<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 22, 1996
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
JACOR COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
OHIO 31-0978313
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1300 PNC CENTER
201 EAST FIFTH STREET
CINCINNATI, OHIO 45202
(513) 621-1300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
R. CHRISTOPHER WEBER
JACOR COMMUNICATIONS, INC.
1300 PNC CENTER
201 EAST FIFTH STREET
CINCINNATI, OHIO 45202
(513) 621-1300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
COPIES OF COMMUNICATIONS TO:
RICHARD G. SCHMALZL, ESQ. GREGG A. NOEL, ESQ.
GRAYDON, HEAD & RITCHEY SKADDEN, ARPS, SLATE, MEAGHER & FLOM
1900 FIFTH THIRD CENTER 300 SOUTH GRAND AVENUE, SUITE 3400
CINCINNATI, OHIO 45202 LOS ANGELES, CALIFORNIA 90071
(513) 621-6464 (213) 687-5000
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) FEE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
20,125,000
Common Stock, no par value....... shares $19.75 $397,468,750 $137,058.19
- -----------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
(1) Includes 2,625,000 shares of Common Stock subject to an overallotment
option granted to the Underwriter.
(2) Calculated in accordance with Rule 457(c) based upon the average high and
low sale prices of the Registrant's Common Stock as reported on the Nasdaq
Stock Market's National Market on March 21, 1996.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES
AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
JACOR COMMUNICATIONS, INC.
CROSS-REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K
FORM S-3--ITEM NUMBER AND CAPTION CAPTION IN PROSPECTUS
Item 1.
Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus........ Facing Page of the Registration
Statement; Cross-Reference Sheet;
Outside Front Cover Page of
Prospectus
Item 2.
Inside Front and Outside Back
Cover Pages of Prospectus.......
Inside Front Cover Page;
Incorporation of Certain Documents by
Reference; Available Information;
Outside Back Cover Page
Item 3.
Summary Information, Risk
Factors, and Ratio of Earnings
to Fixed Charges................
Prospectus Summary; Risk Factors;
Business
Item 4.
Use of Proceeds................. Use of Proceeds
Item 5.
Determination of Offering Not Applicable
Price...........................
Item 6.
Dilution........................ Risk Factors
Item 7.
Selling Security Holders........ Not Applicable
Item 8.
Plan of Distribution............ Outside Front Cover Page;
Underwriting
Item 9.
Description of Securities to be Dividend Policy; Description of
Registered...................... Capital Stock; Shares Eligible for
Future Sale
Item 10.
Interests of Named Experts and Legal Matters; Experts
Counsel.........................
Item 11.
Material Changes................ Prospectus Summary; The Acquisitions
Item 12.
Incorporation of Certain
Information by Reference........
Incorporation of Certain Documents by
Reference
Item 13.
Disclosure of Commission
Position on Indemnification for
Securities Act Liabilities......
Not Applicable
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED WITHOUT THE DELIVERY OF A FINAL PROSPECTUS +
+SUPPLEMENT AND ACCOMPANYING PROSPECTUS. THIS PROSPECTUS SUPPLEMENT AND THE +
+ACCOMPANYING PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE +
+SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED MARCH 22, 1996
PROSPECTUS
, 1996
17,500,000 SHARES
[Logo]
JACOR COMMUNICATIONS, INC.
COMMON STOCK
All of the shares of common stock, $.01 par value per share (the "Common
Stock"), offered hereby are being sold by Jacor Communications, Inc. (the
"Offering"). The Common Stock is currently traded on the Nasdaq Stock Market's
National Market (the "Nasdaq National Market") under the symbol "JCOR." On
March 21, 1996, the last reported sale price of the Common Stock on the Nasdaq
National Market was $19.75 per share.
The Common Stock is being issued in connection with the acquisitions of
Citicasters Inc. and Noble Broadcast Group, Inc., and to repay all outstanding
indebtedness under the Existing Credit Facility (as defined herein).
SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF THE RISKS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS
PRICE TO THE DISCOUNTS AND TO THE
PUBLIC COMMISSIONS(1) COMPANY(2)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share........................ $ $ $
Total(3)......................... $ $ $
- ------------------------------------------------------------------------------------------
</TABLE>
(1) See "Underwriting" for indemnification arrangements with the Underwriters.
(2) Before deducting expenses payable by Jacor estimated at $ .
(3) Jacor has granted to the Underwriters a 30-day option to purchase up to an
aggregate of 2,625,000 additional shares at the Price to the Public, less
Underwriting Discounts and Commissions, solely to cover over-allotments, if
any. If such option is exercised in full, the total Price to the Public,
Underwriting Discounts and Commissions and Proceeds to the Company will be
$ , $ and $ , respectively. See
"Underwriting."
The shares are offered by the several Underwriters when, as and if delivered
to and accepted by the Underwriters and subject to various prior conditions,
including their right to reject orders in whole or in part. It is expected that
delivery of the Common Stock will be made in New York, New York on or about
, 1996.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
ALEX. BROWN & SONS
INCORPORATED
CS FIRST BOSTON
MERRILL LYNCH & CO.
SMITH BARNEY INC.
<PAGE>
[ARTWORK TO COME]
----------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ STOCK MARKET'S NATIONAL MARKET, IN
THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY
BE DISCONTINUED AT ANY TIME.
IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS MAY ENGAGE IN PASSIVE
MARKET-MAKING TRANSACTIONS IN THE COMMON STOCK ON THE NASDAQ STOCK MARKET'S
NATIONAL MARKET IN ACCORDANCE WITH RULE 10B-6A UNDER THE SECURITIES EXCHANGE
ACT OF 1934. SEE "UNDERWRITING."
2
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus.
Unless otherwise indicated, the information in this Prospectus does not give
effect to the over-allotment option described in "Underwriting." UNLESS THE
CONTEXT OTHERWISE REQUIRES, THE TERM (I) "JACOR" REFERS TO JACOR
COMMUNICATIONS, INC. AND ITS SUBSIDIARIES AND THEIR COMBINED OPERATIONS ON A
HISTORICAL BASIS; (II) "CITICASTERS" REFERS TO CITICASTERS INC. AND ITS
SUBSIDIARIES AND THEIR COMBINED OPERATIONS ON A HISTORICAL BASIS; (III) "NOBLE"
REFERS TO NOBLE BROADCAST GROUP, INC., AND ITS SUBSIDIARIES AND THEIR COMBINED
OPERATIONS ON A HISTORICAL BASIS; AND (IV) "COMPANY" REFERS TO JACOR,
CITICASTERS, AND NOBLE ON A COMBINED PRO FORMA BASIS ASSUMING THE ACQUISITIONS
ARE CONSUMMATED AS CURRENTLY SET FORTH IN THE RESPECTIVE ACQUISITION
AGREEMENTS. THE TERM "ACQUISITIONS" REFERS TO THE PENDING MERGER OF A JACOR
SUBSIDIARY AND CITICASTERS AND THE PENDING ACQUISITION OF NOBLE BY JACOR. THE
ACQUISITIONS WILL NOT BE CONSUMMATED PRIOR TO THE CLOSING OF THE OFFERING.
THE COMPANY
Jacor, upon consummation of the Acquisitions, will be the second largest
radio group in the nation owning and/or operating 50 radio stations and two
television stations in 13 markets across the United States. Jacor's strategic
objective is to be the leading radio broadcaster in each of its markets.
Consistent with this objective, Jacor entered into agreements to acquire 29
radio stations and two television stations for approximately $950.0 million
within two weeks of the enactment of the Telecommunications Act of 1996 (the
"Telecom Act"). The Company will have multiple station platforms in Atlanta,
San Diego, St. Louis, Phoenix, Tampa, Denver, Portland, Kansas City,
Cincinnati, Sacramento, Columbus, Jacksonville and Toledo. These markets are
among the most attractive radio markets in the country, demonstrating, as a
group, radio revenue growth in excess of the radio industry average over the
last five years. In 1995, the Company would have been the top billing radio
group in 9 of its 13 markets and would have had net revenue and broadcast cash
flow of $306.5 million and $107.5 million, respectively.
The following sets forth certain information regarding the Company and its
markets:
<TABLE>
<CAPTION>
COMPANY DATA MARKET DATA
------------------------------------------------- ------------------------------
RADIO RADIO NO. OF 1995 1995 1990-1995
RADIO REVENUE AUDIENCE STATIONS METROPOLITAN RADIO REVENUE
REVENUE MARKET SHARE MARKET SHARE ----------- STATISTICAL REVENUE CAGR
MARKET MARKET RANK % % AM FM TV AREA RANK RANK %
------ ----------- ------------ ------------ --- --- --- ------------ ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Atlanta................. 1 23.2 15.8 1 3 -- 9 10 9.2
San Diego(1)............ 1 13.9 6.7 1 2 -- 13 13 5.5
Tampa................... 1 24.3 26.4 2 4 1 23 20 6.2
Denver(2)............... 1 45.9 30.6 4 4 -- 26 18 8.6
Portland................ 1 25.3 17.4 1 2 -- 27 26 8.4
Cincinnati(3)........... 1 56.8 38.8 2 4 1 30 23 7.4
Columbus................ 1 37.9 20.9 2 3 -- 38 31 6.7
Jacksonville............ 1 26.2 22.6 2 3 -- 57 50 7.9
Toledo.................. 1 27.9 27.5 1 2 -- 85 77 5.6
Sacramento.............. 2 14.3 7.0 -- 2 -- 34 21 4.6
Kansas City............. 3 15.3 12.9 1 1 -- 29 29 4.3
St. Louis............... 6 8.6 10.0 1 2 -- 16 17 4.5
Phoenix................. 7 6.6 3.8 1 1 -- 17 16 6.1
</TABLE>
- --------------------
(1) Includes XTRA-FM and XTRA-AM, stations Jacor provides programming to and
sells air time for under an exclusive sales agency agreement.
(2) Excludes one station for which Jacor sells advertising time pursuant to a
joint sales agreement.
(3) Excludes three stations for which Jacor sells advertising time pursuant to
joint sales agreements.
3
<PAGE>
BUSINESS STRATEGY
Jacor's strategic objective is to be the leading radio broadcaster in each of
its markets. Jacor intends to acquire individual radio stations or radio groups
that strengthen its market position and that maximize the operating performance
of its broadcast properties. Specifically, Jacor's business strategy centers
upon:
Individual Market Leadership. Jacor strives to maximize the audience ratings
in each of its markets in order to capture the largest share of the radio
advertising revenue in the market. Jacor focuses on those markets where it
believes it has the potential to be the leading radio group in the market. By
operating multiple radio stations in its markets, Jacor is able to operate its
stations at lower costs, reduce the risk of direct format competition and
provide advertisers with the greatest access to targeted demographic groups.
For 1995, the Company would have had the number one radio revenue market share
in Atlanta (23%), San Diego (14%), Tampa (24%), Denver (46%), Portland (25%),
Cincinnati (57%), Columbus (38%), Jacksonville (26%) and Toledo (28%). The
Company's aggregate radio revenue market share for 1995 would have been
approximately 25%.
Acquisition and Market Development. Jacor's acquisition strategy focuses on
acquiring both developed, cash flow producing stations and underdeveloped
"stick" properties that complement its existing portfolio and strengthen its
overall market position. Jacor has been able to improve the ratings of "stick"
properties with increased marketing and focused programming that complements
its existing radio station formats. Additionally, Jacor utilizes its strong
market presence to boost the revenues and cash flow of "stick" properties by
encouraging advertisers to buy advertising in a package with its more
established stations. The Company may enter new markets through acquisitions of
radio groups that have multiple station ownership in such groups' markets.
Additionally, the Company will seek to acquire individual stations in new
markets that it believes are fragmented and where a market-leading position can
be created through additional in-market acquisitions. The Company may exit
markets it views as having limited strategic appeal by selling or swapping
existing stations for stations in other markets where the Company operates, or
for stations in new markets.
Diverse Format Expertise. Jacor management has developed programming
expertise over a broad range of radio formats. This management expertise
enables Jacor to specifically tailor the programming of each station in a
market in order to maximize Jacor's overall market position. Jacor utilizes
sophisticated research techniques to identify opportunities within each market
and programs its stations to provide complete coverage of a demographic or
format type. This strategy allows Jacor to deliver highly effective access to a
target demographic and capture a higher percentage of the radio advertising
market.
Distinct Station Personalities. Jacor engages in a number of creative
programming and promotional efforts designed to create listener loyalty and
station brand awareness. Through these efforts, management seeks to cultivate a
distinct personality for each station based upon the unique characteristics of
each market. Jacor hires dynamic on-air personalities for key morning and
afternoon "drive times" and provides comprehensive news, traffic and weather
reports to create active listening by the audience. This commitment to
"foreground" or "high impact" programming has successfully generated
significant audience share.
One of the methods Jacor utilizes to develop the personality of its AM radio
stations is by broadcasting professional sporting events and related
programming. Currently, Jacor has the broadcast rights for the Cincinnati Reds,
Cincinnati Bengals, Colorado Rockies, Denver Broncos, Los Angeles Kings and San
Diego Chargers. In addition, WGST-AM in Atlanta has the broadcast rights to
serve as the official information station for the 1996 Olympic Games. Sports
broadcasting serves as a key "magnet" for attracting audiences to a station and
then introducing them to other programming features, such as local and national
news, entertaining talk, and weather and traffic reports.
4
<PAGE>
Strong AM Stations. Jacor is an industry leader in successfully operating AM
stations. While many radio groups primarily utilize network or simulcast
programming on their AM stations, Jacor also develops unique programming for
its AM stations to build strong listener loyalty and awareness. Utilizing this
operating focus and expertise, Jacor has developed its AM stations in Denver
and Cincinnati into the revenue and ratings leaders among both AM and FM
stations in their respective markets. Jacor's targeted AM programming adds to
Jacor's ability to lead its markets and results in more complete coverage of
the listener base.
Although the cost structure of a large scale AM station generally results in
lower operating margins than typical music-based FM stations, the majority of
Jacor's AM stations generate substantial levels of broadcast cash flow.
Historically, Citicasters and Noble have not focused on their AM operations to
the same extent as Jacor. Accordingly, most of the AM stations to be acquired
meaningfully underperform Jacor's AM stations, and management believes such
stations have the potential to generate significant incremental cash flow.
Powerful Broadcast Signals. A station's ability to maintain market leadership
depends in part upon the strength of its broadcasting delivery system. A
powerful broadcast signal enhances delivery range and clarity, thereby
influencing listener preference and loyalty. Many of Jacor's stations'
broadcasting signals are among the strongest in their respective markets
reinforcing its market leadership. Jacor opportunistically upgrades the power
and quality of the signals at stations it acquires. Following the consummation
of the Acquisitions, Jacor expects that relatively inexpensive technical
upgrades in certain markets will provide for significantly greater signal
presence.
THE ACQUISITIONS
In February 1996, Jacor entered into a merger agreement (the "Merger") to
acquire Citicasters. Citicasters owns and/or operates 19 radio stations and two
television stations. The Citicasters' station portfolio will significantly
strengthen Jacor's position in several markets. Citicasters' strong radio
stations in Atlanta, Tampa and Cincinnati, as well as network affiliate
television stations in Tampa and Cincinnati, complement Jacor's existing radio
stations in those markets. In addition, Citicasters has the number one share of
the radio advertising revenues in the Portland (25%) and Columbus (38%)
markets. Further, Citicasters has attractive radio stations in desirable radio
markets, including Phoenix, Kansas City and Sacramento.
Also in February 1996, Jacor entered into an agreement to acquire Noble,
which owns 10 radio stations. The Noble acquisition significantly strengthens
Jacor's existing position in the San Diego and Denver markets. In addition,
Noble's number one radio market position in Toledo and Noble's stations in St.
Louis provide Jacor with strong platforms and attractive markets to pursue
Jacor's market leadership strategy.
Both Noble and Citicasters have underdeveloped stations which Jacor believes
can benefit from management's proven operating and programming expertise. These
underdeveloped stations provide considerable opportunity for both ratings and
cash flow improvement.
Due to the need to obtain various regulatory approvals, the Acquisitions will
not be consummated prior to the closing of the Offering. See "Risk Factors--
Pending Acquisitions."
5
<PAGE>
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered by Jacor................ 17,500,000 shares
Common Stock to be outstanding immediately
after this Offering......................... 35,737,051 shares(1)
Use of proceeds.............................. Jacor intends to use the net proceeds from
the Offering (estimated to be $ million)
as part of the Financing (as defined
herein) in connection with the
Acquisitions; and for general corporate
purposes, including working capital.
Voting rights of Common Stock................ The Common Stock is the only authorized
class of common stock with each share
entitled to one vote per share.
Nasdaq National Market symbol................ JCOR
</TABLE>
- --------------------
(1) Excludes (i) options outstanding on the date hereof to purchase
approximately 1,565,500 shares of Common Stock at a weighted average
exercise price of $8.04, which options have been granted to (a) employees
under Jacor's 1993 Stock Option Plan and 1995 Employee Stock Purchase Plan,
and (b) Jacor's non-employee directors, (ii) warrants outstanding on the
date hereof to purchase 1,983,870 shares of Common Stock at an exercise
price of $8.30 ("1993 Warrants"), and (iii) warrants to be issued in
connection with the Merger ("Merger Warrants") to purchase 4,400,000 shares
of Common Stock at an exercise price of $28.00 per share, (unless the
Merger occurs on or after October 1, 1996, in which case the exercise price
will be $26.00 per share). See "Description of Capital Stock."
MARKET DATA AND CERTAIN DEFINITIONS
All market revenue rankings and rankings of radio stations by revenue or
billings that are contained in this Prospectus are based on 1995 information
contained in Duncan's Radio Market Guide (1996 ed.), Duncan's Radio Group
Directory (1996-1997 ed.) or the Miller, Kaplan, Arase & Co. Market Revenue
Report (the "Miller Kaplan Report"). All information concerning ratings and
audience listening information is derived from the Fall 1995 Arbitron Metro
Area Ratings Survey (the "Fall 1995 Arbitron"). All Designated Market Area
("DMA") information is derived from the Nielsen Station Index, November 1995
("Nielsen"). The term "LMAs" means local marketing agreements which would be
considered time brokerage agreements for Federal Communications Commission (the
"FCC") purposes. The term "JSAs" means joint sales agreements pursuant to which
a company sells advertising time for stations owned by third parties.
6
<PAGE>
SUMMARY PRO FORMA FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS)
The following sets forth summary unaudited pro forma combined financial
information derived from the Unaudited Pro Forma Financial Information included
elsewhere in this Prospectus. The unaudited pro forma condensed consolidated
statements of operations for the year ended December 31, 1995 give effect to
(i) Jacor's 1995 completed radio station acquisitions, (ii) Noble's completed
1995 radio station acquisitions and dispositions, (iii) Citicasters' completed
1995 and January 1996 radio station acquisitions, and (iv) the Acquisitions and
the Financing. The pro forma condensed consolidated balance sheet as of
December 31, 1995 has been prepared as if the Acquisitions and the Financing
had occurred on December 31, 1995.
The Summary Unaudited Pro Forma Financial Information does not purport to
present the actual financial position or results of operations of the Company
had the transactions and events assumed therein in fact occurred on the dates
specified, nor are they necessarily indicative of the results of operations
that may be achieved in the future. The Summary Unaudited Pro Forma Financial
Information is based on certain assumptions and adjustments described in the
notes to the Unaudited Pro Forma Financial Information and should be read in
conjunction therewith. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and the Consolidated Financial Statements
and the Notes thereto for each of Jacor, Citicasters and Noble, included
elsewhere in this Prospectus.
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1995
------------
<S> <C>
OPERATING STATEMENT DATA:
Net revenue...................................................... $ 306,470
Broadcast operating expenses..................................... 198,927
Depreciation and amortization.................................... 45,824
Corporate general and administrative expenses.................... 6,655
Operating income................................................. 55,064
Net interest expense............................................. 54,409
Loss before extraordinary items.................................. (4,518)
OTHER FINANCIAL DATA:
Broadcast cash flow(1)........................................... $ 107,543
Broadcast cash flow margin(2).................................... 35.1%
EBITDA(1)........................................................ $ 100,888
Capital Expenditures............................................. 19,677
<CAPTION>
AS OF
DECEMBER 31,
1995
------------
<S> <C>
BALANCE SHEET DATA:
Working capital.................................................. $ 41,996
Intangible assets................................................ 1,276,886
Total assets..................................................... 1,490,019
Long-term debt................................................... 655,300
Total shareholders' equity....................................... 489,373
</TABLE>
7
<PAGE>
SUMMARY HISTORICAL FINANCIAL DATA
(DOLLARS IN THOUSANDS)
The following sets forth summary historical financial data for Jacor,
Citicasters and Noble for the three years ended December 31, 1995. The
comparability of the historical consolidated financial data reflected in this
financial data has been significantly impacted by acquisitions, dispositions
and restructurings. The information presented below is qualified in its
entirety by, and should be read in conjunction with, "Management's Discussion
and Analysis of Financial Condition and Results of Operations," "Selected
Historical Financial Data," and the Consolidated Financial Statements and the
Notes thereto for each of Jacor, Citicasters and Noble.
JACOR
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1993 1994 1995
-------------- -------- --------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net revenue................................ $89,932 $107,010 $118,891
Broadcast operating expenses............... 69,520 80,468 87,290
Depreciation and amortization.............. 10,223 9,698 9,483
Corporate general and administrative
expenses.................................. 3,564 3,361 3,501
Operating income........................... 6,625 13,483 18,617
Net income................................. 1,438 7,852 10,965
OTHER DATA:
Broadcast cash flow(1)..................... $20,412 $26,542 $31,601
Broadcast cash flow margin(2).............. 22.7% 24.8% 26.6%
EBITDA(1).................................. $16,848 $23,181 $28,100
Capital expenditures....................... 1,495 2,221 4,969
CITICASTERS
<CAPTION>
PREDECESSOR(3) CITICASTERS
-------------- ------------------
YEAR ENDED DECEMBER 31,
---------------------------------
1993 1994(4) 1995
-------------- -------- --------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net revenue................................ $205,168 $197,043 $136,414
Broadcast operating expenses............... 133,070 117,718 80,929
Depreciation and amortization.............. 28,119 22,946 14,635
Corporate general and administrative
expenses.................................. 3,996 4,796 4,303
Operating income........................... 39,983 51,583 36,547
Net income................................. 341,344 63,106 14,317
OTHER DATA:
Broadcast cash flow(1)..................... $72,098 $79,325 $55,485
Broadcast cash flow margin(2).............. 35.1% 40.3% 40.7%
EBITDA(1).................................. $68,102 $74,529 $51,182
Capital expenditures....................... 5,967 7,569 11,857
NOBLE
<CAPTION>
YEAR ENDED DECEMBER(5)
---------------------------------
1993 1994(6) 1995
-------------- -------- --------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:(7)
Net revenue................................ $47,509 $49,602 $41,902
Broadcast operating expenses............... 36,944 37,892 31,445
Depreciation and amortization.............. 6,916 6,311 4,107
Corporate general and administrative
expenses.................................. 2,702 2,621 2,285
Operating income (loss).................... 947 (5,026) 4,065
Net income (loss).......................... 13,452 (16,038) 56,853
OTHER DATA:(7)
Broadcast cash flow(1)..................... $10,565 $11,710 $10,457
Broadcast cash flow margin(2).............. 22.2% 23.6% 25.0%
EBITDA(1).................................. $7,863 $ 9,089 $8,172
Capital expenditures....................... 3,009 1,124 2,851
</TABLE>
8
<PAGE>
- --------------------
(1) "Broadcast cash flow" means operating income before reduction in carrying
value of assets, depreciation and amortization, and corporate general and
administrative expenses. "EBITDA" means operating income before reduction
in carrying value of assets, depreciation and amortization. Broadcast cash
flow and EBITDA should not be considered in isolation from, or as a
substitute for, operating income, net income or cash flow and other
consolidated income or cash flow statement data computed in accordance with
generally accepted accounting principles or as a measure of a company's
profitability or liquidity. Although these measures of performance are not
calculated in accordance with generally accepted accounting principles,
they are widely used in the broadcasting industry as a measure of a
company's operating performance because they assist in comparing station
performance on a consistent basis across companies without regard to
depreciation and amortization, which can vary significantly depending on
accounting methods (particularly where acquisitions are involved) or non-
operating factors such as historical cost bases. Broadcast cash flow also
excludes the effect of corporate general and administrative expenses, which
generally do not relate directly to station performance. Pro forma EBITDA
includes approximately $5.1 million of annual estimated pretax broadcast
operating expense savings and approximately $4.9 million of annual
estimated pretax corporate overhead savings resulting from the
Acquisitions.
(2) Broadcast cash flow margin equals broadcast cash flow as a percentage of
net revenues.
(3) Prior to its emergence from Chapter 11 bankruptcy in December 1993,
Citicasters was known as Great American Communications Company (the
"Predecessor"). As a result of the application of "fresh-start reporting,"
the selected financial data for periods prior to December 31, 1993 are not
comparable to periods subsequent to such date.
(4) In 1994, the sale of four television stations significantly effects
comparison of net revenues, operating expenses and broadcast cash flow for
1994 as compared to 1993 and 1995.
(5) Noble's fiscal year ends on the last Sunday of December to coincide with
the standard broadcast year.
(6) In 1994, Noble reduced intangible assets by $7.8 million to reflect the
carrying value of the broadcasting assets at their estimated fair market
values.
(7) The comparability of the information in the Summary Historical Financial
Data is affected by various acquisitions and dispositions of radio
stations, as well as the August 1995 Restructuring.
9
<PAGE>
RISK FACTORS
In addition to the other information contained in this Prospectus,
prospective investors should consider carefully the following factors before
purchasing the shares of Common Stock offered hereby.
Pending Acquisitions. The consummation of the Acquisitions requires FCC
approval with respect to the transfer of the broadcast licenses of Citicasters
and Noble to Jacor. Jacor has filed applications seeking FCC approval for the
Acquisitions. In addition, FCC rules generally prohibit the ownership of a
television station and of one or more radio stations serving the same market
(termed the "one-to-a-market rule"). In connection with its application
seeking FCC approval for the Merger, Jacor has requested a waiver of the one-
to-a-market rule with respect to the Cincinnati and Tampa markets. The
consummation of the Acquisitions also is subject to the expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"). Jacor has
received a second request for information from the Department of Justice
relating to the Merger. Accordingly, the waiting period under the HSR Act is
now scheduled to expire 20 days after Jacor responds to this request unless an
extension is requested or an additional request for information is issued.
There can be no assurance that (i) the FCC will approve (a) the transfer of
the broadcast licenses from Citicasters and Noble to Jacor, or (b) the one-to-
a-market rule waivers; or (ii) Jacor will be successful in consummating the
Acquisitions in a timely manner or on the terms described herein. See
"Business--Federal Regulation of Broadcasting."
Risks of Acquisition Strategy. Jacor intends to pursue growth through the
opportunistic acquisition of broadcasting companies, radio station groups and
individual radio stations. The Acquisitions will increase Jacor's broadcast
station portfolio by 29 radio and two television stations. Jacor's acquisition
strategy involves numerous risks, including difficulties in the integration of
operations and systems, the diversion of management's attention from other
business concerns and the potential loss of key employees of acquired
stations. There can be no assurance that Jacor's management will be able to
manage effectively the resulting business or that such acquisitions will
benefit Jacor.
In addition to the expenditure of capital relating to the Acquisitions (see
"Uses of Proceeds"), future acquisitions also may involve the expenditure of
significant funds. Depending upon the nature, size and timing of future
acquisitions, Jacor may be required to raise additional financing. There is no
assurance that such additional financing will be available to Jacor on
acceptable terms.
Governmental Regulation of Broadcasting Industry. The broadcasting industry
is subject to extensive federal regulation which, among other things, requires
approval by the FCC for the issuance, renewal, transfer and assignment of
broadcasting station operating licenses and limits the number of broadcasting
properties Jacor may acquire. Additionally, in certain circumstances, the
Communications Act of 1934, as amended (the "Communications Act") and FCC
rules will operate to impose limitations on alien ownership and voting of the
capital stock of Jacor. The Telecom Act, which became law on February 8, 1996,
creates significant new opportunities for broadcasting companies but also
creates uncertainties as to how the FCC and the courts will enforce and
interpret the Telecom Act.
The Company's business will be dependent upon maintaining its broadcasting
licenses issued by the FCC, which are issued for a maximum term of eight
years. The majority of the Company's radio operating licenses expire at
various times in 1996 and 1997. Although it is rare for the FCC to deny a
renewal application, there can be no assurance that the future renewal
applications will be approved, or that such renewals will not include
conditions or qualifications that could adversely affect the Company's
operations. Moreover, governmental regulations and policies may change over
time and there can be no assurance that such changes would not have a material
adverse impact upon the Company's business, financial condition and results of
operations. See "Business--Federal Regulation of Broadcasting."
Competition; Business Risks. Broadcasting is a highly competitive business.
Jacor's, Noble's and Citicasters' radio stations and Citicasters' television
stations compete for audiences and advertising revenues with other radio and
television stations, as well as with other media, such as newspapers,
magazines, cable television, outdoor advertising and direct mail, within their
respective markets. Audience ratings and market shares are subject to change
and any adverse change in a particular market could have a material and
adverse effect on the revenue of stations located in that market. Future
operations are further subject to many variables which could
10
<PAGE>
have an adverse effect upon Jacor's financial performance. These variables
include economic conditions, both generally and relative to the broadcasting
industry; shifts in population and other demographics; the level of
competition for advertising dollars with other radio stations, television
stations and other entertainment and communications media; fluctuations in
operating costs; technological changes and innovations; changes in labor
conditions; and changes in governmental regulations and policies and actions
of federal regulatory bodies, including the FCC. Although Jacor believes that
each of its stations, and each station operated by Noble and Citicasters, is
able to compete effectively in its respective market, there can be no
assurance that any such station will be able to maintain or increase its
current audience ratings and advertising revenues.
Substantial Leverage. The Acquisitions and the Financing will result in a
higher level of indebtedness for the Company. At December 31, 1995, on a
combined pro forma basis, the Company would have had total indebtedness of
approximately $655.3 million. See "Unaudited Pro Forma Financial Information."
The Company's level of indebtedness following the Acquisitions may have the
following important consequences: (i) significant interest expense and
principal repayment obligations resulting in substantial annual fixed charges;
(ii) significant limitations on the Company's ability to obtain additional
debt financing; and (iii) increased vulnerability to adverse general economic
and industry conditions. In addition, under its credit facilities, Jacor is
required to comply with a number of financial covenants, including interest
coverage, debt service coverage and a maximum debt to EBITDA ratio. See
"Description of Indebtedness."
Control by Zell/Chilmark. Upon the consummation of this Offering,
Zell/Chilmark Fund L.P. ("Zell/Chilmark") will hold approximately 35.6% of the
outstanding Common Stock. Control by Zell/Chilmark may have the effect of
discouraging certain types of transactions involving an actual or potential
change of control of Jacor, including transactions in which the holders of
Common Stock might otherwise receive a premium for their shares over then-
current market prices.
Subject to the restrictions described under "Shares Eligible for Future
Sale" (including an agreement with the Underwriters restricting the sale of
shares of Common Stock by Zell/Chilmark for a period of 180 days after the
date of this Prospectus), Zell/Chilmark will be free to sell shares of Common
Stock after the completion of this Offering. Zell/Chilmark may thereafter sell
shares of Common Stock from time to time for any reason. By virtue of its
current control of Jacor, Zell/Chilmark could sell large amounts of Common
Stock by causing Jacor to file a registration statement with respect to such
stock. In addition, Zell/Chilmark could sell its shares of Common Stock
without registration pursuant to Rule 144 under the Securities Act of 1933.
Jacor can make no prediction as to the effect, if any, such sales of shares of
Common Stock would have on the prevailing market price. Sales of substantial
amounts of Common Stock, or the availability of such shares for sale, could
adversely affect prevailing market prices. Sales or transfers of Common Stock
by Zell/Chilmark could result in another person or entity becoming the
controlling shareholder of Jacor. See "Shares Eligible for Future Sale."
Lack of Dividends; Restrictions on Payments of Dividends. Jacor has not paid
any dividends to its shareholders. Jacor intends to retain all available
earnings, if any, generated by its operations for the development and growth
of its business and does not anticipate paying any dividends on Common Stock
in the foreseeable future. In addition, the payment of dividends on the Common
Stock is restricted under its credit facilities. See "Dividend Policy."
Key Personnel. Jacor's business is dependent upon the performance of certain
key employees, including its President and Co-Chief Operating Officers. Jacor
employs several on-air personalities with significant loyal audiences in their
respective markets. Jacor generally enters into long-term employment
agreements with its key on-air talent to protect its interests in those
relationships, but there can be no assurances that all such on-air
personalities will remain with Jacor. See "Management."
11
<PAGE>
Potential Negative Impact of Blank Check Preferred Stock Issuances. Jacor
has authorized for issuance up to 4,000,000 shares of undesignated preferred
stock. The Board of Directors of Jacor will have the authority, without
further vote or action by Jacor shareholders, to issue the undesignated shares
of Jacor preferred stock in one or more series and to fix all rights,
qualifications, preferences, privileges, limitations and restrictions of each
such series, including dividend rights, voting rights, terms of redemption,
redemption prices, liquidation preferences and the number of shares
constituting any series or the designation of such series. Although it
currently has no plans to do so, the Board of Directors of Jacor, without
shareholder approval, can issue Jacor preferred stock with voting and
conversion rights which would adversely affect the voting power of the holders
of Common Stock. In addition, the issuance of Jacor preferred stock may have
the effect of delaying, deferring or preventing a change in control of Jacor
and could therefore have a negative impact on the trading price of Common
Stock. See "Description of Capital Stock."
12
<PAGE>
THE ACQUISITIONS
THE CITICASTERS MERGER
On February 12, 1996, Jacor, JCAC, Inc., a Florida corporation and a wholly
owned subsidiary of Jacor ("Acquisition Corp."), and Citicasters entered into
an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which
Acquisition Corp. will merge with and into Citicasters, with Citicasters as
the surviving corporation. As a result of the Merger, Citicasters will become
a wholly owned subsidiary of Jacor. The consummation of the Merger is subject
to various conditions, including the approval of the FCC, and the expiration
or termination of the applicable waiting period under the HSR Act. See "Risk
Factors--Pending Acquisitions."
Citicasters owns 19 radio stations serving eight of the nation's top 31
radio revenue markets. Citicasters' radio stations serve Atlanta, Phoenix,
Tampa, Portland, Kansas City, Cincinnati, Sacramento and Columbus. Citicasters
also owns two television stations, a CBS affiliate in Tampa and an ABC
affiliate in Cincinnati, which affiliation will change to CBS in June 1996.
At the effective time of the Merger (the "Effective Time"), each share of
Class A Common Stock, par value $0.01 per share, of Citicasters (the
"Citicasters Common Stock ") issued and outstanding immediately prior to the
Effective Time (other than Citicasters Common Stock owned by Citicasters,
Jacor, Acquisition Corp. or any direct or indirect subsidiary of Citicasters,
Jacor or Acquisition Corp., or any Citicasters Common Stock held in the
treasury of Citicasters) will, by virtue of the Merger and without any action
on the part of holders thereof, be converted into and represent the right to
receive: (i) $29.50 in cash, plus, if the closing of the transactions
contemplated by the Merger (the "Closing") does not occur prior to October 1,
1996, for each full calendar month ending prior to the Closing, commencing
with October 1996, an additional amount of $.22125 in cash (the "Cash
Consideration"); plus (ii) a warrant to acquire a fractional share of Common
Stock on the terms described in the Citicasters Warrant Agreement to be
executed at the Closing (the "Warrant Consideration," and together with the
Cash Consideration, the "Merger Consideration").
In accordance with the terms of the Merger Agreement, all necessary
corporate actions by Citicasters and the shareholders of Citicasters to
approve the Merger Agreement have occurred. Zell/Chilmark has granted
Citicasters an irrevocable proxy to vote in favor of the issuance of the
Merger Warrants approximately 69% of the outstanding Common Stock entitled to
vote at Jacor's May 13, 1996 Annual Meeting of Shareholders. Accordingly,
Jacor believes the issuance of the Merger Warrants will be approved at the
Jacor Annual Meeting and no additional corporate action by either Jacor or the
Jacor shareholders will be necessary to effect the Merger.
The Merger Agreement may be terminated prior to the consummation of the
Merger by either Jacor or Citicasters under various circumstances, including
the failure to consummate the Merger on or before May 31, 1997. If the Merger
Agreement is terminated upon the occurrence of certain triggering events,
including the failure to consummate the Merger by May 31, 1997, Citicasters
may draw upon an irrevocable direct pay letter of credit (the "Letter of
Credit") in the amount of $75.0 million obtained by Jacor and issued to an
escrow agent on behalf of Citicasters. Except in certain circumstances, the
right to terminate the Merger Agreement and receive a maximum of $75.0 million
pursuant to a draw on the Letter of Credit is Citicasters' exclusive remedy
upon the occurrence of a triggering event.
Citicasters' outstanding 9 3/4% Senior Subordinated Notes (the "Notes") will
become obligations of the surviving corporation in the Merger. As a result of
a change in control covenant in the Notes, the holders of the Notes will have
the option to cause the Company to purchase the Notes at 101% of the principal
amount thereof (the "Change of Control Offer"). See "Description of
Indebtedness."
The aggregate value of the Merger, when consummated, is estimated to be
approximately $799.4 million.
13
<PAGE>
THE NOBLE ACQUISITION
On February 21, 1996, Jacor entered into an agreement with the stockholders
of Noble to acquire all of the capital stock of Noble for approximately $12.5
million. At the same time, Jacor also purchased a warrant for approximately
$52.8 million, entitling Jacor to acquire a 79.1% equity interest in Noble.
Upon consummation of the purchase of the outstanding Noble capital stock from
the Noble stockholders and the exercise of Jacor's warrant, Jacor will own
100% of the equity interests in Noble. The consummation of Jacor's acquisition
of Noble is subject to various conditions including the approval of the FCC
and the expiration or termination of the applicable waiting period under the
HSR Act. See "Risk Factors--Pending Acquisitions."
Noble owns 10 radio stations serving Denver, St. Louis and Toledo. Pending
the closing of the Noble acquisition, Jacor and Noble have entered into time
brokerage agreements with respect to Noble's radio stations in St. Louis and
Toledo.
On February 21, 1996, Jacor purchased for approximately $47.0 million
certain assets relating to Noble's San Diego operations. Noble's San Diego
operations assets included an exclusive sales agency agreement under which
Noble provided programming to and sold the air time for two radio stations
serving San Diego (XTRA-AM and XTRA-FM). These two radio stations are licensed
by, and subject to the regulatory control of, the Mexican government. As part
of its purchase of Noble's San Diego operations, Jacor was assigned all of
Noble's rights under the exclusive sales agency agreement, and Jacor is now
providing the programming to and selling air time for such stations. In
addition, another wholly owned subsidiary of Jacor provided a credit facility
to Noble in the amount of $41.0 million. Noble applied the proceeds of this
credit facility to repay in full its outstanding indebtedness as of February
21, 1996.
The aggregate value of the Noble acquisition, when fully consummated, is
estimated to be approximately $152.0 million, of which approximately $139.5
million has already been paid. In order to fund this acquisition, refinance
Jacor's outstanding debt of $45.5 million (as of February 21, 1996), and pay
related costs and expenses of approximately $5.0 million, Jacor entered into a
$300.0 million credit facility (the "Existing Credit Facility").
14
<PAGE>
USE OF PROCEEDS
The net proceeds to Jacor from the sale of the shares of Common Stock
offered hereby are estimated to be $ ($ if the
Underwriter's over-allotment option is exercised in full). Jacor intends to
use approximately $ of the net proceeds of this Offering to repay
the entire principal amount and accrued interest outstanding under a $300.0
million credit facility (the "Existing Credit Facility"). The outstanding
balance under the Existing Credit Facility currently bears interest at the
rate of 7.2% per annum and matures on December 31, 2003, which monies were
borrowed to (a) fund a portion of the Noble acquisition, and (b) to refinance
indebtedness that was initially borrowed to fund a portion of (i) the
acquisition of three radio stations in Jacksonville, (ii) the acquisition of
two radio stations in Tampa, (iii) the purchase of the licensee of a radio
station in San Diego, and (iv) open market repurchases of Common Stock. Jacor
intends to use the remaining proceeds in connection with the consummation of
the Acquisitions and for general corporate purposes. See "The Acquisitions."
Jacor intends to use the net proceeds from the Offering, together with
anticipated borrowings under a new credit facility with an available principal
amount of $600.0 million (the "New Credit Facility," together with the
Offering, the "Financing") and excess cash on hand to finance the Merger and
the remaining purchase price of the Noble acquisition; to repay all
outstanding indebtedness under the Existing Credit Facility ($190.0 million at
February 21, 1996) including certain borrowings in connection with the Noble
acquisition, and for general corporate purposes, including working capital.
The following sets forth the anticipated sources and uses of funds for the
Financing and the Acquisitions on a pro forma basis as if they had occurred on
December 31, 1995 (in 000s).
<TABLE>
<S> <C>
SOURCES OF FUNDS:
Gross proceeds from the Offering................................... $345,625
Excess cash........................................................ 7,000
New Credit Facility................................................ 530,300
--------
Total sources.................................................. $882,925
========
USES OF FUNDS:
Repayment of Existing Credit Facility(1)........................... $190,000
Cash Consideration for Merger(2)................................... 624,200
Remainder of purchase price for acquisition of Noble(3)............ 15,700
Refinance existing Citicasters bank debt........................... 26,000
Estimated fees and expenses(4)..................................... 27,025
--------
Total uses..................................................... $882,925
========
</TABLE>
- ---------------------
(1) Includes borrowings of $144.5 million to fund a portion of the Noble
acquisition and related fees and expenses. See "The Acquisitions."
(2) Pursuant to the Merger Agreement, Jacor delivered a $75.0 million Letter
of Credit to an escrow agent pending the Effective Time of the Merger. If
the Merger is not consummated by May 31, 1997, or in certain other
specified circumstances, the Letter of Credit will be drawn upon by
Citicasters. See "The Acquisition."
(3) Purchase price due upon final closing of the Noble acquisition, including
fees and expenses. See "The Acquisitions."
(4) Estimated fees and expenses include the fees and expenses of Jacor in
connection with the Financing and financial advisory fees in connection
with the Citicasters acquisition.
15
<PAGE>
CAPITALIZATION
The following sets forth the capitalization of Jacor on an actual basis as
of December 31, 1995 and pro forma as adjusted to give effect to (i) the
Offering (at an assumed public offering price of $19.75 per share, the last
reported sales price of the Common Stock on the Nasdaq National Market on
March 21, 1996) (ii) the funding of the New Credit Facility, (iii) the
consummation of the Acquisitions and (iv) certain radio station acquisitions
and dispositions as described in the Notes to Unaudited Pro Forma Financial
Information.
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
1995
-------------------
(DOLLARS IN
THOUSANDS)
PRO FORMA
AS
ACTUAL ADJUSTED
-------- ----------
<S> <C> <C>
Long-term debt, including current portion:(1)
Borrowings under the New Credit Facility................. $ 45,500 $ 530,300
Other.................................................... 125,000
-------- ----------
Total long-term debt................................... 45,500 655,300
-------- ----------
Shareholders' equity:
Common stock, no par value,
$0.10 per share stated value(2)......................... 1,816 3,566
Additional paid-in capital............................... 116,614 445,864
Common stock warrants.................................... 388 24,588
Retained earnings........................................ 20,255 15,355
-------- ----------
Total shareholders' equity............................. 139,073 489,373
-------- ----------
Total capitalization....................................... $184,573 $1,144,673
======== ==========
</TABLE>
- ---------------------
(1) See Notes 7 and 14 of Notes to Jacor's Consolidated Financial Statements
for additional information regarding the components and terms of Jacor's
long-term debt.
(2) Excludes (i) options outstanding on the date hereof to purchase
approximately 1,565,500 shares of Common Stock at a weighted average
exercise price of $8.04, which options have been granted to (a) employees
under Jacor's 1993 Stock Option Plan and 1995 Employee Stock Purchase
Plan, and (b) Jacor's non-employee directors, (ii) the 1993 Warrants and
(iii) the Merger Warrants. See "Description of Capital Stock."
16
<PAGE>
COMMON STOCK MARKET PRICE INFORMATION
The following sets forth, for the calendar quarters indicated, the reported
high and low sales prices of the Common Stock as reported on the Nasdaq
National Market.
<TABLE>
<CAPTION>
COMMON STOCK
-------------
HIGH LOW
<S> <C> <C>
1994
First Quarter.................................................. $17.00 $12.00
Second Quarter................................................. 15.75 11.25
Third Quarter.................................................. 15.00 12.25
Fourth Quarter................................................. 14.75 10.50
1995
First Quarter.................................................. 14.50 12.00
Second Quarter................................................. 17.00 13.00
Third Quarter.................................................. 19.25 15.00
Fourth Quarter................................................. 17.50 15.00
1996
First Quarter (through March 20, 1996)......................... 22.25 16.00
</TABLE>
On March 1, 1996, there were approximately 1,500 holders of record of Common
Stock.
DIVIDEND POLICY
Jacor intends to retain future earnings for use in its business and does not
anticipate paying any dividends on shares of its Common Stock in the
foreseeable future. Under the Existing Credit Facility, Jacor is prohibited
from paying dividends on the Common Stock except as provided therein. It is
anticipated that the New Credit Facility will also have restrictions or the
payment of dividends. Jacor has no current intent to pay dividends on its
Common Stock.
17
<PAGE>
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information (the "Pro Forma
Financial Information") is based on the historical financial statements of
Jacor, Noble and Citicasters and has been prepared to illustrate the effects
of the acquisitions described below and the related financing transactions.
The unaudited pro forma condensed consolidated statements of operations for
the year ended December 31, 1995 give effect to each of the following
transactions as if such transactions had been completed as of January 1, 1995
(i) Jacor's 1995 completed radio station acquisitions, (ii) Noble's completed
1995 radio station acquisitions and dispositions, (iii) Citicasters' completed
1995 and January 1996 radio station acquisitions, (iv) the Acquisitions, and
(v) the related financing transactions. The pro forma condensed consolidated
balance sheet as of December 31, 1995 has been prepared as if such
acquisitions and the related financing transactions had occurred on that date.
The Acquisitions will be accounted for using the purchase method of
accounting. The total purchase costs of the Acquisitions will be allocated to
the tangible and intangible assets and liabilities acquired based upon their
respective fair values. The allocation of the aggregate purchase price
reflected in the Pro Forma Financial Information is preliminary. The final
allocation of the purchase price will be contingent upon the receipt of final
appraisals of the acquired assets and liabilities.
The Unaudited Pro Forma Financial Information does not purport to present
the actual financial position or results of operations of the Company had the
transactions and events assumed therein in fact occurred on the dates
specified, nor are they necessarily indicative of the results of operations
that may be achieved in the future. The Unaudited Pro Forma Financial
Information is based on certain assumptions and adjustments described in the
notes hereto and should be read in conjunction therewith. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations," and
the Consolidated Financial Statements and the Notes thereto for each of Jacor,
Citicasters and Noble, included elsewhere in this Prospectus.
18
<PAGE>
JACOR COMMUNICATIONS, INC.
JACOR/NOBLE COMBINED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
NOBLE JACOR/NOBLE
HISTORICAL PRO FORMA JACOR HISTORICAL PRO FORMA COMBINED
JACOR ADJUSTMENTS PRO FORMA NOBLE ADJUSTMENTS PRO FORMA
---------- ----------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net revenue............. $118,891 $2,323 (a) $121,214 $41,902 $ 87 (b) $163,203
Broadcast operating
expenses............... 87,290 1,758 (a) 89,048 31,445 (429)(b) 120,064
Depreciation and
amortization........... 9,483 613 (a) 10,096 4,107 2,360 (c) 16,563
Corporate general and
administrative
expenses............... 3,501 3,501 2,285 (1,388)(d) 4,398
-------- ------ -------- ------- ------- --------
Operating income...... 18,617 (48) 18,569 4,065 (456) 22,178
Interest expense........ (1,444) (1,444) (9,913) (1,621)(e) (12,978)
Interest and investment
income................. 1,260 (854)(a) 406 406
Other income (expense),
net.................... (168) (168) 2,619 (2,619)(f) (168)
-------- ------ -------- ------- ------- --------
Income (loss) before
income taxes and
extraordinary items.. 18,265 (902) 17,363 (3,229) (4,696) 9,438
Income tax expense...... (7,300) 360 (g) (6,940) (63) 1,360 (g) (5,643)
-------- ------ -------- ------- ------- --------
Income (loss) before
extraordinary items.. $ 10,965 $ (542) $ 10,423 $(3,292) $(3,336) $ 3,795
======== ====== ======== ======= ======= ========
Income per common
share................ $ 0.52 $ 0.50 $ 0.18
======== ======== ========
Number of common shares
used in per share
computations........... 20,913 20,913 20,913
======== ======== ========
</TABLE>
See Accompanying Notes to Unaudited Pro Forma Financial Information
19
<PAGE>
JACOR COMMUNICATIONS, INC.
JACOR/NOBLE/CITICASTERS COMBINED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
JACOR/NOBLE CITICASTERS
COMBINED HISTORICAL PRO FORMA JACOR/NOBLE/CITICASTERS
PRO FORMA CITICASTERS ADJUSTMENTS COMBINED PRO FORMA
----------- ------------ ------------ -----------------------
<S> <C> <C> <C> <C>
Net revenue............. $163,203 $136,414 $ 6,853 (h) $306,470
Broadcast operating
expenses............... 120,064 80,929 4,366 (h) 198,927
(1,322)(i)
(5,110)(j)
Depreciation and
amortization........... 16,563 14,635 14,626 (k) 45,824
Corporate general and
administrative
expenses............... 4,398 4,303 1,322 (i) 6,655
(3,368)(l)
-------- -------- -------- --------
Operating income...... 22,178 36,547 (3,661) 55,064
Interest expense........ (12,978) (13,854) (27,577)(m) (54,409)
Interest and investment
income................. 406 1,231 (767)(h) 870
Other income (expense),
net.................... (168) (607) 175 (h) (600)
-------- -------- -------- --------
Income (loss) before
income taxes and
extraordinary items.. 9,438 23,317 (31,830) 925
Income tax expense...... (5,643) (9,000) 9,200 (n) (5,443)
-------- -------- -------- --------
Income (loss) before
extraordinary items.. $ 3,795 $ 14,317 $(22,630) $ (4,518)
======== ======== ======== ========
Income (loss) per
common share......... $ 0.18 $ (0.12)
======== ========
Number of common shares
used in per share
computations........... 20,913 36,408 (o)
======== ========
</TABLE>
See Accompanying Notes to Unaudited Pro Forma Financial Information
20
<PAGE>
JACOR COMMUNICATIONS, INC.
JACOR/NOBLE COMBINED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
HISTORICAL
----------------- NOBLE PRO FORMA JACOR/NOBLE
JACOR NOBLE ADJUSTMENTS COMBINED PRO FORMA
-------- -------- --------------- ------------------
<S> <C> <C> <C> <C>
Current assets:
Cash................... $ 7,437 $ 447 $ 7,884
Accounts receivable.... 25,262 9,094 34,356
Broadcast program
rights................
Prepaid expenses and
other current assets.. 3,916 2,290 6,206
-------- -------- --------
Total current assets. 36,615 11,831 48,446
Property and equipment. 30,801 9,333 $ 7,667 (p) 47,801
Intangible assets...... 127,158 50,730 125,480 (p) 303,368
Deferred charges and
other assets.......... 14,265 5,333 (4,267)(p) 15,331
-------- -------- -------- --------
Total assets......... $208,839 $ 77,227 $128,880 $414,946
======== ======== ======== ========
Current liabilities:
Accounts payable,
accrued liabilities
and other current
liabilities........... $ 12,180 $ 12,310 $ (3,611)(q) $ 20,879
-------- -------- -------- --------
Total current
liabilities......... 12,180 12,310 (3,611) 20,879
Long-term debt, net of
current maturities...... 45,500 78,000 82,200 (q) 205,700
Other liabilities........ 12,086 9,208 28,000 (r) 49,294
-------- -------- -------- --------
Total liabilities.... 69,766 99,518 106,589 275,873
Shareholders' equity
Common stock........... 1,816 1,816
Additional paid-in
capital............... 116,614 44,231 (44,231)(s) 116,614
Common stock warrants.. 388 388
Retained earnings...... 20,255 (66,522) 66,522 (s) 20,255
-------- -------- -------- --------
Total shareholders'
equity.............. 139,073 (22,291) 22,291 139,073
-------- -------- -------- --------
Total liabilities and
shareholders'
equity.............. $208,839 $ 77,227 $128,880 $414,946
======== ======== ======== ========
</TABLE>
See Accompanying Notes to Unaudited Pro Forma Financial Information
21
<PAGE>
JACOR COMMUNICATIONS, INC.
JACOR/NOBLE/CITICASTERS COMBINED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
JACOR/NOBLE HISTORICAL CITICASTERS PRO JACOR/NOBLE/CITICASTERS
COMBINED PRO FORMA CITICASTERS FORMA ADJUSTMENTS COMBINED PRO FORMA
------------------ ----------- ----------------- -----------------------
<S> <C> <C> <C> <C>
Current Assets:
Cash.................. $ 7,884 $ 3,572 $ (500)(t) $ 3,956
(7,000)(u)
Accounts receivable... 34,356 32,495 66,851
Broadcast program
rights............... 5,162 5,162
Prepaid expenses and
other current assets. 6,206 3,059 9,265
-------- -------- -------- ----------
Total current
assets............. 48,446 44,288 (7,500) 85,234
Broadcast program
rights, less current
portion................ 3,296 3,296
Property and equipment.. 47,801 33,878 13,000 (v) 94,679
Intangible assets....... 303,368 312,791 665,627 (v) 1,276,886
(4,900)(w)
Deferred charges and
other assets........... 15,331 22,093 (7,500)(x) 29,924
-------- -------- -------- ----------
Total assets........ $414,946 $416,346 $658,727 $1,490,019
======== ======== ======== ==========
Current liabilities:
Accounts payable,
accrued liabilities
and other current
liabilities.......... $ 20,879 $ 17,061 $ 37,940
Broadcast program
right fees payable... 5,298 5,298
-------- -------- ----------
Total current
liabilities........ 20,879 22,359 43,238
Broadcast program right
fees payable, less
current portion........ 2,829 2,829
Long-term debt, net of
current maturities..... 205,700 132,481 $317,119 (u) 655,300
Other liabilities....... 49,294 98,985 151,000 (r) 299,279
-------- -------- -------- ----------
Total liabilities... 275,873 256,654 468,119 1,000,646
Shareholders' equity
Common stock.......... 1,816 200 (200)(s) 3,566
1,750 (y)
Additional paid-in
capital.............. 116,614 82,736 (82,736)(s) 445,864
329,250 (y)
Common stock warrants. 388 24,200 (z) 24,588
Retained earnings..... 20,255 76,756 (76,756)(s) 15,355
(4,900)(w)
-------- -------- -------- ----------
Total shareholders'
equity............. 139,073 159,692 190,608 489,373
-------- -------- -------- ----------
Total liabilities
and shareholders'
equity............. $414,946 $416,346 $658,727 $1,490,019
======== ======== ======== ==========
</TABLE>
See Accompanying Notes to Unaudited Pro Forma Financial Information
22
<PAGE>
NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS)
(a) These adjustments reflect additional revenues and expenses for Jacor's
acquisitions of radio stations WDUV-FM and WBRD-AM in Tampa Bay and WJBT-
FM, WSOL-FM, and WZAZ-AM in Jacksonville, which were completed at various
dates in 1995.
(b) These adjustments reflect additional revenues and expenses for Noble's
acquisition of radio stations WRVF-FM (formerly WLQR-FM) and WSPD-AM in
Toledo, and the elimination of revenues and expenses for the sale of radio
stations KBEQ-FM and KBEQ-AM in Kansas City, and other miscellaneous non-
recurring expenses related to dispositions of properties in 1995. The
acquisitions were completed in August 1995 and the dispositions were
completed in March 1995.
(c) The adjustment reflects the additional depreciation and amortization
expense resulting from the allocation of Jacor's purchase price to the
assets acquired (Note p) including an increase in property and equipment
and identifiable intangible assets, to their estimated fair market values
and the recording of goodwill associated with the acquisition of Noble.
Goodwill is amortized over 40 years.
(d) The adjustment represents $1,513 of corporate overhead savings for the
elimination of redundant management costs and other expenses resulting
from the combination of the Jacor and Noble entities, net of $125
additional corporate expenses associated with the purchase of the Toledo
stations.
(e) The adjustment represents additional interest expense associated with
Jacor's borrowings under the Existing Credit Facility to finance the Noble
acquisition and refinance existing outstanding borrowings. The assumed
interest rate is 7.2%, which represents the current rate as of March 1996
on outstanding borrowings.
(f) The adjustment reflects the elimination of the gain on the sale of radio
stations KBEQ-FM and AM in Kansas City, and WSSH-AM in Boston, which were
sold in March 1995 and January 1995, respectively.
(g) To provide for the tax effect of pro forma adjustments using an estimated
statutory rate of 40%. The Noble pro forma adjustments include non-
deductible amortization of goodwill estimated to be approximately $1,300.
(h) The adjustments represent additional revenue and expenses associated with
Citicasters June 1995 acquisition of KKCW-FM in Portland and the January
1996 acquisition of WHOK-FM, WLLD-FM, and WLOH-AM in Columbus.
(i) Adjustment to reclassify miscellaneous broadcast operating expenses to
conform with Jacor's presentation.
(j) The adjustment reflects $5,110 of cost savings resulting from the
elimination of redundant broadcast operating expenses arising from the
operation of multiple stations in certain markets. Such pro forma cost
savings are expected to be $2,220 for programming and promotion, $970 for
news, $360 for technical and engineering and $1,560 for general and
administrative expenses.
(k) The adjustment reflects the additional depreciation and amortization
expense resulting from the allocation of Jacor's purchase price to the
assets acquired (Note v) including an increase in property and equipment
and identifiable intangible assets to their estimated fair market values
and the recording of goodwill associated with the acquisition of
Citicasters. Goodwill is amortized over 40 years.
(l) The adjustment represents $3,368 of corporate overhead savings for the
elimination of redundant management costs and other expenses resulting
from the combination with Citicasters.
(m) The adjustment reflects additional interest expense on borrowings
necessary to complete the Citicasters acquisition, and to refinance
outstanding borrowings under the Existing Credit Facility. The assumed
interest rate on the proposed New Credit Facility is LIBOR plus 2.5%. The
rate used in calculating the pro forma interest expense adjustment is 8%,
which is based on the current LIBOR rate.
(n) To provide for the tax effect of pro forma adjustments using an estimated
statutory rate of 40%. The Citicasters pro forma adjustments include non-
deductible amortization of goodwill estimated to be approximately $8,800.
(o) The pro forma weighted average shares outstanding includes all shares of
Common Stock outstanding prior to the Offering and shares to be issued in
this Offering. The weighted average shares of the Company do not reflect
any options and warrants outstanding prior to the Offering or warrants to
be issued to the Citicasters shareholders to consummate the acquisition,
as they are antidilutive.
(p) The adjustment represents the allocation of the purchase price of Noble to
the estimated fair value of the assets acquired and liabilities assumed,
and the recording of goodwill associated with the acquisition.
<TABLE>
<CAPTION>
ESTIMATED FAIR
MARKET VALUE
--------------
<S> <C>
Property and equipment.................................... $ 17,000
Intangible assets......................................... 176,210
Cash...................................................... 447
Accounts receivable....................................... 9,094
Prepaid expenses and other current assets................. 2,290
Deferred charges and other assets......................... 1,066
Accounts payable, accrued liabilities and other current
liabilities.............................................. (8,699)
Other liabilities......................................... (37,208)
--------
$160,200
========
</TABLE>
23
<PAGE>
NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS)--(CONTINUED)
(q) The adjustment represents the net additional borrowings to complete the
Noble acquisitions as follows:
<TABLE>
<S> <C>
Historical Jacor debt........................................... $ 45,500
Historical Citicasters debt, including current portion of
$3,611......................................................... 81,611
Pro forma adjustment............................................ 78,589
--------
Assumed borrowings after acquisitions........................... $205,700
========
</TABLE>
(r) The adjustment represents the additional deferred tax liability associated
with the difference between the book and tax basis of assets and
liabilities, excluding goodwill, after the allocation of the purchase
price.
(s) The adjustment reflects the elimination of historical stockholders' equity,
as the acquisition will be accounted for as a purchase.
(t) The adjustment reflects $500 cash expended in the acquisition of the
Columbus stations in January 1996.
(u) The pro forma adjustment represents the net additional borrowings required
to complete the Citicasters acquisition (including $16,000 for the
acquisition of the Columbus stations in January 1996), assuming the use of
$7,000 of excess cash, as follows:
<TABLE>
<S> <C>
Historical Citicasters debt..................................... $132,481
Jacor/Noble pro forma debt...................................... 205,700
Pro forma adjustment, including a $2,519 fair market value
adjustment for Citicasters debt................................ 317,119
--------
Assumed borrowings after acquisitions........................... $655,300
========
</TABLE>
(v) The adjustments represent the allocation of the purchase price of
Citicasters (including the 1996 Columbus acquisitions) to the estimated
fair value of the assets acquired and liabilities assumed, and the
recording of goodwill associated with the acquisition as follows:
<TABLE>
<CAPTION>
ESTIMATED FAIR
MARKET VALUE
--------------
<S> <C>
Property and equipment.................................... $ 46,878
Intangible assets......................................... 978,418
Cash...................................................... 3,072
Accounts receivable....................................... 32,495
Broadcast program rights.................................. 8,458
Prepaid expenses and other current assets................. 3,059
Deferred charges and other assets......................... 14,593
Accounts payable, accrued liabilities and other current
liabilities.............................................. (17,061)
Broadcast program rights fees payable..................... (8,127)
Other liabilities......................................... (249,985)
Long-term debt............................................ (151,000)
---------
$ 660,800
=========
The purchase price is summarized as follows:
Excess cash............................................... $ 7,000
Pro forma borrowings:
Citicasters............................................. (16,000)
Jacor................................................... 314,600
Warrants issued........................................... 24,200
Common stock issued....................................... 331,000
---------
$ 660,800
=========
</TABLE>
24
<PAGE>
NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS)--(CONTINUED)
(w) Adjustment to write off deferred financing costs for the Existing Credit
Facility anticipated to be refinanced in connection with the acquisition of
Citicasters.
(x) The adjustment represents a $7,500 cash deposit made in 1995 for the
acquisition of the Columbus stations, which was allocated to the fair
market value of the assets acquired when the acquisition was completed in
January 1996.
(y) Adjustment represents assumed proceeds of $331,000 from a 17,500,000 share
stock offering, net of offering costs estimated to be $14,625.
(z)Adjustment represents the value assigned to the 4,400,000 Merger Warrants to
be issued to Citicasters shareholders in connection with the consummation of
the Merger. The value was determined assuming that each Merger Warrant is
convertible into Common Stock at $28 per share.
25
<PAGE>
SELECTED HISTORICAL FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNT)
JACOR
The selected consolidated financial data for Jacor presented below for, and
as of the end of each of the years in the five-year period ended December 31,
1995, is derived from Jacor's Consolidated Financial Statements which have
been audited by Coopers & Lybrand L.L.P., independent accountants. The
consolidated financial statements at December 31, 1994 and 1995 and for each
of the three years in the period ended December 31, 1995 and the auditors'
report thereon are included elsewhere in this Prospectus. This selected
consolidated financial data should be read in conjunction with the "Unaudited
Pro Forma Financial Information." Comparability of Jacor's historical
consolidated financial data has been significantly impacted by acquisitions,
dispositions and the recapitalization and refinancing completed in the first
quarter of 1993.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1991 1992 1993 1994 1995
--------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
OPERATING STATEMENT
DATA:(1)
Net revenue........... $ 64,238 $ 70,506 $ 89,932 $107,010 $118,891
Broadcast operating
expenses............. 48,206 55,782 69,520 80,468 87,290
--------- --------- -------- -------- --------
Station operating
income excluding
depreciation and
amortization......... 16,032 14,724 20,412 26,542 31,601
Depreciation and
amortization......... 7,288 6,399 10,223 9,698 9,483
Reduction in carrying
value of assets to
net realizable value. 8,600
Corporate general and
administrative
expenses............. 2,682 2,926 3,564 3,361 3,501
--------- --------- -------- -------- --------
Operating income
(loss)............... 6,062 (3,201) 6,625 13,483 18,617
Net interest income
(expenses)........... (16,226) (13,443) (2,476) 684 (184)
Gain on sale of radio
stations............. 13,014
Other non-operating
expenses, net........ (302) (7,057) (11) (2) (168)
--------- --------- -------- -------- --------
Income (loss) from
continuing operations
before income tax and
extraordinary item... $ 2,548 $ (23,701) $ 4,138 $ 14,165 $ 18,265
========= ========= ======== ======== ========
Net income (loss)..... $ (1,468) $ (23,701) $ 1,438 $ 7,852 $ 10,965
========= ========= ======== ======== ========
Net income (loss) per
common share:(2)
primary and fully
diluted............ $ 2.32 $ (61.50) $ 0.10 $ 0.37 $ 0.52
========= ========= ======== ======== ========
Weighted average
shares
outstanding:(2)
Primary and fully
diluted............ 406 381 14,505 21,409 20,913
========= ========= ======== ======== ========
OTHER FINANCIAL DATA:(1)
Broadcast cash
flow(3).............. $ 16,032 $ 14,724 $ 20,412 $ 26,542 $ 31,601
========= ========= ======== ======== ========
Broadcast cash flow
margin............... 25.0% 20.9% 22.7% 24.8% 26.6%
EBITDA................ $ 13,350 $ 11,798 $ 16,848 $ 23,181 $ 28,100
Capital expenditures.. 1,181 915 1,495 2,221 4,969
<CAPTION>
AS OF DECEMBER 31,
-----------------------------------------------------
1991 1992 1993 1994 1995
--------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:(1)
Working capital
(deficit)............ $(128,455) $(140,547)(4) $ 38,659 $ 44,637 $ 24,436
Intangible assets (net
of accumulated
amortization)........ 81,738 70,038 (4) 84,991 89,543 127,158
Total assets.......... 125,487 122,000 (4) 159,909 173,579 208,839
Total long term debt
(including current
portion)............. 137,667 140,542 (4) 45,500
Common stock purchase
warrants............. 1,257 487 (4) 390 390 388
Shareholders' equity
(deficit)............ (27,383) (50,840)(4) 140,413 148,794 139,073
</TABLE>
26
<PAGE>
- ---------------------
(1) The comparability of the information reflected in this selected financial
data is affected by Jacor's purchase of radio station KBPI-FM (formerly
KAZY-FM), in Denver (July 1993); the purchase and interim operation of
radio station WOFX-FM (formerly WPPT-FM) under a local marketing agreement
in Cincinnati (April 1994); the purchase of radio stations WJBT-FM, WZAZ-
AM, and WSOL-FM (formerly WHJX-FM) in Jacksonville (August 1995); the
purchase of radio stations WDUV-FM and WBRD-AM in Tampa (August 1995); the
sale of radio stations WMJI-FM, in Cleveland and WYHY(FM), in Nashville
(January 1991), the sale of Telesat Cable TV (May 1994), the January 11,
1993 recapitalization plan, that substantially modified the Company's debt
and capital structure (such recapitalization was accounted for as if it
had been completed January 1, 1993) and the March 1993 refinancing. For
information related to acquisitions in 1993, 1994 and 1995 see Notes 2 and
3 of Notes to Consolidated Financial Statements. For information related
to the disposition during 1994, see Note 4 of Notes to Consolidated
Financial Statements.
(2) Income (loss) per common share for the two years ended December 31, 1992
is based on the weighted average number of shares of Common Stock
outstanding and gives consideration to the dividend requirements of the
convertible preferred stock and accretion of the change in redemption
value of certain common stock warrants. Jacor's stock options and
convertible preferred stock were antidilutive and, therefore, were not
included in the computations. The redeemable common stock warrants were
antidilutive for 1992 and were not included in the computations. Such
warrants were dilutive in 1991 using the "equity method" under Emerging
Issues Task Force Issue No. 88-9 and, therefore, the common shares
issuable upon conversion were included in the 1991 computation. Income per
share for the three years ended December 31, 1995 is based on the weighted
average number of common shares outstanding and gives effect to both
dilutive stock options and dilutive stock purchase warrants during the
periods. Income (loss) per common share and weighted average shares
outstanding for the two years ended December 31, 1992 are adjusted to
reflect the 0.0423618 reverse stock split in Common Stock effected by the
January 1993 recapitalization.
(3) "Broadcast cash flow" means operating income before reduction in carrying
value of assets, depreciation and amortization and corporate general and
administrative expenses. Broadcast cash flow should not be considered in
isolation from, or as a substitute for, operating income, net income or
cash flow and other consolidated income or cash flow statement data
computed in accordance with generally accepted accounting principles or as
a measure of a company's profitability or liquidity. Although this measure
of performance is not calculated in accordance with generally accepted
accounting principles, it is widely used in the broadcasting industry as a
measure of a company's operating performance because it assists in
comparing station performance on a consistent basis across companies
without regard to depreciation and amortization, which can vary
significantly depending on accounting methods (particularly where
acquisitions are involved) or non-operating factors such as historical
cost bases. Broadcast cash flow also excludes the effect of corporate
general and administrative expenses, which generally do not relate
directly to station performance.
(4) Pro forma amounts as of December 31, 1992, to give effect to the January
11, 1993 recapitalization plan that substantially modified Jacor's debt
and capital structure (in 000s):
<TABLE>
<S> <C>
Working capital................................................. $ 15,933
Intangible assets (net of accumulated amortization)............. 82,857
Total assets.................................................... 142,085
Long-term debt.................................................. 64,178
Common stock purchase warrants.................................. 403
Shareholders' equity............................................ 50,890
</TABLE>
27
<PAGE>
CITICASTERS
The selected consolidated financial data for Citicasters presented below for,
and as of the end of each of the years in the five-year period ended December
31, 1995, is derived from Citicasters' Consolidated Financial Statements which
have been audited by Ernst & Young LLP., independent accountants. The
consolidated financial statements at December 31, 1994 and 1995 and for each of
the three years in the period ended December 31, 1995 and the auditors' report
thereon are included elsewhere in this Prospectus. This selected consolidated
financial data should be read in conjunction with the "Unaudited Pro Forma
Financial Information." Comparability of historical consolidated financial data
has been significantly impacted by the dispositions of four television stations
in 1994, the adoption of "fresh-start reporting" by Citicasters in December
1993, the writedown of intangible assets to estimated fair values in 1992 and
the sale of its entertainment business in 1991.
<TABLE>
<CAPTION>
PREDECESSOR(1) CITICASTERS
------------------------------- ------------------
YEAR ENDED DECEMBER 31,
------------------------------------------------------
1991 1992 1993 1994 1995
-------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
OPERATING STATEMENT
DATA:(2)
Net revenue........... $201,556 $ 210,821 $205,168 $197,043 $136,414
Broadcast operating
expense.............. 136,629 142,861 133,070 117,718 80,929
-------- --------- -------- -------- --------
Station operating
income excluding
depreciation and
amortization......... 64,927 67,960 72,098 79,325 55,485
Depreciation and
amortization......... 48,219 47,617 28,119 22,946 14,635
Reduction in carrying
value of assets to
net realizable value. 658,314(3)
Corporate general and
administrative
expenses............. 4,367 4,091 3,996 4,796 4,303
-------- --------- -------- -------- --------
Operating income
(loss)............... 12,341 (642,062) 39,983 51,583 36,547
Net interest income
(expense)............ (89,845) (69,826) (64,942) (31,979) (13,854)
Minority interest..... (28,822) (30,478) (26,776)
Gain on sale of
television stations.. 95,339
Investment income..... 1,296 553 305 1,216 1,231
Miscellaneous income
(expense), net....... 33,133 4,036 (494) 447 (607)
Reorganization items.. (14,872)
-------- --------- -------- -------- --------
Income (loss) from
continuing operations
before income tax and
extraordinary item... $(71,897) $(737,777) $(66,796) $116,606 $ 23,317
======== ========= ======== ======== ========
Net income (loss)..... $ 84,485 $(596,864) $341,344 (4) $ 63,106 $ 14,317
======== ========= ======== ======== ========
Net earnings per
share(5).............. $ 2.55 $ 0.68
======== ========
Average common
shares(5)............. 24,777 21,017
======== ========
OTHER FINANCIAL DATA:(2)
Broadcast cash
flow(6).............. $ 64,927 $ 67,960 $ 72,098 $ 79,325 $ 55,485
======== ========= ======== ======== ========
Broadcast cash flow
margin............... 32.2% 32.2% 35.1% 40.3% 40.7%
EBITDA................ $ 60,560 $ 63,869 $ 68,102 $ 74,529 $ 51,182
Capital expenditures.. 7,014 6,747 5,967 7,569 11,857
</TABLE>
<TABLE>
<CAPTION>
PREDECESSOR CITICASTERS
--------------------- --------------------------
DECEMBER 31,
-------------------------------------------------
1991 1992 1993(7) 1994 1995
---------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital (deficit).. $ (52,520) $(611,634) $ 1,485 $ 47,518 $ 21,929
Intangible assets (net of
accumulated amortization). 1,290,294 539,634 574,878 274,695 312,791
Total assets............... 1,475,929 713,830 719,569 403,492 416,346
Long term debt (including
current portion).......... 692,636 634,777 432,568 122,291 132,481
Shareholders' equity
(deficit)................. 257,835 (339,029) 138,588 150,937 159,692
</TABLE>
28
<PAGE>
- ---------------------
(1) Prior to its emergence from Chapter 11 bankruptcy in December 1993,
Citicasters was known as Great American Communications Company (the
"Predecessor"). As a result of the application of "fresh-start reporting,"
the selected financial data for periods prior to December 31, 1993 are not
comparable to periods subsequent to such date.
(2) The 1995 acquisition of four FM stations (KKCW, WTBT, WHOK and WLLD) and
WLOH-AM increased broadcast cash flow by approximately 2%. The 1994 sale
of four television stations (KTSP, KSAZ, WGHP and WDAF) significantly
effects comparison of net revenues, operating expenses and broadcast cash
flow for 1994 as compared to 1993 and 1995. The purchase and sale of radio
stations in 1994 did not effect the comparison of broadcast cash flow,
because the cash flow of the stations sold was approximately equal to the
cash flow of the stations purchased.
(3) The recorded amount of intangible assets as of December 31, 1992 was
reduced by $658.3 million to reflect the carrying value of the
broadcasting assets at estimated fair market value at that time.
(4) Net income for the year ended December 31, 1993 includes, as an
extraordinary item, a one-time net gain of $408.0 million relating to debt
discharged in the reorganization. Net loss for 1992 includes a $10.7
million gain from discontinued operations and a $5.7 million extraordinary
gain from early extinguishment of debt. Net income from 1991 includes
$39.9 million from discontinued operations and $77.4 million extraordinary
gain from early extinguishment of debt.
(5) Per share data are not presented for the Predecessor due to the general
lack of comparability as a result of the reorganization.
(6) "Broadcast cash flow" means operating income before reduction in carrying
value of assets, depreciation and amortization and corporate general and
administrative expenses. Broadcast cash flow should not be considered in
isolation from, or as a substitute for, operating income, net income or
cash flow and other consolidated income or cash flow statement data
computed in accordance with generally accepted accounting principles or as
a measure of a company's profitability or liquidity. Although this measure
of performance is not calculated in accordance with generally accepted
accounting principles, it is widely used in the broadcasting industry as a
measure of a company's operating performance because it assists in
comparing station performance on a consistent basis across companies
without regard to depreciation and amortization, which can vary
significantly depending on accounting methods (particularly where
acquisitions are involved) or non-operating factors such as historical
cost bases. Broadcast cash flow also excludes the effect of corporate
general and administrative expenses, which generally do not relate
directly to station performance.
(7) Balance sheet data at December 31, 1993 reflects the adoption of "fresh-
start reporting" as discussed in more detail in Note B to Citicasters'
Consolidated Financial Statements.
29
<PAGE>
NOBLE
The following data has been derived from Noble's Consolidated Financial
Statements audited by Price Waterhouse LLP, independent accountants.
Consolidated balance sheets at December 25, 1994 and December 31, 1995 and the
related consolidated statements of operations and of cash flows for the three
years in the period ended December 31, 1995 and notes thereto appear elsewhere
in this Prospectus. The report of Price Waterhouse LLP which also appears
herein contains an explanatory paragraph describing Jacor's agreement to
purchase Noble as described in Note 2 to Noble's Consolidated Financial
Statements. The comparability of the consolidated financial data has been
significantly impacted by acquisitions, dispositions, Noble's August 1995
restructuring and its December 1991 restructuring.
<TABLE>
<CAPTION>
YEAR ENDED
---------------------------------------------------------------------
DECEMBER 28, DECEMBER 27, DECEMBER 26, DECEMBER 25, DECEMBER 31,
1991 1992 1993 1994 1995
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
OPERATING STATEMENT
DATA:(1)
Net revenue .......... $ 58,283 $ 55,368 $ 47,509 $ 49,602 $41,902
Broadcast operating
expense.............. 44,191 43,565 36,944 37,892 31,445
-------- -------- -------- --------- -------
Station operating
income excluding
depreciation and
amortization......... 14,092 11,803 10,565 11,710 10,457
Depreciation and
amortization......... 10,005 8,305 6,916 6,311 4,107
Reduction in carrying
value of assets to
net realizable value. 10,367(2) 7,804(b)
Corporate general
administrative
expenses............. 3,013 2,483 2,702 2,621 2,285
-------- -------- -------- --------- -------
Operating income
(loss)............... 1,074 (9,352) 947 (5,026) 4,065
Net interest income
(expense)............ (25,063) (10,126) (7,602) (10,976) (9,913)
Net gain (loss) on
sale of radio
stations............. (8,403) 7,909
Other income
(expense)............ (7,588) (1,905) 2,619
-------- -------- -------- --------- -------
Income (loss) before
income tax,
extraordinary item
and cumulative effect
of change in
accounting principle. $(31,577) $(29,786) $ 1,254 $ (16,002) $(3,229)
======== ======== ======== ========= =======
Net income (loss)..... $(31,665) $ (5,949)(3) $ 13,452(4) $ (16,038) $56,853(5)
======== ======== ======== ========= =======
OTHER FINANCIAL DATA:(1)
Broadcast cash
flow(6).............. $ 14,092 $ 11,803 $ 10,565 $ 11,710 $10,457
======== ======== ======== ========= =======
Broadcast cash flow
margin............... 24.18% 21.32% 22.24% 23.61% 24.96%
EBITDA................ $ 11,079 $ 9,320 $ 7,863 $ 9,089 $ 8,172
Capital expenditures.. 601 532 3,009 1,124 2,851
<CAPTION>
AS OF
---------------------------------------------------------------------
DECEMBER 28, DECEMBER 27, DECEMBER 26, DECEMBER 25, DECEMBER 31,
1991 1992 1993 1994 1995
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:(1)
Working capital
(deficit)............ $ 8,565 $ 2,265 $ 1,002 $(186,133) $ (479)
Intangible assets (net
of accumulated
amortization)(2)..... 165,052 125,770 101,555 89,849 50,730
Total assets.......... 207,272 156,740 128,055 116,023 77,227
Long term debt
(including current
portion)............. 272,572 231,980 167,491 186,886 81,611
Stockholders' equity
(deficit)............ (114,306) (120,124) (106,672) (122,710) (22,291)
</TABLE>
- -------------------
(1) The comparability of the information reflected in this selected financial
data is affected by Noble's purchase of radio stations WSPD-AM and WRVF-FM
in Toledo (August 1995); the sale of radio stations KBEQ-FM/AM in Kansas
City (March 1995); the sale of radio stations KMJQ-FM and KYOK-AM in
Houston (December 1994); the sale of radio stations WBAB-FM and WGBB-AM in
New York (March 1993); the sale of WSSH-FM in Boston (April 1993); the
purchase of radio stations KATZ-AM and KNJZ-FM in St. Louis (May 1993);
the August 1995 restructuring; and the December 1991 restructuring.
(2) The recorded amount of intangible assets was reduced by $10.4 million as
of December 27, 1992 and $7.8 million as of December 25, 1994 to reflect
the carrying value of the broadcasting assets at their estimated fair
market values.
30
<PAGE>
(3) Net Income for the year ended December 31, 1995 includes, as an
extraordinary item, a $60.1 million gain resulting from the extinguishment
of debt in association with the August 1995 restructuring.
(4) Net Income for the year ended December 26, 1993 includes, an extraordinary
item, a $12.2 million gain on forgiveness of debt, and a $354 thousand
cumulative effect of a change in accounting principle.
(5) Net Income for the year ended December 27, 1992 includes, as an
extraordinary item, a gain of $23.9 million relating to debt discharged in
the December 1991 restructuring.
(6) "Broadcast cash flow" means operating income before reduction in carrying
value of assets, depreciation and amortization and corporate general and
administrative expenses. Broadcast cash flow should not be considered in
isolation from, or as a substitute for, operating income, net income or
cash flow and other consolidated income or cash flow statement data
computed in accordance with generally accepted accounting principles or as
a measure of a company's profitability or liquidity. Although this measure
of performance is not calculated in accordance with generally accepted
accounting principles, it is widely used in the broadcasting industry as a
measure of a company's operating performance because it assists in
comparing station performance on a consistent basis across companies
without regard to depreciation and amortization, which can vary
significantly depending on accounting methods (particularly where
acquisitions are involved) or non-operating factors such as historical
cost bases. Broadcast cash flow also excludes the effect of corporate
general and administrative expenses, which generally do not relate
directly to station performance.
31
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The performance of a radio station group, such as Jacor, is customarily
measured by its ability to generate broadcast cash flow. The primary source of
Jacor's revenue is the sale of broadcasting time on its radio stations for
advertising. Jacor's significant operating expenses are employee salaries,
sports broadcasting rights fees, programming expenses, advertising and
promotion expenses, rental of premises for studios and transmitting equipment
and music license royalty fees. Jacor works closely with local station
management to implement cost control measures.
Jacor's revenue is affected primarily by the advertising rates Jacor's radio
stations are able to charge. These rates are, in large part, based on a
station's ability to attract audiences in the demographic groups targeted by
its advertisers, as principally measured by Arbitron Metro Area Ratings
Surveys.
Most advertising contracts are short-term and run only for a few weeks. Most
of Jacor's revenue is generated from local advertising, which is sold by the
station's sales staff. In 1995, approximately 85% of Jacor's gross revenues
was from local advertising and approximately 15% was from national
advertising. A station's local sales staff solicits advertising, either
directly from the local advertiser or through an advertising agency for the
local advertiser. National advertising sales for most of Jacor's stations are
made by Jacor's national sales managers in conjunction with the efforts of an
independent advertising representative who specializes in national sales and
is compensated on a commission-only basis.
Sports broadcasting and full-service programming features play an integral
part in Jacor's operating strategy. As a result, because of the rights fees
and related costs of broadcasting professional baseball, football and hockey
as well as the costs related to the full-service programming features of its
AM radio stations, Jacor's broadcast cash flow margins are typically lower
than its competitors'.
Jacor's first calendar quarter historically produces the lowest revenues for
the year, and the second and third quarters historically produce the highest
revenues for the year, due in part to revenues received during the summer
months related to the broadcast of Major League Baseball games. During 1995,
however, Jacor recorded higher broadcast revenue and broadcast operating
expenses during the third and fourth quarters than those recorded during the
second quarter due to the Major League Baseball strike. As a result of the
strike, second quarter revenues and operating expenses were lower. For the
entire twelve months of 1995, the strike did not have a material impact on
Jacor's station operating income (broadcast revenue less broadcast operating
expenses).
Jacor's operating results in any period may be affected by the incurrence of
advertising and promotion expenses that do not produce commensurate revenues
in the period in which the expenses are incurred. As a result of Arbitron's
quarterly reporting of ratings, Jacor's ability to realize revenues as a
result of increased advertising and promotional expenses may be delayed for
several months.
The comparability of financial information for the years ended December 31,
1993, 1994 and 1995 is affected by the July 1993 purchase of radio station
KBPI-FM (formerly KAZY-FM) in Denver; the May 1994 sale of Telesat Cable TV;
the June 1995 purchase of radio station WOFX-FM (formerly WPPT-FM) in
Cincinnati, and interim operation of such station from April 1994 to June 1995
under a LMA; the August 1995 purchases of radio stations WJBT-FM, WZAZ-AM, and
WSOL-FM (formerly WHJX-FM), each located in Jacksonville, and WDUV-FM and
WBRD-AM, each located in Tampa. With these acquisitions, Jacor expects to
realize certain cost savings and increased ratings through format
modifications and thereby improve operating results in these markets.
The acquisitions discussed above and the Acquisitions will increase Jacor's
net revenues, broadcast operating expense, depreciation and amortization,
corporate general and administrative expense, and interest
32
<PAGE>
expense. Accordingly, past financial performance should not be considered a
reliable indicator of future performance, and investors should not use
historical trends to anticipate results or trends in future periods.
General economic conditions have an impact on Jacor's business and financial
results. From time to time the markets in which Jacor operates experience weak
economic conditions that may negatively affect revenues of Jacor. However,
management believes that this impact will be somewhat softened by Jacor's
diverse geographical presence.
In the following analysis, management discusses the broadcast cash flow of
Jacor. "Broadcast cash flow" means operating income before reduction in
carrying value of assets, depreciation and amortization and corporate general
and administrative expenses. Broadcast cash flow should not be considered in
isolation from, or as a substitute for, operating income, net income or cash
flow and other consolidated income or cash flow statement data computed in
accordance with generally accepted accounting principles or as a measure of a
company's profitability or liquidity. Although this measure of performance is
not calculated in accordance with generally accepted accounting principles, it
is widely used in the broadcasting industry as a measure of a company's
operating performance because it assists in comparing station performance on a
consistent basis across companies without regard to depreciation and
amortization, which can vary significantly depending on accounting methods
(particularly where acquisitions are involved) or non-operating factors such
as historical cost bases. Broadcast cash flow also excludes the effect of
corporate general and administrative expenses, which generally do not relate
directly to station performance.
THE YEAR ENDED 1995 COMPARED TO THE YEAR ENDED 1994
Broadcast revenue for 1995 was $133.1 million, an increase of $13.5 million
or 11.3% from $119.6 million during 1994. This increase resulted from an
increase in advertising rates in both local and national advertising and from
the revenue generated at those properties owned or operated during 1995 but
not during 1994. On a "same station" basis--reflecting results from stations
operated for the entire twelve months of both 1995 and 1994--broadcast revenue
for 1995 was $125.3 million, an increase of $8.4 million or 7.2% from $116.9
million for 1994.
Agency commissions for 1995 were $14.2 million, an increase of $1.6 million
or 12.6% from $12.6 million during 1994 due to the increase in broadcast
revenue. Agency commissions increased at a greater rate than broadcast revenue
due to a greater proportion of agency sales.
Broadcast operating expenses for 1995 were $87.3 million, an increase of
$6.8 million or 8.5% from $80.5 million during 1994. These expenses increased
as a result of increased selling and other payroll costs, programming costs
and expenses incurred at those properties owned or operated during 1995 but
not during 1994. On a "same station" basis, broadcast operating expenses for
1995 were $81.3 million, an increase of $4.2 million or 5.5% from $77.1
million for 1994.
Depreciation and amortization for 1995 and 1994 was $9.5 million and $9.7
million, respectively.
Operating income for 1995 was $18.6 million, an increase of $5.1 million or
38.1% from an operating income of $13.5 million for 1994.
Interest expense for 1995 was $1.4 million, an increase of $0.9 million or
170.1% from $0.5 million for 1994. Interest expense increased due to an
increase in outstanding debt that was incurred in connection with acquisitions
and stock repurchases.
Net income for 1995 was $11.0 million, compared to net income of $7.9
million reported by Jacor for 1994. The 1994 period includes income tax
expense of $6.3 million, while the 1995 period includes $7.3 million of income
tax expense.
33
<PAGE>
Broadcast cash flow for 1995 was $31.6 million, an increase of $5.1 million
or 19.2%, from $26.5 million during 1994. On a "same station" basis, broadcast
cash flow for 1995 was $30.5 million, an increase of $3.1 million or 11.0%,
from $27.4 million for 1994.
THE YEAR ENDED 1994 COMPARED TO THE YEAR ENDED 1993
Broadcast revenue for 1994 was $119.6 million, an increase of $18.9 million
or 18.8% from $100.7 million during 1993. This increase resulted from an
increase in advertising rates in both local and national advertising and from
the revenue generated at those properties owned or operated during 1994 but
not during 1993. On a "same station" basis--reflecting results from stations
operated for the entire twelve months of both 1994 and 1993--broadcast revenue
for 1994 was $110.7 million, an increase of $11.6 million or 11.6% from $99.1
million for 1993.
Agency commissions for 1994 were $12.6 million, an increase of $1.8 million
or 16.8% from $10.8 million during 1993 due to the increase in broadcast
revenue. Agency commissions increased at a lesser rate than broadcast revenue
due to a greater proportion of direct sales.
Broadcast operating expenses for 1994 were $80.5 million, an increase of
$11.0 million or 15.7% from $69.5 million during 1993. These expenses
increased as a result of expenses incurred at those properties owned or
operated during 1994 but not during 1993 and, to a lesser extent, increased
selling and other payroll costs and programming costs. On a "same station"
basis, broadcast operating expenses for 1994 were $72.0 million, an increase
of $4.1 million or 6.1% from $67.9 million for 1993.
Depreciation and amortization for 1994 and 1993 was $9.7 million and $10.2
million, respectively.
Operating income for 1994 was $13.5 million, an increase of $6.9 million or
103.5% from an operating income of $6.6 million for 1993.
Interest expense for 1994 was $0.5 million, a decrease of $2.2 million or
80.5% from $2.7 million for 1993. Interest expense declined due to the
reduction in outstanding debt, such debt having been retired from the proceeds
of Jacor's November 1993 equity offering.
Net income for 1994 was $7.9 million, compared to net income of $1.4 million
reported by Jacor for 1993. The 1993 period includes income tax expense of
$2.7 million, while the 1994 period includes $6.3 million of income tax
expense.
Broadcast cash flow for 1994 was $26.5 million, an increase of $6.1 million
or 29.9%, from $20.4 million during 1993. On a "same station" basis, broadcast
cash flow for 1994 was $26.4 million, an increase of $6.0 million or 29.0%,
from $20.4 million for 1993.
LIQUIDITY AND CAPITAL RESOURCES
Jacor began 1995 with no outstanding debt and $27.0 million in cash and cash
equivalents. During 1995, Jacor used $59.8 million in cash for acquisitions of
radio stations and licenses and for loans made in connection with Jacor's JSAs
and $21.7 million in cash to purchase shares of its Common Stock. These funds
came from cash on hand together with cash provided from operating activities
and draws under Jacor's 1993 credit agreement aggregating $45.5 million.
During 1995, Jacor made capital expenditures of approximately $5.0 million.
Jacor estimates that capital expenditures for 1996 will be approximately $6.0
million which includes approximately $2.5 million to purchase the building
currently housing the offices and studios of its Tampa radio stations and to
complete the relocation of the offices and studios of its Atlanta radio
stations. Jacor estimates that capital expenditures for the properties to be
acquired from Citicasters and Noble would be approximately $4.0 million in the
12-month period following the consummation of the Acquisitions. The actual
level of spending will depend on a variety of factors, including
34
<PAGE>
general economic conditions and the Company's business. In February 1996,
Jacor entered into the Existing Credit Facility which provided for a $300.0
million reducing revolving facility that reduces on a quarterly basis
commencing March 31, 1997. The credit facility bears interest at floating
rates based on a Eurodollar rate or a bank base rate. See "Description of
Indebtedness."
In connection with the Merger, Jacor anticipates entering into the New
Credit Facility which would provide for availability of $600.0 million
pursuant to a reducing revolving facility that would reduce on a quarterly
basis commencing one year from the date of the facility. It is anticipated
that the New Credit Facility would bear interest at floating rates based on a
Eurodollar rate or a bank base rate. Jacor also anticipates that the New
Credit Facility will provide Jacor with additional credit for future
acquisitions as well as working capital and other general corporate purposes.
See "Description of Indebtedness--New Credit Facility."
Jacor currently expects to fund its acquisition of Noble and expenditures
for capital requirements from available cash balances, internally generated
funds and the availability of borrowings under its Existing Credit Agreement.
Jacor currently expects to fund the Merger with a combination of funds
provided by this Offering and the New Credit Facility and excess cash on hand.
These funds together with cash generated from operations will be sufficient to
meet Jacor's liquidity and capital needs for the foreseeable future.
As a result of entering into the Existing Credit Facility in the first
quarter of 1996, Jacor will write off approximately $1.6 million of
unamortized cost associated with its 1993 credit agreement. In connection with
entering into the New Credit Facility, Jacor anticipates that it will write
off approximately $5.0 million of unamortized cost associated with its
Existing Credit Facility.
The issuance of additional debt will negatively impact Jacor's debt-to-
equity ratio and its results of operations and cash flows due to higher
amounts of interest expense, although the issuance of additional equity will
soften this impact to some extent. Also, if Jacor were not able to complete
the Merger due to certain circumstances, Jacor would incur a one-time charge
of $75.0 million relating to the non-refundable deposit. If debt were used to
finance such payment, it would negatively impact Jacor's future results of
operations and impede Jacor's future growth by limiting the amount available
under the Existing Credit Facility.
CASH FLOWS
Cash flows provided by operating activities, inclusive of working capital,
were $20.6 million, $11.3 million and $9.0 million for 1995, 1994 and 1993,
respectively. Cash flows provided by operating activities in 1995 resulted
primarily from the add-back of $9.5 million of depreciation and amortization
expense to net income of $11.0 million for the period. Cash flows provided by
operating activities in 1994 resulted primarily from net income of $7.9
million generated during the year. The additional $3.4 million resulted
principally from the excess of the sum of the depreciation and amortization
add-back of $9.7 million, together with the add-back of $1.4 million for
provision for losses on accounts and notes receivable over the net change in
working capital of ($7.6) million. Cash flows provided by operating activities
in 1993 resulted primarily from the excess of the sum of the depreciation and
amortization add-back of $10.1 million, together with the $1.4 million of net
income generated during the year over the net change in working capital of
($2.3) million.
Cash flows used by investing activities were ($64.3) million, ($13.7)
million and ($5.5) million for 1995, 1994 and 1993, respectively. Investing
activities include capital expenditures of $5.0 million, $2.2 million and $1.5
million in 1995, 1994 and 1993, respectively. Investing activities in 1995 and
1994 include expenditures of $59.8 million and $14.6 million, respectively,
for acquisitions, the purchase of intangible assets and loans made in
connection with Jacor's JSAs. In addition, 1994 investing activities were net
of $3.2 million of payments received on notes and from the sale of assets.
Investing activities in 1993 included expenditures of $3.9 million relating to
the purchase of radio station assets.
Cash flows provided by financing activities were $24.2 million, $0.7 million
and $12.8 million for 1995, 1994 and 1993. Cash flows provided by financing
activities in 1995 resulted primarily from the $45.5 million in
35
<PAGE>
borrowings under the 1993 credit agreement, together with $0.8 million in
proceeds received from the issuance of Common Stock to Jacor's employee stock
purchase plan and upon the exercise of outstanding stock options net of the
$21.7 million used to repurchase Common Stock. Cash flows from financing
activities in 1994 resulted primarily from the proceeds received from the
issuance of Common Stock upon the exercise of outstanding stock options. The
cash provided by financing activities in 1993 principally was due to the
refinancing of Jacor's senior debt in March 1993 plus the issuance of
additional Common Stock, and the payment of restructuring expenses in 1993.
NEW ACCOUNTING PRONOUNCEMENTS
In October 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("FAS") No. 123 "Accounting for
Stock-Based Compensation." Jacor will continue to apply APB Opinion No. 25 in
accounting for its plans as permitted by this statement. This statement,
however, requires that a company's financial statements include certain
disclosures about stock-based employee compensation arrangements regardless of
the method used to account for them. Pro forma disclosures required by a
company that elects to continue to measure compensation cost using APB Opinion
No. 25 will be made by Jacor for the year ended December 31, 1996.
In March 1995, the FASB issued FAS No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of." This statement
requires Jacor to review for possible impairment of long-lived assets and
certain identifiable intangibles when circumstances indicate that the carrying
value of these assets may not be recoverable. Jacor will adopt the statement
in the first quarter of 1996, the effect of which will be immaterial to
Jacor's Consolidated Financial Statements.
36
<PAGE>
BUSINESS
GENERAL
Jacor, upon consummation of the Acquisitions, will be the second largest
radio group in the nation owning and/or operating 50 radio stations and two
television stations in 13 markets across the United States. Jacor's strategic
objective is to be the leading radio broadcaster in each of its markets.
Consistent with this objective, Jacor entered into agreements to acquire 29
radio stations and two television stations for approximately $950.0 million
within two weeks of the enactment of the Telecom Act. The Company will have
multiple station platforms in Atlanta, San Diego, St. Louis, Phoenix, Tampa,
Denver, Portland, Kansas City, Cincinnati, Sacramento, Columbus, Jacksonville
and Toledo. These markets are among the most attractive radio markets in the
country, demonstrating, as a group, radio revenue growth in excess of the
radio industry average over the last five years. In 1995, the Company would
have been the top billing radio group in 9 of its 13 markets and would have
had net revenue and broadcast cash flow of $306.5 million and $107.5 million,
respectively.
The following table sets forth certain information regarding the Company and
its markets:
<TABLE>
<CAPTION>
COMPANY DATA MARKET DATA
------------------------------------------------- ------------------------------
RADIO RADIO NO. OF 1995 1995 1990-1995
RADIO REVENUE AUDIENCE STATIONS METROPOLITAN RADIO REVENUE
REVENUE MARKET SHARE MARKET SHARE ----------- STATISTICAL REVENUE CAGR
MARKET MARKET RANK % % AM FM TV AREA RANK RANK %
------ ----------- ------------ ------------ --- --- --- ------------ ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Atlanta................. 1 23.2 15.8 1 3 -- 9 10 9.2
San Diego(1)............ 1 13.9 6.7 1 2 -- 13 13 5.5
Tampa................... 1 24.3 26.4 2 4 1 23 20 6.2
Denver(2)............... 1 45.9 30.6 4 4 -- 26 18 8.6
Portland................ 1 25.3 17.4 1 2 -- 27 26 8.4
Cincinnati(3)........... 1 56.8 38.8 2 4 1 30 23 7.4
Columbus................ 1 37.9 20.9 2 3 -- 38 31 6.7
Jacksonville............ 1 26.2 22.6 2 3 -- 57 50 7.9
Toledo.................. 1 27.9 27.5 1 2 -- 85 77 5.6
Sacramento.............. 2 14.3 7.0 -- 2 -- 34 21 4.6
Kansas City............. 3 15.3 12.9 1 1 -- 29 29 4.3
St. Louis............... 6 8.6 10.0 1 2 -- 16 17 4.5
Phoenix................. 7 6.6 3.8 1 1 -- 17 16 6.1
</TABLE>
- ---------------------
(1) Includes XTRA-FM and XTRA-AM, stations Jacor provides programming to and
sells air time for under an exclusive sales agency agreement.
(2) Includes stations for which Jacor sells advertising time pursuant to a
joint sales agreement.
(3) Excludes three stations for which Jacor sells advertising time pursuant to
joint sales agreements.
BUSINESS STRATEGY
Jacor's strategic objective is to be the leading radio broadcaster in each
of its markets. Jacor intends to acquire individual radio stations or radio
groups that strengthen its market position and that maximize the operating
performance of its broadcast properties. Specifically, Jacor's business
strategy centers upon:
Individual Market Leadership. Jacor strives to maximize the audience ratings
in each of its markets in order to capture the largest share of the radio
advertising revenue in the market. Jacor focuses on those markets where it
believes it has the potential to be the leading radio group in the market. By
operating multiple radio stations in its markets, Jacor is able to operate its
stations at lower costs, reduce the risk of direct format competition and
provide advertisers with the greatest access to targeted demographic groups.
For 1995, the Company would have had the number one radio revenue market share
in Atlanta (23%), San Diego (14%), Tampa (24%), Denver (46%), Portland (25%),
Cincinnati (57%), Columbus (38%), Jacksonville (26%) and Toledo (28%). The
Company's aggregate radio revenue market share for 1995 would have been
approximately 25%.
37
<PAGE>
Acquisition and Market Development. Jacor's acquisition strategy focuses on
acquiring both developed, cash flow producing stations and underdeveloped
"stick" properties that complement its existing portfolio and strengthen its
overall market position. Jacor has been able to improve the ratings of "stick"
properties with increased marketing and focused programming that complements
its existing radio station formats. Additionally, Jacor utilizes its strong
market presence to boost the revenues and cash flow of "stick" properties by
encouraging advertisers to buy advertising in a package with its more
established stations. The Company may enter new markets through acquisitions
of radio groups that have multiple station ownership in such groups' markets.
Additionally, the Company will seek to acquire individual stations in new
markets that it believes are fragmented and where a market-leading position
can be created through additional in-market acquisitions. The Company may exit
markets it views as having limited strategic appeal by selling or swapping
existing stations for stations in other markets where the Company operates, or
for stations in new markets.
Diverse Format Expertise. Jacor management has developed programming
expertise over a broad range of radio formats. This management expertise
enables Jacor to specifically tailor the programming of each station in a
market in order to maximize Jacor's overall market position. Jacor utilizes
sophisticated research techniques to identify opportunities within each market
and programs its stations to provide complete coverage of a demographic or
format type. This strategy allows Jacor to deliver highly effective access to
a target demographic and capture a higher percentage of the radio advertising
market.
Distinct Station Personalities. Jacor engages in a number of creative
programming and promotional efforts designed to create listener loyalty and
station brand awareness. Through these efforts, management seeks to cultivate
a distinct personality for each station based upon the unique characteristics
of each market. Jacor hires dynamic on-air personalities for key morning and
afternoon "drive times" and provides comprehensive news, traffic and weather
reports to create active listening by the audience. This commitment to
"foreground" or "high impact" programming has successfully generated
significant audience share.
One of the methods Jacor utilizes to develop the personality of its AM radio
stations is by broadcasting professional sporting events and related
programming. Currently, Jacor has the broadcast rights for the Cincinnati
Reds, Cincinnati Bengals, Colorado Rockies, Denver Broncos, Los Angeles Kings
and San Diego Chargers. In addition, WGST-AM in Atlanta has the broadcast
rights to serve as the official information station for the 1996 Olympic
Games. Sports broadcasting serves as a key "magnet" for attracting audiences
to a station and then introducing them to other programming features, such as
local and national news, entertaining talk, and weather and traffic reports.
Strong AM Stations. Jacor is an industry leader in successfully operating AM
stations. While many radio groups primarily utilize network or simulcast
programming on their AM stations, Jacor also develops unique programming for
its AM stations to build strong listener loyalty and awareness. Utilizing this
operating focus and expertise, Jacor has developed its AM stations in Denver
and Cincinnati into the revenue and ratings leaders among both AM and FM
stations in their respective markets. Jacor's targeted AM programming adds to
Jacor's ability to lead its markets and results in more complete coverage of
the listener base.
Although the cost structure of a large scale AM station generally results in
lower operating margins than typical music-based FM stations, the majority of
Jacor's AM stations generate substantial levels of broadcast cash flow.
Historically, Citicasters and Noble have not focused on their AM operations to
the same extent as Jacor. Accordingly, most of the AM stations to be acquired
meaningfully underperform Jacor's AM stations, and management believes such
stations have the potential to generate significant incremental cash flow.
Powerful Broadcast Signals. A station's ability to maintain market
leadership depends in part upon the strength of its broadcasting delivery
system. A powerful broadcast signal enhances delivery range and clarity,
thereby influencing listener preference and loyalty. Many of Jacor's stations'
broadcasting signals are among the strongest in their respective markets
reinforcing its market leadership. Jacor opportunistically upgrades the power
and quality of the signals at stations it acquires. Following the consummation
of the Acquisitions, Jacor expects that relatively inexpensive technical
upgrades in certain markets will provide for significantly greater signal
presence.
38
<PAGE>
RADIO STATION OVERVIEW
The following sets forth certain information regarding the 50 radio stations
that will be owned and/or operated by the Company upon completion of the
Acquisitions, and the two San Diego stations for which Jacor provides
programming and for which it sells air time.
<TABLE>
<CAPTION>
TARGET
JACOR(J) COMBINED COMBINED DEMOGRAPHIC
MARKET/ CITICASTERS(C) RADIO REVENUE RADIO REVENUE TARGET SHARE
STATION NOBLE(N) MARKET RANK MARKET SHARE % FORMAT DEMOGRAPHIC %/RANK
------- -------------- ------------- -------------- ------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
ATLANTA 1 23.2
WPCH-FM J Adult Contemporary Women 25-54 9.8/2
WGST-AM/FM(1) J News Talk Men 25-54 5.5/17
WKLS-FM C Album Oriented Rock Men 18-34 11.3/3
SAN DIEGO 1 13.9
KHTS-FM J TBD
XTRA-FM(2) N Rock Alternative Men 18-34 10.5/1
XTRA-AM(2) N Sports Men 25-54 4.5/6
DENVER (3) 1 45.9
KOA-AM J News Talk Men 25-54 10.4/1
KRFX-FM J Classic Rock Men 25-54 9.6/2
KBPI-FM J Album Oriented Rock Men 18-34 10.0/2
KTLK-AM J Talk Adults 35-64 3.2/10
KHIH-FM N Jazz Adults 25-54 4.9/10
KHOW-AM N Talk Adults 25-54 1.8/18
KBCO-AM N Talk Adults 25-54 --
KBCO-FM N Album Oriented Rock Men 18-34 6.8/3
PHOENIX 7 6.6
KSLX-AM/FM C Classic Rock Men 25-54 6.9/3
ST. LOUIS 6 8.6
KMJM-FM N Urban Adult Contemporary Adults 25-54 6.3/6
KATZ-FM N Urban Talk Adults 25-54 1.2/18
KATZ-AM N Black Oldies Adults 35-64 1.6/15
TAMPA 1 24.3
WFLA-AM J News Talk Adults 25-54 3.7/13
WFLZ-FM J Contemporary Hit Radio Adults 18-34 16.1/1
WDUV-FM J Beautiful/EZ Adults 35-64 4.5/10
WBRD-AM J Talk Adults 35-64 --
WXTB-FM C Album Oriented Rock Men 18-34 21.8/1
WTBT-FM C Classic Rock Men 25-54 6.0/5
CINCINNATI (3) 1 56.8
WLW-AM J News Talk Men 25-54 16.8/1
WEBN-FM J Album Oriented Rock Men 18-34 21.0/1
WOFX-FM J Classic Rock Men 25-54 5.9/6
WCKY-AM J Talk Adults 35-64 5.9/6
WWNK-FM C Adult Contemporary Women 25-54 7.8/4
WKRQ-FM C Contemporary Hit Radio Women 18-34 13.5/2
COLUMBUS 1 37.9
WTVN-AM C Adult Contemporary/Talk Adults 25-54 4.9/7
WLVQ-FM C Album Oriented Rock Men 18-34 11.3/2
WHOK-FM C Country Adults 25-54 4.0/8
WLLD-FM C Country Adults 25-54 3.3/11
WLOH-AM C News Adults 35-64 --
KANSAS CITY 3 15.3
WDAF-AM C Country Adults 35-64 8.3/2
KYYS-FM C Album Oriented Rock Men 18-34 11.7/4
SACRAMENTO 2 14.3
KRXQ-FM C Album Oriented Rock Men 18-34 6.2/5
KSEG-FM C Classic Rock Men 25-54 6.2/4
</TABLE>
39
<PAGE>
<TABLE>
<CAPTION>
TARGET
JACOR(J) COMBINED COMBINED DEMOGRAPHIC
MARKET/ CITICASTERS(C) RADIO REVENUE RADIO REVENUE TARGET SHARE
STATION NOBLE(N) MARKET RANK MARKET SHARE % FORMAT DEMOGRAPHIC %/RANK
------- -------------- ------------- -------------- ------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
PORTLAND 1 25.3
KEX-AM C News Talk Adults 35-64 7.0/3
KKCW-FM C Adult Contemporary Women 25-54 10.4/1
KKRZ-FM C Contemporary Hit Radio Women 18-34 12.8/1
TOLEDO 1 27.9
WSPD-AM N News Talk Adults 35-64 4.7/7
WVKS-FM N Contemporary Hit Radio Adults 18-34 11.9/2
WRVF-FM N Adult Contemporary Women 25-54 14.8/2
JACKSONVILLE 1 26.2
WJBT-FM J Urban Adults 18-34 6.7/6
WQIK-FM J Country Adults 25-54 9.8/2
WSOL-FM J Adult Urban Adults 25-54 7.3/5
WZAZ-AM J Urban Talk Adults 35-64 0.9/17
WJGR-AM J Talk Adults 25-54 0.8/17
</TABLE>
- ---------------------
(1) Jacor provides programming and sells air time for the FM station pursuant
to a LMA.
(2) Jacor provides programming and sells air time for these stations under an
exclusive sales agency agreement.
(3) Excludes stations WAQZ-FM, WAOZ-AM and WSAI-AM in Cincinnati and KTCL-FM
in Denver which Jacor sells advertising time for pursuant to JSAs.
TELEVISION
Upon the acquisition of Citicasters, Jacor will own a television station in
each of the Cincinnati and Tampa markets where it currently owns and operates
multiple radio stations. Owning and operating television and radio stations in
the same market requires an FCC waiver. See "Risk Factors--Pending
Acquisitions." By operating television stations in markets where Jacor has a
significant radio presence, Jacor expects to realize significant operating
advantages, including shared news departments and administrative overhead, as
well as cross-selling of advertising time and cross promotions.
The following table sets forth certain information regarding these stations
and the markets in which they operate:
<TABLE>
<CAPTION>
COMMERCIAL
STATIONS
STATION RANK (1) IN MARKET
TV ----------------- -----------
NATIONAL HOUSEHOLDS ADULTS
MARKET IN DMA (1) TV AGED CABLE NETWORK
MARKET/STATION RANK (1) (000S) HOUSEHOLDS 25-54 VHF UHF SUBSCRIBER% AFFILIATION
- -------------- -------- ---------- ---------- ------ ----- ----- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Tampa, FL 15 1,395 2 4 2 8 70 CBS
WTSP
Cincinnati,
OH 29 793 3 1T 3 2 61 ABC(2)
WKRC
</TABLE>
- ---------------------
(1)Rankings for Designated Market Area ("DMA"), 6:00 a.m. to 2:00 a.m.,
Sunday-Saturday for "TV Households" and "Adults aged
25-54." "T" designates tied. This market information is from Nielsen.
(2)This station is scheduled to switch its network affiliation to CBS in June
1996.
RECENT DEVELOPMENTS
In February 1996, Jacor entered into an agreement to acquire Citicasters.
Citicasters owns and/or operates 19 radio stations, located across the United
States in Atlanta, Phoenix, Tampa, Portland, Kansas City, Cincinnati,
Sacramento, Columbus and two television stations, one located in Tampa and one
in Cincinnati. The Citicasters acquisition enhances Jacor's existing station
portfolios in Atlanta, Tampa and Cincinnati and creates new multiple station
platforms in Phoenix, Portland, Kansas City, Sacramento and Columbus.
40
<PAGE>
Also, in February 1996, Jacor entered into an agreement to acquire Noble,
which owns ten radio stations serving Denver, St. Louis and Toledo. Pending
the closing of this transaction, Jacor and Noble have entered into time
brokerage agreements with respect to Noble's radio stations in St. Louis and
Toledo. Jacor also acquired from Noble the right to provide programming to and
sells the air time for one AM and one FM station serving the San Diego market.
The Noble acquisition enhances Jacor's existing portfolio in Denver where it
will own eight stations, in addition to creating new multiple station
platforms in St. Louis and Toledo, where Jacor will own two of the four Class
B FM stations.
In February 1996, Jacor sold the business and certain operating assets of
radio stations WMYU-FM and WWST-FM in Knoxville. Jacor received approximately
$6.5 million in cash for this sale.
During 1995, Jacor actively pursued the acquisition of selected stations in
its existing markets and targeted new markets and acquired six radio stations.
In August 1995, Jacor acquired the business and certain operating assets of
radio stations WDUV-FM and WBRD-AM in Tampa. In September 1995, Jacor
exercised its purchase option to acquire ownership of the licensee of radio
station KHTS-FM (formerly KECR) in San Diego. In 1995, Jacor acquired the call
letters, programming and certain contracts of radio station WOFX-FM in
Cincinnati and then changed the call letters of its FM broadcast station WPPT
to WOFX. Jacor also acquired radio stations WSOL-FM (formerly WHJX), WJBT-FM
and WZAZ-AM in Jacksonville. The aggregate cash purchase price for these
acquisitions was approximately $37.7 million.
ADVERTISING
Radio stations generate the majority of their revenue from the sale of
advertising time to local and national spot advertisers and national network
advertisers. Radio serves primarily as a medium for local advertising. The
growth in total radio advertising revenue tends to be fairly stable and has
generally grown at a rate faster than the Gross National Product ("GNP"). With
the exception of 1991, when total radio advertising revenue fell by
approximately 3.1% compared to the prior year, advertising revenue has risen
in each of the past 15 years more rapidly than either inflation or the GNP.
Total advertising revenue in 1994 of $10.2 billion, as reported by RAB, was
its highest level in the industry's history.
During the year ended December 31, 1995, approximately 82% of Jacor's
broadcast revenue would have been generated from the sale of local advertising
and approximately 18% from the sale of national advertising. Jacor believes
that radio is one of the most efficient, cost-effective means for advertisers
to reach specific demographic groups. The advertising rates charged by Jacor's
radio stations are based primarily on (i) the station's ability to attract an
audience in the demographic groups targeted by its advertisers (as measured
principally by quarterly Arbitron rating surveys that quantify the number of
listeners tuned to the station at various times), (ii) the number of stations
in the market that compete for the same demographic group, (iii) the supply of
and demand for radio advertising time and (iv) the supply and pricing of
alternative advertising media.
Jacor emphasizes an aggressive local sales effort because local advertising
represents a large majority of Jacor's revenues. Jacor's local advertisers
include automotive, retail, financial institutions and services and
healthcare. Each station's local sales staff solicits advertising, either
directly from the local advertiser or through an advertising agency for the
local advertisers. Jacor pays a higher commission rate to the sales staff for
generating direct sales because Jacor believes that through a strong
relationship directly with the advertiser, it can better understand the
advertiser's business needs and more effectively design an advertising
campaign to help the advertiser sell its product. Jacor employs personnel in
each market to produce commercials for the advertisers. National advertising
sales for each of Jacor's stations are made by Jacor's national sales managers
in conjunction with the efforts of an independent advertising representative
who specializes in national sales and is compensated on a commission-only
basis.
41
<PAGE>
Jacor believes that sports broadcasting, absent unusual circumstances, is a
stable source of advertising revenues. There is less competition for the
sports listener, since only one radio station can offer a particular game. In
addition, due to the higher degree of audience predictability, sports
advertisers tend to sign contracts which are generally longer term and more
stable than Jacor's other advertisers. Jacor's sales staffs are particularly
skilled in sales of sports advertising.
According to the Radio Advertising Bureau Radio Marketing Guide and Fact
Book for Advertisers, 1994-1995, each week, radio reaches approximately 76.7%
of all Americans over the age of 12. More than one-half of all radio listening
is done outside the home, in contrast to other advertising mediums, and three
out of four adults are reached by car radio each week. The average listener
spends approximately three hours and 20 minutes per day listening to radio.
The highest portion of radio listenership occurs during the morning,
particularly between the time a listener wakes up and the time the listener
reaches work. This "morning drive time" period reaches more than 85% of people
over 12 years of age and, as a result, radio advertising sold during this
period achieves premium advertising rates.
Jacor believes operating multiple stations in a market gives it significant
opportunities in competing for advertising dollars. Each multiple station
platform better positions Jacor to access a significant share of a given
demographic segment making Jacor stations more attractive to advertisers
seeking to reach that segment of the population.
COMPETITION; CHANGES IN THE BROADCASTING INDUSTRY
The radio broadcasting industry is a highly competitive business. The
success of each of the Company's stations will depend significantly upon its
audience ratings and its share of the overall advertising revenue within its
market. The Company's stations will compete for listeners and advertising
revenue directly with other radio stations as well as many other advertising
media within their respective markets. Radio stations compete for listeners
primarily on the basis of program content and by hiring high-profile talent
that appeals to a particular demographic group. By building in each of its
markets a strong listener base comprised of a specific demographic group, the
Company will be able to attract advertisers seeking to reach those listeners.
In addition to management experience, factors which are material to
competitive position include the station's rank among radio stations in its
market, transmitter power, assigned frequency, audience characteristics, local
program acceptance and the number and characteristics of other stations in the
market area, and other advertising media in that market. Jacor attempts to
improve its competitive position with promotional campaigns aimed at the
demographic groups targeted by its stations and by sales efforts designed to
attract advertisers. Recent changes in the FCC's policies and rules permit
increased joint ownership and joint operation of local radio stations. Those
stations taking advantage of these joint arrangements may in certain
circumstances have lower operational costs and may be able to offer
advertisers more attractive rates and services.
The Company's audience ratings and competitive position will be subject to
change, and any adverse change in a particular market could have a material
adverse effect on the revenue of the Company's stations in that market.
Although Jacor believes that each of the Company's stations will be able to
compete effectively in the market, there can be no assurance that any one of
the Company's stations will be able to maintain or increase its current
audience ratings and advertising revenue.
Although the radio broadcasting industry is highly competitive, some legal
restrictions on entry exist. The operation of a radio broadcast station
requires a license from the FCC and the number of radio stations that can
operate in a given market is limited by the availability of the FM and AM
radio frequencies that the FCC will license in that market.
42
<PAGE>
Jacor's stations also compete directly for advertising revenues with other
media, including broadcast television, cable television, newspapers,
magazines, direct mail, coupons and billboard advertising. In addition, the
radio broadcasting industry is subject to competition from new media
technologies that are being developed or introduced, such as the delivery of
audio programming by cable television systems and by digital audio
broadcasting. The radio broadcasting industry historically has grown despite
the introduction of new technologies for the delivery of entertainment and
information, such as television broadcasting, cable television, audio tapes
and compact disks. Greater population and greater availability of radios,
particularly car and portable radios, have contributed to this growth. There
can be no assurance, however, that the development or introduction in the
future of any new media technology will not have an adverse effect on the
radio broadcasting industry. Jacor also competes with other radio station
groups to purchase additional stations.
The FCC has allocated spectrum for a new technology, satellite digital audio
radio services ("DARS"), to deliver audio programming. The FCC has proposed,
but not yet adopted licensing and operating rules for DARS, so that the
allocated spectrum is not yet available for service. Jacor cannot predict when
and in what form such rules will be adopted. The FCC granted a waiver in
September 1995 to permit one potential DARS operator to commence construction
of a DARS satellite system, with the express notice that the FCC might not
license such operator to provide DARS, nor would such waiver prejudge the
ongoing rule making proceeding. DARS may provide a medium for the delivery by
satellite or terrestrial means of multiple new audio programming formats to
local and/or national audiences. Digital technology also may be used in the
future by terrestrial radio broadcast stations either on existing or alternate
broadcasting frequencies, and the FCC has stated that it will consider making
changes to its rules to permit AM and FM radio stations to offer digital sound
following industry analysis of technical standards. In addition, the FCC has
authorized an additional 100 KHz of band width for the AM band and will soon
allocate frequencies in this new band to certain existing AM station licensees
that applied for migration prior to the FCC's cut-off date. At the end of a
transition period, those licensees will be required to return to the FCC
either the license for their existing AM band station or the license for the
expanded AM band station. None of the stations to be affiliated with the
Company have sought authorizations for operations on the expanded AM band.
Television stations compete for audiences and advertising revenues with
radio and other television stations and cable systems in their market areas
and with other advertising media such as newspapers, magazines, outdoor
advertising and direct mail. Competition for sales of television advertising
time is based primarily on the anticipated and actually delivered size and
demographic characteristics of audiences as determined by various services,
price, the time of day when the advertising is to be broadcast, competition
from other television stations, including affiliates of other television
broadcast networks, cable television systems and other media and general
economic conditions. Competition for audiences is based primarily on the
selection of programming, the acceptance of which is dependent on the reaction
of the viewing public, which is often difficult to predict. Additional
elements that are material to the competitive position of television stations
include management experience, authorized power and assigned frequency. The
broadcasting industry is continuously faced with technical changes and
innovations, the popularity of competing entertainment and communications
media, changes in labor conditions, and governmental restrictions or actions
of Federal regulatory bodies, including the FCC, any of which could possibly
have a material effect on a television station's operations and profits. There
are sources of video service other than conventional television stations, the
most common being cable television, which can increase competition for a
broadcasting television station by bringing into its market distant
broadcasting signals not otherwise available to the station's audience,
serving as a distribution system for national satellite-delivered programming
and other non-broadcast programming originated on a cable system and selling
advertising time to local advertisers. Other principal sources of competition
include home video exhibition and direct-to-home broadcast satellite
television ("DBS") entertainment services. Moreover, technology advances and
regulatory changes affecting programming delivery through fiber optic
telephone lines and video compression could lower entry barriers for new video
channels and encourage the development of increasingly specialized "niche"
programming. The Telecom Act permits telephone companies to provide video
distribution services via radio communication, on a common carrier basis, as
"cable systems" or as "open video systems," each pursuant to different
regulatory schemes. Jacor is unable to predict the effect that technological
and
43
<PAGE>
regulatory changes will have on the broadcast television industry and on the
future profitability and value of a particular broadcast television station.
The FCC authorizes DBS services throughout the United States. Currently, two
FCC permittees, DirecTv and United States Satellite Broadcasting, provide
subscription DBS services via high power communications satellites and small
dish receivers, and other companies provide direct-to-home video service using
lower powered satellites and larger receivers. Additional companies are
expected to commence direct-to-home operations in the near future. DBS, as
well as other new technologies, will further increase competition in the
delivery of video programming.
Jacor cannot predict what other matters might be considered in the future,
nor can it judge in advance what impact, if any, the implementation of any of
these proposals or changes might have on its business.
FEDERAL REGULATION OF BROADCASTING
The ownership, operation and sale of stations are subject to the
jurisdiction of the FCC, which acts under authority granted by the
Communications Act. Among other things, the FCC assigns frequency bands for
broadcasting; determines the particular frequencies, locations and power of
stations; issues, renews, revokes and modifies station licenses; determines
whether to approve changes in ownership or control of station licenses;
regulates equipment used by stations; adopts and implements regulations and
policies that directly or indirectly affect the ownership, operation and
employment practices of stations; and has the power to impose penalties for
violations of its rules or the Communications Act. On February 8, 1996, the
President signed the Telecom Act. The Telecom Act, among other measures,
directs the FCC to (a) eliminate the national radio ownership limits; (b)
increase the local radio ownership limits as specified in the Telecom Act; (c)
issue broadcast licenses for periods of eight years; and (d) eliminate the
opportunity for the filing of competing applications against broadcast renewal
applications. Certain of these measures have been adopted by the FCC by an
order released in March 1996, which will be effective upon publication in the
Federal Register. Other provisions of the Telecom Act will be acted upon by
the FCC through rule-making proceedings, presently scheduled for completion by
the end of 1996.
Radio stations in the United States operate either by Amplitude Modulation
(AM), conducted on 107 different frequencies located between 540 and 1600
kilohertz (kHz) (plus 10 frequencies between 1610-1710 kHz on the newly
expanded AM band) in the low frequency band of the electromagnetic spectrum,
or by Frequency Modulation (FM), conducted on approximately 100 different
frequencies located between 88 and 108 megahertz (MHz) at the very high
frequency band of the electromagnetic spectrum.
Television stations in the United States operate as either Very High
Frequency (VHF) stations (channels 2 through 13) or Ultra High Frequency (UHF)
stations (channels 14-69). UHF stations in many cases have a weaker signal and
therefore do not achieve the same coverage as VHF stations.
License Grants and Renewals. The Communications Act provides that a
broadcast station license may be granted to an applicant if the grant would
serve the public interest, convenience and necessity, subject to certain
limitations referred to below. In making licensing determinations, the FCC
considers the legal, technical, financial and other qualifications of the
applicant, including compliance with the Communications Act's limitations on
alien ownership, compliance with various rules limiting common ownership of
broadcast, cable and newspaper properties, and the "character" of the licensee
and those persons holding "attributable" interests in the licensee. Broadcast
station licenses are granted for specific periods of time and, upon
application, are renewable for additional terms. The Telecom Act amends the
Communications Act to provide that broadcast station licenses be granted, and
thereafter renewed, for a term not to exceed eight years, if the FCC finds
that the public interest, convenience, and necessity would be served.
Generally, the FCC renews licenses without a hearing. The Telecom Act amends
the Communications Act to require the FCC to grant an application for renewal
of a broadcast station license if: (1) the station has served the public
interest, convenience and necessity; (2) there have been no serious violations
by the licensee of the
44
<PAGE>
Communications Act or the rules and regulations of the FCC; and (3) there have
been no other violations by the licensee of the Communications Act or the
rules and regulations of the FCC which, taken together, would constitute a
pattern of abuse. Pursuant to the Telecom Act, competing applications against
broadcast renewal applications will no longer be entertained. The Telecom Act
provides that if the FCC, after notice and an opportunity for a hearing,
decides that the requirements for renewal have not been met and that no
mitigating factors warrant lesser sanctions, it may deny a renewal
application. Only thereafter may the FCC accept applications by third parties
to operate on the frequency of the former licensee. The Communications Act
continues to authorize the filing of petitions to deny against license renewal
applications during particular periods of time following the filing of renewal
applications. Petitions to deny can be used by interested parties, including
members of the public, to raise issues concerning the qualifications of the
renewal applicant.
Except for certain of the Company's Florida stations, whose licenses have
been renewed for seven years expiring in 2003, the current seven-year terms of
the broadcasting licenses of all of the Company's stations expire in 1996,
1997 and 1998. Jacor does not anticipate any material difficulty in obtaining
license renewals for eight-year terms in the future.
The following sets forth the market, FCC license classification, antenna
height above average terrain ("HAAT"), power, frequency and FCC license
expiration date for the 50 radio stations that will be owned and/or operated
by the Company upon completion of the Acquisitions and the two San Diego
stations to which Jacor provides programming and for which it sells air time.
<TABLE>
<CAPTION>
HAAT EXPIRATION
FCC IN POWER IN DATE OF
MARKET/STATION CLASS FEET KILOWATTS FREQUENCY FCC LICENSE
-------------- ----- ---- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
ATLANTA, GA
WPCH-FM C 984 100 94.9 MHz 4/1/96
WGST-AM 2 -- 50/1 640 kHz 4/1/96
WGST-FM(1) C2 492 50 105.7 MHz 4/1/96
WKLS-FM C 984 100 96.1 MHz
SAN DIEGO, CA
KHTS-FM B 1887 1.8 93. 3 MHz 12/1/97
XTRA-FM(2) C 804 100 91.1 MHz (3)
XTRA-AM(2) 1 -- 77/50 690 kHz (3)
DENVER, CO(4)
KOA-AM 1B 50/50 850 kHz 4/1/97
KRFX-FM C 1045 100 103.5 MHz 4/1/97
KBPI-FM C 988 100 106.7 MHz 4/1/97
KTLK-AM 2 -- 50/1 760 kHz 4/1/97
KHIH-FM C 1608 100 95.7 MHz 4/1/97
KHOW-AM 3 -- 5/5 630 kHz 4/1/97
KBCO-AM 2 -- 5/.1 1190 kHz 4/1/97
KBCO-FM C 1542 100 97.3 MHz 4/1/97
PHOENIX, AZ
KSLX-AM 3 -- 5/.52 1440 kHz 10/1/97
KSLX-FM C 1841 100 100.7 MHz 10/1/97
ST. LOUIS, MO
KMJM-FM C 1027 100 107.7 MHz 2/1/97
KATZ-FM B 489 50 100.3 MHz 12/1/96
KATZ-AM 3 -- 5/5 1600 kHz 2/1/97
TAMPA, FL
WFLA-AM 3 -- 5/5 970 kHz 2/1/03
WFLZ-FM C 1350 98.5 93.3 MHz 2/1/03
WDUV-FM C 1358 100 103.5 MHz 2/1/03
WBRD-AM 3 -- 2.5/1 1420 kHz 2/1/03
WXTB-FM C 1345 100 97.9 MHz 2/1/03
WTBT-FM A 285 6 105.5 MHz 2/1/03
CINCINNATI, OH(4)
WLW-AM 1A -- 50/50 700 kHz 10/1/96
WEBN-FM B 876 16.6 102.7 MHz 10/1/96
WOFX-FM B 909 16 92.5 MHz 10/1/96
WCKY-AM 3 -- 5/1 550 kHz 10/1/96
WWNK-FM B 600 32 94.1 MHz 10/1/96
WKRQ-FM B 876 16.2 101.9 MHz 10/1/96
</TABLE>
45
<PAGE>
<TABLE>
<CAPTION>
HAAT EXPIRATION
FCC IN POWER IN DATE OF
MARKET/STATION CLASS FEET KILOWATTS FREQUENCY FCC LICENSE
-------------- ----- ---- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
COLUMBUS, OH
WTVN-AM 3 5/5 610 kHz 10/1/96
WLVQ-FM B 751 18 96.3 MHz 10/1/96
WHOK-FM B 761 21 95.5 MHz 10/1/96
WLLD-FM A 755 .580 98.9 MHz 10/1/96
WLOH-AM 3 -- 1/0 1320 kHz 10/1/96
KANSAS CITY, MO
WDAF-AM 3 -- 5/5 610 kHz 12/1/96
KYYS-FM C 1001 100 102.1 MHz 12/1/96
SACRAMENTO, CA
KRXQ-FM B 325 25 93.7 MHz 12/1/97
KSEG-FM B 499 50 96.9 MHz 12/1/97
PORTLAND, OR
KEX-AM 1B -- 50/50 1190 kHz 2/1/98
KKCW-FM C 1654 100 103.3 MHz 2/1/98
KKRZ-FM C 1434 100 100.3 MHz 2/1/98
TOLEDO, OH
WSPD-AM 3 -- 5/5 1370 kHz 10/1/96
WVKS-FM B 479 50 92.5 MHz 10/1/96
WRVF-FM B 807 19.1 101.5 MHz 10/1/96
JACKSONVILLE, FL
WJBT-FM A 299 6 92.7 MHz 2/1/03
WQIK-FM C 1014 100 99.1 MHz 2/1/03
WSOL-FM C 1463 100 101.5 MHz 2/1/03
WZAZ-AM 4 -- 1/1 1400 kHz 2/1/03
WJGR-AM 3 -- 5/5 1320 kHz 2/1/03
</TABLE>
- ---------------------
(1)Jacor provides programming to and sells air time for this station under an
LMA.
(2)Jacor provides programming to and sells air time for these stations under
an exclusive sales agency agreement.
(3)These stations are not licensed by the FCC, but rather are licensed by the
Mexican government.
(4) Excludes stations WAQZ-FM, WAOZ-AM and WSAI-AM in Cincinnati and KTCL-FM
in Denver which Jacor sells advertising time for pursuant to JSAs.
License Assignments and Transfers of Control. The Communications Act also
prohibits the assignment of a license or the transfer of control of a
corporation holding such a license without the prior approval of the FCC.
Applications to the FCC for such assignments or transfers are subject to
petitions to deny by interested parties and must satisfy requirements similar
to those for renewal and new station applicants.
Ownership Rules. Rules of the FCC limit the number and location of broadcast
stations in which one licensee (or any party with a control position or
attributable ownership interest therein) may have an attributable interest.
The "national radio ownership rule" had generally prohibited any one non-
minority individual or entity from having a control position or attributable
ownership interest in more than 20 AM or more than 20 FM radio stations
nationwide. The Telecom Act directs the FCC to modify its rules to eliminate
any provisions limiting the number of radio stations which may be owned or
controlled by one entity nationally. The FCC adopted this rule change by an
order issued in March 1996, which will be effective upon publication in the
Federal Register.
The "local radio ownership rule" limits the number of stations in a radio
market in which any one individual or entity may have a control position or
attributable ownership interest. The local radio ownership rule had provided
for markets with 15 or more radio stations, a limit of two AMs and two FMs,
provided generally that the combined audience shares of the co-owned stations
did not exceed 25% of the radio ratings market at the time of acquisition. The
Telecom Act directs the FCC to revise its rules to increase the local radio
ownership limits as follows: (a) in markets with 45 or more commercial radio
stations, a party may own up to eight commercial radio stations, no more than
five of which are in the same service (AM or FM); (b) in markets with 30-44
commercial radio stations, the limit is seven commercial radio stations, no
more than four of which are in the same service; (c) in markets with 15-29
commercial radio stations, the limit is six commercial radio stations, no more
than four of which are in the same service; and (d) in markets with 14 or
fewer commercial radio stations, a party may own up to five commercial radio
stations, no more than three of which are in the
46
<PAGE>
same service, provided that no party may own more than 50% of the commercial
stations in the market. The FCC adopted these changes to the local radio
ownership rule by an order issued in March 1996, which will be effective upon
publication in the Federal Register. In addition, the FCC has a "cross
interest" policy that may prohibit a party with an attributable interest in
one station in a market from also holding either a "meaningful" non-
attributable equity interest (e.g., non-voting stock, voting stock, limited
partnership interests) or key management position in another station in the
same market, or which may prohibit local stations from combining to build or
acquire another local station. The FCC is presently evaluating its cross-
interest policy as well as policies governing attributable ownership
interests. Jacor cannot predict whether the FCC will adopt any changes in
these policies or, if so, what the new policies will be.
Under the current rules, an individual or other entity owning or having
voting control of 5% or more of a corporation's voting stock is considered to
have an attributable interest in the corporation and its stations, except that
banks holding such stock in their trust accounts, investment companies, and
certain other passive interests are not considered to have an attributable
interest unless they own or have voting control over 10% or more of such
stock. The FCC is currently evaluating whether to raise the foregoing
benchmarks to 10% and 20%, respectively. An officer or director of a
corporation or any general partner of a partnership also is deemed to hold an
attributable interest in the media license. Under the current rules,
Zell/Chilmark is considered a single majority shareholder of Jacor, and
minority shareholders are not considered to have attributable interests in
Jacor's stations. The FCC has asked for comments as to whether it should
continue the single majority shareholder exemption. Jacor cannot predict
whether the FCC will adopt these or any other proposals.
The rules also generally prohibit the acquisition of an ownership or control
position in a television station and one or more radio stations serving the
same market (termed the "one-to-a-market" rule). Current FCC policy looks
favorably upon waiver requests relating to television and AM/FM radio
combinations in the top 25 television markets where at least 30 separately
owned broadcast stations will remain after the combination. One-to-a-market
waiver requests in other markets, as well as those in the top 25 television
markets that involve the combination of a television station and more than one
same service (AM or FM) radio station, presently are evaluated by the FCC
pursuant to a five-part, case-by-case standard. The FCC also has an
established policy for granting waivers that involve "failed" stations. The
FCC currently is considering changes to its one-to-a-market waiver standards
in a pending rule-making proceeding. The Telecom Act instructs the FCC to
extend its top 25 market/30 voices waiver policy to the top 50 markets,
consistent with the public interest, convenience, and necessity. The Telecom
Act conferees stated that they expect the FCC in its future implementation of
its current one-to-a-market waiver policy, as well as in any future changes
the FCC may adopt in the pending rule making, to take into account increased
competition and the need for diversity in today's radio marketplace. The FCC
also plans to review and possibly modify its current prohibitions relating to
ownership or control positions in a daily newspaper and a broadcast station in
the same market.
Holders of non-voting stock generally will not be attributed an interest in
the issuing entity, and holders of debt and instruments such as warrants,
convertible debentures, options, or other non-voting interests with rights of
conversion to voting interests generally will not be attributed such an
interest unless and until such conversion is effected. The FCC is currently
considering whether it should attribute non-voting stock, or perhaps non-
voting stock interests when combined with other rights, such as voting shares
or contractual relationships, along with its review of its other attribution
policies. Jacor cannot predict whether the FCC will adopt these or other
changes in its attribution policies.
Under the Communications Act, broadcast licenses may not be granted,
transferred or assigned to any corporation of which more than one-fifth of the
capital stock is owned of record or voted by non-U.S. citizens or foreign
governments or their representatives (collectively, "Aliens"). In addition,
the Communications Act provides that no broadcast license may be held by any
corporation of which more than one-fourth of the capital stock is owned of
record or voted by Aliens, without an FCC public interest finding. The FCC has
issued interpretations of existing law under which these restrictions in
modified form apply to other forms of business organizations, including
general and limited partnerships. The FCC also prohibits a licensee from
continuing to control broadcast licenses if the licensee otherwise falls under
Alien influence or control in a manner determined
47
<PAGE>
by the FCC to be in violation of the Communications Act or contrary to the
public interest. No officers, directors or significant shareholders of Jacor
are known by Jacor to be Aliens.
Regulation of Broadcast Operations. In order to retain licenses,
broadcasters are obligated, under the Communications Act, to serve the "public
interest." Since the late 1970s, the FCC gradually has relaxed or eliminated
many of the more formalized regulatory procedures and requirements developed
to promote the broadcast of certain types of programming responsive to the
problems, needs, and interests of a station's community of license.
The regulatory changes have provided broadcast stations with increased
flexibility to design their program formats and have provided relief from some
recordkeeping and FCC filing requirements. However, licensees continue to be
required to present programming that is responsive to significant community
issues and to maintain certain records demonstrating such responsiveness.
Complaints from listeners concerning a station's programming have been
considered by the FCC when evaluating licensee renewal applications and at
other times. The FCC has proposed implementing the changes in its broadcast
renewal procedures required by the Telecom Act by a rule making proceeding
scheduled to be completed by the end of 1996. That proceeding may further
illuminate the standards for renewal of broadcast licenses under the Telecom
Act.
Stations still are required to follow various rules promulgated under the
Communications Act that regulate political broadcasts, political
advertisements, sponsorship identifications, technical operations and other
matters. "Equal Opportunity" and affirmative action requirements also exist.
Failure to observe these or other rules can result in the imposition of
monetary forfeitures or in the grant of a "short" (less than full term)
license term or license revocation. The Telecom Act states that the FCC may
deny, after a hearing, the renewal of a broadcast license for serious
violations of the Communications Act or the FCC's rules or where there have
been other violations which together constitute a pattern of abuse.
In 1985, the FCC adopted rules regarding human exposure to levels of radio
frequency ("RF") radiation. These rules require applicants for new broadcast
stations, renewals of broadcast licenses or modification of existing licenses
to inform the FCC at the time of filing such applications whether a new or
existing broadcast facility would expose people to RF radiation in excess of
certain guidelines. In March 1993, the FCC proposed adopting more restrictive
radiation limits. Jacor cannot predict whether the FCC will adopt this or any
other proposal.
Agreements With Other Broadcasters. Over the past several years a
significant number of broadcast licensees, including certain of Jacor's
subsidiaries, have entered into cooperative agreements with other stations in
their market. These agreements may take varying forms, subject to compliance
with the requirements of the FCC's rules and policies and other laws.
Typically, separately owned stations may agree to function cooperatively in
terms of programming, advertising sales, etc., subject to the licensee of each
station maintaining independent control over the programming and station
operations of its own station. One typical example is a LMA between two
separately owned stations serving a common service area, whereby the licensee
of one station programs substantial portions of the broadcast day on the other
licensee's station, subject to ultimate editorial and other controls being
exercised by the latter licensee, and sells advertising time during such
program segments for its own account. Another is a JSA pursuant to which a
licensee sells advertising time on both its own station or stations and on
another separately owned station.
In the past, the FCC has determined that issues of joint advertising sales
should be left to antitrust enforcement and has specifically exempted LMAs
from its "cross-interest" policy. Furthermore, the FCC has held that LMAs do
not per se constitute a transfer of control and are not contrary to the
Communications Act provided that the licensee of the station maintains
complete responsibility for and control over operations of its broadcast
station (including, specifically, control over station finances, personnel and
programming) and complies with applicable FCC rules and with antitrust laws.
At present, the FCC is considering whether it should treat as attributable
multiple business arrangements among local stations, such as joint sales
accompanied by debt financing. The Company cannot predict whether the FCC
would require the termination or restructuring of
48
<PAGE>
Jacor's JSAs or other arrangements with broadcasters in the Cincinnati and
Denver markets in connection with the FCC's pending rule making on attribution
or other FCC proceedings.
Under certain circumstances, the FCC will consider a radio station brokering
time on another radio station serving the same market to have an attributable
ownership interest in the brokered station for purposes of the FCC's radio
multiple ownership rules. In particular, a radio station is not permitted to
enter into a LMA giving it the right to program more than 15% of the broadcast
time, on a weekly basis, of another local radio station which it could not own
under the FCC's local radio ownership rules.
The FCC's rules also prohibit a radio licensee from simulcasting more than
25% of its programming on another radio station in the same broadcast service
(i.e., AM-AM or FM-FM) whether it owns both stations or operates both through
a LMA where both stations serve substantially the same geographic area.
FCC Consideration of Acquisitions. On February 8, 1996, Jacor filed an
application with the FCC for its consent to the transfer of control of Noble
Broadcast Licenses, Inc. ("Noble Licenses"), the licensee of ten full-powered
radio stations in the Toledo, St. Louis and Denver markets, from John T. Lynch
et al., to Jacor (the "Noble Transfer Application"). The Noble Transfer
Application has been accepted by the FCC and, pursuant to the Communications
Act and the FCC's rules, interested third parties may file petitions to deny
the Noble Transfer Application until March 22, 1996, and thereafter may file
informal objections until the Noble Transfer Application is granted. Jacor
presently owns two AM and two FM stations in the Denver market, and Noble
presently owns two AM and two FM stations serving the Denver market. The Noble
Transfer Application provides a technical statement demonstrating that,
pursuant to the FCC's methodology for calculating market size, the Denver
market contains more than 45 commercial radio stations, and the Company would
own eight commercial radio stations, no more than four of which are in the
same service. To the extent that the FCC's revision of its local radio
ownership rules pursuant to the Telecom Act is not formally in effect by the
time the FCC acts on the Noble Transfer Application, Jacor has asked for a
waiver of such rules to the extent deemed necessary.
On February 22, 1996, Jacor filed an application with the FCC for its
consent to the transfer of control of Citicasters Co., the licensee of 19
full-powered radio stations in the Atlanta, Phoenix, Tampa, Cincinnati,
Portland, Sacramento, Columbus and Kansas City markets, and two television
stations in the Tampa and Cincinnati markets, from the shareholders of
Citicasters to Jacor (the "Citicasters Transfer Application"). The Citicasters
Transfer Application has been accepted by the FCC and, pursuant to the
Communications Act and the FCC's rules, interested third parties may file
petitions to deny the Citicasters Transfer Application until April 4, 1996,
and thereafter may file informal objections until the Citicasters Transfer
Application is granted. Jacor presently owns and/or has LMAs with two AM and
one FM station in the Atlanta market, two AM and two FM stations in the Tampa
market and two AM and two FM stations in the Cincinnati market. The
Citicasters Transfer Application provides a technical statement demonstrating
that, pursuant to the FCC's methodology for calculating market size, the
relevant radio market in Atlanta, Tampa and Cincinnati contains more than 45
commercial radio stations, and the Company would own less than eight
commercial radio stations, and less than five in the same service in each such
radio market. To the extent that the FCC's revision of its national and local
radio ownership rules pursuant to the Telecom Act is not formally in effect by
the time the FCC acts on the Citicasters Transfer Application, Jacor has asked
for a waiver of such rules to the extent deemed necessary. The television
stations licensed to Citicasters are in markets in which Jacor and Citicasters
own radio stations. Consequently, the Citicasters Transfer Application
requests waivers of the one-to-a-market rule to permit the permanent co-
ownership of these television and radio stations. The Citicasters Transfer
Application notes that the FCC may choose to grant initially temporary waivers
of the one-to-a-market rule in connection with the transfer of Citicasters to
Jacor and thereafter rule on the permanent waiver requests.
Legislation and Regulation of Television Operations. Television stations are
regulated by the FCC pursuant to provisions of the Communications Act and the
FCC rules that are in many instances the same or similar to those applicable
to radio stations. Besides technical differences between television and radio,
principal variances in regulation relate to limits on national and local
ownership, LMAs and simulcasts, children's programming
49
<PAGE>
requirements, advanced television service, signal carriage rights on cable
systems, license terms, "V-chip" technology and network/affiliate relations.
The current FCC rules prohibit combined local ownership or control of
television stations with overlapping "Grade B" service contours (unless
established waiver standards are met). The Telecom Act directs the FCC to
conduct a rule-making proceeding to determine whether to retain, modify or
eliminate these local television ownership rules. This rule making is
presently scheduled for completion by the end of 1996. The current FCC rules
also prohibit (with certain qualifications) any person or entity from having
an attributable interest in more than 12 full-power television stations,
subject to a 25% national audience reach limitation. Pursuant to the Telecom
Act, the FCC has modified this national television ownership rule, which will
be effective upon publication in the Federal Register, by eliminating the 12-
station limit and permitting an entity to have a attributable interest in an
unlimited number of U.S. television stations so long as such stations do not
reach in the aggregate more than 35% of the national television audience.
Additionally, the rules prohibit (with certain qualifications) the holder of
an attributable interest in a television station from also having an
attributable interest in a radio station, daily newspaper or cable television
system serving a community located within the relevant coverage area of that
television station. As noted above, the radio/television one-to-a-market rule
is under review and the FCC also plans to review and possibly modify its
current broadcast/daily newspaper restriction. The Telecom Act mandates the
elimination of the restriction of network ownership of cable systems and the
implementation, if necessary, of rules to ensure nondiscriminatory carriage
and channel positioning of nonaffiliated broadcast stations by network-owned
cable systems. The FCC has stated that this change will be implemented by an
order released in March 1996.
Presently, LMAs between television stations are not treated as attributable
interests and there is no restriction on same-market television simulcasts.
The FCC is considering in a pending rule making proceeding whether to treat
television LMAs similar to radio LMAs for multiple ownership rule purposes.
The Citicasters television stations are not participants in LMAs.
The FCC is conducting a rule-making proceeding to consider proposals to
increase and quantify television stations' programming obligations under the
FCC rules implementing the Children's Television Act of 1990, which requires
television stations to present programming specifically directed to the
"educational and informational" needs of children under the age of 16.
The FCC is conducting a rule-making proceeding to devise a table of channel
allotments in connection with the introduction of advanced (or "high
definition") television service ("ATV"). The FCC has preliminarily decided to
allot a second broadcast channel to each full-power commercial television
station for ATV operation. According to this preliminary decision, stations
would be permitted to phase in their ATV operations over a period of several
years following adoption of a final table of allotments, after which they
would be required to surrender their non-ATV channel. Meanwhile, Congress is
considering proposals that would require incumbent broadcasters to bid at
auctions for the additional spectrum required to effect a transition to ATV,
or alternatively, would assign additional ATV spectrum to incumbent
broadcasters and require the early surrender of their non-ATV channel for sale
by public auction. It is not possible to predict if, or when, any of these
proposals will be adopted or the effect, if any, adoption of such proposals
would have on the Citicasters television stations.
FCC regulations implementing the Cable Television Consumer Protection and
Competition Act of 1992 (the "1992 Cable Act") require each television
broadcaster to elect, at three-year intervals beginning June 17, 1993, either
to (a) require carriage of its signal by cable systems in the station's market
("must-carry") or (b) negotiate the terms on which such broadcast station
would permit transmission of its signal by the cable systems within its market
("retransmission consent"). In a 2-1 decision issued on December 13, 1995, a
special three-judge panel of the U.S. District Court for the District of
Columbia upheld the constitutionality of the must-carry provisions. The
District Court's decision has been appealed to the U.S. Supreme Court, which
will hear the appeal during its 1996-1997 term, with a decision expected in
the second calendar quarter of 1997. In the meantime, the FCC's must-carry
regulations implementing the Cable Act remain in effect. The Company cannot
predict the outcome of the Supreme Court review of the case.
50
<PAGE>
Until the passage of the Telecom Act, television licenses were granted and
renewed for a maximum of five years. The Telecom Act amends the Communications
Act to provide that broadcast station licenses be granted, and thereafter
renewed, for a term not to exceed eight years, if the FCC finds that the
public interest, convenience, and necessity would be served. The Telecom Act
also requires the broadcast and cable industries to develop and transmit an
encrypted rating that would permit the blocking of violent or indecent video
programming and allow telephone companies to operate cable television systems
in their own service areas.
At present, the Citicasters Cincinnati television station is an ABC-network
affiliate and the Citicasters Tampa television station is a CBS affiliate.
Both are VHF stations. The FCC currently is reviewing certain of its rules
governing the relationship between broadcast television networks and their
affiliated stations. The FCC is conducting a rule-making proceeding to examine
its rules prohibiting broadcast television networks from representing their
affiliated stations for the sale of non-network advertising time and from
influencing or controlling the rates set by their affiliates for the sale of
such time. Separately, the FCC is conducting a rule- making proceeding to
consider the relaxation or elimination of its rules prohibiting broadcast
networks from (a) restricting their affiliates' right to reject network
programming; (b) reserving an option to use specified amounts of their
affiliates' broadcast time; and (c) forbidding their affiliates from
broadcasting the programming of another network; and to consider the
relaxation of its rule prohibiting network-affiliated stations from preventing
other stations from broadcasting the programming of their network.
Proposed Changes. The FCC has not yet implemented formally the changes to
its rules necessitated by the Telecom Act. Moreover, the Congress and the FCC
have under consideration, and may in the future consider and adopt, new laws,
regulations and policies regarding a wide variety of matters that could,
directly or indirectly, (i) affect the operation, ownership and profitability
of the Company and its broadcast stations, (ii) result in the loss of audience
share and advertising revenues of the Company's radio broadcast stations,
(iii) affect the ability of the Company to acquire additional broadcast
stations or finance such acquisitions, (iv) affect current cooperative
agreements and/or financing arrangements with other radio broadcast licensees,
or (v) affect the Company's competitive position in relationship to other
advertising media in its markets. Such matters include, for example, changes
to the license authorization and renewal process; proposals to revise the
FCC's equal employment opportunity rules and other matters relating to
minority and female involvement in broadcasting; proposals to alter the
benchmarks or thresholds for attributing ownership interest in broadcast
media; proposals to change rules or policies relating to political
broadcasting; changes to technical and frequency allocation matters, including
those relative to the implementation of digital audio broadcasting on both a
satellite and terrestrial basis; proposals to restrict or prohibit the
advertising of beer, wine and other alcoholic beverages on radio; changes in
the FCC's cross-interest, multiple ownership, alien ownership and cross-
ownership policies; proposals to allow greater telephone company participation
in the delivery of audio and video programming; proposals to limit the tax
deductibility of advertising expenses by advertisers; potential auctions for
ATV or non-ATV television spectrum; the implementation of "V-chip" technology;
and changes to children's television programming requirements, signal carriage
rights on cable systems and network affiliate relations.
Although Jacor believes the foregoing discussion is sufficient to provide
the reader with a general understanding of all material aspects of FCC
regulations that affect the Company, it does not purport to be a complete
summary of all provisions of the Communications Act or FCC rules and policies.
Reference is made to the Communications Act, FCC rules and the public notices
and rulings of the FCC for further information.
ENERGY AND ENVIRONMENTAL MATTERS
Jacor's source of energy used in its broadcasting operations is electricity.
No limitations have been placed on the availability of electrical power, and
management believes its energy sources are adequate. Management believes that
Jacor is currently in material compliance with all statutory and
administrative requirements as related to environmental quality and pollution
control.
51
<PAGE>
EMPLOYEES
Jacor has no direct employees. Jacor's subsidiaries employ 1,170 persons,
836 on a full-time and 334 on a part time basis. Each Jacor station has its
own complement of employees which generally include a general manager, sales
manager, operations manager, business manager, advertising sales staff, on-air
personalities and clerical personnel. No Jacor employee is represented by a
union.
PROPERTIES/FACILITIES
Jacor owns the office and studio facilities for WQIK(FM) and WJGR(AM) in
Jacksonville, Florida (6,875 square feet) and the office and studio facilities
for WFLZ(FM), WFLA(AM) and WDUV(FM) in Tampa, Florida (43,000 square feet).
Jacor leases space for the office and studio facilities at its other station
locations in Jacksonville, Florida (two sites of 4,567 and 5,000 square feet,
respectively); Atlanta (19,500 square feet); Denver (25,964 square feet);
Cincinnati (27,601 square feet) and Tampa (6,000 square feet). The two leases
in Jacksonville expire in 1997 and 1998, respectively. The Denver and Atlanta
leases expire in 1999 and 2007, respectively. The Cincinnati lease expires in
1998 and has two five-year renewal options. The small Tampa lease is a month-
to-month lease for WBRD-AM. Jacor leases approximately 10,000 square feet for
its corporate offices in Cincinnati under a lease expiring in 1996 with a
five-year renewal option. The office (500 square feet) for KHTS in San Diego,
California is a month-to-month lease. In conjunction with Jacor's acquisition
of radio station WOFX(FM) (formerly WPPT) in Cincinnati, Jacor purchased the
building from which such station previously operated. Jacor plans to sell this
building.
Expansion of Jacor's operations generally comes from the acquisition of
stations and their facilities and ordinarily does not create a need for
additional space at existing locations, although the emergence of LMAs and
JSAs with other stations in Jacor's existing markets could create such a need.
Any future need for additional office and studio space at existing locations
will be satisfied by the construction of additions to the Company-owned
facilities and, in the case of leased facilities, the lease of additional
space or the relocation of the office and studio. Jacor's office and studio
facilities are all located in downtown or suburban office buildings and are
capable of being relocated in any suitable office facility in the station
market area.
Jacor owns the antenna tower and tower site for radio station WJBT(FM) in
Jacksonville, Florida. Jacor also owns the towers and tower site locations for
its AM stations in Atlanta, Denver, Jacksonville, Tampa and WLW(AM) in
Cincinnati. For the tower site at WCKY(AM), Cincinnati, and for all its other
FM stations, the Company leases tower space for its FM antennae under leases
expiring from 1996 to 2013. Jacor, through a wholly owned subsidiary, owns the
real estate on which the tower sites are located for XTRA-AM and XTRA-FM,
stations to which Jacor provides programming and for which its sells air time.
Jacor owns substantially all of its equipment, consisting principally of
transmitting antennae, transmitters, studio equipment and general office
equipment. The towers, antennae and other transmission equipment used by
Jacor's stations are in generally good condition. In management's opinion, the
quality of the signals range from good to excellent, and Jacor is committed to
maintaining and updating its equipment and transmission facilities in order to
achieve the best possible signal in the market area.
Although Jacor believes its properties are generally adequate for its
operations, opportunities to upgrade facilities are continuously reviewed.
See Notes 7 and 11 of Notes to Consolidated Financial Statements included
elsewhere herein for a description of encumbrances against Jacor's properties
and Jacor's rental obligations.
LITIGATION
From time to time, Jacor becomes involved in various claims and lawsuits
that are incidental to its business. In the opinion of Jacor's management,
there are no material legal proceedings pending against Jacor.
52
<PAGE>
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The directors and executive officers of Jacor are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Sheli Z. Rosenberg...... 54 Board Chair and Director
Randy Michaels.......... 43 President, Co-Chief Operating Officer and Director
Robert L. Lawrence...... 43 Co-Chief Operating Officer and Director
R. Christopher Weber.... 40 Senior Vice President, Chief Financial Officer and Secretary
Jon M. Berry............ 49 Senior Vice President and Treasurer
John W. Alexander....... 49 Director
Rod F. Dammeyer......... 55 Director
F. Philip Handy......... 51 Director
Marc Lasry.............. 36 Director
</TABLE>
All directors hold office until the annual meeting of shareholders next
following their election, or until their successors are elected and qualified.
Officers are elected annually by the Board of Directors and serve at the
discretion of the Board.
The Board of Directors currently has two standing committees, the
Compensation Committee and the Audit Committee. The Compensation Committee
consists of three directors, Messrs. Dammeyer and Handy and Mrs. Rosenberg.
The basic function of the Compensation Committee is to determine stock option
grants to executive officers and other key employees, as well as to review
salaries, bonuses, and other elements of compensation of executive officers
and other key employees and make recommendations on such matters to the full
Board of Directors. The Audit Committee consists of three directors, Messrs.
Alexander and Dammeyer and Mrs. Rosenberg. The basic function of the Audit
Committee is to review the financial statements of the Company, to consult
with Jacor's independent auditors and to consider such other matters with
respect to the internal and external audit of the financial affairs of Jacor
as may be necessary or appropriate in order to facilitate accurate financial
reporting.
Information with respect to the business experience and affiliations of the
directors and executive officers of Jacor is set forth below.
Sheli Z. Rosenberg was elected as Jacor's Board Chair in February 1996. She
is also the President and a member of the law firm of Rosenberg & Liebentritt,
P.C. since 1980. Mrs. Rosenberg is also Chief Executive Officer, President and
a director of Equity Financial and Management Company and its parent successor
Equity Group Investments, Inc., a privately owned and affiliated investment
and management company. Mrs. Rosenberg is also a director of Great American
Management and Investment, Inc. ("GAMI"), a diversified manufacturing company,
and of Capsure Holdings Corp., an affiliate of GAMI, and a trustee of Equity
Residential Properties Trust, a real estate investment trust. Mrs. Rosenberg
is also a director of American Classic Voyages Co.; CFI Industries, Inc.;
Eagle Industries, Inc.; Anixter International Inc.; Sealy Corporation; and
Revco D.S., Inc. Mrs. Rosenberg was a Vice President of Madison Management
Group, Inc., which filed a petition under the federal bankruptcy laws on
November 8, 1991. Mrs. Rosenberg was also a Vice President of First Capital
Benefits Administrators, Inc., a wholly owned indirect subsidiary of GAMI,
which filed a federal bankruptcy petition on January 3, 1995.
Randy Michaels, whose legal name is Benjamin L. Homel, has served as an
officer of Jacor since 1986. From July 1983 until he joined Jacor, Mr.
Michaels was executive vice president--programming and operations at Republic
Broadcasting Corporation (acquired by the Company in December 1986). Prior to
that time, Mr. Michaels served as national program director of Taft
Broadcasting Corporation's Radio Group (a predecessor of Citicasters).
Robert L. Lawrence has served as an officer of Jacor since 1986. From July
1983 until he joined Jacor, Mr. Lawrence was executive vice president--sales
and marketing at Republic Broadcasting Corporation. Prior to that time, Mr.
Lawrence was vice president and general manager of WYNF, Tampa, Florida, a
station owned by Taft Broadcasting Corporation's Radio Group (a predecessor of
Citicasters).
53
<PAGE>
R. Christopher Weber has served as an officer of Jacor since 1986. From
December 1985 until he joined Jacor, Mr. Weber was chief financial officer of
Republic Broadcasting Corporation. Prior to that time, Mr. Weber was employed
by the accounting firm of Peat Marwick & Mitchell.
Jon M. Berry has served as an officer of Jacor since 1982. From September
1979 until October 1982, Mr. Berry was controller of United Western
Corporation, a real estate holding company.
John W. Alexander has been a Partner of Meringoff Equities, and a Managing
Partner of Mallard Creek Capital Partner, since 1987. Both are private real
estate and investment partnerships. Mr. Alexander is also a Trustee of Equity
Residential Properties Trust, a real estate investment trust.
Rod F. Dammeyer is President and Chief Executive Officer of Anixter
International Inc. (formerly known as Itel Corporation), a Chicago-based
value-added provider of integrated networking and cabling solutions. Mr.
Dammeyer has been President of Anixter International since 1985 and Chief
Executive Officer since 1993; and he has been President, Chief Executive
Officer since February 1994 and Director since 1992 of Great American
Management and Investment, Inc., a diversified manufacturing company. He is a
member of the boards of directors of ANTEC Corporation, Capsure Holding Corp.;
Falcon Building Products, Inc.; IMC Global, Inc., Revco D.S., Inc.; and Sealy
Corporation. Mr. Dammeyer is also a trustee of several Van Kampen American
Capital, Inc. trusts.
F. Philip Handy has been President of Winter Park Capital Company, a private
investment firm, since 1980. Mr. Handy is a director of Anixter International,
Inc.; GAMI; Q-Tel, S.A. de C.V.; and Banca Quadrum, S.A. (formerly Servicios
Financieros Quadrum, S.A.).
Marc Lasry has been the Executive Vice President of Amroc Investments, Inc.,
a private investment firm, since 1990. Mr. Lasry was the Director and Senior
Vice President of the corporation reorganization department of Cowen & Co., a
privately owned brokerage firm, from 1987 to 1989. From January 1989 to
September 1990, he was a portfolio manager for Amroc Investments, L.P., a
private investment firm.
There are no family relationships among any of the above-named directors nor
among any of the directors and any executive officers of Jacor.
54
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of March 15, 1996, as adjusted to give
effect to the issuance of Common Stock in this Offering, the number of shares
and percentage of Common Stock beneficially owned by each person who is known
to Jacor to be the beneficial owner of more than 5% of Jacor Common Stock, by
each of Jacor's directors and nominees for election as directors, by Jacor's
executive officers and by all of Jacor's executive officers and directors as a
group.
BENEFICIAL OWNERS AND MANAGEMENT
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
BENEFICIAL OF
NAME OF BENEFICIAL OWNER OWNERSHIP(1) CLASS(2)
- ------------------------ ------------ --------
5% OR MORE BENEFICIAL OWNERS
<S> <C> <C>
Zell/Chilmark Fund L.P............................. 13,349,720(3) 36.7%
David M. Schulte................................... 13,349,720(4) 36.7%
Samuel Zell........................................ 13,349,720(4) 36.7%
MANAGEMENT
John W. Alexander.................................. 33,000(5) *
Rod F. Dammeyer.................................... 13,362,720(4)(6) 36.7%
F. Philip Handy.................................... 43,000(7) *
Marc Lasry......................................... 23,000(5) *
Robert L. Lawrence................................. 462,093(8) 1.3%
Randy Michaels..................................... 633,505(9)(10) 1.7%
Sheli Z. Rosenberg................................. 13,352,720(4)(11) 36.7%
R. Christopher Weber............................... 442,204(9)(12) 1.2%
Jon M. Berry....................................... 243,170(9)(13) *
All executive officers and directors as a group (10
persons).......................................... 14,779,682(14) 39.3%
</TABLE>
- ---------------------
*Less than 1%
(1) The Commission has defined beneficial ownership to include sole or shared
voting or investment power with respect to a security or the right to
acquire beneficial ownership of a security within 60 days. The number of
shares indicated is owned with sole voting and investment power unless
otherwise noted and includes certain shares held in the name of family
members, trusts and affiliated companies as to which beneficial ownership
may be disclaimed. The number of shares indicated includes shares of Jacor
Common Stock issuable pursuant to options granted under Jacor's 1993 Stock
Option Plan and which have vested.
(2) Under rules promulgated by the Commission, any securities not outstanding
that are subject to options or warrants exercisable within 60 days are
deemed to be outstanding for the purpose of computing the percentage of
the class owned by such person but are not deemed to be outstanding for
the purpose of computing the percentage of the class owned by any other
person.
(3) The address of Zell/Chilmark Fund L.P. ("Zell/Chilmark") is Two North
Riverside Plaza, Suite 600, Chicago, Illinois 60606. Zell/Chilmark is a
Delaware limited partnership controlled by Samuel Zell and David M.
Schulte, former directors of the Company, as follows: the sole general
partner of Zell/Chilmark is ZC Limited Partnership ("ZC Limited"); the
sole general partner of ZC Limited is ZC Partnership; the sole general
partners of ZC Partnership are ZC, Inc. and CZ, Inc.; Mr. Zell is the sole
shareholder of ZC, Inc.; and Mr. Schulte is the sole shareholder of CZ,
Inc. Of the shares beneficially owned by Zell/Chilmark, 629,117 are shares
issuable pursuant to warrants owned by Zell/Chilmark.
55
<PAGE>
(4) All shares beneficially owned by Zell/Chilmark (see Note (3) above) are
included in the shares beneficially owned by Messrs. Zell, Schulte and
Dammeyer and Mrs. Rosenberg, who constitute all of the members of the
management committee of Z/C Limited. The address of Mr. Schulte is Two
North Riverside Plaza, Suite 1500, Chicago, Illinois 60606. The address of
Mr. Zell is Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606.
Mr. Schulte indirectly shares beneficial ownership of a 20% limited
partnership interest in ZC Limited, and Mr. Zell indirectly shares
beneficial ownership of an 80% limited partnership interest in ZC Limited.
(5) Includes vested options to purchase 13,000 shares.
(6) Includes vested options to purchase 13,000 shares. Mr. Dammeyer indirectly
shares beneficial ownership of an 80% limited partnership interest in ZC
Limited. See Note (3) above.
(7) Includes vested options to purchase 13,000 shares. Mr. Handy indirectly
shares beneficial ownership of an 80% limited partnership interest in ZC
Limited. See Note (3) above.
(8) Includes vested options to purchase 467,310 shares and 3,556 shares
issuable pursuant to warrants. Of the shares indicated, 637 shares
(including 481 shares issuable pursuant to warrants) are owned by members
of Mr. Lawrence's family.
(9) Includes 118,997 shares issuable pursuant to warrants and vested options to
purchase 403,000 shares. The number of shares indicated includes shares and
warrant shares held as co-trustee under the Jacor Communications, Inc.
Retirement Plan (the "Retirement Plan"). See Note (10) below. Also includes
15 shares and 58 warrants owned by Mr. Michaels' wife, as to which Mr.
Michaels disclaims beneficial ownership. Does not include 300,000 shares
subject to a contingent right of acquisition held by a corporation owned by
Mr. Michaels.
(10) Includes 233,024 shares (including 112,820 shares issuable pursuant to
warrants) held under the Retirement Plan with respect to which Messrs.
Michaels, Weber and Berry, as co-trustees, share voting and investment
power. Of these 233,024 shares, 9,093 shares (including 5,033 shares
issuable pursuant to warrants) are beneficially owned by the named
executives.
(11) Includes vested options to purchase 3,000 shares.
(12) Includes 112,801 shares issuable pursuant to warrants and vested options
to purchase 215,000 shares. The number of shares indicated includes shares
and warrant shares held as co-trustee under the Retirement Plan. See Note
(10) above.
(13) Includes 112,801 shares issuable pursuant to warrants and vested options
to purchase 13,460 shares. The number of shares indicated includes shares
and warrant shares held as co-trustee under the Retirement Plan. See Note
(10) above.
(14) Includes 639,136 shares issuable pursuant to warrants, vested options to
purchase 1,153,770 shares and 233,005 shares (including 112,801 shares
issuable pursuant to warrants not included in the 639,136 above) held
under the Retirement Plan.
No agreements, formal or informal, exist among the various officers and
directors to vote their shares collectively.
DESCRIPTION OF CAPITAL STOCK
Following the consummation of the reincorporation of Jacor as a Delaware
corporation promptly following the 1996 Annual Meeting of Jacor shareholders
scheduled for May 13, 1996, the authorized capital stock of Jacor will consist
of 100,000,000 shares of common stock, $.01 par value, 2,000,000 shares of
Class A Preferred Stock, $.01 par value and 2,000,000 shares of Class B
Preferred Stock, $.01 par value. Zell/Chilmark has informed Jacor that it will
vote in favor of such proposal; such votes will be sufficient to effect the
reincorporation. Upon the consummation of the reincorporation, each outstanding
share of Common Stock, no par value, will automatically be converted into a
share of the resulting corporation's common stock, $.01 par value per share. As
of March 15, 1996, 18,237,051 shares of Common Stock were issued and
outstanding.
COMMON STOCK
The holders of Common Stock have no preemptive rights, cumulative voting
rights, redemption rights, or conversion privileges. The holders of Common
Stock are entitled to one vote for each share held on any matter submitted to
the shareholders. All corporate action requiring shareholder approval, unless
otherwise required by law, Jacor's Certificate of Incorporation or its Bylaws,
must be authorized by a majority of the votes cast. Under Delaware law,
approval by a majority vote of the outstanding voting shares is required to
effect (i) an amendment to Jacor's Certificate of Incorporation or its Bylaws,
(ii) a merger or consolidation of Jacor, and (iii) a disposition of all or
substantially all of Jacor's assets.
56
<PAGE>
In the event of liquidation, each share of Jacor Common Stock is entitled to
share ratably in the distribution of remaining assets after payment of all
debts, subject to the prior rights in liquidation of any shares of preferred
stock issued. Holders of shares of Jacor Common Stock are entitled to share
ratably in such dividends as the Jacor Board, in its discretion, may validly
declare from funds legally available therefor, subject to the prior rights of
holders of shares of Jacor's preferred stock as may be outstanding from time to
time. Certain restrictions on the payment of dividends are imposed under the
Existing Credit Agreement, and will be imposed under the New Credit Agreement.
See "Risk Factors--Restrictions on Dividends."
CLASS A AND CLASS B PREFERRED STOCK
There are 2,000,000 authorized shares of Class A Preferred Stock and
2,000,000 authorized shares of Class B Preferred Stock of Jacor's capital
stock. No such shares have been issued. The Class A Preferred Stock has full
voting rights. The Class B Preferred Stock has no voting rights except as
otherwise provided by law or as lawfully fixed by the Jacor Board with respect
to a particular series. Under applicable law, the Jacor Board could elect to
provide the Class B Preferred Stock with limited or no voting rights. Jacor's
Certificate of Incorporation authorizes the Jacor Board to provide from time to
time for the issuance of the shares of Preferred Stock in series by adopting an
amendment to the Certificate and to establish the terms of each such series,
including (i) the number of shares of the series and the designation thereof;
(ii) the rights in respect of dividends on the shares; (iii) liquidation
rights; (iv) redemption rights; (v) the terms of any purchase, retirement or
sinking fund to be provided for the shares of the series; (vi) terms of
conversion, if any; (vii) restrictions, limitations and conditions, if any, on
issuance of indebtedness of Jacor; and (viii) any other preferences and other
rights and limitations not inconsistent with law, the Certificate of
Incorporation, or any resolution of the Jacor Board.
1993 WARRANTS
Warrants to purchase 2,014,234 shares of Jacor Common Stock were issued by
Jacor in 1993 (the "1993 Warrants"). Through March 15, 1996, 30,363 1993
Warrants were exercised.
The 1993 Warrants are registered warrants issued under a warrant agreement.
Each 1993 Warrant entitles the holder to purchase one share of Common Stock at
the price of $8.30 per share. Except as provided below, the 1993 Warrants may
be exercised, in whole or in part (but only for whole shares of Common Stock),
at any time prior to January 14, 2000, at which time the 1993 Warrants expire.
The 1993 Warrants do not confer upon the holder any voting or preemptive
rights, or any other rights of a shareholder of Jacor.
The 1993 Warrant exercise price and the number of shares of Common Stock
issuable upon exercise are subject to adjustment in the event of a dividend or
other distribution of Common Stock or securities convertible into or
exchangeable for Jacor Common Stock (which shall not include options, warrants
or other rights to purchase securities) on, or a subdivision or combination of,
the Jacor Common Stock.
Generally, in case of any reclassification, capital reorganization or other
similar change of outstanding shares of Common Stock or substitution or other
securities of Jacor for Common Stock or in case of any consolidation or merger
of Jacor with or into another corporation, Jacor shall cause effective
provision to be made so that a holder of 1993 Warrants shall have the right
thereafter, by exercising the 1993 Warrants, to purchase the kind and amount of
shares of stock and other securities and property which are receivable upon
such reclassification, capital reorganization or other change, consolidation or
merger by a holder of the number of shares of Jacor Common Stock purchasable
upon exercise of the 1993 Warrants. Any such provision shall include provision
for adjustments which shall be as nearly equivalent as may be practicable to
the adjustments provided for in the 1993 Warrants.
57
<PAGE>
Notwithstanding the foregoing, upon the happening of any Sale Event (as
defined below), the 1993 Warrants may, in the sole discretion of Jacor,
automatically be converted into the right to receive the Fair Market Value (as
defined in the 1993 Warrant) of the 1993 Warrants, whereupon the 1993 Warrants
will cease to be exercisable for shares of Common Stock. "Sale Event" is
defined generally to mean any of the following: (a) a sale or other
disposition of all or a substantial portion of the assets of Jacor; (b) a
share exchange; (c) a sale or other disposition of securities of Jacor
constituting more than 30% of the voting power of Jacor's voting stock to one
or more entities or persons not controlled by Samuel Zell or David Schulte;
and (d) certain business combinations resulting in the shares of Jacor's
voting stock outstanding immediately prior to the Sale Event constituting 70%
or less of Jacor's combined voting power immediately after such Sale Event. To
the extent that this Offering, the Acquisitions, the reincorporation or the
issuance of the Merger Warrants (including the issuance of the underlying
shares of Common Stock) would constitute a Sale Event, Jacor has determined
that it will not convert the 1993 Warrants into the right to receive the Fair
Market Value and all 1993 Warrants will remain outstanding in accordance with
their terms. Notwithstanding this determination, upon the occurrence of any
other Sale Event Jacor may elect to convert the 1993 Warrants.
MERGER WARRANTS
Pursuant to the Merger Agreement, Jacor is obligated to issue one warrant to
acquire a fractional share of Common Stock (the "Merger Warrants") for each
outstanding share of Citicasters common stock. If all of the Merger Warrants
are exercised, 4,400,000 shares of Common Stock would be issued. Each Merger
Warrant initially will entitle the holder thereof to purchase a fractional
share of Common Stock (which fraction is currently anticipated to be .2035247)
at a price of $28.00 per full share of Common Stock, such exercise price to be
reduced to $26.00 if the Merger is not consummated prior to October 1, 1996
(the "Warrant Price"). The Warrant Price and the number of shares of Common
Stock issuable upon the exercise of each Merger Warrant will be subject to
adjustment in certain events described below. Each Merger Warrant may be
exercised on or after the issuance thereof and until 5:00 p.m., Eastern Time,
on the fifth anniversary of the date of the Effective Time (the "Expiration
Date") in accordance with the terms of the Merger Warrants and the Warrant
Agreement. To the extent that any Merger Warrant remains outstanding after
such time, such unexercised Merger Warrant will automatically terminate.
Merger Warrants may be exercised by surrendering to the Warrant Agent a
signed Merger Warrant certificate together with the form of election to
purchase on the reverse thereof indicating the warrantholder's election to
exercise all or a portion of the Merger Warrants evidenced by such
certificate. Surrendered certificates must be accompanied by payment of the
aggregate Warrant Price in respect of the Merger Warrants to be exercised,
which payment may 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 payable to the order of Jacor. No adjustments as
to cash dividends with respect to the Common Stock will be made upon any
exercise of Merger Warrants.
If fewer than all the Merger Warrants evidenced by any certificate are
exercised, the Warrant Agent will deliver to the exercising warrantholder a
new Merger Warrant certificate representing the unexercised Merger Warrants.
Jacor will not be required to issue fractional shares of Common Stock upon
exercise of any Merger Warrant and in lieu thereof will pay in cash an amount
equal to the same fraction of the closing price per share of Common Stock,
determined as provided in the Warrant Agreement. Jacor has reserved for
issuance a number of shares of Common Stock sufficient to provide for the
exercise of the rights of purchase represented by the Merger Warrants.
A Merger Warrant may not be exercised in whole or in part if in the
reasonable opinion of counsel to Jacor the issuance of Common Stock upon such
exercise would cause Jacor to be in violation of the Communications Act or the
rules and regulations in effect thereunder.
The number of shares of Common Stock purchasable upon the exercise of each
Merger Warrant and the Warrant Price are subject to the adjustment in
connection with (i) the issuance of a stock dividend to
58
<PAGE>
holders of Common Stock, a combination or subdivision or issuance by
reclassification of Common Stock; (ii) the issuance of rights, options or
warrants to all holders of Common Stock without charge to such holders to
subscribe for or purchase shares of Common Stock at a price per share which is
lower than the current market price; and (iii) certain distributions by Jacor
to the holders of Common Stock of evidences of indebtedness or of its assets
(excluding cash dividends or distributions out of earnings or out of surplus
legally available for dividends) or of convertible securities, all as set
forth in the Warrant Agreement. Notwithstanding the foregoing, no adjustment
in the number of Warrant Shares will be required 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 Merger Warrant. In
addition, Jacor may at its option reduce the Warrant Price.
In case of any consolidation or merger of Jacor with or into another
corporation, or any sale, transfer or lease to another corporation of all or
substantially all the property of Jacor, the Warrant Agreement will require
that effective provisions will be made so that each holder of an outstanding
Merger Warrant will have the right thereafter to exercise the Merger Warrant
for the kind and amount of securities and property receivable in connection
with such consolidation, merger, sale, transfer or lease by a holder of the
number of shares of Common Stock for which such Merger Warrant were
exercisable immediately prior thereto. In addition, if Jacor takes any action
prior to the issuance of the Merger Warrants that would have required an
adjustment in the exercise price of the Merger Warrants or in the number of
shares purchasable upon exercise of the Merger Warrants, then the exercise
price of the Merger Warrants or such number of shares will be adjusted upon
issuance of the Merger Warrants to give effect to the adjustment which would
have been required as a result of such action.
The Warrant Agreement may be amended or supplemented without the consent of
the holders of Merger Warrants to cure any ambiguity or to correct or
supplement any defective or inconsistent provision contained therein, or to
make such other necessary or desirable changes which shall not adversely
affect the interests of the warrantholders. Any other amendment to the Warrant
Agreement shall require the consent of warrantholders representing not less
than 50% of the Merger Warrants then outstanding provided that no change in
the number or nature of the securities purchasable upon the exercise of any
Merger Warrant, or the Warrant Price therefor, or the acceleration of the
Expiration Date, and no change in the antidilution provisions which would
adversely affect the interests of the holders of Merger Warrants, shall be
made without the consent of the holder of such Merger Warrant, other than such
changes as are specifically prescribed by the Warrant Agreement or are made in
compliance with applicable law.
No holder of Merger Warrants shall be entitled to vote or receive dividends
or be deemed for any purpose the holder of Common Stock until the Merger
Warrants are properly exercised as provided in the Warrant Agreement.
DESCRIPTION OF INDEBTEDNESS
The summaries contained herein of certain of the indebtedness of the Company
do not purport to be complete and are qualified in their entirety by reference
to the provisions of the various agreements and indentures related thereto,
which are filed as exhibits to the Registration Statement of which this
Prospectus is a part and to which reference is hereby made.
EXISTING CREDIT FACILITY
The Existing Credit Facility is provided by a syndicate of banks pursuant to
a credit agreement. The Existing Credit Facility provides up to $300.0 million
of loans to Jacor in two components: (i) a $170.0 million revolving credit
facility with mandatory quarterly commitment reductions beginning on March 31,
1997 and a final maturity date of December 31, 2003; and (ii) a $130.0 million
revolving portion with scheduled quarterly reductions beginning on March 31,
1998 and ending on December 31, 2003.
59
<PAGE>
Borrowings under the Existing Credit Facility bear interest at rates that
fluctuate with the bank base rate and the Eurodollar rate.
The loans under the Existing Credit Facility are guaranteed by each of
Jacor's direct and indirect subsidiaries other than certain immaterial
subsidiaries. Jacor's obligations with respect to the Existing Credit Facility
and each guarantor's obligations with respect to the related guaranty are
secured by substantially all of their respective assets, including, without
limitation, inventory, equipment, accounts receivable, intercompany debt and,
in the case of Jacor's subsidiaries, capital stock.
The Existing Credit Facility contains covenants and provisions that
restrict, among other things, Jacor's ability to: (i) incur additional
indebtedness; (ii) incur liens on its property; (iii) make investments and
advances; (iv) enter into guarantees and other contingent obligations; (v)
merge or consolidate with or acquire another person or engage in other
fundamental changes; (vi) engage in certain sales of assets; (vii) make
capital expenditures; (viii) enter into leases; (ix) engage in certain
transactions with affiliates; and (x) make restricted junior payments. The
Existing Credit Facility also requires the satisfaction of certain financial
performance criteria (including a consolidated interest coverage ratio, a
leverage-to-EBITDA ratio and consolidated cash flow available for fixed
charges ratio) and the repayment of loans under the Existing Credit Facility
with proceeds of certain sales of assets and debt or equity issuances, and
with 50% of Jacor's Excess Cash Flow (as defined in the Existing Credit
Facility).
The Existing Credit Facility provides for certain customary events of
default, including a Change of Control (as defined in the Existing Credit
Facility).
NEW CREDIT FACILITY
Jacor is currently negotiating with a syndicate of banks and other financial
institutions to secure the New Credit Facility. Jacor anticipates that the New
Credit Facility will provide availability of up to $600.0 million of loans to
Jacor in three components: (i) a revolving credit facility of up to $200.0
million with mandatory quarterly commitment reductions beginning on September
30, 1998 and a final maturity date of June 30, 2003; (ii) a term loan of up to
$250.0 million with scheduled quarterly reductions beginning on September 30,
1997 and a final maturity date of June 30, 2003; and (iii) a tranche B term
loan of up to $150.0 million with scheduled quarterly reductions beginning on
September 30, 1999 and a final maturity date of September 30, 2003. Jacor may
elect to use the New Credit Facility to purchase Notes tendered pursuant to a
Change of Control Offer.
Jacor anticipates that borrowings under the New Credit Facility will bear
interest at rates that fluctuate with a bank base rate and/or the Eurodollar
rate.
Jacor anticipates that the loans under the New Credit Facility will be
guaranteed by each of the Company's direct and indirect subsidiaries other
than certain immaterial subsidiaries. It is anticipated that the Company's
obligations with respect to the New Credit Facility and each guarantor's
obligations with respect to the related guaranty will be secured by
substantially all of their respective assets, including, without limitation,
inventory, equipment, accounts receivable, intercompany debt and, in the case
of the Company's subsidiaries, capital stock.
Jacor expects that the New Credit Facility will contain covenants and
provisions that restrict, among other things, the Company's ability to: (i)
incur additional indebtedness; (ii) incur liens on its property; (iii) make
investments and advances; (iv) enter into guarantees and other contingent
obligations; (v) merge or consolidate with or acquire another person or engage
in other fundamental changes; (vi) engage in certain sales of assets; (vii)
make capital expenditures; (viii) enter into leases; (ix) engage in certain
transactions with affiliates; and (x) make restricted junior payments. The New
Credit Facility also will require the satisfaction of certain financial
performance criteria (including a consolidated interest coverage ratio, a
leverage-to-EBITDA ratio and fixed charge coverage ratio) and the repayment of
loans under the Existing Credit Facility with proceeds of certain sales of
assets and debt or equity issuances, and with 50% of the Company's
Consolidated Excess Cash Flow (as defined in the New Credit Facility).
60
<PAGE>
The New Credit Facility will provide for certain customary events of
default, including a Change of Control (as defined in the New Credit
Facility).
THE 9 3/4% SENIOR SUBORDINATED NOTES DUE 2004
The 9 3/4% Senior Subordinated Notes due 2004 (the "Notes") are general
unsecured obligations of Citicasters and are subordinated in rights of payment
to all Senior Indebtedness (as defined in the Note Indenture). The Notes were
issued pursuant to an Indenture between Citicasters and Shawmut Bank
Connecticut, National Association, as Trustee.
The current aggregate outstanding principal amount of the Notes is $122.4
million and the Notes mature on February 15, 2004. Interest on the Notes
accrues at the rate of 9 3/4% per annum.
The Notes are not redeemable at Citicasters' option before February 15, 1999
(other than in connection with certain public offerings of common stock by
Citicasters, as described below). Thereafter, the Notes are subject to
redemption at the option of Citicasters, at redemption prices declining from
104.875% of the principal amount for the twelve months commencing February 15,
1999 to 100.00% on and after February 15, 2002, plus, in each case, accrued
and unpaid interest thereon to the applicable redemption date.
In addition, at any time on or before February 15, 1999, (i) up to 25% of
the aggregate principal amount of the Notes may be redeemed at a redemption
price of 108.75% of the principal amount thereof, plus accrued and unpaid
interest, out of the net proceeds of public offerings of primary shares of
common stock of Citicasters, and after giving effect to such redemption at
least $100.0 million in Notes remains outstanding and (ii) upon a Change of
Control (as defined in the Note Indenture), the Notes can be redeemed provided
at least $100.0 million of Notes remain outstanding and such redemption occurs
within 180 days of the date of a Change of Control. In addition, prior to
December 31, 1996, Citicasters can redeem the Notes from the proceeds of Asset
Sales (as defined in the Note Indenture) subject to certain restrictions.
The Note Indenture contains certain covenants which impose certain
limitations and restrictions on the ability of Citicasters to incur additional
indebtedness, pay dividends or make other distributions, make certain loans
and investments, apply the proceeds of asset sales (and use the proceeds
thereof), create liens, enter into certain transactions with affiliates,
merge, consolidate or transfer substantially all its assets and make
investments in unrestricted subsidiaries.
SHARES ELIGIBLE FOR FUTURE SALE
By virtue of its current control of Jacor, Zell/Chilmark could sell large
amounts of Common Stock by causing Jacor to file a registration statement with
respect to such stock. In addition, Zell/Chilmark could sell its shares of
Common Stock without registration pursuant to Rule 144 under the Securities
Act of 1933. In general, under Rule 144, if two years have elapsed since the
date of acquisition of restricted securities from an issuer or any affiliate,
the acquiror or subsequent holder thereof is entitled to sell within any
three-month period a number of shares that does not exceed the greater of 1%
of the then outstanding shares of Common Stock or the average weekly trading
volume of the Common Stock during the four calendar weeks preceding such sale.
In addition, sales under Rule 144 may be made only through unsolicited
"broker's transactions" or directly with a market maker and are subject to
various other conditions, including the availability of certain public
information about Jacor. If three years have elapsed since the date of
acquisition of restricted securities from Jacor or any affiliate and the
acquiror or subsequent holder is not deemed to have been an affiliate of Jacor
for at least 90 days prior to a proposed transaction, such person would be
entitled to sell such securities under Rule 144 without regard to the
limitations described above.
In general, under Rule 144 under the Securities Act as currently in effect,
a person (or persons whose shares are aggregated) who has beneficially owned
restricted securities within the meaning of Rule 144 ("Restricted Securities")
for at least two years, and including the holding period of any prior owner
except an affiliate, would be entitled to sell within any three-month period a
number of shares that does not exceed the greater of one percent of the then-
outstanding shares of Common Stock or the average weekly trading volume of the
Common
61
<PAGE>
Stock on the Nasdaq National Market during the four calendar weeks preceding
such sale. Sales under Rule 144 are also subject to certain manner of sale
provisions, notice requirements and the availability of current public
information about Jacor. Any person (or persons whose shares are aggregated)
who is not deemed to have been an affiliate of Jacor at any time during the
three months preceding a sale, and who has beneficially owned shares for at
least three years (including any period of ownership of preceding non-
affiliated holders), would be entitled to sell such shares under Rule 144(k)
without regard to the volume limitations, manner of sale provisions, public
information requirements or notice requirements. An "affiliate" is a person
that directly, or indirectly through one or more intermediaries, controls or
is controlled by or under common control with, such issuer.
Rule 144A under the Securities Act as currently in effect generally permits
unlimited resales of certain Restricted Securities of any issuer provided that
the purchaser is a qualified institution that owns and invests on a
discretionary basis at least $100 million in securities (and in the case of a
bank or savings and loan association, has a net worth of at least $25 million)
or is a registered broker-dealer that owns and invests on a discretionary
basis at least $10 million in securities. Rule 144A allows certain existing
shareholders of Jacor to sell their shares of Common Stock held prior to this
Offering to such institutions and registered broker-dealers without regard to
any volume or other restrictions. There can be no assurance that the
availability of such resale exemption will not have an adverse effect on the
trading price of the Common Stock.
Jacor, its directors and executive officers and Zell/Chilmark have agreed
not to offer to sell, sell, distribute, grant any option to purchase, pledge,
hypothecate or otherwise dispose of, directly or indirectly, any shares of
Common Stock or securities convertible into, or exercisable or exchangeable
for, shares of Common Stock owned by them prior to the expiration of 180 days
from the date of this Prospectus, except (i) with the prior written consent of
Donaldson, Lufkin & Jenrette Securities Corporation, (ii) in the case of
Jacor, for the issuance of shares of Common Stock upon the exercise of
outstanding options, or the grant of options to purchase shares of Common
Stock under Jacor's stock option plan and employee stock purchase plan, and
(iii) in the case of the directors and executive officers of Jacor, for the
exercise by such individuals of outstanding options and (iv) for the sale of
shares in this Offering. These individuals and entities collectively hold
14,779,682 shares of Common Stock. Donaldson, Lufkin & Jenrette Securities
Corporation may, in its sole discretion and at any time without prior notice,
release all or any portion of the shares subject to these "lock-up"
agreements.
Jacor can make no prediction as to the effect, if any, that sales of shares
of its Common Stock, or the availability of shares for future sale, will have
on the market price of the Common Stock prevailing from time to time. Sales of
substantial amounts of Common Stock (including shares issued upon the exercise
of warrants or options) in the public market, or the perception that such
sales could occur, could depress the prevailing market price for the Common
Stock. Such sales may also make it more difficult for Jacor to sell equity
securities or equity-related securities in the future at a time and price
which it deems appropriate.
UNDERWRITING
Subject to certain conditions contained in the Underwriting Agreement, a
syndicate of underwriters named below ("Underwriters"), for whom Donaldson,
Lufkin & Jenrette Securities Corporation, Alex. Brown & Sons Incorporated, CS
First Boston Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Smith Barney Inc. are acting as representatives ("Representatives"), have
severally agreed to purchase from the Company an aggregate of 17,500,000
shares of Common Stock. The number of shares of Common Stock that each
Underwriter has agreed to purchase is set forth opposite its name below:
<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation............
Alex. Brown & Sons Incorporated................................
CS First Boston Corporation....................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..........................................
Smith Barney Inc...............................................
----------
Total...................................................... 17,500,000
==========
</TABLE>
62
<PAGE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to purchase and accept delivery of the shares of Common Stock
offered hereby are subject to the approval of certain legal matters by counsel
and to certain other conditions. If any of the shares of Common Stock are
purchased by the Underwriters pursuant to the Underwriting Agreement, all such
shares (other than shares covered by the overallotment option described below)
must be so purchased.
Jacor has agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments that the Underwriters may be required to make in respect thereof.
Jacor has been advised by the Representatives that the Underwriters propose
to offer the Common Stock to the public initially at the price to the public
set forth on the cover page of this Prospectus and to certain dealers (who may
include the Underwriters) at such price less a concession not to exceed $
per share. The Underwriters may allow, and such dealers may reallow, discounts
not in excess of $ per share to any other Underwriter and certain other
dealers.
Jacor has granted to the Underwriters an option to purchase up to an
aggregate of 2,625,000 additional shares of Common Stock, at the initial
public offering price less underwriting discounts and commissions, solely to
cover overallotments. Such option may be exercised at any time until 30 days
after the date of this Prospectus. To the extent that the Underwriters
exercise such option, each of the Underwriters will be committed, subject to
certain conditions, to purchase a number of option shares proportionate to
such Underwriter's initial commitment as indicated in the preceding table.
Pursuant to regulations promulgated by the Securities and Exchange
Commission, market makers in the Common Stock who are Underwriters or
prospective underwriters ("passive market makers") may, subject to certain
limitations, make bids for purchases of Common Stock until the earlier of the
time of commencement (the "Commencement Date") of offers or sales of the
Common Stock contemplated by this Prospectus or the time at which a
stabilizing bid for such shares is made. In general, on and after the date two
business days prior to the Commencement Date (i) such market maker's net daily
purchases of the Common Stock may not exceed 30% of its average daily trading
volume in such shares for the two full consecutive calendar months immediately
preceding the filing date of the registration statement of which this
Prospectus forms a part, (ii) such market maker may not effect transactions
in, or display bids for, the Common Stock at a price that exceeds the highest
bid for the Common Stock by persons who are not passive market makers and
(iii) bids made by passive market makers must be identified as such. Certain
of the Underwriters may engage in passive market-making activities during the
two business days prior to the Commencement Date.
Jacor, its directors and officers and Zell/Chilmark each have agreed,
subject to certain exceptions, not to sell or otherwise dispose of shares of
Common Stock, sell or grant rights, options or warrants with respect to Common
Stock or securities convertible into Common Stock prior to the expiration of
180 days form the date of this Prospectus, without the prior written consent
of Donaldson, Lufkin & Jenrette Securities Corporation. See "Shares Eligible
for Future Sale."
EXPERTS
The consolidated balance sheets of Jacor Communications, Inc. and
Subsidiaries as of December 31, 1995 and 1994 and the consolidated statements
of operations, shareholders' equity and cash flows for each of the three years
in the period ended December 31, 1995, included in this registration
statement, have been included herein in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of that firm
as experts in accounting and auditing.
The consolidated balance sheets of Citicasters Inc. as of December 31, 1995
and 1994 and the consolidated statements of operations, changes in
shareholders' equity, and cash flows for each of the three years in the period
63
<PAGE>
ended December 31, 1995 appearing in this registration statement, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon (which contains an explanatory paragraph with respect to
Citicasters Inc.'s emergence from bankruptcy and subsequent adoption of
"fresh-start reporting" as of December 31, 1993, as more fully described in
Note B to the consolidated financial statements), appearing elsewhere herein,
and are included in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
The consolidated financial statements of Noble Broadcast Group, Inc. as of
December 31, 1995 and December 25, 1994 and for each of the three years in the
period ended December 31, 1995, included in this Prospectus, have been so
included in reliance on the report (which includes an explanatory paragraph
relating to Jacor's agreement to purchase Noble Broadcast Group, Inc. as
described in Note 2 to the consolidated financial statements), of Price
Waterhouse, LLP, independent accountants, given on the authority of said firm
as experts in auditing and accounting.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for Jacor by Graydon, Head & Ritchey, Cincinnati, Ohio. Certain legal
matters in connection with this Offering will be passed upon for the
Underwriters by Skadden, Arps, Slate, Meagher & Flom, Los Angeles, California.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by Jacor with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference
and are made a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1994;
(b) Jacor's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1995, June 30, 1995 and September 30, 1995;
(c) Current Reports on Form 8-K dated February 12, 1996, February 27, 1996
and March 6, 1996; and
(d) Jacor's Form 8-A Registration Statement dated January 12, 1993.
All documents filed by Jacor with the Commission pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") after the date of this Prospectus and prior to the termination
of the offering of the securities made hereby shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein (or in any other subsequently filed document
that is or is deemed to be incorporated by reference herein) modifies or
supersedes such previous statement. Any statement so modified or superseded
shall not be deemed to constitute a part of this Prospectus except as so
modified or superseded.
This Prospectus incorporates by reference certain documents relating to
Jacor which are not delivered herewith. These documents (other than exhibits
to such documents unless such exhibits are specifically incorporated by
reference herein) are available, without charge, upon oral or written request
by any person to whom this Prospectus is delivered. Such requests should be
directed to Jacor Communications, Inc., 1300 PNC Center, 201 East Fifth
Street, Cincinnati, Ohio 45202, Attention: Jon M. Berry, Senior Vice President
and Treasurer, Telephone Number (513) 621-1300.
64
<PAGE>
AVAILABLE INFORMATION
Jacor is subject to the informational requirements of the Exchange Act, and
accordingly files reports, proxy statements and other information with the
Commission. Jacor has filed a Registration Statement on Form S-3 together with
all amendments and exhibits thereto with the Commission under the Securities
Act of 1993 (the "Securities Act") with respect to the Offering. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. The Registration Statement,
including any amendments, schedules and exhibits thereto, is available for
inspection and copying as set forth above. Statements contained in this
Prospectus as to the contents of any contract or other document referred to
herein include all material terms of such contracts or other documents but are
not necessarily complete, and in each instance reference is made to the copy
of such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. Such reports, proxy statements and other information filed with the
Commission are available for inspection and copying at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and at 7 World Trade Center, 13th Floor, New
York, New York 10048. Copies of such documents may also be obtained from the
Public Reference Room of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports and
other information concerning Jacor are available for inspection and copying at
the offices of The Nasdaq Stock Market at 1735 K Street, N.W., Washington,
D.C. 20006-1506.
65
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Jacor Communications, Inc. and Subsidiaries
Report of Independent Accountants....................................... F-2
Consolidated Balance Sheets at December 31, 1995 and 1994............... F-3
Consolidated Statements of Operations for the years ended December 31,
1995, 1994 and 1993.................................................... F-4
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1995, 1994 and 1993....................................... F-5
Consolidated Statements of Cash Flows for the years ended December 31,
1995, 1994 and 1993.................................................... F-6
Notes to Consolidated Financial Statements.............................. F-7
Citicasters Inc. and Subsidiaries
Report of Independent Auditors ......................................... F-16
Balance Sheets at December 31, 1995 and 1994............................ F-17
Statements of Operations for the years ended December 31, 1995, 1994 and
1993................................................................... F-18
Statements of Changes in Shareholders' Equity for the years ended
December 31, 1995, 1994 and 1993....................................... F-19
Statements of Cash Flows for the years ended December 31, 1995, 1994 and
1993................................................................... F-20
Notes to Financial Statements........................................... F-22
Noble Broadcast Group, Inc. and Subsidiaries
Report of Independent Accountants ...................................... F-31
Consolidated Balance Sheet at December 31, 1995 and December 25, 1994... F-32
Consolidated Statement of Operations for the years ended December 31,
1995, December 25, 1994 and December 26, 1993.......................... F-33
Consolidated Statement of Changes in Stockholders' Deficit for the years
ended December 31, 1995, December 25, 1994 and December 26, 1993....... F-34
Consolidated Statement of Cash Flows for the years ended December 31,
1995, December 25, 1994 and December 26, 1993.......................... F-35
Notes to Consolidated Financial Statements.............................. F-36
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and
Board of Directors of
Jacor Communications, Inc.
We have audited the accompanying consolidated balance sheets of Jacor
Communications, Inc. and Subsidiaries as of December 31, 1995 and 1994, and
the related consolidated statements of operations, shareholders' equity, and
cash flows for each of the three years in the period ended December 31, 1995.
These financial statements are the responsibility of the Company'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 consolidated financial position of Jacor
Communications, Inc. and Subsidiaries as of December 31, 1995 and 1994, and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended December 31, 1995, in conformity with
generally accepted accounting principles.
Coopers & Lybrand L.L.P.
Cincinnati, Ohio
February 12, 1996 except for Note 14, as to which the date is March 13, 1996
F-2
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents.......................... $ 7,436,779 $ 26,974,838
Accounts receivable, less allowance for doubtful
accounts of $1,606,000
in 1995 and $1,348,000 in 1994.................... 25,262,410 24,500,652
Prepaid expenses................................... 2,491,140 3,419,719
Other current assets............................... 1,425,000 1,230,582
------------ ------------
Total current assets............................. 36,615,329 56,125,791
Property and equipment............................. 30,801,225 22,628,841
Intangible assets.................................. 127,157,762 89,543,301
Other assets....................................... 14,264,775 5,281,422
------------ ------------
Total assets..................................... $208,839,091 $173,579,355
============ ============
LIABILITIES
Current liabilities:
Accounts payable................................... $ 2,312,691 $ 2,723,717
Accrued payroll.................................... 3,177,945 3,274,902
Accrued federal, state and local income tax........ 3,225,585 2,092,616
Other current liabilities.......................... 3,463,344 3,397,117
------------ ------------
Total current liabilities........................ 12,179,565 11,488,352
Long-term debt....................................... 45,500,000 --
Other liabilities.................................... 3,468,995 3,869,567
Deferred tax liability............................... 8,617,456 9,177,456
------------ ------------
Total liabilities................................ 69,766,016 24,535,375
------------ ------------
Commitments and contingencies........................
SHAREHOLDERS' EQUITY
Preferred stock, authorized and unissued 4,000,000
shares.............................................. -- --
Common stock, no par value, $0.10 per share stated
value; authorized 100,000,000 shares, issued and
outstanding shares: 18,157,209 in 1995 and
19,590,373 in 1994.................................. 1,815,721 1,959,038
Additional paid-in capital........................... 116,614,230 137,404,815
Common stock warrants................................ 388,055 390,167
Retained earnings.................................... 20,255,069 9,289,960
------------ ------------
Total shareholders' equity....................... 139,073,075 149,043,980
------------ ------------
Total liabilities and shareholders' equity....... $208,839,091 $173,579,355
============ ============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-3
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Broadcast revenue.................... $133,103,137 $119,635,308 $100,745,089
Less agency commissions............ 14,212,306 12,624,860 10,812,889
------------ ------------ ------------
Net revenue...................... 118,890,831 107,010,448 89,932,200
Broadcast operating expenses......... 87,290,409 80,468,077 69,520,397
Depreciation and amortization........ 9,482,883 9,698,030 10,222,844
Corporate general and administrative
expenses............................ 3,500,518 3,361,263 3,563,800
------------ ------------ ------------
Operating income................. 18,617,021 13,483,078 6,625,159
Interest expense..................... (1,443,836) (533,862) (2,734,677)
Interest income...................... 1,259,696 1,218,179 258,857
Other expense, net................... (167,772) (2,079) (10,895)
------------ ------------ ------------
Income before income taxes....... 18,265,109 14,165,316 4,138,444
Income tax expense................... (7,300,000) (6,313,800) (2,700,000)
------------ ------------ ------------
Net income....................... $ 10,965,109 $ 7,851,516 $ 1,438,444
============ ============ ============
Net income per common share...... $ 0.52 $ 0.37 $ 0.10
============ ============ ============
Number of common shares used in per
share calculation................... 20,912,705 21,409,177 14,504,527
============ ============ ============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-4
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
COMMON STOCK
---------------------- ADDITIONAL COMMON
STATED PAID-IN STOCK RETAINED
SHARES VALUE CAPITAL WARRANTS EARNINGS TOTAL
<S> <C> <C> <C> <C> <C> <C>
Balances, January 1,
1993................... 9,092,084 $ 909,208 $ 49,568,738 $402,805 $ 0 $ 50,880,751
Issuance of common
stock:
Public offering........ 5,462,500 546,250 59,390,937 59,937,187
Sale to Majority
Shareholder........... 3,484,321 348,432 19,651,571 20,000,003
1993 rights offering... 345,476 34,548 1,703,287 1,737,835
Directors'
subscription.......... 80,000 8,000 451,200 459,200
Purchase of KAZY(FM)... 964,006 96,401 5,436,993 5,533,394
Exercise of stock
options............... 52,886 5,289 275,914 281,203
Other.................. 18,539 1,854 155,728 (12,408) 145,174
Net income.............. 1,438,444 1,438,444
---------- ---------- ------------ -------- ----------- ------------
Balances, December 31,
1993................... 19,499,812 1,949,982 136,634,368 390,397 1,438,444 140,413,191
Exercise of stock
options................ 89,310 8,931 760,215 769,146
Other................... 1,251 125 10,232 (230) 10,127
Net income.............. 7,851,516 7,851,516
---------- ---------- ------------ -------- ----------- ------------
Balances, December 31,
1994................... 19,590,373 1,959,038 137,404,815 390,167 9,289,960 149,043,980
Purchase and retirement
of stock............... (1,515,300) (151,530) (21,542,302) (21,693,832)
Purchase of stock by
employee stock purchase
plan................... 43,785 4,378 470,251 474,629
Exercise of stock
options................ 27,790 2,779 192,754 195,533
Other................... 10,561 1,056 88,712 (2,112) 87,656
Net income.............. 10,965,109 10,965,109
---------- ---------- ------------ -------- ----------- ------------
Balances, December 31,
1995................... 18,157,209 $1,815,721 $116,614,230 $388,055 $20,255,069 $139,073,075
========== ========== ============ ======== =========== ============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-5
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Cash flows from operating
activities:
Net income........................ $ 10,965,109 $ 7,851,516 $ 1,438,444
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation.................... 3,251,360 2,506,661 2,258,818
Amortization of intangible
assets......................... 6,231,523 7,191,369 7,840,064
Provision for losses on accounts
and notes receivable........... 1,136,887 1,441,925 957,749
Refinancing fees................ (2,455,770)
Deferred income tax provision
(benefit)...................... (560,000) (355,000) 1,400,000
Other........................... 237,418 (477,825) (138,920)
Changes in operating assets and
liabilities, net of effects of
acquisitions and disposals:
Accounts receivable........... (2,343,943) (5,765,899) (5,677,825)
Other current assets.......... 1,029,161 (2,008,159) 1,487,404
Accounts payable.............. (424,306) 371,913 (268,903)
Accrued payroll and other
current liabilities.......... 1,102,239 591,389 2,119,153
------------ ------------ -------------
Net cash provided by operating
activities......................... 20,625,448 11,347,890 8,960,214
------------ ------------ -------------
Cash flows from investing
activities:
Payment received on notes
receivable....................... 392,500 1,300,000
Capital expenditures.............. (4,969,027) (2,221,140) (1,495,317)
Cash paid for acquisitions........ (34,007,857) (4,904,345) (3,871,910)
Purchase of intangible assets..... (15,535,809) (6,261,520)
Proceeds from sale of assets...... 1,919,189
Loans originated and other........ (10,220,300) (3,482,379) (160,158)
------------ ------------ -------------
Net cash used by investing
activities......................... (64,340,493) (13,650,195) (5,527,385)
------------ ------------ -------------
Cash flows from financing
activities:
Proceeds from issuance of long-
term debt........................ 45,500,000 48,000,000
Purchase of common stock.......... (21,693,832)
Proceeds from issuance of common
stock............................ 757,818 779,273 88,301,704
Reduction in long-term debt....... (118,484,583)
Payment of restructuring expenses. (387,000) (119,729) (5,061,925)
------------ ------------ -------------
Net cash provided by financing
activities......................... 24,176,986 659,544 12,755,196
------------ ------------ -------------
Net increase (decrease) in cash and
cash equivalents................... (19,538,059) (1,642,761) 16,188,025
Cash and cash equivalents at
beginning of year.................. 26,974,838 28,617,599 12,429,574
------------ ------------ -------------
Cash and cash equivalents at end of
year............................... $ 7,436,779 $ 26,974,838 $ 28,617,599
============ ============ =============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-6
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS
The Company owns and operates 23 radio stations in seven metropolitan
markets throughout the United States. On January 11, 1993, the Company
completed a recapitalization plan that substantially modified its debt and
capital structure. Such recapitalization was accounted for as if it had been
completed January 1, 1993.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
Jacor Communications, Inc. and its subsidiaries. All significant intercompany
accounts and transactions have been eliminated.
REVENUES
Revenues for commercial broadcasting advertisements are recognized when the
commercial is broadcast.
BARTER TRANSACTIONS
Revenue from barter transactions (advertising provided in exchange for goods
and services) is recognized as income when advertisements are broadcast, and
merchandise or services received are charged to expense when received or used.
If merchandise or services are received prior to the broadcast of the
advertising, a liability (deferred barter revenue) is recorded. If the
advertising is broadcast before the receipt of the goods or services, a
receivable is recorded.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For purposes of the consolidated statements of cash flows, the Company
considers all highly liquid investments with a maturity of three months or
less, when purchased, to be cash equivalents. Income taxes aggregating
$6,662,000, $5,545,000, and $100,000 were paid during 1995, 1994 and 1993,
respectively. Interest paid was $1,378,000, $381,000, and $3,107,000 during
1995, 1994, and 1993, respectively. The effect of barter transactions has been
eliminated (see Note 12).
CONCENTRATIONS OF CREDIT RISK
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of temporary cash
investments and accounts receivable. Concentrations of credit risk with
respect to accounts receivable are limited due to the large number of
customers comprising the Company's customer base and their dispersion across
many different geographic areas of the country.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost less accumulated depreciation;
depreciation is provided on the straight-line basis over the estimated useful
lives of the assets as follows:
<TABLE>
<S> <C>
Land improvements........................................... 20 Years
Buildings................................................... 25 Years
Equipment................................................... 3 to 20 Years
Furniture and fixtures...................................... 5 to 12 Years
Leasehold improvements...................................... Life of lease
</TABLE>
F-7
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
INTANGIBLE ASSETS
Intangible assets are stated at cost less accumulated amortization;
amortization is provided principally on the straight-line basis over the
following lives:
<TABLE>
<S> <C>
Goodwill.................................................... 40 Years
Other intangibles........................................... 5 to 25 Years
</TABLE>
Other intangible assets consist primarily of various contracts and purchased
intellectual property.
The carrying value of intangible assets is reviewed by the Company when
events or circumstances suggest that the recoverability of an asset may be
impaired. If this review indicates that goodwill and licenses will not be
recoverable, as determined based on the undiscounted cash flows of the entity
over the remaining amortization period, the carrying value of the goodwill and
licenses will be reduced accordingly.
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 revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
PER SHARE DATA
Income per share for the three years ended December 31, 1995 is based on the
weighted average number of common shares outstanding and gives effect to both
dilutive stock options and dilutive stock purchase warrants during the year.
Fully diluted income per share is not presented since it approximates income
per share.
2. ACQUISITION OF LICENSES
In June 1993, the Company acquired the FCC license and certain contracts of
radio station WLWA(AM) (formerly WKRC) in Cincinnati, Ohio for $1,600,000 in
cash.
In September 1995, the Company exercised its purchase option to acquire
ownership of the FCC license of radio station KHTS-FM (formerly KECR-FM) in
San Diego, California for approximately $13,875,000 in cash.
3. ACQUISITIONS
In July 1993, the Company completed the acquisition of radio station
KAZY(FM) in Denver, Colorado from its majority shareholder. The majority
shareholder had purchased that station for $5,500,000 and then sold the
station to the Company in consideration of the issuance of shares of the
Company's common stock having a value, at $5.74 per share, equal to the
majority shareholder's cost for the station plus related acquisition costs. In
connection with the acquisition, 964,006 shares of the Company's common stock
were issued to the majority shareholder.
Effective January 1, 1994, the Company acquired an interest in Critical Mass
Media, Inc. ("CMM") from the Company's President. In connection with the
transaction, the President has the right to put the remaining interest to the
Company between January 1, 1999 and January 1, 2000 for 300,000 shares of the
Company's common stock. If the put is not exercised by January 1, 2000, the
Company has the right to acquire the remaining interest prior to 2001 in
exchange for 300,000 shares of the Company's common stock. In connection with
the acquisition, the Company recorded $3,017,000 in goodwill and a $2,400,000
obligation included in other liabilities.
F-8
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
In March 1994, the Company entered into an agreement to acquire the assets
of radio station WPPT(FM) (formerly WIMJ) in Cincinnati, Ohio for $9,500,000
in cash. Pending consummation of the transaction (which occurred in June
1995), the Company operated the station under a Local Marketing Agreement
which commenced April 7, 1994, and expired upon completion of the purchase.
In 1994, the Company acquired the call letters, programming and certain
contracts of radio station KBPI(FM) in Denver, Colorado and then changed the
call letters of its FM broadcast station KAZY to KBPI; the Company acquired
the call letters, programming and certain contracts of radio station WCKY(AM)
in Cincinnati, Ohio and then changed the call letters of its AM broadcast
station WLWA to WCKY; the Company acquired radio station KTLK(AM) (formerly
KRZN) in Denver, Colorado; and the Company acquired radio station WWST(FM)
(formerly WWZZ) in Knoxville, Tennessee. The aggregate cash purchase price for
these acquisitions was approximately $9.5 million.
In August 1995, the Company acquired certain operating assets of radio
stations WDUV(FM) and WBRD(AM) in Tampa, Florida for approximately $14,000,000
in cash.
In 1995, the Company acquired the call letters, programming and certain
contracts of radio station WOFX(FM) in Cincinnati, Ohio and then changed the
call letters of its FM broadcast station WPPT to WOFX. The Company also
acquired radio stations WSOL(FM) (formerly WHJX), WJBT(FM) and WZAZ(AM) in
Jacksonville, Florida. The aggregate cash purchase price for these
acquisitions was approximately $9,750,000.
All of the above acquisitions have been accounted for as purchases. The
excess cost over the fair value of net assets acquired is being amortized over
40 years. The results of operations of the acquired businesses are included in
the Company's financial statements since the respective dates of acquisition.
Assuming each of the 1994 and 1995 acquisitions had taken place at the
beginning of 1994, unaudited pro forma consolidated results of operations
would have been as follows:
<TABLE>
<CAPTION>
PRO FORMA (UNAUDITED)
YEAR ENDED DECEMBER 31,
---------------------------------
1995 1994
<S> <C> <C> <C> <C>
Net broadcasting revenue................ $121,214,000 $111,232,000
Net income.............................. 10,463,000 7,115,000
Net income per share.................... 0.50 0.33
</TABLE>
4. DISPOSITION
In May 1994, the Company completed the sale of the business and
substantially all the assets of its wholly owned subsidiary, Telesat Cable TV,
Inc. under a contract dated December 1993. The Company received approximately
$2,000,000 in cash for this sale.
5. PROPERTY AND EQUIPMENT
Property and equipment at December 31, 1995 and 1994 consist of the
following:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Land and land improvements...................... $ 2,575,224 $ 1,999,002
Buildings....................................... 2,584,556 1,912,432
Equipment....................................... 26,673,912 18,725,970
Furniture and fixtures.......................... 3,505,363 2,346,041
Leasehold improvements.......................... 3,184,683 2,116,548
----------- -----------
38,523,738 27,099,993
Less accumulated depreciation................... (7,722,513) (4,471,152)
----------- -----------
$30,801,225 $22,628,841
=========== ===========
</TABLE>
F-9
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
6. INTANGIBLE ASSETS
Intangible assets at December 31, 1995 and 1994 consist of the following:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Goodwill...................................... $120,947,774 $ 78,621,918
Other......................................... 27,488,624 25,952,816
------------ ------------
148,436,398 104,574,734
Less accumulated amortization................. (21,278,636) (15,031,433)
------------ ------------
$127,157,762 $ 89,543,301
============ ============
</TABLE>
7. DEBT AGREEMENT
The Company's debt obligations at December 31, 1995 consist of the
following:
<TABLE>
<S> <C>
Indebtedness under the Bank Credit Agreement (described
below)--
Senior reducing revolving facility....................... $38,500,000
Senior acquisition facility.............................. 7,000,000
-----------
$45,500,000
===========
</TABLE>
The Company has an agreement with a group of lenders, as amended (the
"Credit Agreement"), which provides for a senior reducing revolving credit
facility with a commitment of $39,550,000 at December 31, 1995 that expires on
December 31, 2000 (the "Revolver") and a senior acquisition facility with a
commitment of $55,000,000 that expires on September 30, 1996 (the "Acquisition
Facility"). Both facilities are available for acquisitions permitted under
conditions set forth in the Credit Agreement.
The Credit Agreement requires that the commitment under the Revolver be
reduced by $900,000 quarterly during 1996 and by increasing quarterly amounts
thereafter, and, under certain circumstances, requires mandatory prepayments
of any outstanding loans and further commitment reductions under the Credit
Agreement. Amounts outstanding under the Acquisition Facility at September 30,
1996 are payable in 17 equal quarterly installments.
The indebtedness of the Company under the Credit Agreement is collateralized
by liens on substantially all of the assets of the Company and its operating
subsidiaries and by a pledge of the operating subsidiaries' stock, and is
guaranteed by those subsidiaries. The Credit Agreement contains restrictions
pertaining to maintenance of financial ratios, capital expenditures, payment
of dividends or distributions of capital stock and incurrence of additional
indebtedness.
Interest under the Credit Agreement is payable, at the option of the
Company, at alternative rates equal to the Eurodollar rate plus 1.25% to 2.25%
or the base rate announced by Banque Paribas plus 0.25% to 1.25%. The spreads
over the Eurodollar rate and such base rate vary from time to time, depending
upon the Company's financial leverage. The Company will pay quarterly
commitment fees equal to 3/8% per annum on the aggregate unused portion of the
aggregate commitment on both facilities. The Company also is required to pay
certain other fees to the agent and the lenders for the administration of the
facilities and the use of the Acquisition Facility.
In accordance with the terms of the Credit Agreement, the Company entered
into an interest rate protection agreement in March 1993 on the notional
amount of $22,500,000 for a three-year term. This agreement provides
protection against the rise in the three-month LIBOR interest rate beyond a
level of 7.25%. The current three-month LIBOR interest rate is 5.3125%.
F-10
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
8. CAPITAL STOCK
During 1995, the Company purchased and retired 1,515,300 shares of its own
common stock at a cost of $21,693,832. The Company's Board of Directors has
authorized the Company to purchase up to an additional 1,000,000 shares of its
own common stock from time to time in open-market or negotiated transactions.
The Company issued 2,014,233 warrants on January 1, 1993 to purchase
2,014,233 shares of common stock at $8.30 which were recorded at their
estimated fair value of $0.20 per warrant. The warrants may be exercised at
any time prior to January 14, 2000, at which time the warrants expire. During
the year ended December 31, 1995, 10,577 warrants were exercised.
9. INCOME TAXES
Income tax expense for the years ended December 31, 1995, 1994 and 1993 is
summarized as follows:
<TABLE>
<CAPTION>
FEDERAL STATE TOTAL
<S> <C> <C> <C>
1995:
Current.................................. $ 6,600,000 $1,260,000 $7,860,000
Deferred................................. (500,000) (60,000) (560,000)
----------- ---------- ----------
$ 6,100,000 $1,200,000 $7,300,000
=========== ========== ==========
1994:
Current.................................. $ 5,593,800 $1,075,000 $6,668,800
Deferred................................. (300,000) (55,000) (355,000)
----------- ---------- ----------
$ 5,293,800 $1,020,000 $6,313,800
=========== ========== ==========
1993:
Current.................................. $ 900,000 $ 400,000 $1,300,000
Deferred................................. 1,300,000 100,000 1,400,000
----------- ---------- ----------
$ 2,200,000 $ 500,000 $2,700,000
=========== ========== ==========
</TABLE>
The provisions for income tax differ from the amount computed by applying
the statutory federal income tax rate due to the following:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Federal income taxes at the statutory rate... $6,392,788 $4,957,861 $1,407,071
Amortization not deductible.................. 606,137 606,137 404,660
State income taxes, net of any current
federal income tax benefit.................. 780,000 663,000 330,000
Other........................................ (478,925) 86,802 558,269
---------- ---------- ----------
$7,300,000 $6,313,800 $2,700,000
========== ========== ==========
</TABLE>
The tax effects of the significant temporary differences which comprise the
deferred tax liability at December 31, 1995, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Property and equipment.................. $ 12,208,187 $11,062,121 $11,172,498
Intangibles............................. (1,456,567) (860,566) (1,445,854)
Accrued expenses........................ (1,992,093) (2,183,592) (740,790)
Reserve for pending sale of assets...... (1,458,396)
Other................................... (142,071) 1,159,493 372,542
------------ ----------- -----------
Net Liability ...................... $ 8,617,456 $ 9,177,456 $ 7,900,000
============ =========== ===========
</TABLE>
F-11
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
10. STOCK-BASED COMPENSATION PLANS
In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation". The Company will continue to apply APB Opinion No. 25 in
accounting for its plans as permitted by this statement. However, this
statement requires that a company's financial statements include certain
disclosures about stock-based employee compensation arrangements regardless of
the method used to account for them. Pro forma disclosures required by a
company that elects to continue to measure compensation cost using Opinion No.
25 will be made by the Company for the year ended December 31, 1996.
At December 31, 1995, the Company has three stock-based compensation plans,
which are described below. The Company applies APB Opinion 25 in accounting
for its plans. Accordingly, no compensation cost has been recognized for its
fixed stock option plans and its stock purchase plan.
1993 STOCK OPTION PLAN
Under the Company's 1993 stock option plan, options to acquire up to
2,769,218 shares of common stock can be granted to officers and key employees
at no less than the fair market value of the underlying stock on the date of
grant. The plan permits the granting of non-qualified stock options as well as
incentive stock options. The options vest 30% upon grant, 30% upon the first
anniversary of the grant date and 20% per year for each of the next two years
thereafter and expire 10 years after grant. The plan will terminate no later
than February 7, 2003. Information pertaining to the plan for the years ended
December 31, 1995, 1994 and 1993 is as follows:
<TABLE>
<CAPTION>
NUMBER OF OPTION PRICE
SHARES PER SHARE
<S> <C> <C>
1995:
Outstanding at beginning of year................. 1,286,310 $ 5.74-$15.18
Granted.......................................... 245,000 $13.88-$15.60
Exercised........................................ (27,790) $ 5.74-$ 6.46
Outstanding at end of year....................... 1,503,520 $ 5.74-$15.60
Exercisable at end of year....................... 1,046,340 $ 5.74-$14.04
Available for grant at end of year............... 1,092,618
1994:
Outstanding at beginning of year................. 1,365,620 $ 5.74-$ 6.46
Granted.......................................... 10,000 $13.50-$15.18
Exercised........................................ (89,310) $ 5.74-$ 5.97
Outstanding at end of year....................... 1,286,310 $ 5.74-$15.18
Exercisable at end of year....................... 734,670 $ 5.74-$13.50
Available for grant at end of year............... 87,618
1993:
Outstanding at beginning of year................. 0
Granted.......................................... 1,535,910 $ 5.74-$ 6.46
Exercised........................................ (55,980) $ 5.74
Surrendered...................................... (114,310) $ 5.97-$ 6.46
Outstanding at end of year....................... 1,365,620 $ 5.74-$ 6.46
Exercisable at end of year....................... 370,500 $5.74
Available for grant at end of year............... 97,618
</TABLE>
F-12
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DIRECTORS' STOCK OPTIONS
The Company has granted nonqualified stock options to purchase up to 65,000
shares of the Company's common stock to certain members of the Company's Board
of Directors. These options vest 30% upon grant, 30% upon the first
anniversary of the grant date and 20% per year for each of the next two years
thereafter. Options to purchase up to 40,000 shares must be exercised in full
prior to May 28, 1998 while the remaining options must be exercised in full
prior to December 15, 2004. The exercise price of these options ranges from
$5.74 per share to $14.34 per share.
EMPLOYEE STOCK PURCHASE PLAN
Under the 1995 Employee Stock Purchase Plan, the Company is authorized to
issue up to 200,000 shares of common stock to its full-time and part-time
employees, all of whom are eligible to participate. Under the terms of the
Plan, employees can choose each year to have up to 10 percent of their annual
base earnings withheld to purchase the Company's common stock. The purchase
price of the stock is 85 percent of the lower of its beginning-of-year or end-
of-year market price. Under the Plan, the Company sold 43,785 shares to
employees in 1995 at a purchase price of $10.84 per share.
11. COMMITMENTS AND CONTINGENCIES
LEASE OBLIGATIONS
The Company and its subsidiaries lease certain land and facilities used in
their operations, including local marketing agreements for certain radio
stations. Future minimum rental payments under all noncancellable operating
leases as of December 31, 1995 are payable as follows:
<TABLE>
<S> <C>
1996......................... $ 2,958,000
1997......................... 2,681,000
1998......................... 2,340,000
1999......................... 1,208,000
2000......................... 1,106,000
Thereafter................... 4,273,000
-----------
$14,566,000
===========
</TABLE>
Rental expense was approximately $3,471,000, $3,336,000, and $2,991,000 for
the years ended December 31, 1995, 1994 and 1993, respectively.
The Company has a real estate lease for office space for its Atlanta
operations with an affiliate of its majority shareholder. The annual rental
rate is approximately $330,000.
LEGAL PROCEEDINGS
The Company is a party to various legal proceedings. In the opinion of
management, all such matters are adequately covered by insurance, or if not so
covered, are without merit or are of such kind, or involve such amounts, as
would not have a significant effect on the financial position or results of
operations of the Company.
12. BARTER TRANSACTIONS
Barter revenue was approximately $4,976,000, $4,647,000, and $5,061,000 in
1995, 1994 and 1993, respectively. Barter expense was approximately
$5,166,000, $4,164,000, and $4,941,000 in 1995, 1994 and 1993, respectively.
F-13
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Included in accounts receivable and accounts payable in the accompanying
consolidated balance sheets for 1995 and 1994 are barter accounts receivable
(merchandise or services due the Company) of approximately $927,000 and
$1,372,000, respectively, and barter accounts payable (air time due supplier
of merchandise or service) of approximately $1,012,000 and $1,000,000,
respectively.
13. RETIREMENT PLAN
The Company maintains a defined contribution retirement plan covering
substantially all employees who have met eligibility requirements. The Company
matches 50% of participating employee contributions, subject to a maximum
contribution by the Company of 1 1/2% of such employee's annual compensation
up to $150,000 of such compensation. Total expense related to this plan was
$334,253, $289,487, and $237,875 in 1995, 1994 and 1993, respectively.
14. SUBSEQUENT EVENTS
ACQUISITIONS
In February 1996, the Company entered into an agreement to acquire Noble
Broadcast Group, Inc. ("Noble"), for $152,000,000 in cash. Noble owns 10 radio
stations, 4 of which serve Denver, Colorado, with 3 each serving St. Louis,
Missouri and Toledo, Ohio; and provides programming to and sells air time for
two stations serving the San Diego market. The broadcast signals for the
stations serving the San Diego market originate from Mexico. The agreement is
subject to the approval of the Federal Communications Commission and the
satisfaction of certain other conditions. Pending consummation of the
transaction, the Company entered into Time Brokerage Agreements for the
stations in St. Louis and Toledo which began February 21, 1996, and will
expire on the purchase date. The Company will finance this acquisition from
the proceeds of a new credit facility discussed below.
In February 1996, the Company signed an agreement and plan of merger to
acquire Citicasters Inc. ("Citicasters") owner of 19 radio stations in eight
U.S. markets as well as two network affiliated television stations.
Citicasters' radio stations serve Atlanta, Georgia; Cincinnati and Columbus,
Ohio; Kansas City, Kansas and Missouri; Phoenix, Arizona; Portland, Oregon;
Sacramento, California; and Tampa, Florida. The television stations serve
Cincinnati, Ohio and Tampa, Florida. The agreement is subject to the approval
of the Federal Communications Commission and the satisfaction of certain other
conditions. In conjunction with this agreement, the Company has delivered to
the seller a $75,000,000 non-refundable deposit in the form of a letter of
credit. The letter of credit requires annual fees of 1.25% and can be drawn
upon by Citicasters if the merger agreement is terminated.
Jacor will pay $29.50 cash for each Citicasters share, plus approximately
1/5 of a warrant for each Citicasters share. The warrants will permit
Citicasters shareholders to purchase a share of Jacor Common Stock for $28 per
share. Approximately 4,400,000 warrants to purchase Jacor stock will be issued
in connection with the merger. If the merger is not consummated by October 1,
1996, the exercise price for the warrants to purchase Jacor stock will be
reduced to $26 per share. The cash purchase price, which is approximately
$630,000,000, will increase by approximately $5,000,000 for each full month
subsequent to October, 1996 but prior to the merger.
NEW CREDIT AGREEMENT
On February 20, 1996 the Company entered into a new credit agreement. The
Company's new senior debt consists of two facilities (the "Facilities")
provided under an agreement (the "Credit Agreement") with eleven banks: a
$190,000,000 reducing revolving credit facility ("Revolving A Loans") and a
$110,000,000 reducing revolving credit facility ("Revolving B Loans"). Both
facilities mature on December 31, 2003. The indebtedness of the Company under
the Facilities is collateralized by liens on substantially all of the assets
of the Company and its operating subsidiaries and by a pledge of the operating
subsidiaries' stock, and is guaranteed by those subsidiaries.
F-14
<PAGE>
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The Revolving A Loans will be used primarily to refinance existing debt and
to complete the Noble acquisition. The Revolving B Loans will be used to
finance acquisitions, stock repurchases and for working capital and other
general corporate purposes.
The commitment under the Revolving A Loans will be reduced by $2,500,000
each quarter commencing January 1, 1997 and by increasing quarterly amounts in
each succeeding year. The commitment under the Revolving B Loans will be
reduced by $5,000,000 for each quarter commencing January 1, 1998.
The Company is required to make mandatory prepayments of the Facilities
equal to (i) net proceeds from any debt offerings, (ii) 50% of net proceeds
from any equity offerings to bring the Company's leverage ratio down to 5 to
1, (iii) 50% of excess cash flow, as defined, beginning in 1997, and (iv) net
after tax proceeds received from asset sales or other dispositions.
Interest under the Facilities is payable, at the option of the Company, at
alternative rates equal to the Eurodollar rate plus 1% to 2 3/4% or the base
rate announced by Banque Paribas plus up to 1 1/2%. The spreads over the
Eurodollar rate and such base rate vary from time to time, depending upon the
Company's financial leverage. The Company will pay quarterly commitment fees
of 3/8% to 1/2% per annum on the unused portion of the commitment on both
Facilities depending on the Company's financial leverage. The Company also is
required to pay certain other fees to the agent and the lenders for the
administration of the Facilities.
The Credit Agreement contains a number of covenants which, among other
things, require the Company to maintain specified financial ratios and impose
certain limitations on the Company with respect to (i) the incurrence of
additional indebtedness; (ii) investments and acquisitions, except under
specified conditions; (iii) the incurrence of additional liens; (iv) the
disposition of assets; (v) the payment of cash dividends; (vi) capital
expenditures; and (vii) mergers, changes in business, and transactions with
affiliates.
F-15
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Board of Directors
Citicasters Inc.
We have audited the accompanying balance sheets of Citicasters Inc. and
subsidiaries (formerly Great American Communications Company) as of December
31, 1995 and 1994, and the related statements of operations, shareholders'
equity and cash flows for each of the three years in the period ended December
31, 1995. These financial statements are the responsibility of the Company'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.
As more fully described in Note B to the financial statements, effective
December 28, 1993, the Company emerged from bankruptcy pursuant to a plan of
reorganization confirmed by the Bankruptcy Court on December 7, 1993. In
accordance with an American Institute of Certified Public Accountants
Statement of Position, the Company has adopted "fresh-start reporting" whereby
its assets, liabilities, and new capital structure have been adjusted to
reflect estimated fair values as of December 31, 1993. As a result, the
statements of operations, shareholders' equity and cash flows for the years
ended December 31, 1995 and December 31, 1994 reflect the Company's new basis
of accounting and, accordingly, is not comparable to the Company's pre-
reorganization statements of operations, shareholders' equity and cash flows
for the year ended December 31, 1993.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Citicasters Inc. and
subsidiaries at December 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1995, in conformity with generally accepted accounting
principles.
Ernst & Young LLP
Cincinnati, Ohio
February 23, 1996
F-16
<PAGE>
CITICASTERS INC. AND SUBSIDIARIES
BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1995 1994
ASSETS
<S> <C> <C>
Current assets:
Cash and short-term investments............................ $ 3,572 $ 46,258
Trade receivables, less allowance for doubtful accounts of
$1,643 and $1,244......................................... 32,495 31,851
Broadcast program rights................................... 5,162 5,488
Prepaid and other current assets........................... 3,059 2,635
-------- --------
Total current assets..................................... 44,288 86,232
Broadcast program rights, less current portion............. 3,296 4,466
Property and equipment, net................................ 33,878 25,083
Contracts, broadcasting licenses and other intangibles,
net....................................................... 312,791 274,695
Deferred charges and other assets.......................... 22,093 13,016
-------- --------
$416,346 $403,492
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable, accrued expenses and other current
liabilities............................................... $ 17,061 $ 33,673
Broadcast program rights fees payable...................... 5,298 5,041
-------- --------
Total current liabilities................................ 22,359 38,714
Broadcast program rights fees payable, less current portion.. 2,829 3,666
Long-term debt............................................... 132,481 122,291
Deferred income taxes........................................ 44,822 44,486
Other liabilities............................................ 54,163 43,398
-------- --------
Total liabilities........................................ 256,654 252,555
Shareholders' equity:
Common Stock, $.01 par value, including additional paid-in
capital, 500,000,000 shares authorized; 19,976,927 and
20,203,247 shares outstanding............................. 82,936 87,831
Retained earnings from January 1, 1994..................... 76,756 63,106
-------- --------
Total shareholders' equity............................... 159,692 150,937
-------- --------
$416,346 $403,492
======== ========
</TABLE>
See notes to financial statements.
F-17
<PAGE>
CITICASTERS INC. AND SUBSIDIARIES
STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
PREDECESSOR
1995 1994 1993
<S> <C> <C> <C>
Net revenues:
Television broadcasting..................... $ 61,592 $130,418 $139,576
Radio broadcasting.......................... 74,822 66,625 65,592
--------- -------- --------
136,414 197,043 205,168
--------- -------- --------
Costs and expenses:
Operating expenses.......................... 37,416 60,682 71,730
Selling, general and administrative......... 43,513 57,036 61,340
Corporate, general and administrative
expenses................................... 4,303 4,796 3,996
Depreciation and amortization............... 14,635 22,946 28,119
--------- -------- --------
99,867 145,460 165,185
--------- -------- --------
Operating income.............................. 36,547 51,583 39,983
Other income (expense):
Interest expense, (contractual interest for
1993 was $69,806).......................... (13,854) (31,979) (64,942)
Minority interest........................... -- -- (26,776)
Investment income........................... 1,231 1,216 305
Gain on sale of television stations......... -- 95,339 --
Miscellaneous, net.......................... (607) 447 (494)
--------- -------- --------
(13,230) 65,023 (91,907)
--------- -------- --------
Earnings (loss) before reorganization items
and income taxes............................. 23,317 116,606 (51,924)
Reorganization items.......................... -- -- (14,872)
--------- -------- --------
Earnings (loss) before income taxes and
extraordinary items.......................... 23,317 116,606 (66,796)
Income taxes.................................. 9,000 53,500 --
--------- -------- --------
Earnings (loss) before extraordinary items.... 14,317 63,106 (66,796)
Extraordinary items, net of tax............... -- -- 408,140
--------- -------- --------
Net earnings.................................. $ 14,317 $ 63,106 $341,344
========= ======== ========
Share data:
Primary and Fully Diluted:
Net earnings.............................. $ .68 $ 2.55 *
Average common shares..................... 21,017 24,777 *
</TABLE>
- ---------------------
* Share amounts are not relevant due to the effects of the reorganization.
See notes to financial statements.
F-18
<PAGE>
CITICASTERS INC. AND SUBSIDIARIES
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
PREDECESSOR
1995 1994 1993
<S> <C> <C> <C>
Common stock, including additional paid-in capital:
Beginning balance............................................................................. $ 87,831 $138,588 $ 270,891
Common stock issued:
Exercise of stock options................................................................... 273 -- --
Stock bonus awarded......................................................................... -- 297 350
Common stock repurchased and retired.......................................................... (5,168) (51,054) --
Effect of restructuring....................................................................... -- -- (132,653)
-------- -------- ---------
Balance at end of period...................................................................... $ 82,936 $ 87,831 $ 138,588
======== ======== =========
Retained earnings:
Beginning balance............................................................................. $ 63,106 $ -- $(609,920)
Net earnings.................................................................................. 14,317 63,106 341,344
Application of fresh-start accounting......................................................... -- -- 268,576
Cash dividends................................................................................ (667) -- --
-------- -------- ---------
Balance at end of period...................................................................... $ 76,756 $ 63,106 $ --
======== ======== =========
Total Shareholders' Equity...................................................................... $159,692 $150,937 $ 138,588
- --------------------------------------------------
======== ======== =========
</TABLE>
See notes to financial statements.
F-19
<PAGE>
CITICASTERS INC. AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
PREDECESSOR
1995 1994 1993
<S> <C> <C> <C>
Operating Activities:
Net earnings................................................................................. $ 14,317 $ 63,106 $341,344
Adjustments:
Depreciation and amortization.............................................................. 14,635 22,946 28,119
Non-cash interest expense.................................................................. 190 198 8,780
Other non-cash adjustments (primarily non-cash dividends on the preferred stock of a former
subsidiary)............................................................................... -- -- 26,941
Reorganization items....................................................................... -- -- 14,872
Realized gains on sales of assets.......................................................... -- (51,218) (1,871)
Extraordinary gains on retirements and refinancing of long-term debt....................... -- -- (408,140)
Decrease (increase) in trade receivables................................................... (644) 16,443 (1,635)
Decrease (increase) in broadcast program rights, net of fees payable....................... 916 (146) 201
Increase (decrease) in accounts payable, accrued expenses and other liabilities............ (5,885) (2,891) 9,514
Increase (decrease) in deferred taxes...................................................... 336 (6,559) --
Other...................................................................................... (634) (4,389) 306
-------- -------- --------
23,231 37,490 18,431
-------- -------- --------
Investing Activities:
Deposits on broadcast stations to be acquired................................................ (7,500) -- --
Purchases of:
Broadcast stations......................................................................... (50,598) (16,000) --
Real estate, property and equipment........................................................ (11,857) (7,569) (5,967)
Sales of:
Broadcast stations......................................................................... -- 381,547 1,600
Entertainment businesses:
Cash proceeds received................................................................... -- 5,000 --
Cash expenses related to sale............................................................ (22) (813) (6,021)
Investments and other subsidiaries......................................................... -- 2,841 --
Other........................................................................................ (378) 204 (1,131)
-------- -------- --------
(70,355) 365,210 (11,519)
-------- -------- --------
Financing Activities:
Retirements and refinancing of long-term debt................................................ (3,500) (505,824) (370,150)
Additional long-term borrowings.............................................................. 13,500 195,350 355,339
Financing costs.............................................................................. -- -- (13,549)
Common shares repurchased.................................................................... (5,168) (51,054) --
Cash dividends paid on common stock.......................................................... (667) -- --
Proceeds from the sale of common stock....................................................... -- -- 1,161
Other........................................................................................ 273 297 --
-------- -------- --------
4,438 (361,231) (27,199)
-------- -------- --------
Net Increase (Decrease) in Cash and Short-Term Investments..................................... (42,686) 41,469 (20,287)
Cash and short-term investments at beginning of period......................................... 46,258 4,789 25,076
-------- -------- --------
Cash and short-term investments at end of period............................................... $ 3,572 $ 46,258 $ 4,789
- --------------------------------------------------
======== ======== ========
</TABLE>
See notes to financial statements.
F-20
<PAGE>
CITICASTERS INC. AND SUBSIDIARIES
SUPPLEMENTARY SCHEDULE TO THE STATEMENT OF CASH FLOWS--REORGANIZATION ITEMS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER
31, 1993
PREDECESSOR
<S> <C>
Effects of Reorganization Activities:
Cash Items:
Operating activities:
Professional fees and other expenses related to bankruptcy
proceedings and consummation of the reorganization.......... $ (10,633)
==========
Financing activities:
Long-term debt issued for cash............................... $ 6,339
Common stock issued for cash................................. 1,161
----------
$ 7,500
==========
Non Cash Items:
Increase in long-term debt (primarily reduction in original
issue discount)............................................... $ 25,967
Net adjustment of accounts to fair value....................... (15,961)
Decrease in liabilities subject to exchange.................... (40,423)
Increase in accrued liabilities (professional fees and other
expenses related to consummation of the reorganization)....... 1,438
Decrease in long-term debt through the issuance of common
stock......................................................... (221,541)
Elimination of minority interest (preferred stock of
subsidiary) through the issuance of common stock.............. (274,932)
Common stock issued in reorganization.......................... 134,762
----------
$(390,690)
==========
</TABLE>
See notes to financial statements.
F-21
<PAGE>
CITICASTERS INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
A. ACCOUNTING POLICIES
Organization. Citicasters is engaged in the ownership and operation of radio
and television stations and derives substantially all of its revenue from the
sale of advertising time. The amount of broadcast advertising time available
for sale by Citicasters' stations is relatively fixed, and by its nature
cannot be stockpiled for later sale. Therefore, the primary variables
affecting revenue levels are the demand for advertising time, the viewing or
listening audience of the station and the entry of new stations in the
marketplace. The major variable costs of operation are programming (news,
sports and entertainment), sales costs related to revenues and promotional
costs. The success of the programming determines the audience levels and
therefore affects revenue.
Basis of Presentation. The accompanying financial statements include the
accounts of Citicasters Inc. and its subsidiaries. For purposes of the
financial statements and notes hereto the term "Predecessor" refers to Great
American Communications Company and its subsidiaries prior to emergence from
chapter 11 bankruptcy. Significant intercompany balances and transactions have
been eliminated.
On December 28, 1993, the Predecessor completed its comprehensive financial
restructuring through a prepackaged plan of reorganization under chapter 11 of
the Bankruptcy Code (see Note B for a description of the reorganization).
Pursuant to the reporting principles of AICPA Statement of Position No. 90-7
entitled "Financial Reporting by Entities in Reorganization under the
Bankruptcy Code" ("SOP 90-7"), Predecessor adjusted its assets and liabilities
to their estimated fair values upon consummation of the reorganization. The
adjustments to reflect the consummation of the reorganization as of December
31, 1993, including among other things, the gain on debt discharge and the
adjustment to record assets and liabilities at their fair values, have been
reflected in the accompanying financial statements. The Statements of
Operations, Changes in Shareholders' Equity and Cash Flows for the year ended
December 31, 1993 is presented on a historical cost basis without giving
effect to the reorganization. Therefore, the Statements of Operations, Changes
in Shareholders' Equity and Cash Flows for periods after December 31, 1993 are
generally not comparable to prior periods and are separated by a line (see
Note B).
All acquisitions have been treated as purchases. The accounts and results of
operations of companies since their formation or acquisition are included in
the consolidated financial statements.
American Financial Group, Inc. and its Subsidiaries ("American Financial")
owned 7,566,889 shares (37.8%) of Citicasters' outstanding Common Stock at
March 1, 1996. At that date, American Financial's Chairman, Carl H. Lindner,
owned an additional 3,428,166 shares (17.1%) of Citicasters' outstanding
Common Stock.
Use of Estimates. The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Changes in circumstances could cause actual
results to differ materially from those estimates.
Broadcast Program Rights. The rights to broadcast non-network programs on
Citicasters' television stations are stated at cost, less accumulated
amortization. These costs are charged to operations on a straight-line basis
over the contract period or on a per showing basis, whichever results in the
greater aggregate amortization.
Property and Equipment. Property and equipment are based on cost and
depreciation is calculated primarily using the straight-line method.
Depreciable lives are: land improvements, 8-20 years; buildings and
improvements, 8-40 years; operating and other equipment, 3-20 years; and
leasehold improvements, over the life of the lease.
F-22
<PAGE>
CITICASTERS INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Contracts, Broadcasting Licenses and Other Intangibles. Contracts,
broadcasting licenses and other intangibles represent the excess of the value
of the broadcast station over the values of their net tangible assets, and is
attributable to FCC licenses, network affiliation agreements and other
contractual or market related factors. Reorganization value in excess of
amounts allocable to identifiable assets represents the excess of the
estimated fair value of Citicasters at the time of the reorganization over the
estimated fair value allocated to its net identifiable assets. Intangible
assets are being amortized on a straight-line basis over an average of 34
years. On an ongoing basis, Citicasters reviews the carrying value of its
intangible assets. If this review indicates that intangible assets will not be
recoverable, as determined based on undiscounted cash flows of broadcast
stations over the remaining amortization period, Citicasters' carrying value
of intangible assets are reduced by the amount of the estimated shortfall of
cash flows.
Income Taxes. Citicasters files a consolidated Federal income tax return
which includes all 80% or more owned subsidiaries. Deferred income tax assets
and liabilities are determined based on differences between financial
reporting and tax bases and are measured using enacted tax rates. Deferred tax
assets are recognized if it is more likely than not that a benefit will be
realized.
Earnings Per Share. Primary and fully diluted earnings per share in 1995 and
1994 are based upon the weighted average number of common shares and gives
effect to common equivalent shares (dilutive options) outstanding during the
respective periods. As a result of the effects of the reorganization, per
share data for the year ended December 31, 1993 has been rendered meaningless
and, therefore, per share information for this period has been omitted from
the accompanying financial statements.
Stock Based Compensation. The Company grants stock options for a fixed
number of shares to employees with an exercise price equal to the fair value
of the shares at the date of grant. The Company accounts for stock option
grants in accordance with APB Opinion No. 25, Accounting for Stock Issued to
Employees, and, accordingly, recognizes no compensation expense for the stock
option grants.
Statement of Cash Flows. For cash flow purposes, "investing activities" are
defined as making and collecting loans and acquiring and disposing of debt or
equity instruments and property and equipment. "Financing activities" include
obtaining resources from owners and providing them with a return on their
investments, borrowing money and repaying amounts borrowed. All other
activities are considered "operating." Short-term investments for purposes of
the financial statements are those which had a maturity of three months or
less when acquired.
B. REORGANIZATION
On December 28, 1993, Citicasters completed its comprehensive financial
restructuring that was designed to enhance its long-term viability by
adjusting its capitalization to reflect current and projected operating
performance levels. The Predecessor accomplished the reorganization of its
debt and preferred stock obligations through "prepackaged" bankruptcy filings
made under chapter 11 of the Bankruptcy Code by the Predecessor and two of its
former non-operating subsidiaries. The Predecessor's primary operating
subsidiary, Great American Television and Radio Company, Inc., was not a party
to any such filings under the Bankruptcy Code.
Acceptances for a prepackaged plan of reorganization were solicited in
October and early November 1993. The plan of reorganization described below
was overwhelmingly approved by the creditors and shareholders. The Predecessor
filed its bankruptcy petition with the Bankruptcy Court on November 5, 1993.
The plan was confirmed on December 7, 1993 and became effective on December
28, 1993. Under the terms of the plan the following occurred:
. Predecessor effected a reverse stock split; issuing 2.25 shares of a new
class of common stock for each 300 shares of common stock outstanding
prior to the reorganization.
F-23
<PAGE>
CITICASTERS INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
. Debt with a carrying value of $634.8 million was exchanged for 23,256,913
shares of common stock and $426.6 million in debt.
. Preferred stock of a subsidiary was exchanged for 1,515,499 shares of
common stock.
. American Financial fulfilled a commitment to contribute $7.5 million in
cash for which it received approximately $6.3 million principal amount of
14% Notes and 213,383 shares of common stock.
The net expense incurred as a result of the chapter 11 filings and
subsequent reorganization has been segregated from ordinary operations in the
Statement of Operations. Reorganization items for 1993 include the following
(in thousands):
<TABLE>
<S> <C>
Financing costs................................................. $ 25,967
Adjustments to fair value....................................... (15,961)
Professional fees and other expenses related to bankruptcy...... 4,914
Interest income................................................. (48)
--------
$ 14,872
========
</TABLE>
Financing costs consist of the unamortized portion of original issue
discount and deferred financing costs relating to debt subject to exchange as
of the date the petition for bankruptcy was filed (November 5, 1993).
Adjustments to fair value reflect the net change to state assets and
liabilities at estimated fair value as of December 31, 1993. Interest income
is attributable to the accumulation of cash and short-term investments after
commencement of the chapter 11 cases.
Pursuant to the fresh-start reporting provisions of SOP 90-7, the
Predecessor's assets and liabilities were revalued and a new reporting entity
was created with no retained earnings or accumulated deficit as of the
effective date. The period from the effective date to December 31, 1993 was
considered immaterial thus, December 31, 1993 was used as the effective date
for recording the fresh-start adjustments. Predecessor's results of operations
for the period from the effective date of the restructuring to December 31,
1993 have been reflected in the Statement of Operations for the year ended
December 31, 1993.
The reorganization values of the assets and liabilities were determined
based upon several factors including: prices and multiples of broadcast cash
flow (operating income before depreciation and amortization) paid in purchase
and business combination transactions, projected operating results of the
broadcast stations, market values of publicly traded broadcast companies,
economic and industry information and the reorganized capital structure. The
foregoing factors resulted in a range of reorganization values between $75 and
$200 million. Based upon an analysis of all of this data, management
determined that the reorganization value of the company would be $138.6
million.
The gain on debt discharge is summarized as follows (in thousands):
<TABLE>
<S> <C>
Carrying value of debt securities subject to exchange, including
accrued interest................................................... $ 318,447
Carrying value of preferred stock of subsidiary, including accrued
dividends.......................................................... 309,608
Aggregate principal amount of 14% Senior Extendable Notes issued in
exchanges, including accrued interest since June 30, 1993.......... (71,236)
Aggregate value of common stock issued in exchanges................. (134,762)
Expenses attributable to consummation of the reorganization......... (7,573)
---------
Total gain on debt discharge (See Note J)........................... $ 414,484
=========
</TABLE>
F-24
<PAGE>
CITICASTERS INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
C. ACQUISITIONS AND DISPOSITIONS
During June 1995, Citicasters acquired its second FM station in Portland
(KKCW) for $30 million. During August 1995, Citicasters acquired a second FM
radio station in Tampa (WTBT) for $5.5 million. The purchase price for WTBT-FM
could increase to $8 million depending on the satisfaction of certain
conditions. Citicasters began operating WTBT-FM during March 1995. In December
1995, the Company began operating WHOK-FM, WLLD-FM and WLOH-AM in Columbus
under a local marketing agreement and acquired the stations in January 1996
for $24 million.
During 1994, Citicasters sold one AM and three FM radio stations and
acquired or commenced the operation of two FM radio stations. The following
table sets forth certain information regarding these radio station
transactions:
<TABLE>
<CAPTION>
DATE OPERATIONS DATE OF ACQUISITION PRICE/
COMMENCED/CEASED CLOSING SALES PRICE
<S> <C> <C> <C>
Acquisitions:
Sacramento (KRXQ-FM).. January 1, 1994 May 27, 1994 $ 16 million
Cincinnati (WWNK-FM).. April 25, 1994 April 21, 1995 $ 15 million
Dispositions:
Detroit (WRIF-FM)..... January 23, 1994 September 23, 1994 $11.5 million
Milwaukee (WLZR-
FM&AM)............... April 14, 1994 April 14, 1994 $ 7 million
Denver (KBPI-FM)...... April 19, 1994 August 5, 1994 $ 8 million
</TABLE>
In the aggregate, the purchases and sales of radio stations completed in
1994 and 1995 did not have a material effect on Citicasters' results. No gain
or loss was recognized on the radio stations sold during 1994, because those
stations were valued at their respective sales price under the fresh-start
reporting provision of SOP 90-7.
During September and October 1994, Citicasters sold four of its network
affiliated television stations to entities affiliated with New World
Communications Group Incorporated ("New World"). The stations sold included
KSAZ in Phoenix, WDAF in Kansas City, WBRC in Birmingham and WGHP in
Greensboro/Highpoint. Citicasters received $355.5 million in cash and a
warrant to purchase, for five years, 5,000,000 shares of New World Common
Stock at $15 per share. The warrant was valued at $10 million and is included
in the balance sheet caption "Deferred charges and other assets." Citicasters
recorded a pretax gain of $95.3 million ($50.1 million after tax) on these
sales. Proceeds from the sales were used to retire long-term debt and to
repurchase shares of the Company's Common Stock. During 1995, the terms of the
warrant were amended to modify the registration rights relating to the
underlying shares. In consideration for such modification, the exercise price
was increased from $15 to $16 per share.
The following unaudited proforma financial information is based on the
historical financial statements of Citicasters, adjusted to reflect the
television station sales, retirement of long-term debt, the effects of the
December 1993 reorganization and the February 1994 refinancing of subordinated
debt (in thousands except per share data).
<TABLE>
<S> <C> <C>
Net revenues............................................ $128,375 $119,597
======== ========
Operating income........................................ $ 30,624 $ 20,142
======== ========
Net earnings............................................ $ 11,582 $ 4,244
======== ========
Net earnings per share.................................. $ .47 $ .16
======== ========
</TABLE>
F-25
<PAGE>
CITICASTERS INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
D. PROPERTY AND EQUIPMENT
Property and equipment at December 31, consisted of the following (in
thousands):
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Land and land improvements............................. $ 5,883 $ 5,305
Buildings and improvements............................. 15,458 10,710
Operating and other equipment.......................... 22,771 13,873
-------- -------
44,112 29,888
Accumulated depreciation............................... (10,234) (4,805)
-------- -------
$ 33,878 $25,083
======== =======
</TABLE>
Pursuant to the fresh-start reporting principles of SOP 90-7, the carrying
value of property and equipment was adjusted to estimated fair value as of the
effective date of the reorganization, which included the restarting of
accumulated depreciation. Depreciation expense relating to property and
equipment was $5.4 million in 1995; $8.7 million in 1994; and $11.6 million in
1993.
E. CONTRACTS, BROADCASTING LICENSES AND OTHER INTANGIBLES
Contracts, broadcasting licenses and other intangibles at December 31,
consisted of the following (in thousands):
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Licenses, network affiliation agreements and other
market related intangibles......................... $322,749 $275,629
Reorganization value in excess of amounts allocable
to identifiable assets............................. 7,998 7,998
-------- --------
330,747 283,627
Accumulated amortization............................ (17,956) (8,932)
-------- --------
$312,791 $274,695
======== ========
</TABLE>
Citicasters' carrying value of its broadcasting assets was adjusted to
estimated fair value as of the effective date of the reorganization pursuant
to the reporting principles of SOP 90-7. This adjustment included, among other
things, the restarting of accumulated amortization related to intangibles.
Amortization expense relating to contracts, broadcasting licenses and other
intangibles was $9.3 million in 1995; $14.2 million in 1994; and $16.5 million
in 1993.
F. LONG-TERM DEBT
Long-term debt at December 31, consisted of the following (in thousands):
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Citicasters:
9 3/4% Senior Subordinated Notes due February 2004,
less unamortized discount of $2,519 and $2,709
(imputed interest rate 10.13%)...................... $122,481 $122,291
Subsidiaries:
Bank credit facility................................. 10,000 --
-------- --------
Total long-term debt............................... $132,481 $122,291
======== ========
</TABLE>
F-26
<PAGE>
CITICASTERS INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
At December 31, 1995, the only sinking fund or other scheduled principal
payments due during the next five years is $10 million, due in 1998.
Cash interest payments were $12.9 million in 1995; $27.1 million in 1994;
and $45.1 million in 1993.
In February 1994, Citicasters refinanced its 14% Notes and the 13% Senior
Subordinated Notes due 2001 through the issuance of $200 million principal
amount of 9 3/4% Senior Subordinated Notes due 2004 ("9 3/4% Notes"). The 9
3/4% Notes were issued at a discount; the net proceeds were $195.4 million. No
gain or loss was recognized on these transactions. A portion of the proceeds
from the sale of the four television stations ($305 million) was used to
retire long-term debt including $75 million principal amount of the 9 3/4%
Notes.
In October 1994, Citicasters entered into a bank credit agreement with a
group of banks providing two revolving credit facilities: a $125 million
facility to fund future acquisitions and a $25 million working capital
facility. The acquisition facility is available through December 31, 2001. The
maximum amount available under this facility will be reduced by $7.5 million
per quarter beginning in the first quarter of 1998. The working capital
facility is available through December 31, 1997. Citicasters is required to
use excess cash flow to reduce amounts outstanding under the facilities if
leverage ratios exceed certain levels.
The interest rate under the facilities varies depending on Citicasters'
leverage ratio. In the case of the base rate option, the rate ranges from the
base rate to the base rate plus .75%. In the case of the eurodollar rate
option, the rate ranges from 1% to 2% over the eurodollar rate. The bank
credit facilities are secured by substantially all the assets of Citicasters.
As of March 1, 1996, Citicasters had $26 million outstanding under the
acquisition facility.
Citicasters' 9 3/4% Notes require a prepayment of the 9 3/4% Notes in the
event of certain changes in the control of Citicasters and further require the
proceeds from certain asset sales to be used to partially redeem 9 3/4% Notes.
At December 31, 1995 the market of the 9 3/4% Notes exceeded carrying value
by approximately $1.5 million.
G. SHAREHOLDERS' EQUITY
Citicasters is authorized to issue 500 million shares of Class A Common
Stock, $.01 par value, 125 million shares of Class B Common Stock, $.01 par
value and 9.5 million shares of Serial Preferred Stock, $.01 par value. The
preferred stock may have such preferences and other rights and limitations as
the Board of Directors may designate with respect to each series.
During 1995 and 1994, Citicasters acquired 254,760 and 2,354,475 shares of
its common stock from several unaffiliated institutions for $5.2 million and
$51.1 million, respectively. Under the most restrictive provision of
Citicasters' debt covenants, Citicasters may acquire an additional $8.7
million of its common stock.
During 1995, Citicasters' Board of Directors twice declared three-for-two
stock splits of its outstanding common stock. All share and per share data
have been restated to reflect both stock splits.
The Company's debt instruments contain certain covenants which limit the
amount of dividends which Citicasters is able to pay on its common stock.
Under the most restrictive provision of Citicasters' debt
F-27
<PAGE>
CITICASTERS INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
covenants, dividends are limited to a maximum of $2.5 million annually.
Citicasters paid a dividend of $.03 per common share in 1995. Under the merger
agreement with Jacor (see Note M), Citicasters will not be permitted to pay
dividends without the prior consent of Jacor.
Changes in the number of shares of common stock are shown in the following
table:
<TABLE>
<S> <C>
Predecessor:
Outstanding at January 1, 1993............................. 56,729,434
Effect of reverse stock split in restructuring............. (56,303,963)
Issued in restructuring for exchanges of securities........ 24,772,412
Issued for cash............................................ 213,383
Citicasters:
Stock bonuses awarded to employees......................... 52,425
-----------
Outstanding at December 31, 1993........................... 25,463,691
Stock bonuses awarded to employees......................... 37,125
Stock repurchased and retired.............................. (5,297,569)
-----------
Outstanding at December 31, 1994........................... 20,203,247
Exercise of stock option................................... 29,812
Stock repurchased and retired.............................. (256,132)
-----------
Outstanding at December 31, 1995........................... 19,976,927
===========
</TABLE>
Following the consummation of the reorganization, the Board of Directors
established the 1993 Stock Option Plan. The Plan provides for granting both
non-qualified and incentive stock options to key employees. There are
1,800,000 common shares reserved for issuance under the 1993 Plan. During
1994, the Board of Directors established the 1994 Directors Stock Option Plan.
The Plan provides for the granting of options to non-employee directors of
Citicasters. There are 450,000 common shares reserved for issuance under the
1994 Plan. Options under both plans become exercisable at the rate of 20% per
year commencing one year after grant and expire at the earlier of 10 years
from the date of grant, three months after termination of employment or
retirement as a director, or one year after the death or disability of the
holder.
Stock option data for Citicasters' stock option plans are as follows:
<TABLE>
<CAPTION>
1995 1994
------------------------ -----------------------
OPTION PRICE OPTION PRICE
SHARES PER SHARE SHARES PER SHARE
<S> <C> <C> <C> <C>
Outstanding, beginning of
period....................... 1,614,375 $6.67-$ 10.33 1,307,250 $ 6.67
Granted....................... 57,500 $18.00-$25.50 498,375 $9.77-$10.33
Exercised..................... (29,812) $ 6.67 -- --
Terminated.................... -- -- (191,250) $ 6.67
--------- ------------- --------- ------------
Outstanding, December 31...... 1,642,063 $6.67-$ 25.50 1,614,375 $6.67-$10.33
========= ============= ========= ============
Exercisable, December 31...... 516,263 $6.67-$ 10.33 223,200 $ 6.67
========= ============= ========= ============
Available for grant December
31........................... 607,937 635,625
========= =========
</TABLE>
F-28
<PAGE>
CITICASTERS INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
H. INCOME TAXES
Deferred income taxes reflect the impact of temporary differences between
the carrying amounts of assets and liabilities recognized for financial
reporting purposes and the amounts recognized for income tax purposes.
Significant components of Citicasters' deferred tax assets and liability as of
December 31, are as follows (in thousands):
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Deferred tax assets:
Accrued expenses and other............................ $ 8,409 $ 8,190
Deferred tax liability:
Book over tax basis of depreciable assets............... 53,231 52,676
------- -------
Net deferred tax liability.............................. $44,822 $44,486
======= =======
</TABLE>
The following is a reconciliation of Federal income taxes at the "statutory"
rate of 35% in 1995, 1994, and 1993 and as shown in the Statement of
Operations (in thousands):
<TABLE>
<CAPTION>
PREDECESSOR
1995 1994 1993
<S> <C> <C> <C>
Earnings (loss) from continuing operations before
income taxes..................................... $23,317 $116,606 $ (66,796)
Extraordinary items............................... -- -- 408,140
------- -------- ---------
Adjusted earnings before income taxes............. $23,317 $116,606 $ 341,344
======= ======== =========
Income taxes at the statutory rate................ $ 8,161 $ 40,812 $ 119,470
Effect of:
Book basis over tax basis of stations sold...... -- 8,472 --
Goodwill........................................ 74 599 (630)
Minority interest............................... -- -- 9,372
Certain reorganization items.................... -- -- (127,606)
State taxes net of Federal income tax benefit... 650 3,575 --
Other........................................... 115 42 (606)
------- -------- ---------
Income taxes as shown in the Statement of
Operations..................................... $ 9,000 $ 53,500 $ --
======= ======== =========
</TABLE>
Income tax provision as applied to continuing operations consists of (in
thousands):
<TABLE>
<CAPTION>
PREDECESSOR
1995 1994 1993
<S> <C> <C> <C>
Current taxes.................................. $7,300 $42,800 $--
Deferred taxes................................. 700 5,200 --
State taxes.................................... 1,000 5,500 --
------ ------- ----
$9,000 $53,500 $--
====== ======= ====
</TABLE>
Federal income taxes of $8.4 million and $7 million were paid in cash during
1995 and 1994, respectively.
I. DISCONTINUED OPERATIONS
During 1994, Citicasters received an additional $5 million related to the
1991 sale of its entertainment businesses. The after-tax proceeds were
credited to reorganization intangibles. A final distribution is scheduled to
occur in December 1996. It is not possible to quantify the amount of the
distribution Citicasters will receive at that time.
J. EXTRAORDINARY ITEMS
Predecessor's extraordinary items in 1993 consisted of a loss of $6.3
million from the retirement of debt prior to the reorganization and a gain of
$414.5 million on debt discharge in the reorganization.
F-29
<PAGE>
CITICASTERS INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(CONCLUDED)
K. PENDING LEGAL PROCEEDINGS
Management, after review and consultation with counsel, considers that any
liability from litigation pending against Citicasters and any of its
subsidiaries would not materially affect the consolidated financial position
or results of operations of Citicasters and its subsidiaries.
L. ADDITIONAL INFORMATION
Quarterly Operating Results (Unaudited)--The following are quarterly results
of consolidated operations for 1995 and 1994 (in thousands except per share
data).
<TABLE>
<CAPTION>
1ST 2ND 3RD 4TH
QUARTER QUARTER QUARTER QUARTER TOTAL
<S> <C> <C> <C> <C> <C>
1995
Net revenues....................... $29,045 $36,886 $34,126 $36,357 $136,414
Operating income................... 4,724 11,588 8,910 11,325 36,547
Net earnings....................... 1,278 5,242 3,282 4,515 14,317
*Net earnings per share............. $ .06 $ .25 $ .15 $ .21 $ .68
1994
Net revenues....................... $48,449 $60,423 $50,908 $37,263 $197,043
Operating income................... 7,193 18,321 13,386 12,683 51,583
Net earnings (loss)................ (1,752) 5,161 44,851 14,846 63,106
Net earnings (loss) per share...... $ (.07) $ .20 $ 1.75 $ .67 $ 2.55
</TABLE>
- ---------------------
*The sum of the quarterly earnings per share does not equal the earnings
per share computed on a year-to-date basis due to rounding.
Citicasters' financial results are seasonal. Revenues are higher in the
second and fourth quarter and lower in the first and third quarter; the first
quarter is the lowest of the year.
During the third and fourth quarters of 1994, Citicasters recorded net
earnings of $41.7 million and $8.4 million respectively, attributable to the
sale of the four television stations.
Included in selling, general and administrative expenses in 1995, 1994 and
1993 are charges of $5.8 million, $7.2 million and $6.6 million, respectively,
for advertising and charges of $1.3 million, $2.2 million and $2.4 million,
respectively, for repairs and maintenance.
M. SUBSEQUENT EVENT
On February 12, 1996, Citicasters and Jacor Communications, Inc. entered
into a merger agreement by which Jacor will acquire Citicasters. Under the
agreement, for each share of Citicasters' stock, Jacor will pay cash of $29.50
plus a five-year warrant to purchase approximately .2 shares of Jacor common
stock at $28 per share. If the closing occurs after September 1996 the
exercise price of the warrant would be reduced to $26 per share and the per
share cash price would increase at the rate of $.2215 per month. American
Financial and certain of its affiliates have agreed to execute irrevocable
consents in favor of the Jacor transaction on March 13, 1996. The closing of
the transaction is conditioned on, among other things, receipt of FCC and
other regulatory approvals. Upon consummation of the merger, holders of the 9
3/4% Notes have the right to put their notes to the Company at 101% of
principal.
F-30
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
Noble Broadcast Group, Inc.
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, of changes in stockholders' deficit and
of cash flows present fairly, in all material respects, the financial position
of Noble Broadcast Group, Inc. and its subsidiaries at December 31, 1995 and
December 25, 1994, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.
As discussed in Note 2 to the consolidated financial statements, in February
1996 the Company entered into an agreement to be purchased by Jacor
Communications, Inc.
PRICE WATERHOUSE LLP
San Diego, California
March 21, 1996
F-31
<PAGE>
NOBLE BROADCAST GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 25,
1995 1994
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents....................... $ 447,000 $ 2,134,000
Accounts receivable, less allowance for doubtful
accounts of $455,000 and $515,000.............. 9,094,000 12,401,000
Prepaid expenses and other...................... 2,290,000 2,084,000
------------ -------------
Total current assets.......................... 11,831,000 16,619,000
Property, plant and equipment, net................ 9,333,000 7,623,000
Intangible assets, less accumulated amortization
of $25,734,000 and $33,718,000................... 50,730,000 89,849,000
Other assets...................................... 5,333,000 1,932,000
------------ -------------
$ 77,227,000 $ 116,023,000
============ =============
<CAPTION>
LIABILITIES AND STOCKHOLDERS' DEFICIT
<S> <C> <C>
Current liabilities:
Accounts payable................................ $ 2,867,000 $ 3,537,000
Accrued interest................................ 1,674,000 6,477,000
Accrued payroll and related expenses............ 1,077,000 1,720,000
Other accrued liabilities....................... 3,081,000 4,364,000
Current portion of long-term debt............... 3,611,000 167,209,000
Unamortized carrying value of subordinated debt. 19,445,000
------------ -------------
Total current liabilities..................... 12,310,000 202,752,000
Long-term debt, less current portion.............. 78,000,000 232,000
Deferred income taxes............................. 8,568,000
Other long-term liabilities....................... 640,000 683,000
------------ -------------
Total liabilities................................. 99,518,000 203,667,000
------------ -------------
Mandatorily redeemable Class A-1 common stock,
$.01 par value; 1,580,285 shares authorized;
249,931 shares issued and outstanding in 1994.... 35,066,000
------------ -------------
Stockholders' deficit:
Class A common stock, $.000001 par value;
1,569,514 shares authorized, 49,904 shares
issued and outstanding in 1995................. -- --
Class B common stock, $.000001 par value and
$.01 par value in 1995 and 1994, respectively;
254,018 and 2,293,235 shares authorized in 1995
and 1994, respectively; 254,018 shares issued
and outstanding................................ -- 3,000
Paid-in capital................................. 44,231,000 662,000
Accumulated deficit............................. (66,522,000) (123,375,000)
------------ -------------
Total stockholders' deficit................... (22,291,000) (122,710,000)
Commitments (Note 11)
------------ -------------
$ 77,227,000 $ 116,023,000
============ =============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-32
<PAGE>
NOBLE BROADCAST GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
--------------------------------------
DECEMBER DECEMBER 25, DECEMBER
31, 1995 1994 26, 1993
<S> <C> <C> <C>
Broadcast revenue..................... $47,061,000 $ 56,154,000 $53,860,000
Less agency commissions............... (5,159,000) (6,552,000) (6,351,000)
----------- ------------ -----------
Net revenue......................... 41,902,000 49,602,000 47,509,000
----------- ------------ -----------
Expenses:
Broadcast operating expenses........ 31,445,000 37,892,000 36,944,000
Corporate general and
administrative..................... 2,285,000 2,621,000 2,702,000
Depreciation and amortization....... 4,107,000 6,311,000 6,916,000
Write-down of intangibles and other
assets............................. 7,804,000
----------- ------------ -----------
37,837,000 54,628,000 46,562,000
----------- ------------ -----------
Income (loss) from operations......... 4,065,000 (5,026,000) 947,000
Interest expense...................... (9,913,000) (10,976,000) (7,602,000)
Net gain on sale of radio stations.... 2,619,000 7,909,000
----------- ------------ -----------
Income (loss) before provision for
income taxes, extraordinary gain and
cumulative effect of change in
accounting principle................. (3,229,000) (16,002,000) 1,254,000
Provision for income taxes............ (63,000) (36,000) (378,000)
----------- ------------ -----------
Income (loss) before extraordinary
gain and cumulative effect of change
in accounting principle.............. (3,292,000) (16,038,000) 876,000
Extraordinary gain on forgiveness of
debt, net of income taxes............ 60,145,000 12,222,000
----------- ------------ -----------
Income (loss) before cumulative effect
of change in accounting principle.... 56,853,000 (16,038,000) 13,098,000
Cumulative effect of change in
accounting principle................. 354,000
----------- ------------ -----------
Net income (loss)..................... $56,853,000 $(16,038,000) $13,452,000
=========== ============ ===========
Primary earnings (loss) per share:
Before extraordinary item and
cumulative effect of change in
accounting principle............... $ (1.59) $ (31.82) $ 2.21
Extraordinary item.................. 48.66 9.35
Cumulative effect of change in
accounting principle............... .27
----------- ------------ -----------
Total............................. $ 47.07 $ (31.82) $ 11.83
=========== ============ ===========
Fully diluted earnings (loss) per
share:
Before extraordinary item and
cumulative effect of change in
accounting principle............... $ (1.61) $ (31.82) $ 2.21
Extraordinary item.................. 48.66 9.35
Cumulative effect of change in
accounting principle............... .27
----------- ------------ -----------
Total............................. $ 47.05 $ (31.82) $ 11.83
=========== ============ ===========
Common equivalent shares:
Primary............................. 1,236,098 503,949 1,307,541
Fully diluted....................... 1,236,098 503,949 1,307,541
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-33
<PAGE>
NOBLE BROADCAST GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>
CLASS A COMMON STOCK CLASS B COMMON STOCK
-------------------- -------------------- PAID-IN ACCUMULATED
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 27,
1992................... 254,018 $ 3,000 $ 662,000 $(120,789,000) $(120,124,000)
Net income............. 13,452,000 13,452,000
---------- --------- ---------- ---------- ----------- ------------- -------------
Balance at December 26,
1993................... 254,018 3,000 662,000 (107,337,000) (106,672,000)
Net loss............... (16,038,000) (16,038,000)
---------- --------- ---------- ---------- ----------- ------------- -------------
Balance at December 25,
1994................... 254,018 3,000 662,000 (123,375,000) (122,710,000)
Cancellation of Class
A-1 Mandatorily
Redeemable Common
Stock................. 26,562,000 26,562,000
Exchange of Class A-1
Mandatorily Redeemable
Common Stock.......... 49,904 -- 8,504,000 8,504,000
Change in par value of
Class B Common Stock
from $.01 per share to
$.000001 per share.... (3,000) 3,000
Issuance of warrant to
purchase common stock. 8,500,000 8,500,000
Net income............. 56,853,000 56,853,000
---------- --------- ---------- ---------- ----------- ------------- -------------
Balance at December 31,
1995................... 49,904 $ -- 254,018 $ -- $44,231,000 $ (66,522,000) $ (22,291,000)
========== ========= ========== ========== =========== ============= =============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-34
<PAGE>
NOBLE BROADCAST GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
-----------------------------------------
DECEMBER 31, DECEMBER 25, DECEMBER 26,
1995 1994 1993
<S> <C> <C> <C>
Cash flows from operating
activities:
Net income (loss)................. $ 56,853,000 $(16,038,000) $ 13,452,000
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities:
Cumulative effect of change in
accounting principle........... (354,000)
Interest expense added to long-
term debt...................... 3,631,000 2,465,000 2,309,000
Depreciation and amortization... 4,499,000 4,999,000 5,848,000
Net (revenue) expense on barter
transactions................... (210,000) (288,000) 81,000
(Gain) loss on disposition of
assets......................... (2,287,000) 138,000 (7,930,000)
Extraordinary gain on
forgiveness of debt............ (60,145,000) (12,222,000)
Write-down of intangibles and
other assets................... 9,297,000
Changes in assets and
liabilities, net of effects of
acquisitions:
Accounts receivable........... 3,698,000 (2,367,000) (1,318,000)
Prepaid expenses and other.... 4,000 (14,000) 233,000
Other assets.................. (224,000) 732,000 (610,000)
Accounts payable.............. (670,000) 1,360,000 679,000
Accrued interest.............. (1,674,000) 2,070,000 (223,000)
Other accrued liabilities..... (1,926,000) 924,000 (888,000)
Other long-term liabilities... (43,000) (107,000) 2,643,000
------------- ------------ ------------
Net cash provided by (used
in) operating activities... 1,506,000 3,171,000 1,700,000
------------- ------------ ------------
Cash flows from investing
activities:
Proceeds from disposition of
assets........................... 47,650,000 6,000 35,002,000
Acquisition of property, plant and
equipment........................ (2,851,000) (1,124,000) (3,009,000)
Acquisition of radio stations..... (6,834,000)
------------- ------------ ------------
Net cash flows provided by
(used in) investing
activities................. 37,965,000 (1,118,000) 31,993,000
------------- ------------ ------------
Cash flows from financing
activities:
Payments on long-term debt........ (126,450,000) (2,534,000) (34,036,000)
Borrowings........................ 90,500,000
Payments related to financing
costs............................ (5,208,000)
------------- ------------ ------------
Net cash used in financing
activities................. (41,158,000) (2,534,000) (34,036,000)
------------- ------------ ------------
Net decrease in cash and cash
equivalents........................ (1,687,000) (481,000) (343,000)
Cash and cash equivalents at
beginning of period................. 2,134,000 2,615,000 2,958,000
------------- ------------ ------------
Cash and cash equivalents at end of
period............................. $ 447,000 $ 2,134,000 $ 2,615,000
============= ============ ============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-35
<PAGE>
NOBLE BROADCAST GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1--THE COMPANY
Noble Broadcast Group, Inc. (the Company), a privately held Delaware
corporation, owned and operated the following radio stations during 1995:
WSSH-AM serving Boston, Massachusetts; KBEQ-FM and AM, serving Kansas City,
Missouri; KMJQ-FM and KYOK-AM serving Houston, Texas; KBCO-FM and AM and KHIH-
FM and KHOW-AM, serving Denver, Colorado; KMJM-FM, KNJZ-FM and KATZ-AM,
serving St. Louis, Missouri; WVKS-FM, WRVF-FM and WSPD-AM, serving Toledo,
Ohio. Four of these stations were sold and two stations were purchased during
1995 (Note 8). In addition, the Company also provided programming for and had
exclusive rights to sell advertising time on two radio stations located in
Baja California, Mexico, XETRA-FM and XETRA-AM, which primarily serve the
metropolitan San Diego area broadcasting as XTRA-FM and AM.
NOTE 2--SUBSEQUENT EVENT--SALE OF THE COMPANY
In February 1996, the Company entered into a Stock Purchase and Stock and
Warrant Redemption Agreement (the Agreement) whereby Jacor Communications,
Inc. (Jacor) agreed to purchase both the Company's outstanding Class B common
stock and a newly-issued warrant allowing Jacor to purchase the Company's
Class A common stock. This transaction is subject to Federal Communications
Commission approval and certain other conditions. Simultaneously, the Company
entered into an Asset Purchase Agreement and sold the assets of certain
subsidiaries of the Company to a wholly-owned subsidiary of Jacor and assigned
to this subsidiary its rights and obligations under certain contracts
including the Exclusive Sales Agency Agreement (Note 10). The aggregate value
of the above transactions, when fully consummated, is $152,000,000 plus
certain closing costs. At that time, Jacor will own 100% of the equity
interests in the Company. The Company also entered into time brokerage
agreements with Jacor for the stations in St. Louis and Toledo. The Company
received approximately $99,000,000 in February 1996 in conjunction with the
transactions.
In connection with this transaction, the Company entered into a Credit
Agreement with another wholly-owned subsidiary of Jacor providing for a
$40,000,000 Term Loan Facility, which was borrowed in full in February 1996,
and a $1,000,000 Revolving Loan Facility. The loans bear interest at the Prime
rate, payable quarterly. Both facilities are to be repaid on February 1, 2002
or upon occurrence of certain ownership changes, whichever occurs earlier.
The Company used the total proceeds received in February 1996 to repay the
outstanding indebtedness under the Senior Secured Term Loan, the Senior
Revolving Credit Facility and the Subordinated Notes, to redeem and retire the
warrant held by the subordinated debtholder, and to redeem and retire all of
the Company's Class A shares outstanding (Notes 5 and 6). In the event that
the transaction cannot be consummated, none of the proceeds previously paid to
the Class A stockholders or the warrant holders shall be returned. If the
transaction is terminated by the buyer, the Class B stockholders shall be
entitled to the balance of the amounts due under the Agreement; if terminated
by the Company, the buyer shall be entitled only to the amounts previously
paid to the Class B stockholders as well as certain other amounts.
NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. Significant intercompany balances and
transactions have been eliminated.
FINANCIAL STATEMENT PREPARATION
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 date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
F-36
<PAGE>
NOBLE BROADCAST GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
FISCAL YEAR
The Company's fiscal year ends on the last Sunday of December to coincide
with the standard broadcast year.
REVENUES
Revenues for commercial broadcasting advertisements are recognized when the
commercial is broadcast.
CASH AND CASH EQUIVALENTS
Cash equivalents are highly liquid investments (money market funds) with
original maturities of three months or less. Included in cash and cash
equivalents at December 25, 1994 is $1,600,000 of restricted cash. Restricted
cash of $1,500,000 was released to the Company on December 31, 1994 in
conjunction with its sale of KMJQ-FM and KYOK-AM (Note 8). The remaining
$100,000 of restricted cash was released to the Company in January 1995 in
conjunction with the sale of WSSH-AM (Note 8).
BARTER TRANSACTIONS
Revenue from barter transactions (advertising provided in exchange for goods
and services) is recognized as income when advertisements are broadcast, and
merchandise or services received are charged to expense when received or used.
If merchandise or services are received prior to the broadcast of the
advertising, a liability (deferred barter revenue) is recorded. If the
advertising is broadcast before the receipt of the goods or services, a
receivable is recorded.
CONCENTRATIONS OF CREDIT RISK
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of cash investments and
accounts receivable. The Company places its cash and temporary cash
investments in money market funds with high quality institutions.
Concentrations of credit risk with respect to accounts receivable are limited
due to the large number of customers comprising the Company's customer base
and their dispersion across many different geographic areas of the United
States.
EARNINGS (LOSS) PER COMMON SHARE
Primary earnings (loss) per common share are calculated on the basis of the
weighted average number of common shares outstanding plus (in periods in which
they have a dilutive effect) the effect of common equivalent shares arising
from Senior Subordinated Convertible Notes, using the if-converted method, and
the effect of warrants to purchase common stock using the treasury stock
method. The calculation of fully diluted earnings per common share also
includes the effect of the assumed conversion of Senior Subordinated
Convertible Notes and exercise of warrants to purchase common stock in periods
in which such conversion would cause dilution.
PROPERTY, PLANT AND EQUIPMENT
Purchases of property, plant and equipment, including additions and
improvements and expenditures for repairs and maintenance that significantly
add to productivity or extend the economic lives of the assets, are
capitalized at cost and depreciated on the straight-line basis over their
estimated useful lives as follows:
<TABLE>
<S> <C>
Technical and office equipment................................ 5-8 years
Buildings and building improvements........................... 10-30 years
Furniture and fixtures........................................ 10 years
Leasehold improvements........................................ 10 years
Land improvements............................................. 8 years
Automobiles................................................... 3 years
</TABLE>
F-37
<PAGE>
NOBLE BROADCAST GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Maintenance and repairs are expensed as incurred.
INTANGIBLE ASSETS
Intangible assets represents the aggregate excess purchase cost over the
fair market value of radio station net assets acquired. Intangible assets are
stated at the lower of cost or net realizable value and are being amortized
using the straight-line method over periods not exceeding 40 years. The
Company evaluates the realizability of intangible assets by comparing the
asset carrying amount to future anticipated undiscounted cash flows.
In 1994, the Company determined that intangibles related to its Houston
stations were impaired and, accordingly, it recorded a $7,450,000 loss (Note
8). Additionally, in 1994, the Company determined that $354,000 in other
assets would not be realized, and recorded a loss.
DEBT ISSUANCE COSTS
Debt issuance costs incurred in connection with executing long-term debt
agreements are amortized over the term of associated debt to interest expense.
FINANCIAL INSTRUMENTS
Interest rate swaps are entered into as a hedge against interest exposure of
variable rate debt. The differences to be paid or received on the swaps are
included in interest expense. Gains and losses are recognized when the swaps
are settled. The interest rate swaps are subject to market risk as interest
rates fluctuate.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial Accounting Standards Board Statement No. 107, "Disclosures about
Fair Value of Financial Instruments," (FAS 107) requires disclosure of fair
value information about financial instruments, whether or not recognized in
the balance sheet, for which it is practicable to estimate that value. Fair
values are based on estimates using present value or other valuation
techniques. Those techniques are significantly affected by the assumptions
used. The carrying amount of all financial instruments on the consolidated
balance sheet are considered reasonable estimates of fair value, with the
exception of long-term debt as of December 25, 1994, of which $50,301,000 was
forgiven in August 1995 (Note 5) and the interest rate swap agreement (Note
5).
NOTE 4--COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS
<TABLE>
<CAPTION>
DECEMBER DECEMBER 25,
31, 1995 1994
<S> <C> <C>
Property, plant and equipment
Technical and office equipment..................... $10,196,000 $ 12,295,000
Land and land improvements......................... 1,067,000 978,000
Buildings and building improvements................ 2,517,000 2,880,000
Furniture and fixtures............................. 1,244,000 1,531,000
Leasehold improvements............................. 1,057,000 1,640,000
Automobiles........................................ 314,000 327,000
----------- ------------
16,395,000 19,651,000
Less accumulated depreciation and amortization..... (7,062,000) (12,028,000)
----------- ------------
$ 9,333,000 $ 7,623,000
=========== ============
Other non-current assets
Debt issuance costs................................ $ 4,267,000 $ 646,000
Other.............................................. 1,066,000 1,286,000
----------- ------------
$ 5,333,000 $ 1,932,000
=========== ============
</TABLE>
F-38
<PAGE>
NOBLE BROADCAST GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<S> <C> <C> <C>
Statement of Cash Flows Information
Schedule of certain non-cash financing
activities:
<CAPTION>
FOR THE YEARS ENDED
--------------------------------------
DECEMBER 31, DECEMBER 25, DECEMBER 26,
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Acquisition of assets in exchange
for debt........................... $-- $-- $463,000
==== ==== ========
</TABLE>
NOTE 5--LONG-TERM DEBT
Long-term debt is comprised of:
<TABLE>
<CAPTION>
DECEMBER DECEMBER 25,
31, 1995 1994
<S> <C> <C>
Senior Secured Term Loan...................... $45,000,000
Senior Revolving Credit Facility.............. 7,050,000
Subordinated Notes............................ 29,325,000
Tranche A Notes............................... $ 87,364,000
Tranche B Notes............................... 11,587,000
Series A Senior Subordinated Notes............ 29,617,000
Series B Senior Subordinated Convertible
Notes........................................ 37,000,000
Other......................................... 236,000 1,873,000
----------- ------------
81,611,000 167,441,000
Less current portion.......................... (3,611,000) (167,209,000)
----------- ------------
$78,000,000 $ 232,000
=========== ============
</TABLE>
Interest paid during 1995, 1994 and 1993 aggregated $3,673,000, $6,152,000
and $4,354,000, respectively.
Tranche A Notes and Tranche B Notes--The Tranche A and Tranche B Notes,
which were outstanding as of December 25, 1994, were extinguished in
conjunction with the Company's August 1995 debt restructuring (see Debt
Restructuring below). The Tranche A Notes bore interest at the 30-day LIBOR
rate plus an applicable margin. The Tranche B Notes bore interest at 4
percent. The senior debt agreement provided for principal prepayments at the
option of the Company and called for mandatory principal prepayments from the
net proceeds of sales of certain radio station properties or from 50 percent
of the net proceeds of sales by the Company of any stock or warrants issued by
the Company or from the exercise of any such warrants or from excess operating
cash, as defined.
During 1993, the Company sold certain radio station properties and other
assets (Note 8) and utilized resultant net proceeds of $32,960,000 to repay
Tranche A Notes of $18,498,000 and Tranche B Notes of $14,462,000. Pursuant to
agreements with the senior debtholders, $12,222,000 of the Tranche A Notes was
forgiven, resulting in an extraordinary gain during the year ended December
26, 1993.
The Company's agreement with the Senior debtholders contained, among other
things, certain covenants as to the maintenance of certain financial ratios
and cash flows, as well as restrictions on additional indebtedness, property
sales and liens, mergers and acquisitions, contingent liabilities, certain
lease transactions, investments, transactions with affiliates, corporate
overhead, capital expenditures, prepaid expenditures, and employment and
certain other contracts.
Based on agreements between the Company and the holders of the Tranche A
Notes and Tranche B Notes, the outstanding debt was to be repaid as of August
18, 1995 and the Company classified the debt as current as of December 25,
1994.
F-39
<PAGE>
NOBLE BROADCAST GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SENIOR SUBORDINATED NOTES AND SENIOR SUBORDINATED CONVERTIBLE NOTES--The
Series A Senior Subordinated Notes (Subordinated Notes) and Series B Senior
Subordinated Convertible Notes (Convertible Notes), which were outstanding as
of December 25, 1994, were extinguished in conjunction with the Company's 1995
debt restructuring (see Debt Restructuring below).
In fiscal year 1991 the Company restructured its debt with the subordinated
debtholders by modifying certain terms. The $24,423,000 excess of the carrying
amount of the old subordinated debt instruments over the principal amount of
the Subordinated and Convertible Notes was recorded as unamortized carrying
value of subordinated debt in 1991 and was being amortized against future
interest expense over the term of the restructured Subordinated and
Convertible Notes. The Subordinated Notes bore interest at an annual rate of
9%; interest was added to principal semiannually. During 1995, 1994 and 1993,
approximately $3,631,000, $2,465,000 and $2,309,000 of interest was added to
the principal, respectively.
The Convertible Notes bore interest at the non-compounding annual rate of 5
percent and such interest was due and payable at such time as the principal
became payable. The Convertible Notes were convertible as to both principal
and accrued interest into 803,592 shares of Mandatorily Redeemable Class A-1
common stock at the option of the holders after April 30, 1994.
The Subordinated Notes and Convertible Notes were subordinated to the
Tranche A and B Notes and contained, among other things, covenants as to the
maintenance of certain financial ratios and cash flows, and certain
restrictions as to additional indebtedness, amounts and types of payments and
investments, dividends, liens and encumbrances, sale and leaseback
transactions, equity interests of subsidiaries, sales of assets, mergers,
corporate overhead, capital expenditures, prepayment of expenses, and
employment contracts.
Based on agreements between the Company and the holders of Subordinated
Notes and Convertible Notes, the outstanding debt was to be repaid as of
August 18, 1995 and the Company classified the debt and associated unamortized
carrying value of subordinated debt as current as of December 25, 1994.
DEBT RESTRUCTURING--In August 1995, the Company completed a restructuring of
its debt, resulting in the extinguishment of $175,301,000 of Tranche A Notes,
Tranche B Notes, Subordinated Notes and Convertible Notes plus accrued
interest for an aggregate amount of $125,000,000 in cash. Additionally, the
Company repurchased or exchanged the shares of Class A-1 common stock held by
the holders of these debt instruments. The Company sold its Houston, Boston
and Kansas City stations in 1995 and utilized the resultant net proceeds of
$47,650,000, along with $1,500,000 restricted cash released to the Company
(Note 3), to repay outstanding debt prior to the completion of the
restructuring (Note 8), entered into a new senior $60,000,000 Credit Agreement
and obtained new subordinated debt for $37,000,000. The former debtholders
forgave $50,301,000 of principal and accrued interest which has been
recognized as an extraordinary gain in 1995. Also included in the
extraordinary gain for 1995 is $18,412,000, representing the remaining
unamortized carrying value of subordinated debt as of the date of the related
debt extinguishment.
SENIOR SECURED TERM LOAN AND SENIOR REVOLVING CREDIT FACILITY--In August
1995, the Company and its wholly-owned subsidiaries entered into a $60,000,000
Credit Agreement with a consortium of banks, consisting of a $45,000,000
Senior Secured Term Loan (the Term Loan) and a $15,000,000 Senior Revolving
Credit Facility (the Revolver). The Company borrowed all of the $45,000,000
Term Loan and $7,500,000 of the Revolver and paid transaction costs of
approximately $4,700,000. Under the Term Loan and the Revolver, principal
payments were due in varying amounts through 2001. As discussed in Note 2, the
outstanding debt under the Credit Agreement was paid in full and cancelled in
February 1996.
F-40
<PAGE>
NOBLE BROADCAST GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Borrowings under the Credit Agreement bore interest, at the option of the
Company, at either the London Interbank Offered Rate (LIBOR) plus an
applicable margin of up to 2.625%, or at a base rate (defined as the higher of
the Federal Funds Rate plus .5% or the bank's Prime rate) plus an applicable
margin of up to 1.375% per annum. The Term Loan and the Revolver were secured
by substantially all of the Company's assets, including the common stock and
tangible and intangible assets and major lease rights of the Company's
operating subsidiaries.
In conjunction with entering into the Credit Agreement, the Company issued a
warrant to purchase 10% of the common stock of the Company's primary operating
subsidiary, exercisable only in the event of certain specified occurrences
through June 30, 1996, for an exercise price of $1.00. The Company determined
that the value of the warrant was de minimus because of the nature of the
specified events required for warrant exercise. As discussed in Note 2, the
warrant was cancelled in February 1996.
INTEREST RATE SWAP AGREEMENT--In accordance with the terms of the Credit
Agreement, the Company entered into a three year interest rate swap agreement
in September 1995 on a notional principal amount of $30,000,000. Under the
interest rate swap agreement, on a quarterly basis the Company pays the
counterparty interest at a fixed rate of 5.87%, and the counterparty pays the
Company interest at a variable rate based on the LIBOR.
As of December 31, 1995, the interest rate swap agreement had a nominal
carrying value and a ($425,000) fair value. The fair value was estimated by
obtaining a quotation from the counterparty. In February 1996, the Company
terminated the interest rate swap agreement in conjunction with its debt
extinguishment, and realized a loss of $686,000 upon termination.
SUBORDINATED NOTES--In August 1995, the Company entered into an Investment
Agreement with a new subordinated debtholder, consisting of $37,000,000 in
subordinated notes. The subordinated notes bore interest at a rate of 8.108%
per annum compounded quarterly, of which 50% was to be paid annually with the
remainder being added to principal. The notes were due in August 2002. As
discussed in Note 2, the debt was paid in full and cancelled in February 1996.
Under the Investment Agreement, the Company issued a warrant for 75% of the
Company's Class A common stock, exercisable through August 2005, with an
exercise price of $1.00. Management has determined that the fair value of the
warrant on the date of issuance was approximately $8,500,000, which has been
recorded as a discount on the related debt and was being amortized to interest
expense over the term of the debt. As discussed in Note 2, the Company
repurchased the warrant in February 1996.
COVENANTS--The Credit Agreement and the Investment Agreement required the
Company to comply with certain financial and operating covenants including
among others, limitations on: capital expenditures, acquisitions and
additional indebtedness, engaging in a business other than radio broadcasting,
paying cash dividends, corporate overhead levels, the use of borrowings, and
requirements to maintain certain financial ratios.
NOTE 6--COMMON STOCK
In conjunction with the August 1995 refinancing, the Company entered into an
agreement with its former debtholders providing for the repurchase or exchange
of all of their Class A-1 shares of common stock. Under the agreement, 189,321
Class A-1 shares were repurchased by the Company for a de minimus amount and
the remaining 60,610 shares were exchanged for 49,904 shares of Class A common
stock. There were 249,931 shares of Mandatorily Redeemable Class A-1 common
stock outstanding in 1994 and 1993.
The Company's authorized capital stock subsequent to the August 1995
restructuring consists of 1,569,514 shares of Class A common stock, $.000001
par value, of which 49,904 shares are issued and outstanding, and
F-41
<PAGE>
NOBLE BROADCAST GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
254,018 shares of Class B voting common stock, $.000001 par value, all of
which are issued and outstanding. Prior to August 1995, the Class B common
stock had a par value of $.01. Class B common stock is voting common stock,
while Class A common stock has no right to vote with respect to the election
of directors, or other corporate actions other than certain major events set
forth in the Company's Restated Certificate of Incorporation. The holders of
Class B common stock, voting as a class, are entitled to elect six members of
the Board of Directors. Class B common stock may convert their shares into
stock that is registered pursuant to certain firm commitment underwritten
public offerings, as defined.
Shares of Class A common stock are convertible into an equal number of
shares of Class B common stock subsequent to a public offering, as described
in the Restated Certificate of Incorporation, upon certain events as defined
in the Company's agreements with the subordinated debtholders, or as of August
18, 2000. In addition, holders of both Class A and Class B common stock may
convert their shares into stock that is registered pursuant to a public
offering. Holders of Class A common stock are entitled to participate on a pro
rata basis with the holders of Class B common stock with respect to dividends,
when and as declared by the Board of Directors, provided there are funds
legally available for such purpose, and with respect to any redemption or
repurchase by the Company of any Class B common stock.
The Mandatorily Redeemable Class A-1 common stock contained a liquidation
preference over Class B common stock in an amount equal to a prescribed
formula value solely in the event of a liquidation resulting from bankruptcy,
insolvency or other similar proceeding. Such liquidation preference was zero
at December 25, 1994. The Mandatorily Redeemable Class A-1 common stock was
not entitled to vote except for the right, voting as a separate class, to
elect one member of the Company's Board of Directors and except that certain
transactions specified in the Company's Restated Certificate of Incorporation
required the consent of the majority of the then-outstanding shares of
Mandatorily Redeemable Class A-1 common stock. Holders of Mandatorily
Redeemable Class A-1 common stock were entitled to participate on a pro rata
basis with the holders of Class B common stock upon any redemption or
repurchase by the Company of any Class B common stock or other equity
securities of the Company.
Shares of Class A-1 common stock were convertible into an equal number of
shares of Class B common stock subsequent to a public offering, or under
certain specified circumstances. In addition, holders of Class A-1 common
stock were entitled to convert their shares into stock registered pursuant to
certain firm commitment underwritten public offerings, as defined. Prior to an
initial public offering (IPO), holders of Class A-1 Common stock were entitled
to, in the event of a defined change of voting control of the Company, require
the Company to repurchase their shares of Class A-1 common stock in accordance
with specified formula prices. In addition, if the Company had not effected an
IPO by December 2002, then holders of a majority of the then-outstanding Class
A-1 common stock, on or after December 31, 2003 could require the Company to
repurchase the Class A-1 common stock owned by them at a specified formula
repurchase price.
The Mandatorily Redeemable Class A-1 common stock was recorded at an "issue
price" equivalent to the carrying value of the equity instruments exchanged
therefor. No subsequent adjustment to the valuation of the Mandatorily
Redeemable Class A-1 common stock was required prior to its repurchase and
exchange in August 1995.
NOTE 7--STOCK OPTIONS
The Company had two stock option plans, the Executive Stock Option Plan
(Executive Plan) and the 1991 Stock Option Plan (1991 Plan). No options were
granted under the Executive Plan or the 1991 Plan. In conjunction with the
August 1995 debt restructuring, the Company cancelled the 1991 Plan and the
Executive Plan.
F-42
<PAGE>
NOBLE BROADCAST GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 8--STATION TRANSACTIONS
In August 1995, concurrent with the debt restructuring, the Company
purchased substantially all of the assets and certain liabilities of WSPD-AM
and WRVF-FM, Toledo, Ohio, for $6,660,000 using cash proceeds obtained through
the August 1995 debt restructuring. The acquisition has been accounted for
using the purchase method. The assets acquired were comprised of accounts
receivable of $391,000 and property, plant and equipment of $1,525,000. The
excess of the purchase price over the fair value of the assets and liabilities
acquired was $4,744,000, which is attributable to intangible assets and is
being amortized over 40 years using the straight-line method. The results of
operations are included in the results of operations of the Company since
their acquisition.
The following unaudited pro forma summary information presents the results
of operations of the Company as if the acquisition of WSPD-AM and WRVF-FM had
occurred on December 27, 1993, after giving effect to certain adjustments,
principally intangible amortization and interest. These pro forma results have
been prepared for comparative purposes only and do not purport to be
indicative of what would have occurred had the acquisition been effected as of
December 27, 1993 or of the results which may occur in the future.
<TABLE>
<CAPTION>
(UNAUDITED)
YEAR ENDED
--------------------------
DECEMBER 31, DECEMBER 25,
1995 1994
<S> <C> <C>
Net revenue................................... $47,945,000 $ 59,455,000
Loss before extraordinary item................ $(4,015,000) $(16,230,000)
Net income (loss)............................. $57,576,000 $(16,230,000)
Earnings (loss) per share before extraordinary
item......................................... $ (3.25) $ (32.21)
Earnings (loss) per share..................... $ 46.58 $ (32.21)
</TABLE>
In March 1995, the Company sold substantially all of the assets (excluding
cash and accounts receivable) and certain liabilities of Noble Broadcast of
Kansas City, Inc. (KBEQ-FM and KBEQ-AM) for $7,650,000. The sale of these
assets resulted in a gain of approximately $1,982,000 and has been reflected
in the Company's 1995 results of operations.
In January 1995, the Company sold substantially all of the assets (excluding
cash and accounts receivable) and certain liabilities of Noble Broadcast of
Ballybunion, Inc. (WSSH-AM) for $1,500,000. The sale of these assets resulted
in a gain of approximately $637,000 and has been reflected in the Company's
1995 results of operations.
On December 31, 1994, the Company sold substantially all of the non-cash
assets and certain liabilities of Noble Broadcast of Houston, Inc. (KMJQ-FM
and KYOK-AM) for $38,500,000 and released restricted cash of $1,500,000 (Note
3). The sale of these assets resulted in a loss on the sale of $7,450,000.
This loss was considered to result from permanent impairment of intangible
assets as of December 25, 1994 and has been reflected in the Company's results
of operations in 1994.
In March 1993, the Company sold substantially all of the assets of Noble
Broadcast of New York, Inc. (WBAB-FM and WGBB-AM) for $16,000,000. Net
proceeds from this sale of $15,000,000 were used to reduce the Tranche A and
Tranche B Notes (Note 5) resulting in the forgiveness of $5,562,000 of Tranche
A Notes. The sale of these assets resulted in a gain on the sale of
$6,555,000.
In April 1993, the Company sold substantially all of the assets of WSSH-FM
Boston, Massachusetts, for $18,500,000. Net proceeds from this sale of
$15,250,000 were used to reduce the Tranche A and Tranche B Notes (Note 5)
resulting in the forgiveness of $5,655,000 of the Notes. The sale of these
assets resulted in a gain of $1,354,000.
F-43
<PAGE>
NOBLE BROADCAST GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
In May 1993, the Company purchased substantially all of the assets of KATZ-
AM and KNJZ-FM in St. Louis for $2,750,000. The Company paid $2,250,000 in
cash and issued a non-interest bearing promissory note for $500,000. The note
is payable in equal installments of $250,000 in May 1994 and May 1996. The
acquisition has been accounted for using the purchase method. The assets and
liabilities acquired were comprised entirely of intangible assets which are
being amortized over 40 years using the straight-line method. The results of
operations are included in the results of operations of the Company since
their acquisition.
NOTE 9--INCOME TAXES
The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
109 on a prospective basis, effective January 1, 1993. SFAS 109 requires
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under the SFAS 109 asset and liability method, deferred tax
assets and liabilities are determined based upon the difference between the
financial statement and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.
Upon implementation of SFAS 109, the Company recorded a cumulative effect
(benefit) of a change in accounting principle of $354,000, which represented
the future tax benefits expected to be realized upon utilization of the
Company's state tax loss carryforwards. The benefit of these loss
carryforwards was realized during 1993.
The following is a summary of the provision for income taxes, for the years
ended December 31, 1995, December 25, 1994 and December 26, 1993:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Current:
Federal........................................ $ -- $ -- $ --
State.......................................... 63,000 36,000 24,000
Deferred:
Federal........................................ -- --
State.......................................... -- -- 354,000
------- ------- --------
Provision........................................ $63,000 $36,000 $378,000
======= ======= ========
</TABLE>
A reconciliation of the provision for income taxes to the amount computed by
applying the statutory Federal income tax rate to income before income taxes
follows:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
----------------------------------------
DECEMBER 31, DECEMBER 25, DECEMBER 26,
1995 1994 1993
<S> <C> <C> <C>
Federal statutory rate.................. $(1,176,000) $(5,601,000) $439,000
State income taxes, net of federal
benefit................................ (153,000) (728,000) 57,000
Amortization and write down of
intangibles............................ 1,329,000 3,348,000 (496,000)
Losses for which no current benefit is
available.............................. -- 2,847,000 --
State net operating loss utilization.... -- -- 354,000
Other................................... 63,000 170,000 24,000
----------- ----------- --------
$ 63,000 $ 36,000 $378,000
=========== =========== ========
</TABLE>
F-44
<PAGE>
NOBLE BROADCAST GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The components of deferred income taxes at December 31, 1995 and December
25, 1994 are as follows:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Deferred tax assets:
Available net operating loss carryforwards
for financial reporting purposes.............. $ -- $ 30,060,000
Charitable contribution carryovers............. 250,000 250,000
Book and tax amortization differences.......... -- 12,530,000
Accrued liabilities and reserves............... 180,000 200,000
----------- ------------
430,000 43,040,000
Deferred tax liabilities:
Book and tax basis differences................. (7,256,000) (14,272,000)
Book and tax depreciation and amortization
differences................................... (1,312,000) (4,458,000)
----------- ------------
Net deferred tax assets (liabilities).......... (8,138,000) 24,310,000
Valuation allowance............................ (430,000) (24,310,000)
----------- ------------
$(8,568,000) $ --
=========== ============
</TABLE>
The Company recorded a provision for income taxes in 1995, 1994 and 1993 due
to taxable income for state tax reporting purposes related to entities in the
consolidated group which were subject to state income tax. The Company
recorded a valuation allowance for those deferred tax assets for which the
Company's management determined that the realization of such future tax
benefits is not more likely than not. Taxes paid during 1995, 1994 and 1993
aggregated $63,000, $36,000 and $24,000, respectively.
At December 31, 1995, the Company had available Federal net operating losses
of approximately $46,000,000 for tax reporting purposes. Additionally, the
Company had available net operating losses of approximately $41,000,000 for
state income tax purposes. The net operating losses for tax purposes expire
between 2001 and 2009. In certain circumstances, as specified in the Internal
Revenue Code, a 50 percent or more ownership change by certain combinations of
the Company's stockholders during any three year period would result in
limitations on the Company's ability to utilize its net operating loss
carryforwards. The value of the Company's stock at the time of the ownership
change is the primary factor in determining the limit on the Company's ability
to utilize its net operating loss carryforwards. As a result of the August
1995 debt and equity restructuring, an ownership change occurred, and
consequently the Company's net operating loss carryforwards generated prior to
the ownership change are limited. The purchase of the Company by Jacor (Note
2) will also result in an ownership change as specified in the Internal
Revenue Code. As a result of the August 1995 debt and equity restructuring,
certain deferred tax assets were reduced for financial reporting purposes. The
increase in deferred tax liabilities of $8,568,000 that occurred in
conjunction with the August 1995 debt and equity restructuring was recorded as
a component of the extraordinary gain resulting from the August 1995
restructuring.
NOTE 10--BROADCAST LICENSE AGREEMENT
The Company's consolidated net sales for 1995, 1994 and 1993, include XTRA-
FM and XTRA-AM sales of approximately $15,613,000, $14,087,000 and
$13,346,000, respectively, pursuant to an Exclusive Sales Agency Agreement
(the Agreement) with the broadcast licensee expiring in 2015. Under the
Agreement, the Company acts as the agent for the sale of advertising time on
XTRA-FM and XTRA-AM for all areas outside Mexico. The Company operated a
broadcasting tower under a month-to-month lease until February 1996 when it
moved to a new location in Mexico owned by the Company. The broadcast licenses
for these stations from the Ministry of Communications of the Republic of
Mexico are scheduled to expire on July 3, 2004. The Company
F-45
<PAGE>
NOBLE BROADCAST GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
is not aware of any information which would lead it to believe that any
specific risks exist which threaten the continuance of the Company's
relationship with the broadcast licensee.
Pursuant to the terms of the Agreement, as amended, the Company provides
programming for and purchases advertising time directly from the broadcast
licensee and resells such time to United States advertisers and agencies. The
Company incurred $415,000, $584,000 and $555,000 in expenses under the
Agreement during 1995, 1994 and 1993.
NOTE 11--BARTER TRANSACTIONS
Barter revenue was approximately $2,461,000, $2,551,000 and $2,956,000 in
1995, 1994 and 1993, respectively. Barter expense was approximately
$2,251,000, $2,263,000 and $3,037,000 in 1995, 1994 and 1993, respectively.
Included in prepaid expenses and other current assets and accrued
liabilities in the accompanying consolidated balance sheets for 1995 and 1994
are barter receivables (merchandise or services due to the Company) of
approximately $1,640,000 and $1,540,000, respectively and barter accounts
payable (air time due to suppliers of merchandise or services) of
approximately $1,384,000 and $1,385,000, respectively.
NOTE 12--COMMITMENTS
BROADCAST COMMITMENTS
The Company has agreements to broadcast a series of professional sports
games and related events through 1998. The Company incurred total expenses of
$3,757,000, $2,744,000 and $2,142,000 during 1995, 1994 and 1993,
respectively, in accordance with the agreements. Future minimum annual
payments under the agreements become due and payable as follows:
<TABLE>
<S> <C>
1996.......................... $2,765,000
1997.......................... 1,172,000
1998.......................... 385,000
----------
$4,322,000
==========
</TABLE>
LEASE COMMITMENTS
The Company incurred total rental expenses of $538,000, $1,378,000 and
$1,389,000 in 1995, 1994 and 1993, respectively, under operating leases for
facilities and equipment. Future annual rental commitments expected under such
leases at December 31, 1995 are as follows:
<TABLE>
<S> <C>
1996.......................... $ 489,000
1997.......................... 406,000
1998.......................... 415,000
1999.......................... 404,000
2000.......................... 368,000
Thereafter.................... 1,038,000
----------
$3,120,000
==========
</TABLE>
TIME BROKERAGE AGREEMENTS
The Company, through various subsidiaries, previously provided programming
through time brokerage agreements. These agreements, which were terminated in
August 1995, allowed the Company to purchase a
F-46
<PAGE>
NOBLE BROADCAST GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
specified amount of broadcast time per week in exchange for the rights to all
advertising revenues. The Company incurred related total expenses of $479,000,
$1,517,000 and $1,294,000 during 1995, 1994 and 1993, respectively.
NOTE 13--LITIGATION
The Company is involved in litigation on certain matters arising in the
ordinary course of business. Management has consulted with legal counsel and
does not believe that the resolution of such matters will have a material
adverse effect on the Company's financial position, results of operations, or
cash flows.
F-47
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFER-
ING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHO-
RIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITA-
TION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITA-
TION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUB-
SEQUENT TO THE DATE HEREOF.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 10
The Acquisitions.......................................................... 13
Sources of Funds and Use of Proceeds...................................... 15
Capitalization............................................................ 16
Common Stock Market Price Information..................................... 17
Dividend Policy........................................................... 17
Unaudited Pro Forma Financial Information................................. 18
Selected Historical Financial Data........................................ 26
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 32
Business.................................................................. 37
Management................................................................ 53
Principal Shareholders.................................................... 55
Description of Capital Stock.............................................. 56
Description of Indebtedness............................................... 59
Shares Eligible for Future Sale........................................... 61
Underwriting.............................................................. 62
Experts................................................................... 63
Legal Matters............................................................. 64
Incorporation of Certain Documents by Reference........................... 65
Available Information..................................................... 65
Index to Financial Statements............................................. F-1
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
17,500,000 SHARES
JACOR COMMUNICATIONS,
INC.
COMMON STOCK
---------------
PROSPECTUS
---------------
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
ALEX. BROWN & SONS
INCORPORATED
CS FIRST BOSTON
MERRILL LYNCH & CO.
SMITH BARNEY INC.
, 1996
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of the fees and expenses (all but the
SEC and NASD fees are estimates) in connection with the issuance and
distribution of the shares of Common Stock being registered hereunder. All
such fees and expenses shall be borne by the Company.
<TABLE>
<S> <C>
SEC Registration fees .......................................... $137,058
NASD fee ....................................................... $ 30,500
Blue Sky fees and expenses ..................................... $ *
Printing and engraving expenses ................................ $ *
Transfer agent and registrar fee and expenses................... $ *
Attorneys' fees and expenses ................................... $ *
Accounting fees and expenses ................................... $ *
Miscellaneous .................................................. $ *
--------
Total ...................................................... $ *
========
</TABLE>
- ---------------------
*To be provided by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1 of Article VI of the Registrant's Amended and Restated Code of
Regulations (the "Code of Regulations") generally provides that each of the
Registrant's directors, officers and employees is entitled to be indemnified
from personal liability to the fullest extent permitted by Ohio law. Section
1701.13 of the Ohio Revised Code permits a corporation to indemnify its
officers, directors and employees (other than in certain cases involving bad
faith, negligence or misconduct) from and against any and all claims and
liabilities to which he or she may become subject by reason of his or her
position, or acts or commissions in such position, including reasonable costs
of defense and settlements (except in connection with shareholder derivative
suits, where indemnification is limited to the costs of defense). Ohio law
also permits corporations to provide broader indemnification than that
provided by statute. Pursuant to authority contained in its Code of
Regulations, the Registrant maintains in force a standard directors' and
officers' liability insurance policy providing coverage of $10,000,000 against
liability incurred by any director or officer in his or her capacity as such.
ITEM 16. EXHIBITS.
See Index to Exhibits.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
II-1
<PAGE>
The undersigned registrant hereby undertakes:
(1) That, for purposes of determining any liability under the Act, the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective;
(2) That, for the purpose of determining any liability under the Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED IN THE CITY OF CINCINNATI, STATE OF OHIO ON THIS
DAY OF MARCH 1996.
Jacor Communications, Inc.
/s/ R. Christopher Weber
By: _________________________________
R. Christopher Weber
Senior Vice President, Chief
Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW HEREBY CONSTITUTES AND APPOINTS R. CHRISTOPHER WEBER AND JON M. BERRY,
OR EITHER OF THEM, AS SUCH SIGNATORY'S TRUE AND LAWFUL ATTORNEYS-IN-FACT AND
AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR SUCH SIGNATORY
AND IN SUCH SIGNATORY'S NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO
SIGN ANY OR ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO THIS
REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND
ALL DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE
COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, FULL POWER AND
AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND
NECESSARY TO BE DONE IN AND ABOUT THE FOREGOING, AS FULLY AS TO ALL INTENTS
AND PURPOSES AS SUCH SIGNATORY MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING
AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS, OR ANY OF THEM, OR
THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY
VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON , 1996 BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED.
Principal Executive Officer: Principal Financial and Accounting
/s/ Randy Michaels Officer:
- ------------------------------------- /s/ R. Christopher Weber
Randy Michaels -------------------------------------
President, Co-Chief Operating R. Christopher Weber
Officer and Director Senior Vice President, Chief
Financial Officer and Secretary
/s/ Robert L. Lawrence /s/ Rod F. Dammeyer
- ------------------------------------- -------------------------------------
Robert L. Lawrence Rod F. Dammeyer
Co-Chief Operating Officer and Director
Director
/s/ Sheli Z. Rosenberg /s/ F. Philip Handy
- ------------------------------------- -------------------------------------
Sheli Z. Rosenberg F. Philip Handy
Board Chair and Director Director
/s/ Marc Lasry
- ------------------------------------- -------------------------------------
John W. Alexander Marc Lasry
Director Director
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
------- ---------------------- ------------
<C> <S> <C>
1.1 Form of Underwriting Agreement (to be filed by amend-
ment). **
2.1 Agreement and Plan of Merger dated February 12, 1996 *
(the "Merger Agreement") among Citicasters Inc., the
Registrant and JCAC, Inc. Incorporated by reference
to Exhibit 2.1 to the Registrant's Current Report on
Form 8-K dated February 27, 1991.
2.2 Stockholders Agreement dated February 12, 1996 among *
the Registrant, JCAC, Inc., Great American Insurance
Company, American Financial Corporation, American
Financial Enterprises, Inc., Carl H. Lindner, The
Carl H. Lindner Foundation and S. Craig Lindner. In-
corporated by reference to Exhibit 2.2 to the Regis-
trant's Current Report on Form 8-K dated February
27, 1996.
2.3 Jacor Shareholders Agreement dated February 12, 1996 *
among Citicasters Inc. and Zell/Chilmark Fund L.P.
Incorporated by reference to Exhibit 2.3 to the Reg-
istrant's Current Report on Form 8-K dated February
27, 1996.
2.4 Escrow Agreement among the Registrant, Citicasters
Inc. and PNC Bank dated March 13, 1996.
2.5 Irrevocable Letter of Credit, Banque Paribus, Chicago
Branch dated March 13, 1996.
2.6 Letter of Credit and Reimbursement Agreement by and
between the Registrant and Banque Paribus dated
March 13, 1996
2.7 Form of Employment Continuation Agreement (executive *
officer form) between Citicasters Inc. and [execu-
tive officer] (referred to as exhibit 6.6(c)(i) in
Merger Agreement). Incorporated by reference to Ex-
hibit 2.5 to the Registrant's Current Report on Form
8-K dated February 27, 1996.
2.8 Form of Employment Continuation Agreement (management *
form) between Citicasters Inc. and [manager] (re-
ferred to as exhibit 6.6(c)(ii) in Merger Agree-
ment). Incorporated by reference to Exhibit 2.6 to
the Registrant's Current Report on Form 8-K dated
February 27, 1996.
2.9 Form of Warrant Agreement between the Registrant, and *
KeyCorp Shareholder Services, Inc., as warrant agent
(referred to as exhibit 3.1 in Merger Agreement).
Incorporated by reference to Exhibit 2.7 to the Reg-
istrant's Current Report on Form 8-K dated February
27, 1996.
2.10 Stock Purchase and Stock Warrant Redemption Agreement *
dated as of February 20, 1996 among the Registrant,
Prudential Venture Partners II, L.P., Northeast Ven-
tures, II, John T. Lynch, Frank A. DeFrancesco,
Thomas R. Jiminez, William R. Arbenz, CIHC, Incorpo-
rated, Bankers Life Holding Corporation and Noble
Broadcast Group, Inc. ("Noble") (omitting exhibits
not deemed material or filed separately in executed
form). [Prudential and Northeast are sometimes re-
ferred to hereafter as the "Class A Shareholders";
Lynch, DeFrancesco, Jiminez and Arbenz as the "Class
B Shareholders"; and CIHC and Bankers Life as the
Warrant Sellers.]. Incorporated by reference to Ex-
hibit 2.1 to the Registrant's Current Report on Form
8-K dated March 6, 1996.
2.11 Investment Agreement dated as of February 20, 1996 *
among the Registrant, Noble and the Class B Share-
holders (omitting exhibits not deemed material). In-
corporated by reference to Exhibit 2.2 to the Regis-
trant's Current Report on Form 8-K dated March 6,
1996.
2.12 Warrant to Purchase Class A Common Stock of Noble is- *
sued to the Registrant. Incorporated by reference to
Exhibit 2.3 to the Registrant's Current Report on
Form 8-K dated March 6, 1996.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
------- ---------------------- ------------
<C> <S> <C>
2.13 Indemnification and Escrow Agreement dated as of Feb- *
ruary 20, 1996 among the Registrant, Noble, the
Class A Shareholders, the Class B Shareholders, the
Warrant Sellers, The Fifth Third Bank and Conseco,
Inc. Incorporated by reference to Exhibit 2.4 to the
Registrant's Current Report on Form 8-K dated March
6, 1996.
2.14 Stock Escrow and Security Agreement dated as of Feb- *
ruary 20, 1996 among the Registrant, Noble, the
Class B Shareholders, Philip H. Banks, as trustee,
and The Fifth Third Bank, as escrow agent (omitting
exhibits not deemed material or filed separately in
executed form). Incorporated by reference to Exhibit
2.5 to the Registrant's Current Report on Form 8-K
dated March 6, 1996.
2.15 Trust Agreement dated as of February 20, 1996 among *
the Class B Shareholders and their spouses, and
Philip H. Banks, as trustee. Incorporated by refer-
ence to Exhibit 2.6 to the Registrant's Current Re-
port on Form 8-K dated March 6, 1996.
2.16 Registration Rights Agreement dated as of February *
20, 1996 between the Registrant and Noble. Incorpo-
rated by reference to Exhibit 2.7 to the Regis-
trant's Current Report on Form 8-K dated March 6,
1996.
2.17 Asset Purchase Agreement dated as of February 20, *
1996 among Chesapeake Securities, Inc. (a Registrant
subsidiary), Noble Broadcast of San Diego, Inc.,
Sports Radio, Inc. and Noble Broadcast Center, Inc.
Incorporated by reference to Exhibit 2.7 to the Reg-
istrant's Current Report on Form 8-K dated March 6,
1996.
2.18 Jacor--CMM Limited Partnership Agreement of Limited *
Partnership dated January 1, 1994, by and between
Jacor Cable, Inc., Up Your Ratings, Inc. and the
Registrant. Incorporated by reference to Exhibit 2.2
of the Registrant's Annual Report on Form 10-K dated
March 30, 1995.
2.19 Amendment No. 1 to Jacor--CMM Limited Partnership *
Agreement of Limited Partnership dated July 22,
1994, by and between Jacor Cable, Inc., Up Your Rat-
ings, Inc. and the Registrant to amend the Jacor--
CMM Limited Partnership Agreement of Limited Part-
nership dated January 1, 1994. Incorporated by ref-
erence to Exhibit 2.3 of the Registrant's Annual Re-
port on Form 10-K dated March 30, 1995.
2.20 Amendment No. 2 to Jacor--CMM Limited Partnership *
Agreement of Limited Partnership with an effective
date as of January 1, 1994, by and between Jacor Ca-
ble, Inc., Up Your Ratings, Inc. and the Registrant
to amend the Jacor--CMM Limited Partnership Agree-
ment of Limited Partnership dated January 1, 1994.
Incorporated by reference to Exhibit 2.4 of the Reg-
istrant's Annual Report on Form 10-K dated March 30,
1995.
4.1 Specimen Common Stock Certificate. Incorporated by *
reference to Exhibit 2.1 to the Registrant's Form 8-
A, dated January 12, 1993.
4.2 Credit Agreement dated as of February 20, 1996, among *
the Registrant, the Banks named therein, Banque
Paribas, as Agent, and The First National Bank of
Boston and Bank of America Illinois, as Co-Agents
(omitting exhibits not deemed material or filed sep-
arately in executed form). Incorporated by reference
to Exhibit 4.1 to the Registrant's Current Report on
Form 8-K dated March 6, 1996.
4.3 Revolving A Note in favor of Banque Paribas by the *
Registrant dated as of February 20, 1996. (1) Incor-
porated by reference to Exhibit 4.2 to the Regis-
trant's Current Report on Form 8-K dated March 6,
1996.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
------- ---------------------- ------------
<C> <S> <C>
4.4 Revolving B Note in favor of Banque Paribas by the *
Registrant dated as of February 20, 1996. (1) Incor-
porated by reference to Exhibit 4.3 to the Regis-
trant's Current Report on Form 8-K dated March 6,
1996.
4.5 Security Agreement dated as of February 20, 1996 *
among the Registrant, Banque Paribas, as Agent, for
itself, the Co-Agents and the Banks. Incorporated by
reference to Exhibit 4.4 to the Registrant's Current
Report on Form 8-K dated March 6, 1996.
4.6 Pledge Agreement dated as of February 20,1996 among *
the Registrant, Banque Paribas, as Agent, for it-
self, the Co-Agents and the Banks. Incorporated by
reference to Exhibit 4.5 to the Registrant's Current
Report on Form 8-K dated March 6, 1996.
4.7 Trademark Security Agreement dated as of February 20, *
1996 among the Registrant, Banque Paribas, as Agent,
for itself, the Co-Agents and the Banks. Incorpo-
rated by reference to Exhibit 4.6 to the Regis-
trant's Current Report on Form 8-K dated March 6,
1996.
4.8 Subsidiary Guaranty dated as of February 20, 1996, by *
various subsidiaries of the Registrant in favor of
Banque Paribas, as Agent, for itself, the Co-Agents
and the Banks. (2) Incorporated by reference to Ex-
hibit 4.7 to the Registrant's Current Report on Form
8-K dated March 6, 1996.
4.9 Subsidiary Security Agreement dated as of February *
20, 1996, by various Company subsidiaries in favor
of Banque Paribas, as Agent, for itself, the Co-
Agents and the Banks (omitting exhibits not deemed
material). (2) Incorporated by reference to Exhibit
4.8 to the Registrant's Current Report on Form 8-K
dated March 6, 1996.
4.10 Primary Pledge Agreement dated as of February 20, *
1996 among Chesapeake Securities, Inc. (a subsidiary
of the Registrant), Banque Paribas as Agent, for it-
self, the Co-Agents and the Banks. (3) Incorporated
by reference to Exhibit 4.9 to the Registrant's Cur-
rent Report on Form 8-K dated March 6, 1996.
4.11 Secondary Pledge Agreement dated as of February 20, *
1996 between the Registrant and Chesapeake Securi-
ties, Inc. (a subsidiary of the Registrant). (4) In-
corporated by reference to Exhibit 4.10 to the Reg-
istrant's Current Report on Form 8-K dated March 6,
1996.
4.12 Subsidiary Trademark Agreement dated as of February *
20, 1996 among Jacor Broadcasting of Tampa Bay,
Inc., Jacor Broadcasting of Atlanta, Inc., Jacor
Broadcasting Corporation and Jacor Broadcasting of
Florida, Inc. in favor of Banque Paribas as Agent,
for itself, the Co-Agents and the Banks. Incorpo-
rated by reference to Exhibit 4.11 to the Regis-
trant's Current Report on Form 8-K dated March 6,
1996.
4.13 Deed to Secure Debt and Security Agreement, dated as *
of February 20, 1996, by and between Jacor Broad-
casting of Atlanta, Inc. and Banque Paribas, as
Agent. Incorporated by reference to Exhibit 4.12 to
the Registrant's Current Report on Form 8-K dated
March 6, 1996.
4.14 Deed of Trust and Security Agreement, dated as of *
February 20, 1996, between Jacor Broadcasting of
Colorado, Inc. and the Public Trustee in the County
of Weld and the State of Colorado. (6) Incorporated
by reference to Exhibit 4.13 to the Registrant's
Current Report on Form 8-K dated March 6, 1996.
4.15 Open-End Mortgage, Assignment of Rents and Leases and *
Security Agreement, dated February 20, 1996, by and
between Jacor Broadcasting Corporation and Banque
Paribas, as Agent. (7) Incorporated by reference to
Exhibit 4.14 to the Registrant's Current Report on
Form 8-K dated March 6, 1996.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
------- ---------------------- ------------
<C> <S> <C>
4.16 Open-End Mortgage, Assignment of Rents and Leases and *
Security Agreement dated as of February 20, 1996, by
Jacor Broadcasting of Tampa Bay, Inc. in favor of
Banque Paribas, as Agent. (8) Incorporated by refer-
ence to Exhibit 4.15 to the Registrant's Current Re-
port on Form 8-K dated March 6, 1996.
4.17 Deed of Trust and Security Agreement, Assignment of *
Leases, Rents and Profits, Financing Statement and
Fixture Filing made by Chesapeake Securities, Inc.
for the Benefit of Banque Paribas as Agent dated as
of February 20, 1996. Incorporated by reference to
Exhibit 4.16 to the Registrant's Current Report on
Form 8-K dated March 6, 1996.
4.18 Second Consolidated Amended and Restated Intercompany *
Demand Note issued to the Company by various subsid-
iaries of the Registrant dated as of February 20,
1996. (5) Incorporated by reference to Exhibit 4.17
to the Registrant's Current Report on Form 8-K dated
March 6, 1996.
4.19 Second Amended and Restated Intercompany Security *
Agreement and Financing Statement dated as of Febru-
ary 20, 1996 by various subsidiaries of the Regis-
trant in favor of the Company (omitting exhibits not
deemed material). (2) Incorporated by reference to
Exhibit 4.18 to the Registrant's Current Report on
Form 8-K dated March 6, 1996.
4.20(+) Restricted Stock Agreement dated as of June 23, 1993 *
by and between the Registrant and Rod F. Dammeyer.
(9) Incorporated by reference to Exhibit 4.2 to the
Registrant's Quarterly Report on Form 10-Q dated Au-
gust 13, 1993.
4.21(+) Stock Option Agreement dated as of June 23, 1993 be- *
tween the Registrant and Rod F. Dammeyer covering
10,000 shares of the Registrant's common stock. (10)
Incorporated by reference to Exhibit 4.3 to the Reg-
istrant's Quarterly Report on Form 10-Q dated August
13, 1993.
4.22(+) Stock Option Agreement dated as of December 15, 1994 *
between the Registrant and Rod F. Dammeyer covering
5,000 shares of the Registrant's common stock. (11)
Incorporated by reference to Exhibit 4.23 to the
Registrant's Quarterly Report on Form 10-Q dated Au-
gust 13, 1993.
5.1 Form of Opinion of Graydon, Head & Ritchey (to be
filed by amendment).
10.1 Credit Agreement dated as of February 20, 1996 among **
Broadcast Finance, Inc. (a Registrant subsidiary),
Noble Broadcast Group, Inc. and Noble Broadcast
Holdings, Inc. (omitting exhibits not deemed mate-
rial or filed separately in executed form). Incorpo-
rated by reference to Exhibit 10.1 to the Regis-
trant's Current Report on Form 8-K dated March 6,
1996.
10.2 Subsidiary Guaranty dated as of February 20, 1996 in *
favor of Broadcast Finance, Inc. by Noble Broadcast
Center, Inc., Noble Broadcast of Colorado, Inc., No-
ble Broadcast of St. Louis, Inc., Noble Broadcast of
Toledo, Inc., Nova Marketing Group, Inc., Noble
Broadcast Licenses, Inc., Noble Broadcast of San Di-
ego, Inc., Sports Radio, Inc. and Sports Radio
Broadcasting, Inc. Incorporated by reference to Ex-
hibit 10.2 to the Registrant's Current Report on
Form 8-K dated March 6, 1996.
10.3 Term Note in the amount of $40,000,000 by Noble *
Broadcast Holdings, Inc. in favor of Broadcast Fi-
nance, Inc. dated as of February 20, 1996. Incorpo-
rated by reference to Exhibit 10.3 to the Regis-
trant's Current Report on Form 8-K dated March 6,
1996.
10.4 Revolving Note in the amount of $1,000,000 by Noble *
Broadcast Holdings, Inc. in favor of Broadcast Fi-
nance, Inc. dated as of February 20, 1996. Incorpo-
rated by reference to Exhibit 10.4 to the Regis-
trant's Current Report on Form 8-K dated March 6,
1996.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
------- ---------------------- ------------
<C> <S> <C>
10.5(+) Jacor Communications, Inc. 1993 Stock Option Plan. *
Incorporated by reference to Exhibit 99 to the Quar-
terly Report on Form 10-Q dated August 13, 1993.
10.6(+) Jacor Communications, Inc. 1995 Employee Stock Pur- *
chase Plan. Incorporated by reference to Exhibit
4.01 to the Registration Statement on Form S-8,
filed on November 9, 1994.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ernst & Young LLP
23.3 Consent of Price Waterhouse LLP
23.4 Consent of Graydon, Head & Ritchey (included in opin-
ion of counsel filed as Exhibit 5.1)
24 Powers of Attorney of directors and officers signing
this Registration Statement are part of the Signa-
ture Pages
27.1 Financial Data Schedule of the Registrant
27.2 Financial Data Schedule of Citicasters
27.3 Financial Data Schedule of Noble
</TABLE>
- ---------------------
(*) Incorporated by reference.
(**) To be filed by Amendment
(+) Management Contracts and Compensatory Arrangements
(1) Identical Notes were issued by the Company in favor of the following
Banks:
The First National Bank of Boston
Bank of America Illinois
Bank of Montreal
The Bank of New York
The Bank of Nova Scotia
CIBC, Inc.
First Bank
Society National Bank
Union Bank
The aggregate principal amount of Revolving A Notes is $190 million. The
aggregate principal amount of the Revolving B Notes is $110 million.
(2) Executed by the following subsidiaries of the Registrant:
Jacor Broadcasting of Florida, Inc.
Jacor Broadcasting of Atlanta, Inc.
Jacor Broadcasting of Knoxville, Inc.
Jacor Broadcasting of Colorado, Inc.
Jacor Broadcasting of Tampa Bay, Inc.
Jacor Broadcasting of St. Louis, Inc.
Jacor Cable, Inc.
Georgia Network Equipment, Inc.
Jacor Broadcasting Corporation
Broadcast Finance, Inc.
Chesapeake Securities, Inc.
OIA Broadcasting L.L.C.
(3) An identical Primary Pledge Agreement was executed by Jacor Broadcasting
of Atlanta, Inc.
(4) An identical Secondary Pledge Agreement was executed by Jacor
Broadcasting of Atlanta, Inc.
(5) Such notes were issued by the subsidiaries of the Registrant identified
in (2) above.
(6) A substantially similar document was entered into by Jacor Broadcasting
of Colorado, Inc. relating to real property located in Douglas County,
Colorado.
<PAGE>
(7) A substantially similar document was entered into by Jacor Broadcasting
Corporation relating to real property located in Hamilton County, Ohio.
(8) Substantially similar documents were entered into by Jacor of Tampa Bay,
Inc. relating to real property located in Manatee County, Florida and by
Jacor Broadcasting of Florida relating to real property located in Duval
County, Florida and St. Johns County, Florida.
(9) Substantially identical documents were entered into with John W.
Alexander, F. Philip Handy and Marc Lasry covering 20,000, 30,000 and
10,000 shares of common stock, respectively.
(10) Identical documents were entered into with John W. Alexander, F. Philip
Handy and Marc Lasry.
(11) Identical documents were entered into with John W. Alexander, F. Philip
Handy, Marc Lasry and Sheli Z. Rosenberg.
<PAGE>
Exhibit 2.4
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement"), dated as of March 13, 1996, is made
by and among Jacor Communications, Inc., an Ohio corporation ("Acquiror"),
Citicasters, Inc., a Florida corporation (the "Company"), and PNC Bank, Ohio,
N.A., as Escrow Agent ("Escrow Agent").
Acquiror and the Company are the parties to an Agreement and Plan of Merger
dated as of the date hereof (as in effect from time to time, the "Merger
Agreement"). Each capitalized term which is used but not otherwise defined in
this Agreement has the meaning assigned to that term in the Merger Agreement.
If the Merger Agreement is terminated by the Company pursuant to any Escrow-
Surrender Provision (as defined below), then the Company will be entitled to a
payment in the amount of the Escrow Payment (as defined below). As security
for the obligations to make such payment, Acquiror is depositing or causing to
be deposited a Letter of Credit (as defined below) in accordance with the
terms of this Agreement, to be held and acted upon by Escrow Agent in
accordance with the provisions of this Agreement.
The parties agree as follows:
1 Definitions. As used in this Agreement:
(a) "Escrow-Surrender Event" means solely the termination of the Merger
Agreement under the circumstances defined in Sections 8.2(b)(i),
8.2(b)(ii), 8.2(b)(iii), 8.2(b)(iv) or 8.2(b)(v) of the Merger Agreement.
(b) "Escrow-Retention Event" means the termination of the Merger
Agreement in any manner that is not an Escrow-Surrender Event.
2 Escrow Payment. (a) Simultaneously with the delivery of the consents by
the Consenting Shareholders (as defined in the Merger Agreement) (the
"Delivery Date"), Acquiror will deliver or cause to be delivered to Escrow
Agent an irrevocable, direct pay letter of credit issued to Escrow Agent on
behalf of Acquiror by Banque Paribas (the "Initial Issuing Bank") in the
amount of $75,000,000.00 (the "Escrow Payment"). If Acquiror fails to comply
with the requirements of the preceding sentence, Acquiror will on the day
immediately following the Delivery Date pay to the Escrow Agent in immediately
available funds the sum of $75,000,000.00. Acquiror, at its option and at its
expense, may replace the Initial Letter of Credit (or any Replacement Letter
of Credit) by delivery of another irrevocable, direct pay letter of credit in
the amount of $75,000,000.00 issued by an institution that is reasonably
acceptable to the Company, and in a form that is reasonably acceptable to the
Company (any such other letter of credit being referred to herein as a
"Replacement Letter of Credit"). Upon receipt of a Replacement Letter of
Credit, Escrow Agent will surrender the replaced letter of credit to the
issuing institution for cancellation. Any letter of credit held by the Escrow
Agent at any time pursuant to this Agreement is referred to herein as the
"Letter of Credit," and any institution that has issued such Letter of Credit
is referred to herein as the "Issuing Bank".
(b) Notwithstanding anything in this Agreement to the contrary, the Letter
of Credit (or any Replacement Letter of Credit) may have any expiration date
reasonably determined by Acquiror; provided, however, that (i) if the Merger
Agreement shall not have been terminated and (ii) if a Replacement Letter of
Credit in the amount of $75,000,000.00 issued by an institution reasonably
acceptable to the Company and in a form that is reasonably acceptable to the
Company shall not have been delivered and accepted by the Escrow Agent at
least two business days prior to the expiration date of the then outstanding
Letter of Credit (the "Expiration Date"), then the Escrow Agent shall (x) on
the business day immediately preceding the Expiration Date, present to the
Issuing Bank in accordance with the Letter of Credit a draft for payment to
the Escrow Agent of an amount equal to $75,000,000.00 (the "Letter of Credit
Proceeds"); and (y) upon receipt of the Letter of Credit Proceeds, hold such
proceeds in escrow until Acquiror shall have delivered, and the Escrow Agent
shall have accepted, a Letter of Credit in the amount of $75,000,000.00 issued
by an institution reasonably acceptable to the Company and in a form that is
reasonably acceptable to the Company.
A-VI-1
<PAGE>
3 Appointment of Escrow Agent. Acquiror and the Company hereby designate and
appoint Escrow Agent as their joint escrow agent pursuant to the terms of this
Agreement. Escrow Agent agrees to (a) act as Escrow Agent, (b) hold and act upon
the Letter of Credit and (c) deliver the proceeds of any payment under the
Letter of Credit, in each case in accordance with the terms and conditions of
this Escrow Agreement.
4 Disbursement Requests. At any time after termination of the Merger Agreement
pursuant to any Escrow-Surrender Event, the Company may deliver to Escrow Agent
and simultaneously to Acquiror a written notice (a "Company Payment Request")
which states that such termination has occurred and requests that Escrow Agent,
unless the Escrow Agent shall have already drawn on the Letter of Credit
pursuant to Section 2(b) of this Agreement, (i) present to the Issuing Bank in
accordance with the Letter of Credit a draft for payment to Escrow Agent of an
amount equal to $75,000,000.00, and (ii) upon receipt of proceeds of such
payment under the Letter of Credit, pay such proceeds in the manner indicated in
such notice. If the Escrow Agent shall have already drawn on the Letter of
Credit pursuant to Section 2(b) of this Agreement, the Escrow Agent shall, on
the second business day after the Escrow Agent's receipt of the Company Payment
Request, pay the proceeds of the Letter of Credit to the Company in the manner
indicated in the Company Payment Request. Promptly upon termination of the
Merger Agreement pursuant to an Escrow-Retention Provision, the Company shall
deliver to Escrow Agent and Acquiror a written notice (a "Company Surrender
Request") which states that such termination has occurred and requests that
Escrow Agent surrender the Letter of Credit to the Issuing Bank for
cancellation, or if the Escrow Agent shall have already drawn on the Letter of
Credit pursuant to Section 2(b), requests the Escrow Agent to pay the proceeds
of the Letter of Credit to Acquiror in the manner indicated in the Company
Surrender Request.
5 Escrow Agent's Release of the Escrow Fund.
(a) Actions upon Joint Instructions. Escrow Agent will give instructions to
the Issuing Bank or take other actions with respect to the Letter of Credit,
and make disbursements, in accordance with the joint written instructions of
the Company and Acquiror.
(b) Consummation of Merger. At the closing of the Merger, pursuant to joint
written instructions executed by Acquiror and the Company, Escrow Agent will
surrender the Letter of Credit to the Issuing Bank for cancellation, or if the
Escrow Agent shall have drawn on the Letter of Credit pursuant to Section
2(b), the Escrow Agent will pay the proceeds of the Letter of Credit to
Acquiror as directed by Acquiror. If the Letter of Credit is cancelled
pursuant to this paragraph 5(b), then this Agreement will terminate.
(c) Actions upon Company Payment Request. Upon receipt from the Company of a
Company Payment Request pursuant to paragraph 4, Escrow Agent will immediately
(and in any event within one business day) give Acquiror notice of such
Company Payment Request. Escrow Agent will take the requested actions set
forth in such Company Payment Request on the second business day following
receipt of such Company Payment Request.
(d) Actions upon Company Surrender Request. Immediately upon receipt from
the Company of a Company Surrender Request pursuant to paragraph 4, Escrow
Agent will take the requested actions set forth in such Company Surrender
Request.
(e) Letter of Credit Waiver. Immediately upon receipt from the Company or
Acquiror of a Letter of Credit Waiver (as defined in the Merger Agreement),
Escrow Agent will surrender the Letter of Credit to the Issuing Bank for
cancellation, or if the Escrow Agent shall have already drawn on the Letter of
Credit pursuant to Section 2(b), pay the proceeds of the Letter of Credit to
Acquiror. Upon such surrender or payment, this Agreement will terminate.
6 Liability of Escrow Agent. Escrow Agent's duties and obligations under this
Agreement will be determined solely by the express provisions of this Agreement.
Escrow Agent will be under no obligation to refer to any documents other than
this Agreement and the instructions and requests delivered to Escrow Agent
hereunder. Escrow Agent will not have any duties or responsibilities except as
expressly provided in this Agreement. Escrow Agent will not be obligated to
recognize, and will not have any liability or responsibility arising under, any
agreement to which Escrow Agent is not a party, even though reference thereto
may be made herein. With respect to Escrow Agent's responsibility, the Company
and Acquiror further agree that:
A-VI-2
<PAGE>
(a) Escrow Agent will have no liability by reason of any error of judgment
or for any act done or step taken or omitted by Escrow Agent, or for any
mistake of fact or law or anything which Escrow Agent may do or refrain from
doing in Agent's gross negligence, bad faith or willful misconduct. Escrow
Agent may consult with counsel of its own choice (other than counsel for
Acquiror or the Company or any of their affiliates) and will have full and
complete authorization and protection for any action taken or suffered by
Escrow Agent hereunder in good faith and in accordance with the opinion of
such counsel. The reasonable costs of such counsel's services will be paid to
Escrow Agent in accordance with paragraph 7. The Company and Acquiror will
jointly indemnify and hold Escrow Agent harmless from and against any and all
liability and expense which may arise out of any action taken or omitted by
Escrow Agent in accordance with this Agreement, except for such liability and
expenses which results from Escrow Agent's gross negligence, bad faith or
willful misconduct.
(b) The Company or Acquiror may examine the Escrow Agent's records
pertaining to this Agreement at any time during normal business hours at
Escrow Agent's office upon 24 hours' prior notice.
(c) This Agreement is a personal one, Escrow Agent's duties hereunder being
only to the other parties hereto, their successors, permitted assigns and
legal representatives, and to no other Person.
(d) No succession to, or assignment of, the interest of Acquiror or the
Company will be binding upon the Escrow Agent unless and until written
evidence of such succession or assignment, in form satisfactory to Escrow
Agent, has been filed with and accepted by Escrow Agent.
(e) Escrow Agent may rely or act upon requests or instructions signed by the
proper parties or bearing a signature or signatures reasonably believed by
Escrow Agent to be genuine of the proper parties.
(f) In case any emergency held by Escrow Agent will be attached, garnished
or levied upon under a court order, or the delivery thereof will be stayed or
enjoined by a court order, or any writ, order, judgment or decree will be made
or entered by any court, or any order, judgment or decree will be made or
entered by any court affecting the property deposited under this Agreement or
any party thereof, Escrow Agent is hereby expressly authorized, in its sole
discretion, to obey and comply with all writs, orders, judgments or decrees so
entered or issued, whether or with or without jurisdiction, and in case Escrow
Agent obeys or complies with any such writ, order, judgment or decree, Escrow
Agent will not be liable to Acquiror or the Company or to any other Person by
reason of such compliance in connection with such litigation, and the Company
and Acquiror jointly and severally agree to pay to Escrow Agent on demand its
reasonable costs, attorneys' fees, charges, disbursements and expenses in
connection with such litigation.
(g) Subject to the terms of this paragraph 6(g), Escrow Agent reserves the
right to resign at any time by giving written notice of resignation to
Acquiror and the Company specifying the effective date thereof. Within 30 days
after receiving such notice, Acquiror and the Company jointly will appoint a
successor escrow agent to which Escrow Agent may distribute the property then
held hereunder, less Escrow Agent's accrued fees and reasonable costs and
expenses. Escrow Agent hereby agrees to use commercially reasonable efforts to
comply with the Issuing Bank's conditions for transfer of the Letter of Credit
to a successor escrow agent. If a successor escrow agent has not been
appointed or has not accepted such appointment by the end of such 30-day
period, Escrow Agent may apply to a court of competent jurisdiction for the
appointment of a successor escrow agent, and Acquiror and the Company will pay
the reasonable costs, expenses and attorneys' fees which are incurred in
connection with such proceeding. Notwithstanding the above, if a transfer of
the Letter of Credit is prohibited by this terms, or if the Letter of Credit
does not expressly permit a subsequent holder to draw on such Letter of
Credit, then Escrow Agent shall not deliver the Letter of Credit to the clerk
for any such court, but instead either (i) Acquiror shall arrange for the
replacement of such Letter of Credit with another Letter of Credit permitting
such transfer and permitting the subsequent holder to draw on the replacement
Letter of Credit in accordance with the terms hereof and as specified in the
replacement Letter of Credit (which shall be on the same terms and conditions
contained in the Letter of Credit), in which event the Escrow Agent may
deposit such replacement Letter of Credit with the clerk of any such court, or
(ii) the Escrow Agent shall draw on such non-transferable Letter of Credit and
deliver the proceeds to the clerk of such court.
A-VI-3
<PAGE>
(h) Escrow Agent does not have any interest in the escrow fund, but is
serving as escrow holder only and has possession thereof. If any payments of
income from the escrow fund will be subject to withholding regulations then in
force with respect to United States taxes, Acquiror and the Company agree to
provide Escrow Agent with appropriate forms for or with respect to such
withholder. This paragraph 6(h) and paragraphs 6(a), 6(f), 6(g) and 7 will
survive notwithstanding any termination of this Agreement or Escrow Agent's
resignation.
7 Compensation of Escrow Agent. Escrow Agent will be entitled to a reasonable
fee for services rendered and for reimbursement of extraordinary expenses
incurred in performance of its duties, which extraordinary expenses are not
included in said fee. Said fee and expenses will be divided equally between
Acquiror, on the one hand, and the Company, on the other hand.
8 Notices. All notices, requests, demands, claims and other communications
hereunder ("Notices") will be in writing, personally delivered or sent by
facsimile and addressed to the intended recipient as set forth below:
Notices to the Company:
Citicasters Inc.
Suite 600
One East Fourth Street
Cincinnati, Ohio 45202
Attention: Samuel J. Simon, Esq.
Phone: (513) 562-8019
Facsimile: (513) 562-8075
with a copy (which will not constitute notice to the Company) to:
Jones, Day, Reavis & Pogue
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
Attention: Lyle G. Ganske, Esq.
Phone: (216) 586-7264
Facsimile: (216) 579-0212
Notices to Acquiror:
Jacor Communications, Inc.
1300 PNC Center
201 East Fifth Street
Cincinnati, OH 45202
Attention: Mr. Randy Michaels
Phone: (513) 621-1300
Facsimile: (513) 621-0090
with a copy (which will not constitute notice to Acquiror) to:
Graydon, Head & Ritchey
1900 Fifth Third Center
511 Walnut Street
Cincinnati, Ohio 45202
Attention: Thomas W. Kahle
Phone: (513) 621-6464
Facsimile: (513) 651-3836
A-VI-4
<PAGE>
and to:
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, IL 60603-3441
Attention: Scott J. Davis, Esq.
Phone: (312) 701-7311
Facsimile: (312) 701-7711
Notices to Escrow Agent:
PNC Bank, Ohio, N.A.
201 East Fifth Street
Corporate Trust Department
Third Floor
Cincinnati, OH 45202
Attention: Jack Hannah
Phone: (513) 651-8385
Facsimile: (513) 651-7901
Any notices will be deemed to have been given pursuant to this Agreement when
personally delivered or sent by facsimile (electronically confirmed). Any party
may change the address to which Notices are to be delivered by giving the other
parties notice in the manner provided in this paragraph 8.
9 Binding Effect: Assignment. This Agreement and all of the provisions hereof
will be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
10 Severability. If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future laws effective during the term
of this Agreement, such provision will be fully severable; this Agreement will
be construed and enforced as if such illegal, invalid, or unenforceable
provision had never comprised a part of this Agreement; and the remaining
provisions of this Agreement will remain in full force and effect and will not
be affected by the illegal, invalid, or unenforceable provision or by its
severance from this Agreement.
11 No Strict Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction will be applied against any Person.
12 Headings. The headings used in this Agreement are for convenience of
reference only and do not constitute a part of this Agreement and will not be
deemed to limit, characterize or in any way affect any provision of this
Agreement, and all provisions of this Agreement will be enforced and construed
as if no heading had been used in this Agreement.
13 Counterparts. This Agreement may be executed in two or more counterparts,
any one of which need not contain the signatures of more than one Person, but
all such counterparts taken together will constitute one and the same
instrument.
14 Governing Law. This Agreement will be governed by and construed in
accordance with the domestic laws of the State of Ohio, without giving effect
to any choice of law or conflict of law provision (whether of the State of
Ohio or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Ohio.
15 Number. Each defined term used in this Agreement has a comparable meaning
used in its plural or singular form.
A-VI-5
<PAGE>
16 Including. Whenever the term "including" (whether or not that term is
followed by the word "but not limited to" or "without limitation" or words of
similar effect) is used in this Agreement in connection with a listing of items
within a particular classification, that listing will be interpreted to be
illustrative only and will not be interpreted as a limitation on, or exclusive
listing of, the items within that classification.
17 Termination. If the Letter of Credit (other than a Letter of Credit that
is replaced by a Replacement Letter of Credit) is cancelled pursuant to the
terms of this Agreement, then this Agreement will terminate. This Agreement
shall survive any termination of the Merger Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
JACOR COMMUNICATIONS, INC.
By: /s/ Randy Michaels
----------------------------------
Its: President
----------------------------------
CITICASTERS INC.
By: /s/ Samuel J. Simon
----------------------------------
Its: Senior Vice President
----------------------------------
PNC BANK, OHIO, N.A., as Escrow Agent
By: /s/ Jack C. Hannah
----------------------------------
Its: Bank Officer
----------------------------------
A-VI-6
<PAGE>
EXHIBIT A
[TO COME]
A-VI-7
<PAGE>
Exhibit 2.5
IRREVOCABLE LETTER OF CREDIT
BANQUE PARIBAS, CHICAGO BRANCH
No. 21388/96
March 13, 1996
PNC Bank, Ohio, N.A.
as Escrow Agent and beneficiary
under the Escrow Agreement dated
March 13, 1996 among the Escrow
Agent, Jacor Communications, Inc.
and Citicasters Inc.
201 East Fifth Street
Corporate Trust Department
Third Floor
Cincinnati, OH 45202
Ladies and Gentlemen:
At the request and on the instructions of our customer, Jacor
Communications, Inc. (the "Company"), Banque Paribas, acting through its Chicago
Branch (the "Bank") hereby establishes (subject to the limitations as
hereinafter set forth) in your favor, as Escrow Agent under the Escrow Agreement
referred to above (the "Escrow Agreement"), our irrevocable letter of credit No.
21388/96 (the "Letter of Credit"), in the amount of U.S. $75,000,000 (the
"Letter of Credit Amount"), effective immediately and expiring at the close of
business at the Chicago office of the Bank on June 3, 1997 (the "Stated
Termination Date") unless earlier terminated as set forth herein.
We hereby irrevocably authorize you to draw on us by presentation, in
accordance with the terms and conditions hereunder set forth, of this original
Letter of Credit together with your single demand for payment in
<PAGE>
the form of Annex A hereto (the "demand for payment") on your letterhead with
all blanks appropriately filled in and alternatives designated and signed by
your duly authorized officer, an aggregate amount not to exceed the Letter of
Credit Amount. Your right to draw funds hereunder shall terminate on the
earlier of (i) the Stated Termination Date or (ii) seven business days after
your receipt of written notice from us of the occurrence of an Event of Default
under the Letter of Credit and Reimbursement Agreement, dated as of March 13,
1996, between the Company and us or (iii) our honoring of the single demand for
payment, such earliest date being the "Expiration Date".
Subject to the foregoing and further provisions of this Letter of
Credit, funds under this Letter of Credit are available to you against your
presentation of this original Letter of Credit together with your demand for
payment which shall be made by hand delivery at the Chicago office of the Bank
located at 227 West Monroe Street, Suite 3300, Chicago, Illinois 60606, Attn:
Letter of Credit Department, or at such other place which may be designated by
the Bank by written notice delivered to you.
We hereby engage with you that to the extent of our liability as
provided herein, the single demand for payment made under and in compliance with
the terms of this Letter of Credit will be duly honored by us upon delivery of
this original Letter of Credit together with your demand for payment as
specified at the Bank's office not later than the Expiration Date. If such
demand for payment is made hereunder at or prior to 12:00 noon, Chicago time, on
a business day, and provided that such demand for payment and the documents
presented in connection therewith conform to the terms and conditions hereof,
payment shall be made of the amount specified in immediately available funds, no
later than 1:00 p.m., Chicago time, on the next succeeding business day. If
such demand for payment is received after 12:00 noon Chicago time, such demand
for payment shall be deemed to have been received at the opening of business at
the Chicago office of the Bank on the next succeeding business day. If a demand
for payment made by you hereunder does not, in any instance, conform to the
terms and conditions of this Letter of Credit, we shall give you prompt notice
that the demand for payment was not effect-
2
<PAGE>
ed in accordance with the terms and conditions of this Letter of Credit, stating
the reasons therefor and that we will upon your instructions hold any documents
at your disposal or return the same to you. Upon being notified that the demand
for payment was not effected in conformity with this Letter of Credit, you may
attempt to correct any such nonconforming demand for payment to the extent that
you are entitled to do so; provided, however, that so long as such nonconforming
demand for payment was presented at the Bank's Chicago office not later than the
Expiration Date, you shall have up to two (2) business days after the Expiration
Date to correct such nonconforming demand for payment.
Payment under this Letter of Credit shall be made by us by wire
transfer of immediately available funds, to PNC Bank, Ohio, N.A., A.B.A. No.
042-000-398, Acct. No. 105-1395, Ref: Jacor Communications, Attn: Jack Hannah,
Corporate Trust Department, Telephone: (513) 651-8385, Facsimile: (513) 651-
7901. Such account may be changed only by presentation to the Bank of a letter
specifying a different account with the Escrow Agent and executed by the Escrow
Agent. As used in this Letter of Credit "business day" shall mean any day on
which banks generally located in Chicago, Illinois and in the jurisdiction in
which the principal office of the Escrow Agent is located are not required or
authorized by law to remain closed.
Only the Escrow Agent may make a demand for payment under this Letter
of Credit. Upon payment as provided herein of the amount specified in the
demand for payment, we shall be fully discharged of our obligation under this
Letter of Credit and this Letter of Credit shall be retained by us for
cancellation.
The demand for payment hereunder shall not exceed the Letter of Credit
Amount.
This Letter of Credit shall be governed by and shall be deemed a
contract under and shall be construed in accordance with the laws of the State
of Illinois, including, without limitation, Article 5 of the Uniform Commercial
Code as in effect in the State of Illinois. Unless otherwise specified herein,
communications with respect to this Letter of Credit shall be in writing on your
letterhead and shall be directed to the Bank at 227
3
<PAGE>
West Monroe Street, Suite 3300, Chicago, Illinois 60606, Attn: Letter of Credit
Department, specifically referring thereon to this Letter of Credit by number.
You may transfer your rights under this Letter of Credit in their
entirety (but not in part) to any transferee who has succeeded to you as Escrow
Agent under the Escrow Agreement and such transferred rights may be successively
transferred. Transfer of your rights under this Letter of Credit to any such
transferee shall be effected upon the presentation to the Bank of this Letter of
Credit accompanied by a transfer letter in the form attached hereto as Annex B.
Upon such transfer, at the option of the Bank, this Letter of Credit shall be
returned and amended to reflect the new transferee.
4
<PAGE>
This Letter of Credit sets forth in full our undertaking, and such
undertaking shall not in any way be modified, amended, amplified or limited by
reference to any document, instrument or agreement referred to herein
(including, without limitation, the Escrow Agreement), except only the
certificates and letters referred to herein; and no such reference shall be
deemed to incorporate herein by reference any document, instrument or agreement.
Very truly yours,
BANQUE PARIBAS, CHICAGO BRANCH
By: /s/ Steven M. Heinen
-----------------------------
Name: Steven M. Heinen
Title: Vice President
By: /s/ Peter Toal
-----------------------------
Name: Peter Toal
Title: Regional General Manager
5
<PAGE>
ANNEX A TO
IRREVOCABLE LETTER OF CREDIT
BANQUE PARIBAS
NO. 21388/96
[LETTERHEAD OF ESCROW AGENT]
[DATE]
Banque Paribas, Chicago Branch
227 West Monroe Street
Suite 3300
Chicago, Illinois 60606
Attention: Letter of Credit Department
Re: Certificate and Demand for Payment
----------------------------------
Ladies Gentlemen:
PNC Bank, Ohio, N.A. (the "Escrow Agent") hereby certifies to Banque
Paribas, Chicago Branch, with reference to the Irrevocable Letter of Credit No.
21388/96 issued by the Bank, dated March 13, 1996 (the "Letter of Credit";
unless otherwise specified, capitalized terms contained herein are used as
defined or otherwise referenced in the Letter of Credit), that:
1. The Escrow Agent is the Escrow Agent or a successor escrow agent
under the Escrow Agreement.
2. The Escrow Agent is making a drawing under the Letter of Credit in
the amount of $75,000,000.
[Select one of the two alternate paragraph 3's]
6
<PAGE>
3. [The Escrow Agent has received written notice from Citicasters
Inc. that an Escrow-Surrender Event, as defined in the Escrow Agreement has
occurred (a copy of which notice is attached hereto) and the drawing hereunder
is required to be made pursuant to Section 4 of the Escrow Agreement.]
[or alternatively]
[The Letter of Credit will expire or terminate pursuant to its terms
on _________ and the drawing hereunder is required to be made pursuant to
Section 2 of the Escrow Agreement.]
4. The amount hereby demanded does not exceed the Letter of Credit
Amount.
5. Upon honoring of the demand for payment made hereby, the Letter of
Credit shall automatically terminate and no further amounts may be drawn
thereunder.
6. The proceeds of the drawing hereunder shall be applied by the
Escrow Agent in accordance with the Escrow Agreement.
7. In connection with honoring this drawing, the Bank shall retain
the original Letter of Credit presented with this demand for payment for
cancellation.
IN WITNESS WHEREOF, the Escrow Agent has executed and delivered this
Certificate by its duly authorized officer on the ___ day of __________, 19__.
PNC Bank, Ohio, N.A.,
as Escrow Agent
By____________________________
7
<PAGE>
ANNEX B TO
IRREVOCABLE LETTER OF CREDIT
BANQUE PARIBAS
NO. 21388/96
[LETTERHEAD OF ESCROW AGENT]
[DATE]
Banque Paribas, Chicago Branch
227 West Monroe Street
Suite 3300
Chicago, Illinois 60606
Attention: Letter of Credit Department
Re: Transfer of Irrevocable Letter of Credit No. 21388/96 dated March
13, 1996
Ladies and Gentlemen:
For value received, the undersigned beneficiary hereby irrevocably
transfers to:
-----------------------------
(Name of Transferee)
-----------------------------
(Address)
as successor Escrow Agent under the Escrow Agreement (as defined in the above-
referenced Letter of Credit) all rights of the undersigned beneficiary to draw
under the above-referenced Letter of Credit in its entirety.
8
<PAGE>
By this transfer, all rights of the undersigned beneficiary in such
Letter of Credit are transferred to the transferee and the transferee shall have
the sole rights as beneficiary thereof, including sole rights relating to any
amendments, whether increases or extensions, or other amendments and whether now
existing or hereafter made. All amendments are to be advised directly to the
transferee without necessity of any consent of or notice to the undersigned
beneficiary.
The original Letter of Credit (and any amendments thereto) is returned
herewith, and we ask you to endorse the transfer on the reference thereof, and
forward it directly to the transferee with your customary notice of transfer.
Very truly yours,
_________________________,
as Escrow Agent
By______________________________
9
<PAGE>
EXHIBIT 2.6
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT
by and between
JACOR COMMUNICATIONS, INC.
and
BANQUE PARIBAS
Dated as of March 13, 1996
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Section Title Page
- ------- ----- -----
<S> <C> <C>
Section 1. DEFINITIONS...................................... 1
1.1 Defined Terms............................... 1
1.2 Use of Defined Terms in
Other Documents............................ 5
Section 2. TERMS OF THE LETTER OF CREDIT.................... 5
2.1 Issuance of Letter of Credit;
Termination of Letter of Credit............ 5
2.2 Repayment of Drawings....................... 5
2.3 Fees........................................ 7
2.4 Liability of Bank........................... 7
2.5 Liability of the Company.................... 8
2.6 Change In Circumstances..................... 9
2.7 Taxes....................................... 11
2.8 Availability of Rate Options................ 13
2.9 Funding Indemnification..................... 14
2.10 Manner and Place of Payments;
Interest Calculation;
Overdue Amounts............................ 14
2.11 L/C Providers............................... 15
Section 3. REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.......................................... 15
Section 4. CONDITIONS PRECEDENT TO ISSUANCE OF
THE LETTER OF CREDIT............................. 17
4.1 Date of Issuance............................ 17
Section 5. COVENANTS OF THE COMPANY......................... 18
5.1 Affirmative Covenants....................... 19
Section 6. EVENTS OF DEFAULT................................ 20
Section 7. MISCELLANEOUS.................................... 21
7.1 Amendments, Etc............................. 21
7.2 Addresses for Notices....................... 21
7.3 No Waiver; Remedies......................... 22
7.4 Indemnification............................. 22
7.5 Successors and Assigns...................... 24
7.6 Fees and Expenses........................... 24
7.7 Severability................................ 25
7.8 Right of Set-Off............................ 25
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
Section Title Page
- ------- ----- -----
<S> <C> <C>
7.9 Governing Law............................... 25
7.10 Headings................................... 25
7.11 Counterparts............................... 25
7.12 Termination................................ 25
</TABLE>
ii
<PAGE>
This LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (this "Agreement"),
dated as of March 13, 1996, is by and between JACOR COMMUNICATIONS, INC. (the
"Company"), a corporation organized under the laws of the State of Ohio, and
BANQUE PARIBAS, a banking corporation organized under the laws of France (the
"Bank").
PRELIMINARY STATEMENT
---------------------
The Company and Citicasters Inc. ("Citicasters"), a corporation
organized under the laws of Florida, have entered into an Agreement and Plan of
Merger, dated February 12, 1996, pursuant to which JCAC, Inc., a wholly-owned
subsidiary of the Company will be merged with and into Citicasters (the "Merger
Agreement"). In connection with and as required by the Merger Agreement, the
Company has requested that the Bank issue an irrevocable letter of credit in
substantially the form of Exhibit A hereto (together with any amendments or
supplements thereto, the "Letter of Credit") in order to provide funds as
contemplated thereunder. The Bank is prepared to issue the Letter of Credit
pursuant to and upon the terms and conditions stated in this Agreement.
All obligations of the Company to reimburse the Bank for payments made
by the Bank under the Letter of Credit and to pay all other amounts payable to
the Bank arising under or pursuant to this Agreement (all such obligations being
hereinafter collectively referred to as the "Reimbursement Obligations") are
created under and will be evidenced by this Agreement and will be secured by a
pledge and assignment of the Collateral to the extent provided in the Credit
Agreement and the Collateral Documents, all as hereinafter defined.
Section 1. DEFINITIONS
1.1 Defined Terms. Capitalized terms used herein and not otherwise
defined are used as defined in the Credit Agreement as in effect on the date
hereof. As used herein the following terms shall have the following meanings,
unless the context otherwise requires and such meanings shall be equally
applicable to both singular and plural forms of the terms herein defined.
<PAGE>
"Agreement" shall mean this Letter of Credit and Reimbursement
Agreement, as the same may from time to time be amended, supplemented or
otherwise modified in accordance with its terms.
"Applicable Eurodollar Rate Margin" shall mean, for the period from
the date of the Letter of Credit Advance is made to the date which is three
months thereafter 4.0% per annum, plus for every three months thereafter the
margin shall increase by .25% per annum (i.e. at three months the applicable
margin shall increase to 4.25% per annum, at six months 4.50% per annum, etc.)
until the Letter of Credit Advance is paid in full.
"Applicable Floating Rate Margin" shall mean (regardless of when the
Letter of Credit Advance bears interest at the Base Rate), for the period from
the date the Letter of Credit Advance is made to the date which is three months
thereafter 2.75% per annum, plus for every three months thereafter the margin
shall increase by .25% per annum (i.e. at three months the applicable margin
shall increase to 3.0% per annum, at six months 3.25% per annum, etc.) until the
Letter of Credit Advance is paid in full.
"Available Commitment" shall mean $75,000,000.
"Bank Rate" shall mean a fluctuating rate of interest per annum equal
to the Eurodollar Rate plus the Applicable Eurodollar Rate Margin.
"Base Rate" shall have the meaning as set forth in the Credit
Agreement.
"Business Day" shall mean a day other than (a) Saturday, (b) Sunday,
(c) a day on which banks located in New York City or Chicago are required or
authorized by law to remain closed, or (d) a day on which The New York Stock
Exchange is closed.
"Collateral" shall have the meaning as set forth in the Credit
Agreement.
"Collateral Documents" shall have the meaning as set forth in the
Credit Agreement.
2
<PAGE>
"Credit Agreement" shall mean the Credit Agreement among the Company,
the Bank, the First National Bank of Boston, Bank of America Illinois and the
Banks (as defined therein), dated February 20, 1996. References herein to the
Credit Agreement shall mean such agreements in force as of the Date of Issuance
and such references shall continue in effect notwithstanding the termination of
such agreement.
"Date of Issuance" shall mean the date on which the Letter of Credit
is issued.
"Default" shall mean any Event of Default and any event, condition or
occurrence which with the passage of time or the giving of notice, or both, or
with the satisfaction of any other condition, would become an Event of Default.
"Demand for Payment" shall mean the single demand for payment under
the Letter of Credit accompanied by a certificate in the form of Annex A to the
Letter of Credit.
"Documents" shall mean this Agreement, the Letter of Credit, the
Escrow Agreement, the Credit Agreement, the Collateral Documents and all
agreements, instruments, financing statements and certificates delivered in
connection therewith or contemplated thereby. References herein to the
Documents shall mean such agreements in force as of the Date of Issuance and
such references shall continue in effect, notwithstanding the termination of any
such agreement.
"Escrow Agent" shall mean the bank designated pursuant to the Escrow
Agreement to serve as escrow agent, and any successors designated pursuant to
the Escrow Agreement and approved by the Bank. The initial Escrow Agent shall
be PNC Bank, Ohio, N.A.
"Escrow Agreement" shall mean the Escrow Agreement by and among the
Company, Citicasters, and the Escrow Agent with respect to the Escrow Agent's
responsibilities as escrow agent with respect to the Letter of Credit, dated as
of March 13, 1996.
"Eurodollar Base Rate" shall mean the rate determined by the Bank to
be the rate at which deposits
3
<PAGE>
in United States dollars are offered by the Bank to first-class banks in the
interbank Eurodollar market at approximately 11:00 a.m. two Business Days prior
to the first day of the relevant Interest Period.
"Eurodollar Rate" shall mean, with respect to a Letter of Credit
Advance for the relevant Interest Period, the quotient obtained by taking (a)
the Eurodollar Base Rate applicable to that Interest Period, divided by (b) one
minus the Reserve Requirement (expressed as a decimal) applicable to that
Interest Period.
"Event of Default" shall mean any event specified in Section 6 of this
Agreement, provided that any requirement for notice, lapse of time, or both, or
any other condition to such an event becoming an "Event of Default" thereunder
has been satisfied.
"Expiration Date" shall have the meaning as set forth in the Letter
of Credit.
"Interest Period" shall have the meaning as set forth in Section
2.2(b).
"Letter of Credit" shall mean the irrevocable letter of credit to be
issued by the Bank pursuant hereto for the account of the Company, which shall
be in substantially the form of Exhibit A to this Agreement.
"Letter of Credit Advance" shall mean the amount advanced by the Bank
under the Letter of Credit.
"Letter of Credit Amount" shall have the meaning as set forth in the
Letter of Credit as the amount available to be drawn thereunder.
"Letter of Credit Fees" shall mean the fees payable under subsection
2.3(a) hereof.
"Maturity Date" shall mean December 31, 1997.
"Participant" shall mean the Bank or any entity to which any
Participant has granted a participation in the Letter of Credit, provided,
however, any such participant shall take such participation subject to the terms
of this Agreement.
4
<PAGE>
"Person" shall mean any individual, partnership, firm, corporation,
association, joint venture, trust or other entity, or any government (or
political subdivision or agency, department or instrumentality thereof).
"Reimbursement Obligations" shall mean all amounts payable to the Bank
or any Participant hereunder.
"Reserve Requirement" shall mean, with respect to an Interest Period,
the maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on eurocurrency
liabilities.
"Stated Termination Date" shall mean June 3, 1997.
"Taxes" shall have the meaning as set forth in the Credit Agreement.
1.2 Use of Defined Terms in Other Documents. Terms which are defined
in this Agreement or in the Credit Agreement shall have such defined meanings
when used in any document, certificate, report or agreement furnished from time
to time in connection with this Agreement unless the context otherwise requires.
Unless otherwise specified, all times herein shall mean Chicago, Illinois time.
Section 2. TERMS OF THE LETTER OF CREDIT
2.1 Issuance of Letter of Credit; Termination of Letter of Credit.
The Bank agrees, on the terms and subject to the conditions hereinafter set
forth, to issue for the account of the Company and for the benefit of the Escrow
Agent the Letter of Credit (substantially in the form of Exhibit A hereto),
dated the Date of Issuance and completed in accordance with such form and the
terms of this subsection 2.1. The Letter of Credit Amount under the Letter of
Credit on the Date of Issuance shall be $75,000,000. The Letter of Credit shall
terminate on the Expiration Date.
2.2 Repayment of Drawings. (a) The Company agrees to reimburse the
Bank, at the times, in the manner
5
<PAGE>
and otherwise in accordance with the terms of this Agreement, for all amounts
drawn under the Letter of Credit in connection with the Demand for Payment and
to pay all other Reimbursement Obligations together with interest thereon,
pursuant to the terms hereof.
The Company agrees to pay, or cause to be paid, to the Bank on the
Maturity Date, an amount equal to the amount disbursed by the Bank pursuant to
the Letter of Credit, plus interest which shall accrue and be payable for each
Interest Period, on the amount so disbursed by the Bank at the Bank Rate from
and including the date of such disbursement to but not including the date the
Bank is reimbursed in full subject to the provisions of Section 2.8 in which
case such amounts will bear interest at the Base Rate plus the Applicable
Floating Rate Margin. Interest shall be payable hereunder on the last day of
each Interest Period and, in the case of an Interest Period of six months, on
the date occurring three months from the first day of such Interest Period and
on the Maturity Date.
(b) The Company shall, in respect of the making of a Letter of
Credit Advance, select the interest period (the "Interest Period") applicable to
such Letter of Credit Advance, which Interest Period shall, at the option of the
Company, be either a one-month, two-month, three-month or six-month period,
provided that:
(i) the initial Interest Period for any Letter of Credit Advance
shall commence on the date of the making of such Letter of Credit Advance
and each Interest Period occurring thereafter in respect of such Letter of
Credit Advance shall commence on the date on which the next preceding
Interest Period expires;
(ii) if any Interest Period would otherwise expire on a day
which is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day, provided, however, that if any Interest Period
would otherwise expire on a day which is not a Business Day but is a day of
the month after which no further Business Day occurs in such month,
6
<PAGE>
such Interest Period shall expire on the next preceding Business Day;
(iii) if any Interest Period begins on a day for which there is
no numerically corresponding day in the calendar month at the end of such
Interest Period, such Interest Period shall end on the last Business Day of
such calendar month; and
(iv) no Interest Period in respect of the Letter of Credit
Advance shall extend beyond the Maturity Date.
(c) The Company shall give the Bank, not later than the third
Business Day prior to the end of each Interest Period, written notice of its
designation of the next succeeding Interest Period. In the event the Bank fails
to receive such notice, the next succeeding Interest Period shall be for one
month.
2.3 Fees.
(a) Reference is hereby made to that certain letter dated March 13,
1996 (the "Fee Letter"), from the Bank to the Company (as amended or
supplemented from time to time) regarding the agreement as to certain fees
payable by the Company to the Bank (the "Letter of Credit Fees"), the provisions
of which letter are incorporated herein by reference. Any reference herein or
in any other document to fees and/or other amounts or obligations payable under
this Agreement shall include without limitation all fees and other amounts
payable pursuant to the aforementioned letter concerning Letter of Credit Fees
and any reference to this Agreement shall be deemed to include reference to said
letter.
2.4 Liability of Bank. Neither the Bank nor any of their officers or
directors shall be liable or responsible for (a) the use which may be made of
the Letter of Credit or for any acts, omissions, errors, interruptions, delays
in transmission, dispatch or delivery of any message or advice, however
transmitted, of the Bank in connection with the Letter of Credit; (b) any
action, inaction or omission which may be taken by the Bank in connection with
the Letter of Credit; (c) the validity, sufficiency or genuineness of documents,
or of
7
<PAGE>
any endorsements thereon, even if such documents should in fact prove to be in
any or all respects invalid, insufficient, fraudulent or forged; (d) payment by
the Bank against presentation of documents which do not comply with the terms of
the Letter of Credit, including failure of any documents to bear any reference
or adequate reference to the Letter of Credit; or (e) any other circumstances
whatsoever in making or failing to make payment under the Letter of Credit,
except only that the Company shall have a claim against the Bank for acts or
events described in the immediately preceding clauses (a) through (d), and the
Bank shall be liable to the Company, to the extent, but only to the extent, of
any direct, as opposed to consequential, damages suffered by it which the
Company proves were caused by (i) the Bank's willful misconduct or gross
negligence in determining whether documents presented under the Letter of Credit
comply with the terms of the Letter of Credit or (ii) the Bank's willful failure
or gross negligence in failing to pay under the Letter of Credit after the
presentation to it by the Escrow Agent of a certificate strictly complying with
the terms and conditions of the Letter of Credit. The Company further agrees
that any action taken or omitted by the Bank under or in connection with the
Letter of Credit or the related draft or documents, if done without gross
negligence, shall be effective against the Company as to the rights, duties and
obligations of the Bank and shall not place the Bank under any liability to the
Company. In furtherance and not in limitation of the foregoing, the Bank may
accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary; provided that if the Bank shall receive written
notification from the Company and the Escrow Agent that sufficiently conforming
(in the opinion of the Bank) documents presented to the Bank are not to be
honored, the Bank agrees that they will not honor such documents; provided,
further, however, that the Company hereby acknowledges that such dishonor by the
Bank shall constitute a circumstance that the Bank may seek indemnification for
under Section 7.4. The foregoing is not intended to limit the liability of the
Bank under the Letter of Credit.
2.5 Liability of the Company. The Company and the Bank agree that
the obligation of the Company to pay the Reimbursement Obligations are
contractual obligations
8
<PAGE>
of the Company and shall be fulfilled strictly in accordance with this Agreement
and the Credit Agreement, and shall not be affected by, and the Bank shall not
be responsible for, among other things, (i) the validity, genuineness or
enforceability of the Credit Agreement, the collateral security created
thereunder, any other documents, notices or endorsements relating thereto (even
if such documents, notices or endorsements relating thereto should in fact prove
to be in any and all respects invalid, fraudulent or forged), (ii) any dispute
between or among the Company or the Escrow Agent, or any claims whatsoever of
the Company against the Escrow Agent, or (iii) any other circumstances or
happenings whatsoever, whether or not similar to any of the foregoing.
2.6 Change In Circumstances.
(a) If any law or any governmental rule, regulation, policy,
guideline or directive (whether or not having the force of law), or any
regulatory interpretation thereof, or compliance of the Bank or any Participant
with such (which has been adopted or changed after the date hereof),
(i) imposes or increases or deems applicable any reserve,
assessment, insurance charge, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended
by, the Bank or any Participant (other than reserves and assessments taken
into account in determining the interest rate applicable to any loan) or in
maintaining the Letter of Credit, or
(ii) imposes any other condition the result of which is to
increase the cost to the Bank or any Participant of making, funding or
maintaining any loan or the Letter of Credit or reduces any amount
receivable by the Bank in connection with any such loan, or requires the
Bank or any Participant to make any payment calculated by reference to the
amount of any loan made or interest received by it, by an amount deemed
material by the Bank or any Participant, or
9
<PAGE>
(iii) affects the amount of capital required or expected to be
maintained by the Bank or any Participant and the Bank or any Participant
determines the amount of capital required is increased by or based upon the
existence of this Agreement or the Letter of Credit,
and the result of any of the foregoing is to increase the cost to the Bank or
any Participant of agreeing to issue, issuing, making any payment under or
maintaining this Agreement and the Letter of Credit, or to reduce the amount of
any payment (whether of principal, interest or otherwise) receivable by the Bank
or any Participant or to require the Bank or any Participant to make any payment
on or calculated by reference to the gross amount of any sum received by it, in
each case by an amount which the Bank or such Participant in its reasonable
judgment deems material, then:
(1) the Bank or such Participant shall, upon making a determination to
impose increased costs as a result of the occurrence of any of the foregoing,
notify the Bank in writing who shall thereupon notify the Company of such
determination in writing;
(2) after giving notice of such determination, the Bank or such
Participant shall also as promptly as practicable deliver to the Bank (who shall
thereupon deliver such certificate to the Company) a certificate stating the
change which has occurred or the reserve requirements or other costs or
conditions which have been imposed on the Bank or such Participant or the
request, direction or requirement with which it has complied together with the
date thereof, the amount of such increased cost, reduction or payment and the
way in which such amount has been calculated, including a reasonably detailed
calculation and the Bank or such Participants' determination of such amounts,
absent fraud or manifest error, shall be conclusive; and
(3) the Company shall pay to the Bank for the account of the Bank or
Participant, from time to time as specified by the Bank or such Participant but
not earlier than 30 days after notice and demand to the Company, such an amount
or amounts as will compensate the Bank or such Participant for such additional
cost, reduc-
10
<PAGE>
tion or payment, together with interest on such amount from, but including, the
day specified by such Bank or such Participant for payment at the Bank Rate.
(b) The protections of this Section shall be available to the Bank
and the Participants regardless of any possible contention of invalidity or
inapplicability of the law, regulation or condition which has been imposed;
provided, however, that if it shall be later determined that any amount so paid
by the Company pursuant to this Section is in excess of the amount payable under
the provisions hereof, the Bank or such Participant, as the case may be, shall
refund such excess amount to the Company as soon as practicable; provided
further, however, if such excess amount is not refunded as of the thirtieth day
following actual notice by the Bank or a Participant of such excess amount then
due, such amount owing to the Company shall earn interest at the Bank Rate until
paid in full.
(c) Notwithstanding anything in this Section to the contrary, if such
costs are to be incurred on a continuing basis and the Bank or a Participant
shall notify the Company in writing as to the amount thereof, such costs shall
be paid by the Company monthly in arrears.
2.7 Taxes.
(a) Except as required by law, all payments made by the Company under
this Agreement shall be made free and clear of, and without reduction for or on
account of, any present or future taxes, levies, imposts, duties, charges, fees,
deductions, or withholdings, imposed, levied, collected, withheld or assessed by
any Governmental Authority after the Date of Issuance as a result of the
adoption of or any change in any law, treaty, rule, regulation, guideline or
determination of such Governmental Authority, but excluding net income,
franchise and branch profits taxes, imposed on the Bank or a Participant by (i)
the United States of America or any taxing authority thereof or therein or (ii)
the jurisdiction under the laws of which the Bank or any Participant is
organized or in which it has its principal office or is managed and controlled
or any political subdivision or taxing authority thereof or therein. If any
Taxes are required to be withheld from any amounts payable to the
11
<PAGE>
Bank or any Participant the amounts so payable to the Bank or any such
Participant shall be increased to the extent necessary to yield to the Bank or
any such Participant (after payment of all Taxes, including Taxes attributable
to such increase, and free and clear of all liability, including, without
limitation, interest and penalties, in respect of such Taxes) interest or any
such other amounts payable hereunder at the rates or in the amounts specified in
this Agreement. Whenever any Taxes are payable by the Company, as promptly as
possible thereafter, the Company shall pay such Taxes. If the Company fails to
pay Taxes when due to the appropriate taxing authority the Company shall
indemnify the Bank or any Participant for any incremental Taxes, interest or
penalties that may become payable by the Bank or any such Participant as a
result of any such failure together with any expenses payable by the Bank or any
such Participant in connection therewith. If the Company is required to make
any additional payment to the Bank or any Participant pursuant to this Section
2.7, and the Bank or any such Participant receives, or is entitled to receive, a
credit against or relief or remission for, or repayment of, any tax paid or
payable by it in respect of, or calculated with reference to the Taxes giving
rise to such payment, the Bank or any such Participant shall, within a
reasonable time of the earlier of the date that it receives or is entitled to
receive such credit, relief, remission or repayment, use its reasonable efforts
to reimburse the Company the amount of any such credit, relief, remission or
repayment to the extent not inconsistent with the Banks' or any such
Participants' internal policies.
(b) Prior to or at the Date of Issuance, (i) the Bank and each
Participant shall deliver to the Company two duly completed copies of the United
States Internal Revenue Service Form 1001 or 4224 or successor applicable form,
as the case may be, certifying in each case that the Bank and each Participant
are entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, and (ii) the Bank and
each Participant will deliver to the Company an Internal Revenue Service Form W-
8 or W-9 or successor applicable form, as the case may be, to establish an
exemption from United States backup withholding tax. The Bank and each
Participant further undertake, if requested by the Company, to deliver to the
12
<PAGE>
Company two further copies of said statement or Form 1001 or 4224 and Form W-8
or W-9, or successor applicable forms, or other manner of certification, as the
case may be, on or before the date that any such statement or form expires or
becomes obsolete or after the occurrence of any event requiring a change in the
most recent statement or form previously delivered by it to the Company, and
such extension or renewals thereof as may reasonably be requested by the
Company, certifying in the case of a Form 1001 or 4224 that the Bank and each
Participant are entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes, unless in
any such case any change in treaty, law or regulation has occurred prior to the
date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent the Bank or any Participant from
duly completing and delivering any such statement or form with respect to it and
the Bank and each Participant advise the Company that it is not capable of
receiving payments without any deduction or withholding of United States federal
income tax and, in the case of a Form W-8 or W-9, establishing an exemption from
United States backup withholding tax. The Company shall not be required to pay
any increased amount on account of Taxes pursuant to this Section 2.7 to the
Bank or any Participant that fails to furnish any form or statement that it was
required to furnish in accordance with this Section 2.7, and, to the extent
required by law, the Company shall be entitled to deduct Taxes from the payments
owed to the Bank or any of the Participants.
2.8 Availability of Rate Options. If the Bank or any Participant
determines that maintenance of its Letter of Credit Advance at a suitable
Lending Office would violate any applicable law, rule, regulation, or directive,
whether or not having the force of law, or determines that (i) deposits of a
type and maturity appropriate to match fund any Letter of Credit Advance are not
available or (ii) the Eurodollar Rate portion of the Bank Rate does not
accurately reflect the cost of making or maintaining any Letter of Credit
Advance, then (unless such unavailability or inaccuracy results solely from a
deterioration in the creditworthiness of the Bank or such Participant subsequent
to the date hereof) the Bank or any such Participant shall suspend the
availability of Bank Rate from the Bank or any such Participant
13
<PAGE>
and require the interest rate applicable to any Letter of Credit Advance by the
Bank or any such Participant then outstanding to be changed to the Base Rate
plus the Applicable Floating Rate Margin.
2.9 Funding Indemnification. If any payment in respect of any Letter
of Credit Advance occurs on a date which is not the last day of the applicable
Interest Period, whether because of prepayment or otherwise, the Company will
indemnify the Bank and any Participant for any loss or cost incurred by it
resulting therefrom upon request by the Bank or any such Participant accompanied
by a certificate complying with Section 2.6(a)(iii)(2).
2.10 Manner and Place of Payments; Interest Calculation; Overdue
Amounts.
(a) All payments by the Company under this Agreement shall be made to
the Bank in lawful money of the United States and in immediately available funds
to Bankers Trust, New York ABA No. 02100-1033, Credit to Banque Paribas, New
York, Account No. 04202195, with further credit to Banque Paribas, Chicago
Branch, Reference: Jacor, Attention: Letter of Credit Department, or to such
other account as Banque Paribas may from time to time designate in writing to
the Company (the "Payment Account").
(b) All payments by the Company hereunder shall be made to the Bank
not later than 1:00 p.m., New York City time, to its Payment Account. If any
payment hereunder becomes due and payable on a day other than a Business Day,
such payment shall be extended to the next succeeding Business Day.
(c) Except as may be otherwise provided, interest and fees payable
hereunder shall be calculated on the basis of a year of 360 days based on the
actual number of days elapsed.
(d) Whenever a payment is due to the Bank under this Agreement, the
Company shall be deemed to have made such payment at the time such payment is
actually received by the Bank.
14
<PAGE>
(e) All overdue amounts under this Agreement, shall bear interest
at the Bank Rate from the date such amount comes due until paid in full.
2.11 L/C Providers. The parties hereby agree that the Bank and each
of the Participants are L/C Providers at such term is used in the Credit
Agreement and the other Documents. In addition, the parties hereby acknowledges
that the Bank shall be entitled to act as Agent for the L/C Providers under all
of the Documents including the Collateral Documents as contemplated therein.
Section 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
In order to induce the Bank to enter into this Agreement and issue the
Letter of Credit, the Company represents and warrants as of the Date of
Issuance, with respect to itself, this Agreement and certain matters as follows:
(a) Power and Authority. The Company has and had full power, right
and authority to enter into and deliver this Agreement and any and all of the
Documents required to be executed, adopted or delivered pursuant to or in
connection herewith or therewith and to perform each and all of the matters and
things herein and therein provided for.
(b) The execution and delivery by the Company of the Documents to
which it is a party, and the performance of its obligations thereunder, have
been duly authorized by necessary corporate proceedings, and the Documents to
which it is a party constitute legal, valid and binding obligations of the
Company enforceable against the Company in accordance with their terms, except
as enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity.
(c) Approvals. The Company has taken all requisite action to
authorize or approve, as appropriate, the execution or adoption, issuance and
delivery of, and the performance of its obligations under, this Agreement and
any and all of the Documents required to be executed,
15
<PAGE>
adopted or delivered pursuant to or in connection herewith or therewith.
(d) Contravention. The execution or adoption, delivery and
performance by the Company of its obligations under this Agreement and any and
all of the Documents required to be executed in connection herewith or
therewith, were and are within the powers of the Company and will not violate
any provision of any applicable law, regulation, decree or governmental
authorization, and will not violate or cause a default under any provision of
any contract, agreement, mortgage, indenture or other undertaking to which it is
a party or which is binding upon it or any of its property or assets, and will
not result in the imposition or creation of any lien, charge, or encumbrance
upon or invalidate or adversely impact in any way the Collateral all as provided
in the Credit Agreement pursuant to the provisions of any such contract,
agreement, mortgage, indenture or undertaking.
(e) Compliance; No Breach. The Company is in compliance with the
terms and conditions of this Agreement and the other Documents and no breach of
the terms hereof has occurred and is continuing, and no event, act or omission
has occurred and is continuing which, with the lapse of time, the giving of
notice, or both, would constitute a breach of the terms hereof or thereof.
(f) Disclosure. Neither this Agreement nor any other Document,
certificate or statement (including the unaudited financial statements of the
Company and the projections of revenues and receipts and cash flows of the
Company) furnished to the Bank by or on behalf of the Company in connection with
the transactions contemplated hereby or thereby contains any untrue statement of
any material fact or omits to state any material fact necessary so as to make
the statements contained herein or therein, in light of the circumstances under
which they were made, not misleading.
(g) Consents. The Company hereby represents that it has obtained all
approvals and consents under the Credit Agreement required for the execution,
delivery and performance of the Documents.
16
<PAGE>
(h) Incorporation of Representations and Warranties by Reference.
The Company hereby makes to the Bank and each Participant the same
representations and warranties made by the Company in the Credit Agreement and
the other Documents (other than those representations and warranties which speak
as of a date different than the Date of Issuance, which the Company hereby
represents and warrants are true and correct as of the date such representations
speak), which representations and warranties, as well as the related defined
terms contained therein, are hereby incorporated by reference for the benefit of
the Bank and each Participant with the same effect as if each and every such
representation and warranty and defined term were set forth herein in its
entirety. No amendment to such representations and warranties or defined terms
or termination of the Credit Agreement shall be effective to amend such
representations and warranties and defined terms as incorporated by reference
herein or terminate the same, as the case may be, without the prior written
consent of the Bank.
Section 4. CONDITIONS PRECEDENT TO ISSUANCE OF THE LETTER OF CREDIT
4.1 Date of Issuance. The obligation of the Bank to issue the Letter
of Credit shall be subject to the fulfillment of the following conditions
precedent on or before the Date of Issuance, in a manner satisfactory to the
Bank and its counsel:
(a) The Bank shall have received an opinion from counsel to the
Company dated the Date of Issuance in form satisfactory to the Bank and
its counsel.
(b) The Bank shall have received an executed original or copy of
each of the Documents and certified copies of all other documents and
certificates delivered in connection therewith;
(c) The Bank shall have received (i) a certificate of the
Company dated the Date of Issuance certifying the names and true signatures
of the officers of the Company authorized to execute, on behalf of the
Company, this Agreement, and (ii) a certified copy of the
17
<PAGE>
resolutions of the Company authorizing the execution and delivery of this
Agreement;
(d) (i) The representations and warranties set forth in Section
3 of this Agreement, the Credit Agreement and in the Collateral Documents
shall be true and correct in all material respects as of the Date of
Issuance other than those representations and warranties which speak as of
a different date (which shall be true and correct as of such different
date); (ii) no material adverse change shall have occurred in the condition
(financial or otherwise) of the Company between the date of the Company's
most recent audited financial statements and the Date of Issuance, and on
or prior to the Date of Issuance, no transactions or obligations having a
material adverse effect on the financial condition or operations of the
Company shall have been entered into by the Company subsequent to the date
of the Company's most recent audited financial statements; (iii) on the
Date of Issuance no Event of Default, and no event, act or omission which
with notice, lapse of time or both would constitute an Event of Default,
shall have occurred and be continuing; and (iv) the Company shall have
delivered to the Bank a certificate, to the effect of the immediately
preceding clauses (i) through (iii), which certificate shall be dated the
Date of Issuance;
(e) All other legal matters pertaining to the execution and
delivery of this Agreement shall be reasonably satisfactory to the Bank and
its counsel;
(f) The Company shall have made payment of all Letter of Credit
Fees due on the Date of Issuance under Section 2.3(a) and 7.6; and
(g) The Bank shall have received such other documents,
certificates, opinions, approvals and filings with respect to this
Agreement as the Bank may reasonably request.
Section 5. COVENANTS OF THE COMPANY
So long as the Letter of Credit is outstanding and until all
Reimbursement Obligations shall have been paid in full, the Company shall do the
following:
18
<PAGE>
5.1 Affirmative Covenants.
(a) Compliance with Documents. The Company agrees that it will
perform and comply with each and every covenant and agreement required to be
performed or observed by it in the Credit Agreement and the other Documents,
which provisions, as well as related defined terms contained therein, are hereby
incorporated by reference herein with the same effect as if each and every such
provision were set forth herein in its entirety all of which shall be deemed to
be made for the benefit of the Bank and each Participant and shall be
enforceable against the Company. To the extent that any such incorporated
provision permits any party thereto to waive compliance with such provision or
requires that a document, opinion or other instrument or any event or condition
be acceptable or satisfactory to any party thereto, for purposes of this
Agreement such provision shall not be complied with only if it is specifically
waived by the Bank in writing and such document, opinion or other instrument and
such event or condition shall be acceptable or satisfactory only if it is
acceptable or satisfactory to the Bank which shall only be evidenced by the
Bank's written approval of the same. No termination or amendment to such
covenants and agreements or defined terms or release of the Company with respect
thereto made pursuant to the Credit Agreement and the other Documents shall be
effective to terminate or amend such covenants and agreements and defined terms
or release of the Company with respect thereto as incorporated by reference
herein without the prior written consent of the Bank. Notwithstanding any
termination or expiration of any such Document, the Company shall continue to
observe the covenants therein contained for the benefit of the Bank and the
Participants until the termination of this Agreement. All such incorporated
covenants shall be in addition to the express covenants contained herein and
shall not be limited by the express covenants contained herein nor shall such
incorporated covenants be a limitation on the express covenants contained
herein.
(b) Further Assurances. From time to time hereafter, the Company
will execute and deliver such additional instruments, certificates or documents,
and will take all such actions as the Bank and the Participants may reasonably
request for the purposes of implementing or effectuating the provisions of this
Agreement
19
<PAGE>
for the purpose of more fully perfecting or renewing the Bank and the
Participants' rights with respect to the rights, properties or assets subject to
such documents (or with respect to any additions thereto or replacements or
proceeds thereof or with respect to any other property or assets hereafter
acquired by the Company which may be deemed to be a part thereof) pursuant
hereto or thereto. Upon the exercise by the Bank or any Participant of any
power, right, privilege or remedy pursuant to this Agreement which requires any
consent, approval, registration, qualification or authorization of any
governmental authority or instrumentality, the Company will, to the extent
permitted by law, execute and deliver all necessary applications,
certifications, instruments and other documents and papers that the Bank or any
of the Participants may be required to obtain for such governmental consent,
approval, registration, qualification or authorization.
Section 6. EVENTS OF DEFAULT
If any of the following Events of Default shall occur and be
continuing:
(a) The Company shall fail to pay, or cause to be paid, when due
any Reimbursement Obligation; or
(b) A "default" shall occur and be continuing under the Credit
Agreement or any of the other Documents (regardless of whether or not such
agreement shall have been terminated and regardless of whether or not such
default shall have been waived under any such agreement); or
(c) The Company shall default in the performance of any other
covenant or agreement contained in this Agreement and such default shall
continue for 7 days after written notice of such default shall have been given
to the Company by the Bank; or
(d) Any representation or warranty on the part of the Company
contained or incorporated in this Agreement, shall at any time prove to have
been incorrect in any material respect when made or when effective or when
reaffirmed, as the case may be; or
20
<PAGE>
(e) Any provision of this Agreement or any other Document shall at
any time for any reason cease to be valid and binding on the Company or shall be
declared to be null and void by any court or governmental authority or agency
having jurisdiction over the Company, or the validity or the enforceability
thereof shall be contested by the Company, in a judicial or administrative
proceeding;
then, and in any such event, the Bank may (but shall not be obligated to), at
the same or different times, so long as such Event of Default shall not have
been remedied to the sole satisfaction of the Bank, (i) demand that all amounts
outstanding hereunder be paid in full immediately or (ii) proceed to enforce all
remedies available under the Credit Agreement and the other Documents and under
applicable law and in equity, including but not limited to the right to seek
mandamus or (iii) notify the Escrow Agent of the occurrence of an Event of
Default hereunder and that the Letter of Credit will expire in accordance with
its terms.
Section 7. MISCELLANEOUS
7.1 Amendments, Etc. No amendment or waiver of any provision of this
Agreement nor consent to any departure by the parties hereto shall in any event
be effective unless the same shall be in writing and signed by such parties, and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given. The obligation of the Bank under the
Letter of Credit shall not be released or terminated, except as specified
herein.
7.2 Addresses for Notices. Any notice required or permitted to be
given under or in connection with this Agreement shall be in writing and shall
be mailed by first-class mail, registered or certified, return receipt
requested, or express mail, postage prepaid, or sent by telex, telegram,
telecopy or other similar form of rapid transmission confirmed by mailing (by
first-class mail, registered or certified, return receipt requested, or express
mail, postage prepaid) written confirmation at substantially the same time as
such rapid transmission, or personally delivered to an officer of the receiving
party. All such communications
21
<PAGE>
shall be mailed, sent or delivered to the address or numbers set forth below, or
as to each party at such other address or numbers as shall be designated by such
party in a written notice to the other party.
(i) If to the Company:
1300 PNC Center
207 East Fifth Street
Cincinnati, Ohio 45202
Attn.: R. Christopher Weber
Telephone: (513) 621-1300
Telecopy: (513) 621-6087
with copies to:
Sheli Z. Rosenberg,
Rosenberg & Liebentritt,
2 North Riverside Plaza,
Suite 600,
Chicago, Illinois 60606.
(ii) If to Banque Paribas:
227 W. Monroe Street
Suite 3300
Chicago, IL 60606
Attn.: Steve Heinen
Telephone: (312) 853-6036
Telecopy: (312) 853-6020
7.3 No Waiver; Remedies. No failure on the part of any party to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other further exercise thereof or the exercise of any other right.
The rights herein provided are cumulative and not exclusive of any rights
provided by law.
7.4 Indemnification. The Company hereby agrees to indemnify and hold
harmless the Bank and the Participants from and against (i) any and all claims,
damages, losses, liabilities, costs or expenses whatsoever which the Bank or any
Participant may incur (or which may be claimed against the Bank or any
Participant by any Person or entity whatsoever) by reason of or in connection
with the execution and delivery of this Agreement and the Letter of Credit;
provided, however, that the
22
<PAGE>
Company shall not be required to indemnify the Bank or any Participant for any
claims, damages, losses, liabilities, costs or expenses to the extent, but only
to the extent, caused by (a) the willful misconduct or gross negligence of the
Bank or any Participant in determining whether a sight draft or certificate
presented under the Letter of Credit complied with the terms of the Letter of
Credit or (b) the Bank or Participants' willful failure or gross negligence in
failing to pay under the Letter of Credit after the presentation to them by the
Escrow Agent (or a successor escrow agent under the Escrow Agreement to whom the
Letter of Credit has been transferred in accordance with its terms) of a sight
draft and certificate strictly complying with the terms and conditions of the
Letter of Credit; and (ii) any and all fees and expenses, including taxes and
recording costs or charges, if any, payable or incurred by the Bank or any
Participant in connection with the performance, administration and enforcement
of this Agreement and any amendments, modifications, supplements, consents and
waivers with respect hereto, including without limitation the fees and expenses
of counsel to the Bank and each Participant, and agrees to save the Bank and
each Participant harmless from and against any and all liabilities with respect
to or resulting from any delay in paying or omission to pay such fees, expenses,
taxes, costs and charges, if any, provided that the Bank and each Participant
agrees promptly to notify the Company of any such fees, expenses and taxes, if
any. Nothing in this Section 7.4 is intended to limit any other obligations of
the Company contained in this Agreement. The provisions of this Section 7.4
shall survive the termination of this Agreement.
The Bank and each Participant shall, promptly after the receipt of
notice of the commencement of any action against the Bank or such Participant in
respect of which indemnification may be sought against the Company, notify the
Company in writing of the commencement thereof. In case any such action shall
be brought against the Bank or such Participant, the Bank shall notify the
Company of the commencement thereof, the Company may, or if so requested by the
Bank or such Participant shall, participate therein or assume the defense
thereof, with counsel reasonably satisfactory to the Bank or such Participant,
and after notice from the Company to the Bank or such Participant of an election
to so assume the defense thereof, the Company will not be liable to the
23
<PAGE>
Bank or such Participant under this paragraph for any legal or other expenses
subsequently incurred by the Bank or such Participant in connection with the
defense thereof; provided, however, that unless and until the Company assumes
the defense of any such action at the request of the Bank or such Participant,
the Company shall have the right to participate at its own expense in the
defense of any such action. If the Company shall not have employed counsel to
have charge of the defense of any such action or if the Bank or such Participant
shall have reasonably concluded that there may be defenses available to it or
them which are different from or additional to those available to the Company
(in which case the Company shall not have the right to direct the defense of
such action on behalf of the Bank or such Participant), legal and other expenses
incurred by the Bank or such Participant shall be borne by the Company. The
Company shall not be liable for any settlement of any such action effected
without the consent of the Company but if settled with the consent of the
Company or if there is a final judgment for the plaintiff in any such action,
the Company will reimburse and hold harmless the Bank or such Participant from
and against any loss or liability by reason of such settlement or judgment
insofar as such settlement or judgment shall relate to any liability with
respect of which indemnity may be sought hereunder.
7.5 Successors and Assigns. This Agreement shall (a) be binding upon
the Company and its assigns, and (b) inure to the benefit of and be enforceable
by the Bank and its successors; provided that the Company may not assign all or
any part of this Agreement without the prior written consent of the Bank. The
Bank shall at all times, have the right to sell, at a price or prices which such
selling Bank in its sole discretion shall determine, all or any portion of its
interest in the Letter of Credit.
7.6 Fees and Expenses. The Company shall pay at closing any and all
reasonable out-of-pocket fees, expenses and documentary stamp, intangible and
other similar taxes, if any, of the Bank and each Participant (including
reasonable fees, office charges and expenses of counsel to the Bank and each
Participant) payable in connection with the preparation, execution and delivery
of this Agreement.
24
<PAGE>
7.7 Severability. Any provision of this Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization without invalidating the remaining
provisions hereof or affecting the validity, enforceability or legality of such
provision in any other jurisdiction.
7.8 Right of Set-Off. Upon the occurrence and during the continuance
of any failure by the Company to make payment to the Bank or any Participant of
any Reimbursement Obligation due hereunder, the Bank or any such Participant is
hereby authorized at any time and from time to time, without notice to the
Company (any such notice being expressly waived by the Company) and to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by the Bank or any such Participant to or
for the credit or the account of the Company against any and all of the
obligations of the Company now or hereafter existing under this Agreement,
irrespective of whether or not the Bank or such Participant shall have made any
demand hereunder or thereunder and although such obligations may be unmatured.
7.9 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Illinois.
7.10 Headings. Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.
7.11 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which counterparts, taken together, shall constitute but one and the same
Agreement.
7.12 Termination. Subject to Section 7.4 hereof, this Agreement
shall remain in full force and effect until all payment obligations of the
Company hereunder have been paid in full.
25
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.
JACOR COMMUNICATIONS, INC.
By /s/ Randy Michaels
-------------------------
Name: Randy Michaels
Title: President
By /s/ Jon M. Berry
-------------------------
Name: Jon M. Berry
Title: S.V.P. and Treasurer
BANQUE PARIBAS
By /s/ Steven M. Heinen
-------------------------
Name: Steven M. Heinen
Title: Vice President
By /s/ Mark A. Radzik
-------------------------
Name: Mark A. Radzik
Title: Vice President
26
<PAGE>
EXHIBIT A Form of Letter of Credit
IRREVOCABLE LETTER OF CREDIT
BANQUE PARIBAS, CHICAGO BRANCH
No. 21388/96
March 13, 1996
PNC Bank, Ohio, N.A.
as Escrow Agent and beneficiary
under the Escrow Agreement dated
March 13, 1996 among the Escrow
Agent, Jacor Communications, Inc.
and Citicasters Inc.
201 East Fifth Street
Corporate Trust Department
Third Floor
Cincinnati, OH 45202
Ladies and Gentlemen:
At the request and on the instructions of our customer, Jacor
Communications, Inc. (the "Company"), Banque Paribas, acting through its Chicago
Branch (the "Bank") hereby establishes (subject to the limitations as
hereinafter set forth) in your favor, as Escrow Agent under the Escrow Agreement
referred to above (the "Escrow Agreement"), our irrevocable letter of credit No.
21388/96 (the "Letter of Credit"), in the amount of U.S. $75,000,000 (the
"Letter of Credit Amount"), effective immediately and expiring at the close of
business at the Chicago office of the Bank on June 3, 1997 (the "Stated
Termination Date") unless earlier terminated as set forth herein.
We hereby irrevocably authorize you to draw on us by presentation, in
accordance with the terms and conditions hereunder set forth, of this original
Letter of Credit together with your single demand for payment in
<PAGE>
the form of Annex A hereto (the "demand for payment") on your letterhead with
all blanks appropriately filled in and alternatives designated and signed by
your duly authorized officer, an aggregate amount not to exceed the Letter of
Credit Amount. Your right to draw funds hereunder shall terminate on the
earlier of (i) the Stated Termination Date or (ii) seven business days after
your receipt of written notice from us of the occurrence of an Event of Default
under the Letter of Credit and Reimbursement Agreement, dated as of March 13,
1996, between the Company and us or (iii) our honoring of the single demand for
payment, such earliest date being the "Expiration Date".
Subject to the foregoing and further provisions of this Letter of
Credit, funds under this Letter of Credit are available to you against your
presentation of this original Letter of Credit together with your demand for
payment which shall be made by hand delivery at the Chicago office of the Bank
located at 227 West Monroe Street, Suite 3300, Chicago, Illinois 60606, Attn:
Letter of Credit Department, or at such other place which may be designated by
the Bank by written notice delivered to you.
We hereby engage with you that to the extent of our liability as
provided herein, the single demand for payment made under and in compliance with
the terms of this Letter of Credit will be duly honored by us upon delivery of
this original Letter of Credit together with your demand for payment as
specified at the Bank's office not later than the Expiration Date. If such
demand for payment is made hereunder at or prior to 12:00 noon, Chicago time, on
a business day, and provided that such demand for payment and the documents
presented in connection therewith conform to the terms and conditions hereof,
payment shall be made of the amount specified in immediately available funds, no
later than 1:00 p.m., Chicago time, on the next succeeding business day. If
such demand for payment is received after 12:00 noon Chicago time, such demand
for payment shall be deemed to have been received at the opening of business at
the Chicago office of the Bank on the next succeeding business day. If a demand
for payment made by you hereunder does not, in any instance, conform to the
terms and conditions of this Letter of Credit, we shall give you prompt notice
that the demand for payment was not effect-
2
<PAGE>
ed in accordance with the terms and conditions of this Letter of Credit, stating
the reasons therefor and that we will upon your instructions hold any documents
at your disposal or return the same to you. Upon being notified that the demand
for payment was not effected in conformity with this Letter of Credit, you may
attempt to correct any such nonconforming demand for payment to the extent that
you are entitled to do so; provided, however, that so long as such nonconforming
demand for payment was presented at the Bank's Chicago office not later than the
Expiration Date, you shall have up to two (2) business days after the Expiration
Date to correct such nonconforming demand for payment.
Payment under this Letter of Credit shall be made by us by wire
transfer of immediately available funds, to PNC Bank, Ohio, N.A., A.B.A. No.
042-000-398, Acct. No. 105-1395, Ref: Jacor Communications, Attn: Jack Hannah,
Corporate Trust Department, Telephone: (513) 651-8385, Facsimile: (513) 651-
7901. Such account may be changed only by presentation to the Bank of a letter
specifying a different account with the Escrow Agent and executed by the Escrow
Agent. As used in this Letter of Credit "business day" shall mean any day on
which banks generally located in Chicago, Illinois and in the jurisdiction in
which the principal office of the Escrow Agent is located are not required or
authorized by law to remain closed.
Only the Escrow Agent may make a demand for payment under this Letter
of Credit. Upon payment as provided herein of the amount specified in the
demand for payment, we shall be fully discharged of our obligation under this
Letter of Credit and this Letter of Credit shall be retained by us for
cancellation.
The demand for payment hereunder shall not exceed the Letter of Credit
Amount.
This Letter of Credit shall be governed by and shall be deemed a
contract under and shall be construed in accordance with the laws of the State
of Illinois, including, without limitation, Article 5 of the Uniform Commercial
Code as in effect in the State of Illinois. Unless otherwise specified herein,
communications with respect to this Letter of Credit shall be in writing on your
letterhead and shall be directed to the Bank at 227
3
<PAGE>
West Monroe Street, Suite 3300, Chicago, Illinois 60606, Attn: Letter of Credit
Department, specifically referring thereon to this Letter of Credit by number.
You may transfer your rights under this Letter of Credit in their
entirety (but not in part) to any transferee who has succeeded to you as Escrow
Agent under the Escrow Agreement and such transferred rights may be successively
transferred. Transfer of your rights under this Letter of Credit to any such
transferee shall be effected upon the presentation to the Bank of this Letter of
Credit accompanied by a transfer letter in the form attached hereto as Annex B.
Upon such transfer, at the option of the Bank, this Letter of Credit shall be
returned and amended to reflect the new transferee.
4
<PAGE>
This Letter of Credit sets forth in full our undertaking, and such
undertaking shall not in any way be modified, amended, amplified or limited by
reference to any document, instrument or agreement referred to herein
(including, without limitation, the Escrow Agreement), except only the
certificates and letters referred to herein; and no such reference shall be
deemed to incorporate herein by reference any document, instrument or agreement.
Very truly yours,
BANQUE PARIBAS, CHICAGO BRANCH
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
5
<PAGE>
ANNEX A TO
IRREVOCABLE LETTER OF CREDIT
BANQUE PARIBAS
NO. 21388/96
[LETTERHEAD OF ESCROW AGENT]
[DATE]
Banque Paribas, Chicago Branch
227 West Monroe Street
Suite 3300
Chicago, Illinois 60606
Attention: Letter of Credit Department
Re: Certificate and Demand for Payment
----------------------------------
Ladies Gentlemen:
PNC Bank, Ohio, N.A. (the "Escrow Agent") hereby certifies to Banque
Paribas, Chicago Branch, with reference to the Irrevocable Letter of Credit No.
21388/96 issued by the Bank, dated March 13, 1996 (the "Letter of Credit";
unless otherwise specified, capitalized terms contained herein are used as
defined or otherwise referenced in the Letter of Credit), that:
1. The Escrow Agent is the Escrow Agent or a successor escrow agent
under the Escrow Agreement.
2. The Escrow Agent is making a drawing under the Letter of Credit in
the amount of $75,000,000.
[Select one of the two alternate paragraph 3's]
6
<PAGE>
3. [The Escrow Agent has received written notice from Citicasters
Inc. that an Escrow-Surrender Event, as defined in the Escrow Agreement has
occurred (a copy of which notice is attached hereto) and the drawing hereunder
is required to be made pursuant to Section 4 of the Escrow Agreement.]
[or alternatively]
[The Letter of Credit will expire or terminate pursuant to its terms
on _________ and the drawing hereunder is required to be made pursuant to
Section 2 of the Escrow Agreement.]
4. The amount hereby demanded does not exceed the Letter of Credit
Amount.
5. Upon honoring of the demand for payment made hereby, the Letter of
Credit shall automatically terminate and no further amounts may be drawn
thereunder.
6. The proceeds of the drawing hereunder shall be applied by the
Escrow Agent in accordance with the Escrow Agreement.
7. In connection with honoring this drawing, the Bank shall retain
the original Letter of Credit presented with this demand for payment for
cancellation.
IN WITNESS WHEREOF, the Escrow Agent has executed and delivered this
Certificate by its duly authorized officer on the ___ day of __________, 19__.
PNC Bank, Ohio, N.A.,
as Escrow Agent
By____________________________
7
<PAGE>
ANNEX B TO
IRREVOCABLE LETTER OF CREDIT
BANQUE PARIBAS
NO. 21388/96
[LETTERHEAD OF ESCROW AGENT]
[DATE]
Banque Paribas, Chicago Branch
227 West Monroe Street
Suite 3300
Chicago, Illinois 60606
Attention: Letter of Credit Department
Re: Transfer of Irrevocable Letter of Credit
No. 21388/96 dated March 13, 1996
---------------------------------
Ladies and Gentlemen:
For value received, the undersigned beneficiary hereby irrevocably
transfers to:
-----------------------------
(Name of Transferee)
-----------------------------
(Address)
as successor Escrow Agent under the Escrow Agreement (as defined in the above-
referenced Letter of Credit) all rights of the undersigned beneficiary to draw
under the above-referenced Letter of Credit in its entirety.
8
<PAGE>
By this transfer, all rights of the undersigned beneficiary in such
Letter of Credit are transferred to the transferee and the transferee shall have
the sole rights as beneficiary thereof, including sole rights relating to any
amendments, whether increases or extensions, or other amendments and whether now
existing or hereafter made. All amendments are to be advised directly to the
transferee without necessity of any consent of or notice to the undersigned
beneficiary.
The original Letter of Credit (and any amendments thereto) is returned
herewith, and we ask you to endorse the transfer on the reference thereof, and
forward it directly to the transferee with your customary notice of transfer.
Very truly yours,
_________________________,
as Escrow Agent
By______________________________
9
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement of Jacor
Communications, Inc. on Form S-3 of our report dated February 12, 1996, except
for Note 14, as to which the date is March 13, 1996, on our audits of the
consolidated financial statements of Jacor Communications, Inc. as of December
31, 1995 and 1994 and for each of the three years in the period ended December
31, 1995, and the incorporation by reference of our report dated February 13,
1995 on our audits of the consolidated financial statements of Jacor
Communications, Inc. as of December 31, 1994 and 1993 and for each of the
three years in the period ended December 31, 1994. We also consent to the
reference to our firm under the captions "Selected Historical Financial Data"
and "Experts."
Coopers & Lybrand L.L.P.
Cincinnati, Ohio
March 22, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 23, 1996 with respect to the financial
statements of Citicasters Inc. included in the Registration Statement (Form S-
3) and related Prospectus of Jacor Communications, Inc. for the registration
of 20,125,000 shares of its common stock.
Ernst & Young LLP
Cincinnati, Ohio
March 22, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-3 of Jacor Communications, Inc. of our report
dated March 21, 1996 relating to the financial statements of Noble Broadcast
Group, Inc. (which includes an explanatory paragraph regarding Jacor
Communications, Inc.'s agreement to purchase Noble Broadcast Group, Inc.),
which appears in such Prospectus. We also consent to the references to us
under the headings "Experts" and "Selected Historical Financial Data" in such
Prospectus. However, it should be noted that Price Waterhouse LLP has not
prepared or certified such "Selected Historical Financial Data".
PRICE WATERHOUSE LLP
San Diego, California
March 21, 1996
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 7,437
<SECURITIES> 0
<RECEIVABLES> 26,868
<ALLOWANCES> 1,606
<INVENTORY> 0
<CURRENT-ASSETS> 36,615
<PP&E> 38,524
<DEPRECIATION> 7,723
<TOTAL-ASSETS> 208,839
<CURRENT-LIABILITIES> 12,180
<BONDS> 45,500
<COMMON> 1,816
0
0
<OTHER-SE> 137,257
<TOTAL-LIABILITY-AND-EQUITY> 208,839
<SALES> 0
<TOTAL-REVENUES> 133,103
<CGS> 0
<TOTAL-COSTS> 101,503
<OTHER-EXPENSES> 12,983
<LOSS-PROVISION> 1,137
<INTEREST-EXPENSE> 1,444
<INCOME-PRETAX> 18,265
<INCOME-TAX> 7,300
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,965
<EPS-PRIMARY> .52
<EPS-DILUTED> .52
</TABLE>
