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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K(A)
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: April 7, 1997
JACOR COMMUNICATIONS, INC.
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-12404 31-0978313
(Commission File No.) (IRS Employer Identification No.)
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41017
(606) 655-2267
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Item 2. Acquisition or Disposition of Assets
On June 12, 1997, Jacor Communications, Inc. (the "Company"), Jacor
Communications Company ("JCC"), a wholly-owned subsidiary of the Company, and
PRN Holding Acquisition Corp. ("Buyer"), a wholly-owned subsidiary of JCC,
completed the acquisition of Premiere Radio Networks, Inc. ( "Premiere")
pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as
of April 7, 1997. Such acquisition was previously announced by Jacor in April
1997 and the terms and conditions of the proposed merger of the Buyer with and
into Premiere (the "Merger") were fully described in the Company's Forms 8-K and
8-K/A filed with the Securities and Exchange Commission on April 8, 1997 and May
2, 1997, respectively, and in the Company's S-4 Registration Statement, File
No.333-26125.
Premiere is the surviving company in the Merger and, as a result of the
Merger, became a subsidiary of the Company. Premiere is a leading
independent creator, producer and distributor of comedy, entertainment, music
radio programs, research and other services. Premiere produces 52 syndicated
programs and services, and has over 6,300 contracts with more than 4,000
affiliate radio stations to broadcast Premiere's programming and to use
Premiere's services. Premiere distributes its programs and services in
exchange for commercial broadcast time.
In the Merger between the Buyer and Premiere each share of Premiere
capital stock was converted into $13.50 in cash (the "Cash Consideration")
and 0.13778841 of a share of the Company's Common Stock (the "Stock
Consideration," and together with Cash Consideration, the "Merger
Consideration"), for a total value as of the acquisition date of about $18.75
per Premiere share.
The total Merger Consideration paid by the Company, including payment
for certain Premiere warrants and stock options aggregates approximately
$189.8 million inclusive of the amounts paid to the Archon shareholders as
discussed in the following paragraph. Of such amount, approximately $138.8
million was paid in cash and the remainder was paid in 1,416,886 shares of
the Company's Common Stock and 303,000 shares of the Company's Common Stock
reserved for issuance pursuant to option agreements with certain members of
Premiere's management. The total net consideration paid by the Company, net
of Premiere's cash on hand and excess working capital acquired by the Company
in the Merger, is approximately $169.0 million.
In order to facilitate the Merger, immediately prior to the closing of
the Merger JCC also purchased all of the outstanding shares of common stock
of Archon Communications, Inc. ("Archon"), the largest shareholder of
Premiere capital stock prior to the Merger. Archon's principal business
activity was the ownership of Premiere common stock, Premiere Class A common
stock and options and warrants to acquire Premiere common stock, and the
provision of strategic consulting services to Premiere. Accordingly, for
their shares in Archon, the Archon shareholders received an amount of cash
and the Company's Common Stock calculated in the same manner as the Merger
Consideration received by the other Premiere stockholders, plus cash equal to
Archon's cash on hand (net of Archon liabilities) upon closing.
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Item 5. Other Events
As previously reported, the Company acquired the assets of NSN Network
Services, a leading provider of satellite and network services for the radio
broadcasting industry. The purchase price for such assets was $11.0 million,
of which $1.65 million was paid in Jacor common stock.
On June 19, 1997, the Company announced that it would exchange its four
Kansas City radio stations to American Radio Systems for six Dayton, Ohio
radio stations. The Company anticipates that the transaction will be treated
as a like-kind exchange for tax purposes. No cash is expected to be paid to
either party in connection with the exchange.
Item 7. Financial Statements and Exhibits
All financial statements required to be filed by the Company with the
Securities and Exchange Commission in connection with the Merger have been
previously filed pursuant to the Company's Form 8-K/A dated May 2, 1997 and
the Company's Form S-4 Registration Statement, File No. 333-26125.
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of April 7, 1997 among Jacor
Communications, Inc. (the "Company"), Jacor Communications Company ("JCC"),
PRN Holding Acquisition Corp. ("Buyer"), and Premiere Radio Networks, Inc.
(omitting schedules and exhibits not deemed material).*
2.2 Shareholders' Agreement dated as of April 7, 1997 by and among the Company,
JCC, Archon Communications, Inc. ("Archon"), the stockholders of Archon and
certain shareholders of Premiere (omitting schedules and exhibits not
deemed material).*
2.3 Stock Purchase Agreement dated as of April 7, 1997 among the Company, JCC,
Archon Communications Partners LLC and News America Holdings Incorporated
(omitting schedules and exhibits not deemed material).*
99.1 Press Release dated April 7, 1997 (relating to Premiere).*
99.2 Press Release dated April 7, 1997 (relating to NSN Network Services).*
99.3 Press Release dated June 12, 1997 (relating to the Premiere Merger).
* Previously filed
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JACOR COMMUNICATIONS, INC.
June 26, 1997 By: /s/ R. Christopher Weber
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R. Christopher Weber, Senior Vice President
and Chief Financial Officer
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EXHIBIT 99.3
JACOR COMPLETES ACQUISITION OF
PREMIERE RADIO NETWORKS, INC.
COVINGTON, KY, JUNE 12, 1997 - - JACOR COMMUNICATION INC. (NASDAQ: JCOR)
announced today that it has completed the acquisition of all outstanding
shares and equivalents of Premiere Radio Networks, Inc. (NASDAQ: PRNI AND
PRNIA) for approximately $190 million in cash and stock. In the merger
between Premiere and a subsidiary of Jacor, each share of Premiere stock was
converted into $13.50 in cash, and approximately 0.138 of a share of Jacor
common stock, for a total value as of the acquisition date of about $18.75
per Premiere share. Jacor issued a total of approximately 1.4 million shares
to complete the acquisition.
Premiere is the largest syndicator of comedy radio programming in the
United States and is the leading creator, producer and distributor of
innovative entertainment and music radio programs, research and other
services. Premiere produces 52 syndicated programs and services and has over
6,300 contracts with more than 4,000 affiliate radio stations to broadcast
its programming and to use its services.
Jacor CEO Randy Michaels said, "Jacor's goal is to be a fully integrated
radio company, with strong stations, high quality, difficult to duplicate
programming and state of the art distribution capabilities. Premiere is a
significant partner in moving us toward that goal. Premiere has a wide array
of successful programming that is already in place in radio stations
throughout the country, including many Jacor stations. Premiere brings
leading radio names such as Leeza Gibbons, Jim Rome and Michael Reagan to the
Jacor programming menu. The cultures of Premiere and Jacor are a natural fit
and we are very pleased to welcome Steve Lehman and his highly creative staff
to the Jacor team."
Steve Lehman, Premiere's President and Chief Executive Officer, echoed
Michaels' feelings: "Over the last few months the Premiere team has already
had several opportunities to meet and work with Jacor management and we
couldn't be happier. The fit is perfect, both operationally and culturally.
Together Jacor and Premiere will create a major force in the radio industry."
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Jacor is the nation's third largest radio group measured by total
revenues. Including announced pending acquisitions, Jacor owns, operates, or
represents approximately 149 radio stations in 32 U.S. broadcast areas. In
addition to Premiere, Jacor owns EFM, the syndicator for top radio
personality Rush Limbaugh. Jacor also owns a satellite distribution service,
NSN, which provides bi-directional communication among multiple networks.
Jacor plans to pursue growth through continued acquisitions of complementary
radio stations in its existing broadcast locations, and radio groups or
individual stations with significant presence in other attractive locations.
Additionally, Jacor will grow in other broadcast-related products and
businesses.
For further information, contact:
Pam Taylor
Corporate Communications
(606) 655-6523
