SMZR\23171_3
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: October 9, 1996
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, Kentucky 41011
(606) 655-2267
Item 2. Acquisition or Disposition of Assets
On February 27, 1997, Jacor Communications, Inc.
("Jacor") completed its acquisition of Regent
Communications, Inc. ("Regent") pursuant to the Agreement
and Plan of Merger dated as of October 8, 1996, as amended
(the "Merger Agreement") between Jacor and Regent. Such
acquisition was previously announced by Jacor in October
1996 and the terms and conditions of the proposed merger of
Regent with and into Jacor (the "Merger") were fully
described in Jacor's Forms 8-K and 8-K/A filed with the
Securities and Exchange Commission on October 23, 1996 and
December 20, 1996, respectively, and in Jacor's Form S-4
Registration Statement, File No.333-21125.
Having completed the Merger, Jacor acquired 15 stations
owned by various Regent subsidiaries in five broadcast
areas: Kansas City, Salt Lake City, Las Vegas, Louisville
and Charleston, S.C. Jacor also assumed the right to sell
advertising time for one station in Louisville and one
station in Salt Lake City. In related transactions, Jacor
acquired KWNR-FM in Las Vegas from Southwest Radio Las
Vegas, Inc. ("SRLV") and the right to acquire KBGO-FM in Las
Vegas, both of which stations had been subject to
acquisition agreements with Regent prior to the Merger.
For each of the 3,956,076 outstanding shares of Regent
capital stock, Jacor paid $1.26988 in cash, .79565 of a
share of Jacor common stock and one warrant to acquire
.11271 share of Jacor common stock at an exercise price of
$40.00 per full share of Jacor common stock. The aggregate
consideration to the Regent stockholders equaled
approximately $5.0 million in cash and 3,147,649 shares of
Jacor common stock. In connection with Jacor's related
acquisition of KWNR-FM, Jacor paid the sole stockholder of
SRLV, 402,351 shares of Jacor common stock and 480,000
warrants. In the aggregate, the 4,436,076 warrants issued to
the Regent stockholders and the sole stockholder of SRLV are
exercisable for approximately 500,000 shares of Jacor common
stock. For purposes of the Merger and as required by the
terms of the Merger Agreement, the stock consideration paid
by Jacor was based upon a value of $29.825 per share of
Jacor common stock, which amount represented the ten day
trading average of the high and low bid prices for Jacor
common stock on the Nasdaq National Market through February
24, 1997.
At the effective time of the Merger, Jacor repaid
certain outstanding indebtedness of the acquired entities
in the amount of approximately $64.0 million. Jacor also
paid $1.5 million of certain expenses incurred by Regent in
connection with the Merger and assumed other liabilities and
obligations of Regent by virtue of the Merger. Jacor funded
all such amounts and the cash paid to the Regent
stockholders from cash on hand, primarily from proceeds of
its December 1996 offering of 9 3/4% Senior Subordinated
Notes, and from borrowings of $30.0 million under Jacor's
credit facilities.
Item 5. Other Events
Jacor has also recently announced that Jacor
subsidiaries entered into definitive agreements to acquire
an additional four radio stations. On February 25, 1997,
Jacor announced that it had agreed to acquire for $7 million
from Auburn Cablevision, Inc. the assets of radio stations
WMAX-FM, Ironequoit, New York, WMHX-FM, Canadaigua, New
York, and WRCD-FM, Honeoye Falls, New York. On March 3,
1997, a Jacor subsidiary entered into an agreement with EXCL
Communications, Inc. to purchase the assets of KOTK-AM,
Portland, Oregon, for $8.3 million. These transactions are
subject to various conditions, including regulatory
approval.
Jacor has also recently sold two investments acquired
by Jacor through its September 1996 acquisition of
Citicasters Inc. On February 21, 1997, Jacor announced that
it had agreed to sell its investment in warrants of New
Corporation for net proceeds of approximately $44.9 million.
On March 3, 1997, Jacor announced that it had agreed to sell
its interest in Australia's Wonderland Partnership for net
proceeds of approximately $9 million. Both sales are
pursuant to privately negotiated transactions.
Item 7. Financial Statements and Exhibits.
All financial statements required to be filed by Jacor
with the Securities and Exchange Commission in connection
with the Merger have been previously filed pursuant to
Jacor's Form 8-K/A dated December 20, 1996 and Jacor's Form
S-4 Registration Statement, File No. 333-21125.
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of October 8,
1996 ("Merger Agreement") between Jacor Communications,
Inc. and Regent Communications, Inc. (omitting
schedules and exhibits not deemed material).*
2.2 Form of Warrant Agreement between Jacor Communications,
Inc. and KeyCorp Shareholder Services, Inc., as warrant
agent (included as Exhibit B to Merger Agreement).*
2.3 Escrow Agreement dated as of October 8, 1996 among
Jacor Communications, Inc., Regent Communications, Inc.
and PNC Bank, as escrow agent (included as Exhibit H to
Merger Agreement).*
2.4 Registration Rights Agreement dated as of October 8,
1996 among Jacor Communications and the parties listed
in Schedule I thereto (included as Exhibit I to Merger
Agreement).*
99.1 Press Release dated October 9, 1996.*
99.2 Press Release dated February 21, 1997.
99.3 Press Release dated February 25, 1997.
99.4 Press Release dated February 28, 1997.
99.5 Press Release dated March 3, 1997.
99.6 Press Release dated March 4, 1997.
*Previously filed upon the initial filing of the Form 8-K
relating to the Merger dated October 23, 1996.
Signatures
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
JACOR COMMUNICATIONS, INC.
March 7, 1997 By: /s/ R. Christopher Weber
R. Christopher Weber,
Senior Vice President and
Chief Financial Officer
Exhibit 99.2
CONTACT: Kirk Brewer
(847) 256-9282
JACOR SELLS NEWS CORPORATION WARRANTS
COVINGTON, KY, February 21 -- Jacor Communications, Inc.
(NASDAQ: JCOR) announced it has agreed to sell its
investment in Warrants of News Corporation to a sole
purchaser in a privately negotiated transaction. The
Warrants are convertible into 7.25 million Preferred
American Depository Receipts of News Corporation.
Proceeds to Jacor will be approximately $44.9 million,
which will be used to finance certain of Jacor's pending
acquisitions upon their closing, and for general corporate
purposes. Based on the number of Jacor shares outstanding,
proceeds of the sale will provide Jacor with cash equivalent
to approximately $1.43 per Jacor share.
Jacor Communications is headquartered in Covington,
Kentucky. Including announced pending acquisitions, Jacor
owns, operates, represents or provides programming for 122
radio stations in 26 broadcast areas. The company also owns
WKRC-TV in Cincinnati. The company has powerful broadcast
signals in a wide variety of the locations it serves, and
its programming concentrates on creating "foreground" radio
in a full range of formats on both the AM and FM dials.
Jacor plans to pursue growth through continued acquisitions
of complementary stations in its existing broadcast
locations, and radio groups or individual stations with
significant presence in other attractive locations.
# # #
Exhibit 99.3
CONTACT: Kirk Brewer
(847) 256-9282
JACOR ANNOUNCES TRANSACTION TO PURCHASE
ASSETS OF THREE NEW YORK STATIONS
COVINGTON, KY, February 25 -- Jacor Communications, Inc.
(NASDAQ: JCOR) said today it has entered into an agreement
to purchase the assets of WMAX-FM, Irondequoit, New York,
WMHX-FM, Canadaigua, New York and WRCD-FM, Honeoye Falls,
New York for $7 million from Auburn Cablevision, Inc., which
owns WMAX and assigned options on WMHX/WRCD - Auburn
Cablevision, Inc. does not own any other radio stations.
The transaction is subject to regulatory approval.
Randy Michaels, Jacor chief executive officer, said,
"These stations fit very well with our regional broadcast
strategy."
The broker for the transaction was Blackburn & Company,
Inc.
Jacor Communications, Inc. is headquartered in
Covington, Kentucky. Including announced pending
acquisitions, Jacor owns, operates, represents or provides
programming for 125 radio stations in 28 U.S. broadcast
areas. The company also owns WKRC-TV in Cincinnati. Jacor
plans to pursue growth through continued acquisitions of
complementary stations in its existing broadcast locations,
and radio groups or individual stations with significant
presence in other attractive locations.
# # #
Exhibit 99.4
Contact: Kirk Brewer
(847) 256-9282
JACOR CLOSES TRANSACTION TO ACQUIRE
REGENT COMMUNICATIONS
COVINGTON, KY, February 28 -- Jacor Communications, Inc.
(NASDAQ: JCOR) today announced it has closed its merger
agreement to acquire Regent Communications, Inc.
Regent, based in Covington, Kentucky, owns 15 radio
stations located in five U.S. broadcast areas: Kansas City,
Salt Lake City, Las Vegas, Louisville, and Charleston, S.C.
In connection with the Regent merger, Jacor also acquired
KWNR-FM in Las Vegas and the right to acquire KBGO-FM in Las
Vegas. A Jacor subsidiary has provided programming for all
of the Regent stations under time brokerage agreements since
December 1, 1996. Jacor also assumed the right to sell
advertising time for WSJW-FM in Louisville and KBKK-FM in
Salt Lake City under joint sales agreements.
The transaction has received necessary regulatory
approvals.
Jacor acquires Regent for merger consideration
consisting of 3.55 million newly issued shares of Jacor
common stock, warrants to purchase 500,000 shares of Jacor
common stock at $40 per share, approximately $5 million in
cash, and the assumption of $64 million of debt and other
liabilities.
Randy Michaels, Jacor chief executive officer, said,
"We are very excited about this acquisition, which brings
Jacor into four new broadcast areas with multiple station
ownership consistent with Jacor's core operating strategy.
This increases our presence in Kansas City, and provides us
with established clusters of stations in new broadcast areas
that hold a great deal of growth potential."
Jacor Communications is headquartered in Covington,
Kentucky. Including announced pending acquisitions, Jacor
owns, operates, represents or provides programming for 125
radio stations in 26 broadcast areas. The company also owns
WKRC-TV in Cincinnati. The company has powerful broadcast
signals in a wide variety of the locations it serves, and
its programming concentrates on creating "foreground" radio
in a full range of formats on both the AM and FM dials.
Jacor plans to pursue growth through continued acquisitions
of complementary stations in its existing broadcast
locations, and radio groups or individual stations with
significant presence in other attractive locations.
Stations Purchased
by Jacor in Regent
Transaction
Kansas City
KMXV-FM
KUDL-FM
Salt Lake City
KALL-AM KBKK-FM (JSA)
KKAT-FM
KODJ-FM
KURR-FM
KZHT-FM
Las Vegas
KSNE-FM
KFMS-FM
KWNR-FM
KBGO-FM #
Louisville
WDJX-FM WSJW-FM (JSA)
WSFR-FM
WFIA-AM
WVEZ-FM
Charleston, S.C.
WEZL-FM
WXLY-FM
# Regent holds option to purchase station, currently
operating under a Time Brokerage Agreement.
Exhibit 99.5
CONTACT: Kirk Brewer
(847) 256-9282
JACOR SELLS INTEREST IN
AUSTRALIA'S WONDERLAND PARTNERSHIP
COVINGTON, KY, March 3 -- Jacor Communications, Inc.
(NASDAQ: JCOR) today announced it has agreed to sell its
interest in Australia's Wonderland Partnership to Hartford
Lane Pty. Limited as Trustee for Sunway Australia Unit
Trust.
Proceeds to Jacor will be approximately US$9 million,
which will be used to finance certain of Jacor's pending
acquisitions upon their closing, and for general corporate
purposes. Based on the number of Jacor shares outstanding,
proceeds of the sale will provide Jacor with cash equivalent
to approximately 26 cents per Jacor share.
Jacor Communications is headquartered in Covington,
Kentucky. Including announced pending acquisitions, Jacor
owns, operates, represents or provides programming for 125
radio stations in 26 broadcast areas. The company also owns
WKRC-TV in Cincinnati. The company has powerful broadcast
signals in a wide variety of the locations it serves, and
its programming concentrates on creating "foreground" radio
in a full range of formats on both the AM and FM dials.
Jacor plans to pursue growth through continued acquisitions
of complementary stations in its existing broadcast
locations, and radio groups or individual stations with
significant presence in other attractive locations.
# # #
Exhibit 99.6
CONTACT: Kirk Brewer FOR IMMEDIATE RELEASE
(847) 256-9282
JACOR AND EXCL ANNOUNCE JACOR'S TRANSACTION TO
PURCHASE KOTK-AM IN PORTLAND, OREGON
COVINGTON, KY, March 4, 1997 -- Jacor Communications, Inc.
(NASDAQ: JCOR) said today it has entered into an agreement
to purchase the assets of KOTK-AM, Portland, OR for $8.3
million from EXCL Communications, Inc. The transaction is
subject to regulatory approval.
Randy Michaels, Jacor chief executive officer, said,
"This station fits very well with our regional broadcast
strategy."
Jacor Communications is headquartered in Covington,
Kentucky. Including announced pending acquisitions, Jacor
owns, operates, represents or provides programming for 126
radio stations in 28 U.S. broadcast areas. The company also
owns WKRC-TV in Cincinnati. Jacor plans to pursue growth
through continued acquisitions of complementary stations in
its existing broadcast locations, and radio groups or
individual stations with significant presence in other
attractive locations.
# # #
