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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
----
Jacor Communications, Inc.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Common Stock
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
469858 41 0
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
Sheli Z. Rosenberg
Two N. Riverside Plaza, Suite 600, Chicago, IL 60606 (312) 466-3990
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
May 16, 1997
- --------------------------------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled our for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 23
<PAGE> 2
13D
<TABLE>
<S><C>
CUSIP No. 469858410 Page 2 of 23
- --------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zell/Chilmark Fund, L.P.
36-3716608
- --------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
13,349,720
---------------------------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON ---------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
13,349,720
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,349,720
- --------------------------------------------------------------------------------------------
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.6%
- --------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
13D
<TABLE>
<S><C>
CUSIP No. 469858410 Page 3 of 23
- --------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Samstock, L.L.C.
36-4156890
- --------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
437,858
---------------------------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH ---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
437,858
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,858
- --------------------------------------------------------------------------------------------
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
- --------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
13D
<TABLE>
<S><C>
CUSIP No. 469858410 Page 4 of 23
- --------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SZ2 (IGP) Partnership
36-3870923
- --------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
- --------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
60,243
---------------------------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH ---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
60,243
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,243
- --------------------------------------------------------------------------------------------
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- --------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 5
13D
<TABLE>
<S><C>
CUSIP No. 469858410 Page 5 of 23
- --------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anda Partnership
88-0132846
- --------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
- --------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
235,770
---------------------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON ---------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
235,770
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
235,770
- --------------------------------------------------------------------------------------------
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
- --------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 6
ONLY THOSE ITEMS AMENDED ARE REPORTED HEREIN.
CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE SAME MEANING AS
THEY HAVE IN THE SCHEDULE 13D AND AMENDMENTS THERETO.
Item 1. Security and Issuer
The Issuers' new business address is: 50 E. Rivercenter
Blvd., 12th floor, Covington, KY 41011.
Item 2. Identity and Background
(a) - (c) This Item is being amended to add the following
entities as Reporting Persons:
1) Samstock, L.L.C., a Delaware limited liability
company ("Samstock");
2) SZ2 (IGP) Partnership, an Illinois general
partnership ("SZ2"); and
3) Anda Partnership, a Nevada general partnership
("Anda").
The business address of Samstock, SZ2 and Anda is Two N.
Riverside Plaza, Chicago, IL 60606. The business of each of
the new Reporting Persons is investments. Certain information
concerning Samstock, SZ2 and Anda is set forth in Appendix B
hereto, as is amended information concerning Zell/Chilmark.
(d) and (e) None of the Reporting Persons, nor, to the best
knowledge of the Reporting Persons, any of the persons listed
in Appendix B attached hereto, have, during the last five
years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or (ii) been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was, or is, subject to a judgment, decree or final
order enjoining future violations of, or prohibiting
activities subject to federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On May 16, 1997, Samstock and Anda purchased 437,858 shares of
Common Stock and 235,770 shares of Common Stock, respectively,
at $29.69 per share from the Issuer for total consideration of
$13,000,004.02 and $7,000,011.30, respectively. The source of
funds for the purchase by Samstock was a capital contribution
from the member of Samstock, who in turn had received capital
contributions from its members. The source of funds for the
purchase by Anda was the working capital of Anda.
Page 6 of 23
<PAGE> 7
Item 4. Purpose of Transaction
Samstock and Anda purchased the shares of Common Stock
reported herein for investment purposes.
Item 5. Interest in Securities of the Issuer
(a) To the best knowledge of the Reporting Persons, there are
42,217,948 shares of Common Stock issued and outstanding as of
the date hereof. As of the date hereof, the Reporting Persons
may be deemed to be the beneficial owner of the following
shares which represent the following percentages of the shares
of Common Stock outstanding:
<TABLE>
<CAPTION>
REPORTING PERSON: NUMBER OF SHARES: PERCENTAGE OF OUTSTANDING:
----------------- ----------------- --------------------------
<S> <C> <C>
Zell/Chilmark 13,349,720 31.6%
Samstock 437,858 1.0%
SZ2 60,243* 0.1%*
Anda 235,770 0.6%
</TABLE>
* Assumes the exercise of 296,000 warrants to purchase
60,243 shares of Common Stock at $28.00 per share.
Additionally, those persons listed in Appendix B hereto
beneficially own the following number of shares of Common
Stock:
1) Sheli Z. Rosenberg is the beneficial owner of (i)
3,550 shares of Common Stock; (ii) options to
purchase 7,000 shares of Common Stock; and 1,794
Common Stock units.
2) Samuel Zell may be deemed to be the beneficial owner
of 5,000 shares of Common Stock which are
beneficially owned by the Rochelle Zell Revocable
Trust. Mr. Zell is a co-trustee of such trust and
disclaims beneficial ownership of the 5,000 shares of
Common Stock.
3) Timothy Callahan is the beneficial owner of 500
shares of Common Stock.
4) Rochelle Zell may be deemed to be the beneficial
owner of 5,000 shares of Common Stock which are
beneficially owned by the Rochelle Zell Revocable
Trust. Mrs. Zell is the beneficiary and co-trustee
of such trust.
5) Roger S. Baskes may be deemed to be the beneficial
owner of 5,000 shares beneficially owned by the
Rochelle Zell Revocable Trust. Mr. Baskes is a
co-trustee of such trust and disclaims beneficial
ownership of the 5,000 shares of Common Stock.
Additionally, the RSB Properties Trust E is the
beneficial owner of 5,000
Page 7 of 23
<PAGE> 8
shares of Common Stock. Mr. Baskes' family are the
beneficiaries of such trust. Mr. Baskes disclaims
beneficial ownership of the 5,000 shares.
6) Rod F. Dammeyer is the beneficial owner of options to
purchase 17,000 shares of Common Stock and 1,794
Common Stock units.
7) David M. Schulte may be deemed to be the beneficial
owner of 500 shares of Common Stock beneficially
owned by Chilmark Investment Partners, L.P., a
partnership comprised of Mr. Schulte and family
members.
(b) Zell/Chilmark, Samuel Zell, Sheli Z. Rosenberg, Rod F.
Dammeyer and David M. Schulte share the power to vote and to
direct the vote of and share the power to dispose or to direct
the disposition of the 13,349,720 shares of Common Stock
beneficially owned by Zell/Chilmark.
Samstock, Arthur A. Greenberg, Sheli Z. Rosenberg and Samuel
Zell share the power to vote and to direct the vote of and
share the power to dispose and to direct the disposition of
the 437,858 shares of Common Stock beneficially owned by
Samstock.
SZ2, Sheli Z. Rosenberg, Arthur A. Greenberg, Roger S. Baskes
and Rochelle Zell share the power to vote or to direct the
vote of the 60,243 shares of Common Stock beneficially owned
by SZ2 (assuming the exercise of the 296,000 warrants to
purchase 60,243 shares of Common Stock beneficially owned by
SZ2) and share the power to dispose or to direct the
disposition of the 296,000 warrants to purchase 60,243 shares
of Common Stock or the 60,243 shares of Common Stock
beneficially owned by SZ2 (assuming the exercise of the
296,000 warrants to purchase 60,243 shares of Common Stock).
Anda, Ann Lurie and Mark Slezak share the power to vote or to
direct the vote of and share the power to dispose or to direct
the disposition of the 235,770 shares of Common Stock
beneficially owned by Anda.
The voting arrangements for the Common Stock reported for
those persons in Appendix B are as follows:
1) Sheli Z. Rosenberg has the sole power to vote or to
direct the vote of and the sole power to dispose or
to direct the disposition of the 3,550 shares of
Common Stock; the 7,000 shares of Common Stock
assuming the exercise of the options to purchase
7,000 shares; and the 1,794 shares of Common Stock
units assuming the conversion of the 1,794 Common
Stock units.
2) Samuel Zell, Rochelle Zell and Roger S. Baskes share
the power to vote or to direct the vote of and share
the power to dispose or to direct the disposition of
the 5,000 shares of Common Stock beneficially owned
by the Rochelle Zell Revocable Trust.
3) Timothy Callahan and his spouse share the power to
vote or to direct the vote of and share the power to
dispose or to direct the disposition of 500 shares of
Common Stock.
Page 8 of 23
<PAGE> 9
4) Roger S. Baskes, as the beneficiary of the RSB
Properties Trust E, has no power to vote or to direct
the votes of and no power to dispose or to direct the
disposition of the 5,000 shares of Common Stock
beneficially owned by the RSB Properties Trust E.
5) Rod F. Dammeyer has the sole power to vote or to
direct the vote of and the sole power to dispose or
to direct the disposition of 17,000 shares of Common
Stock assuming the exercise of the options to
purchase 17,000 shares of Common Stock and of 1,794
shares of Common Stock assuming the conversion of
1,794 Common Stock units.
6) David M. Schulte, as general partner of Chilmark
Investment Partners, L.P., has the sole power to vote
or to direct the vote of and the sole power to
dispose or to direct the disposition of the 500
shares of Common Stock beneficially owned by Chilmark
Investment Partners, L.P.
(c) During the last sixty days, the Reporting Persons
effected the following transactions:
(i) On April 9, 1997, SZ2 purchased in open
market transactions at $2.13 per warrant
271,000 warrants to purchase 55,155 shares
of Common Stock at $28.00 per share and
25,000 warrants at $2.00 per warrant to
purchase 5,088 shares of Common Stock at
$28.00 per share; and
(ii) On May 16, 1997, Samstock and Anda
purchased from the Issuer 437,858 shares
of Common Stock and 235,770 shares of
Common Stock, respectively, at $29.69 per
share.
(d) and (e) Not applicable.
Contract, Arrangements, Understandings or Relationships With
Item 6. Respect to Securities of the Issuer
On May 16, 1997, the Issuer and its subsidiaries entered into
an agreement ("Stock Purchase Agreement") with Equity Group
Investments, Inc.'s ("EGI") affiliated designees wherein such
designees agreed to purchase a total of 673,628 shares from
the Issuer and the Issuer agreed to sell such shares to EGI's
affiliated designees. The Stock Purchase Agreement and the
Underwriting referenced in the Stock Purchase Agreement were
filed as Exhibits 1.2 and 1.1, respectively, to the Issuer's
Form 8-K dated as of May 15, 1997 and filed with the
Securities and Exchange Commission ("Commission") on May 19,
1997 and are incorporated in their entirety, herein by
reference.
Zell/Chilmark and Samuel Zell, a director of the Issuer,
entered into agreements ("Lock-Up Agreements") with Donaldson,
Lufkin & Jenrette Securities Corporation, Credit Suisse First
Boston Corporation, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated and Smith
Barney Inc. (the "Underwriters") wherein Zell/Chilmark and
Samuel Zell agreed not to offer to sell, sell, distribute,
grant any option to purchase, or otherwise dispose of,
directly or indirectly, any shares of Common Stock or any
other securities convertible, exercisable, or exchangeable
into shares of Common Stock beneficially owned by
Zell/Chilmark or Mr. Zell for a period of 120 days from
May 15, 1997.
Page 9 of 23
<PAGE> 10
Item 7. Material to be Filed as Exhibits
The Stock Purchase Agreement and the Underwriting Agreement
are herein incorporated by reference to Exhibits 1.2 and 1.1,
respectively, of the Issuer's Form 8-K dated as of May 15,1997
and filed with the Commission on May 19, 1997.
Exhibit 2 Letter of Direction from Equity Group Investments, Inc. dated
May 20, 1997
Exhibit 3 Lock-Up Agreement for Samuel Zell dated May 12, 1997
Exhibit 4 Lock-Up Agreement for Zell/Chilmark Fund, L.P. dated May 12,
1997
Exhibit 5 Joint Filing Agreement dated May 16, 1997
Page 10 of 23
<PAGE> 11
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in the statement is true, complete and correct.
Samstock, L.L.C. Zell/Chilmark Fund, L.P.
By: SZ Investments, L.L.C., By: ZC Limited Partnership,
its sole member general partner
By: ZC Partnership, general
By: Zell General Partnership, Inc., partner
a member By: ZC, Inc., a partner
By: /s/ Sheli Z. Rosenberg By: /s/ Sheli Z. Rosenberg
---------------------------------- -----------------------------
Sheli Z. Rosenberg, Sheli Z. Rosenberg,
Vice President Vice President
Anda Partnership SZ2 (IGP) Partnership
By: Ann Only Trust, a partner
By: /s/ Mark Slezak By: /s/ Sheli Z. Rosenberg
---------------------------------- -----------------------------
Mark Slezak, Co-Trustee Sheli Z. Rosenberg, Partner
DATED: MAY 28, 1997
--
Page 11 of 23
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------ ----------- ------
<S> <C> <C>
* Restructuring Agreement *
* Amended Agreement of Merger *
* Agreement of Understanding *
1 Jacor Shareholders Agreement **
*** Stock Purchase Agreement ***
*** Underwriting Agreement ***
2 Letter of Direction from Equity Group Investments 15
Inc. dated May 20, 1997
3 Lock-Up Agreement for Samuel Zell dated May_12, 16
1997
4 Lock-Up Agreement for Zell/Chilmark Fund, L.P. 19
dated May 12, 1997
5 Joint Filing Agreement dated May 16 ,1997 22
</TABLE>
* Incorporated herein by reference to Appendix A, B and C, respectively,
of the Issuer's Proxy Statement-Prospectus dated December 1, 1992
included in its Registration Statement on Form S-4, File No. 33-53612.
** Previously filed.
*** Incorporated herein by reference to Exhibits 1.2 and 1.1,
respectively, of the Issuer's Form 8-K dated as of May 15, 1997 and
filed with the Commission on May 19, 1997.
Page 12 of 23
<PAGE> 13
APPENDIX B
Information concerning the members of Samstock, and the partners of SZ2 and
Andrea and amended information concerning Zell/Chilmark:
Samstock, L.L.C.
Samstock is a Delaware limited liability company whose sole member is
SZ Investments, L.L.C., a Delaware limited liability company. The members of
SZ Investments, L.L.C. are: 1) Alphabet Partners, an Illinois general
partnership; 2) ZFT Partnership, an Illinois general partnership; and 3) Zell
General Partnership, Inc.
Alphabet Partners is composed of three trusts created for the benefit
of Samuel Zell. Arthur A. Greenberg is the sole trustee of the three trusts.
Mr. Greenberg is a principal in the accounting firm, Greenberg & Pociask, P.C.
Mr. Greenberg is a citizen of the United States of America. The address for
Alphabet Partners and Mr. Zell is Two N. Riverside Plaza, Chicago, IL 60606.
ZFT Partnership is composed of fifteen trusts created for the benefit
of Samuel Zell. Sheli Z. Rosenberg is the sole trustee of the fifteen trusts.
Mrs. Rosenberg is President and Chief Executive Officer of Equity Group
Investments, Inc. ("EGI") and a principal in the law firm of Rosenberg &
Liebentritt, P.C. Mrs. Rosenberg is also a director and Vice Chairperson of
the Board of the Issuer. Mrs. Rosenberg is a citizen of the United States of
America. The address for ZFT Partnership and Mrs. Rosenberg is Two N. Riverside
Plaza, Chicago, IL 60606.
Zell General Partnership, Inc. ("Zell G.P.") is an Illinois
corporation whose sole stockholder is Samuel Zell as Trustee of the Samuel Zell
Revocable Trust under trust agreement dated January 17, 1990. Mr. Zell is also
the beneficiary of the trust. The officers of Zell G.P. are: Samuel Zell,
President and Sheli Z. Rosenberg, Timothy Callahan, Arthur A. Greenberg and
Donald J. Liebentritt, Vice Presidents. Mr. Zell is Chairman of the Board of
EGI and Chairman of the Board of the Issuer. Information concerning Mrs.
Rosenberg and Mr. Greenberg is above. Mr. Callahan is President and Chief
Executive Officer of Equity Office Holdings, L.L.C. and a citizen of the United
States of America. Mr. Liebentritt is Executive Vice President and General
Counsel of EGI and a principal in the law firm of Rosenberg & Liebentritt, P.C.
Mr. Liebentritt is a citizen of the United States of America. The address for
Zell G.P., Messrs. Zell, Callahan, Greenberg and Liebentritt and Mrs. Rosenberg
is Two N. Riverside Plaza, Chicago, IL 60606.
The officers of Samstock are: Samuel Zell, President and Sheli Z.
Rosenberg, Timothy Callahan, Arthur A. Greenberg, and Donald J. Liebentritt,
Vice Presidents. Information concerning these individuals is above.
SZ2 (IGP) Partnership
SZ2 is composed of Mrs. Rosenberg and twenty trusts created for the
benefit of Samuel Zell or his family. The trustees of the twenty trusts are
Roger S. Baskes, Rochelle Zell or Arthur A. Greenberg. Roger S. Baskes and
Rochelle Zell are both private investors and citizens of the United States of
America. Information concerning Mr. Greenberg is above. The address for SZ2
and Mr. Greenberg is Two N. Riverside Plaza, Chicago, IL 60606. The address for
Mr. Baskes is 980 N. Michigan Ave. Chicago, IL 60611. The address for Mrs.
Zell is 1555 N. Astor St., Chicago, IL 60611.
Anda Partnership
Anda Partnership is composed of ten trusts created for the benefit of
Ann Lurie and her family. Ann Lurie and Mark Slezak are the co-trustees of the
ten trusts. Mrs. Lurie is a private investor and a citizen of the United
States of America. Mr. Slezak is a Vice President and Treasurer of Lurie
Investments, Inc. and a citizen of the United States of America. The address
for Anda Partnership, Mrs. Lurie and Mr. Slezak is Two N. Riverside Plaza,
Chicago, IL 60606.
Page 13 of 23
<PAGE> 14
Zell/Chilmark Fund, L.P.
Information concerning Zell/Chilmark was contained in the original
Schedule 13D. That information is amended as follows: Zell/Chilmark is
controlled by Samuel Zell, David M. Schulte, Rod F. Dammeyer and Sheli Z.
Rosenberg. Zell/Chilmark is controlled by its sole general partner, ZC
Limited. ZC Limited is controlled by its sole general partner, ZC. ZC has
delegated its full power and authority to represent itself to an executive
committee of ZC comprised of Messrs. Zell and Schulte and two delegates
appointed by Mr. Zell. Mr. Zell has appointed Mr. Dammeyer and Mrs.
Rosenberg as his delegates.
Information concerning Mr. Zell and Mrs. Rosenberg is above.
Information concerning Mr. Schulte was contained in the original Schedule 13D
and remains correct, except Mr. Schulte no longer devotes all of his time to
the affairs of Zell/Chilmark. Mr. Dammeyer is Managing Director of EGI
Corporate Investments, a division of EGI. Mr. Dammeyer is also a director of
the Issuer. The address for Mr. Schulte is 875 N. Michigan Ave., Chicago, IL
60611. The address for Zell/Chilmark and Mr. Dammeyer is Two N. Riverside
Plaza, Chicago, IL 60606.
Amended information for ZCI and CZI, the sole partners of ZC, is a
follows:
The officers of ZCI are now:
Samuel Zell President
Rod F. Dammeyer Vice President
Donald J. Liebentritt Vice President
Sheli Z. Rosenberg Vice President
All other information about ZCI contained in the original Schedule 13D
remains correct. Information concerning Messrs. Zell, Dammeyer and Liebentritt
and Mrs. Rosenberg is above. The address for ZCI, Messrs. Zell, Dammeyer and
Liebentritt, and Mrs. Rosenberg is Two N. Riverside Plaza, Chicago, IL 60606.
The officers of CZI are now:
David M. Schulte President
Joel S. Friedland Vice President
Matthew R. Rosenberg Vice President
All other information about CZI contained in the original Schedule 13D
remains correct. Information concerning Messrs. Schulte and Friedland was
contained in the original Schedule 13D and remains correct except they no
longer devote all of their time to the affairs of Zell/Chilmark. Mr. Rosenberg
is a general partner of Chilmark Partners, L.P. and a citizen of the United
States of America. The address for CZI, Messrs. Schulte, Friedland and
Rosenberg is 875 N. Michigan Ave., Chicago, IL 60611.
Page 14 of 23
<PAGE> 1
EXHIBIT 2
[EQUITY GROUP LETTERHEAD]
May 20, 1997
Jacor Communications, Inc.
50 East RiverCenter Boulevard
12th Floor
Covington, Kentucky 41011
Ladies and Gentlemen:
In connection with the sale of 673,628 Shares of Common Stock of Jacor
Communications, Inc. pursuant to that certain Stock Purchase Agreement, dated
May 16, 1997, by and between Jacor Communications, Inc. and its Subsidiaries,
on the one hand, and affiliated designees of Equity Group Investments, Inc., on
the other, this is to advise you that the affiliated designees of Equity Group
Investments, Inc. are as follows:
1. Samstock, L.L.C., a Delaware limited liability company,
as to 437,858 Shares (Fed. Tax I.D. 36-4156890)
Suite 600
2 North Riverside Plaza
Chicago, Illinois 60606
2. ANDA Partnership, an Illinois general partnership,
as to 235,770 Shares (Fed. Tax I.D. 88-0132846)
Suite 1500
2 North Riverside Plaza
Chicago, Illinois 60606
Very truly yours,
EQUITY GROUP INVESTMENTS, INC.
By: Donald J. Liebentritt
---------------------------
Title: Vice President
Page 15 of 23
<PAGE> 1
EXHIBIT 3
May 12, 1997
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
CREDIT SUISSE FIRST BOSTON CORPORATION
MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
SMITH BARNEY INC.
As Representatives of the Several Underwriters
c/o Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172
Re: Public Offering of Shares of Common Stock of
Jacor Communications, Inc.
Ladies and Gentlemen:
The undersigned understands that Donaldson, Lufkin & Jenrette Securities
Corporation, Credit Suisse First Boston Corporation, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Smith Barney
Inc., as Representatives (the "Representatives") of the several underwriters
(the "Underwriters"), propose to enter into an Underwriting Agreement with
Jacor Communications, Inc. (the "Company"), providing for the public offering
by the Underwriters, including the Representatives, of common stock, par value
$.01 per share (the "Common Stock"), of the Company (the "Public Offering").
In consideration of the Underwriters' agreement to purchase and undertake
the Public Offering of the Common Stock and for other good and valuable
consideration, receipt of which is hereby acknowledged, the undersigned agrees
not to offer to sell, sell, distribute, grant any option to purchase, or
otherwise dispose of, directly or indirectly, any shares of Common Stock
(including, without limitation, shares of Common Stock which may be deemed to
be beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission and shares of Common
Stock which may be issued upon exercise of a stock option or warrant) or any
securities convertible into or exercisable or exchangeable for such Common
Stock or, in any manner, transfer all or a portion of the economic consequences
associated with the ownership of the Common Stock,
Page 16 of 23
<PAGE> 2
May 12, 1997
Page 2
without the prior written consent of Donaldson, Lufkin & Jenrette
Securities Corporation, for a period of 120 days from the date of the
Prospectus Supplement.
In addition, the undersigned agrees that the Company may, and that the
undersigned will, (i) with respect to any shares of Common Stock for which the
undersigned is the record holder, cause the transfer agent for the Company to
note stop transfer instructions with respect to such shares of Common Stock on
the transfer books and records of the Company and (ii) with respect to any
shares of Common Stock for which the undersigned is the beneficial holder but
not the record holder, cause the record holder of such shares of Common Stock
to cause the transfer agent for the Company to note stop transfer instructions
with respect to such shares of Common Stock on the transfer books and records
of the Company.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this letter agreement, and that, upon
request, the undersigned will execute any additional documents necessary or
desirable in connection with the enforcement hereof. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of
the undersigned and any obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors, and assigns of the
undersigned.
Very truly yours,
Samuel Zell
-----------------------
(Signature)
Samuel Zell
Two North Riverside Plaza
Chicago, Illinois 60606
###-##-####
- ----------------------------
(Social Security or Taxpayer
Identification No.)
Page 17 of 23
<PAGE> 3
Acknowledged by:
JACOR COMMUNICATIONS, INC.
By: Paul F. Solomon
--------------------------------
Name: Paul F. Solomon
------------------------------
Title: SVP - General Counsel
-----------------------------
Acknowledged by:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
CREDIT SUISSE FIRST BOSTON CORPORATION
MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
SMITH BARNEY INC.
By: DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
Acting on behalf of itself
and as Representative of the
several Underwriters
Page 18 of 23
<PAGE> 1
EXHIBIT 4
May 12, 1997
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
CREDIT SUISSE FIRST BOSTON CORPORATION
MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
SMITH BARNEY INC.
As Representatives of the Several Underwriters
c/o Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172
Re: Public Offering of Shares of Common Stock of
Jacor Communications, Inc.
Ladies and Gentlemen:
The undersigned understands that Donaldson, Lufkin & Jenrette Securities
Corporation, Credit Suisse First Boston Corporation, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Smith Barney
Inc., as Representatives (the "Representatives") of the several underwriters
(the "Underwriters"), propose to enter into an Underwriting Agreement with
Jacor Communications, Inc. (the "Company"), providing for the public offering
by the Underwriters, including the Representatives, of common stock, par value
$.01 per share (the "Common Stock"), of the Company (the "Public Offering").
In consideration of the Underwriters' agreement to purchase and undertake
the Public Offering of the Common Stock and for other good and valuable
consideration, receipt of which is hereby acknowledged, the undersigned agrees
not to offer to sell, sell, distribute, grant any option to purchase, or
otherwise dispose of, directly or indirectly, any shares of Common Stock
(including, without limitation, shares of Common Stock which may be deemed to
be beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission and shares of Common
Stock which may be issued upon exercise of a stock option or warrant) or any
securities convertible into or exercisable or exchangeable for such Common
Stock or, in any manner, transfer all or a portion of the economic consequences
associated with the ownership of the Common Stock,
Page 19 of 23
<PAGE> 2
May 12, 1997
Page 2
without the prior written consent of Donaldson, Lufkin & Jenrette
Securities Corporation, for a period of 120 days from the date of the
Prospectus Supplement.
In addition, the undersigned agrees that the Company may, and that the
undersigned will, (i) with respect to any shares of Common Stock for which the
undersigned is the record holder, cause the transfer agent for the Company to
note stop transfer instructions with respect to such shares of Common Stock on
the transfer books and records of the Company and (ii) with respect to any
shares of Common Stock for which the undersigned is the beneficial holder but
not the record holder, cause the record holder of such shares of Common Stock
to cause the transfer agent for the Company to note stop transfer instructions
with respect to such shares of Common Stock on the transfer books and records
of the Company.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this letter agreement, and that, upon
request, the undersigned will execute any additional documents necessary or
desirable in connection with the enforcement hereof. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of
the undersigned and any obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors, and assigns of the
undersigned.
Very truly yours,
Rod Dammeyer, Managing Director
----------------------------------
(Signature)
Zell/Chilmark Fund L.P.
Two North Riverside Plaza
Chicago, Illinois 60606
36-3716608
- -----------------------------
(Social Security or Taxpayer
Identification No.)
Page 20 of 23
<PAGE> 3
Acknowledged by:
JACOR COMMUNICATIONS, INC.
By: Paul F. Solomon
-------------------------------
Name: Paul F. Solomon
-----------------------------
Title: SVP - General Counsel
----------------------------
Acknowledged by:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
CREDIT SUISSE FIRST BOSTON CORPORATION
MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
SMITH BARNEY INC.
By: DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
Acting on behalf of itself
and as Representative of the
several Underwriters
Page 21 of 23
<PAGE> 1
EXHIBIT 5
JOINT FILING AGREEMENT
AGREEMENT dated as of May 16, 1997 among Zell/Chilmark Fund, L.P.;
Samstock, L.L.C.; SZ2 (IGP) Partnership; and Anda Partnership (collectively the
"Reporting Persons").
WHEREAS, the Reporting Persons beneficially own shares of
Common Stock, no par value of Jacor Communications, Inc.
WHEREAS, the parties hereto may be deemed to constitute a
"group" for purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the "Act"); and
WHEREAS, each of the parties hereto desire by this Agreement
to provide for the joint filing of a Schedule 13D, and all amendments
thereto, with the Securities and Exchange Commission.
NOW, THEREFORE, the parties hereto agree as follows:
1. The parties hereto will join in the preparation and
filing of a single statement containing the
information required by Schedule 13D, and all
amendments thereto, and the Schedule 13D and all such
amendments will be filed on behalf of each party
hereto;
2. Each party hereto will be responsible for the timely
filing of the Schedule 13D, and all amendments
thereto, and for the completeness and accuracy of the
information concerning such party contained therein.
No party hereto will be responsible for the
completeness or accuracy of the information
concerning any other party contained in the Schedule
13D or any amendment thereto, except to the extent
such party knows or has reason to believe that such
information in inaccurate.
3. Sheli Z. Rosenberg will be designated as the person
authorized to receive notices and communications with
respect to the Schedule 13D and all amendments
thereto.
4. This Agreement may be executed in counterparts, all
of which when taken together will constitute one and
the same instrument.
Page 22 of 23
<PAGE> 2
Zell/Chilmark Fund, L.P. SZ2 (IGP) Partnership
By: ZC Limited Partnership,
general partner
By: ZC Partnership, general By: /s/ Sheli Z. Rosenberg
partner ---------------------------
By: ZC, Inc., a partner Sheli Z. Rosenberg, Partner
By: /s/ Sheli Z. Rosenberg
--------------------------
Sheli Z. Rosenberg,
Vice President
Samstock, L.L.C. Anda Partnership
By: SZ Investments, L.L.C.,
its sole member By: Ann Only Trust, a partner
By: Zell General Partnership,
Inc., a member
By: /s/ Sheli Z. Rosenberg By: /s/ Ann Lurie
---------------------------- -------------------------
Sheli Z. Rosenberg, Ann Lurie, Co-Trustee
Vice President
Page 23 of 23
