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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: October 23, 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 5. OTHER EVENTS
In October, 1997, Citicasters Co., an indirect wholly-owned subsidiary of
Jacor Communications, Inc. (the "Company"), signed a letter of intent to acquire
the assets of 17 radio stations from Nationwide Communications, Inc. and its
affiliated entities for a purchase price of approximately $620.0 million. These
stations are: KDMX-FM in Dallas, Texas; KEGL-FM in Ft. Worth, Texas; KHMX-FM in
Houston, Texas; KTBZ-FM in Lake Jackson, Texas; KMJZ-FM and KSGS-AM in St. Louis
Park, Minnesota; KMCG-FM in Carlsbad, California; KGLQ-FM in Phoenix, Arizona;
KZZP-FM in Mesa, Arizona; WPOC-FM in Baltimore, Maryland; WGAR-FM, WMJI-FM and
WMMS-FM in Cleveland, Ohio; WCOL-FM, WFII-AM and WNCI-FM in Columbus, Ohio; and
KXGL-FM in San Diego, California.
In addition, various subsidiaries of the Company have recently entered into
agreements for the following transactions, none of which are material to the
Company. The Company's subsidiaries have entered into three agreements to
acquire an aggregate of seven radio stations for approximately $46.3 million.
These stations are: KXFD-AM in Nampa, Idaho; KSJO-FM in San Jose, California;
WMRN-FM, WMRN-AM and WDIF-AM in Marion, Ohio; WHMQ-FM in North Baltimore, Ohio;
and WQTL-FM in Ottawa, Ohio. Additionally, WLOH-AM in Lancaster, Ohio will be
sold for approximately $0.1 million. KBCO-AM in Boulder, Colorado will be
donated to the University of Colorado Foundation.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Exhibits
99.1 Press Release dated October 13, 1997
99.2 Press Release dated October 23, 1997
99.3 Press Release dated October 27, 1997
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JACOR COMMUNICATIONS, INC.
November 4, 1997 By: /s/ R. Christopher Weber
----------------------------
R. Christopher Weber, Senior Vice President
and Chief Financial Officer
2
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Exhibit 99.1
News Release
Contact: Pam Taylor
606.655.6523
FOR IMMEDIATE RELEASE
JACOR ENTERS SAN JOSE WITH KSJO-FM
COVINGTON, KY., OCTOBER 13, 1997: Jacor Communications, Inc. (JCOR:
Nasdaq) entered into an agreement to purchase KSJO-FM in San Jose from
American Radio Systems. KSJO-FM represents Jacor's initial entry into the
San Jose broadcast area. Jacor will pay $30 million for the central
California station.
The transaction is subject to regulatory review.
Jacor is the nation's third largest radio group measured by total revenues.
Including announced pending acquisitions, Jacor now owns, operates, or
represents 167 radio stations in 36 U.S. broadcast areas, and WKRC-TV in
Cincinnati. Additionally, Jacor is the country's third largest provider of
syndicated radio programming through Radio-Active Media (formerly EFM), the
syndicator for top radio personalities Rush Limbaugh and Dr. Dean Edell,
and Premiere Radio Networks, the Los Angeles based syndicator of THE DR.
LAURA SCHLESSINGER SHOW and creator of comedy clips, jingles and other
programming and research products. 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 has plans to
grow in other broadcast-related products and businesses.
Visit www.cfonews.com/jcor/ for more information on Jacor.
Jacor Communications, Inc.
12th Floor
50 E. RiverCenter Blvd.
Covington, Kentucky 41011
Tel 606.655.2267
Fax 606.655.9345
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Exhibit 99.2
News Release
Contact: JACOR COMMUNICATIONS
Pam Taylor, Vice President, Communications
606.655.6523
BURBACH BROADCASTING COMPANY
Nicholas A. Galli, President
412.263.6716
FOR IMMEDIATE RELEASE
JACOR TO ACQUIRE FIVE OHIO
RADIO STATIONS FOR $14.5 MILLION FROM
BURBACH BROADCASTING COMPANY
COVINGTON, KY., OCTOBER 23, 1997: Jacor Communications, Inc. (JCOR:
Nasdaq) today entered into an agreement to purchase WMRN-AM, WMRN-FM and
WDIF-FM of Marion, Ohio, WQTL-FM of Ottawa, and WHMQ-FM of North Baltimore,
Ohio from Marion Radio Company, an affiliate of Burbach Broadcasting
Company of Pittsburgh, Pennsylvania. Jacor will purchase the northwest
Ohio stations for $14.5 million in cash.
Burbach Broadcasting, which has been in the radio business for 34 years,
currently operates stations in Ohio, Pennsylvania and West Virginia.
The transaction is subject to regulatory review.
Jacor is the nation's third largest radio group measured by total revenues.
Including announced pending acquisitions, Jacor now owns, operates, or
represents 172 radio stations in 36 U.S. broadcast areas, and WKRC-TV in
Cincinnati. Additionally, Jacor is the country's third largest provider of
syndicated radio programming through Radio-Active Media (formerly EFM), the
syndicator for top radio personalities Rush Limbaugh and Dr. Dean Edell,
and Premiere Radio Networks, the Los Angeles based syndicator of THE DR.
LAURA SCHLESSINGER SHOW and creator of comedy clips, jingles and other
programming and research products. 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 has plans to
grow in other broadcast-related products and businesses.
Visit www.cfonews.com/jcor/ for more information on Jacor.
Jacor Communications, Inc.
12th Floor
50 E. RiverCenter Blvd.
Covington, Kentucky 41011
Tel 606.655.2267
Fax 606.655.9345
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Exhibit 99.3
Contact: JACOR COMMUNICATIONS
Pam Taylor
606.655.6523
News Release
NATIONWIDE COMMUNICATIONS, INC.
Jeff Botti
614.249.6339
FOR IMMEDIATE RELEASE
JACOR TO ACQUIRE NATIONWIDE COMMUNICATIONS FOR $620 MILLION
PROPOSED TRANSACTION INCLUDES 17 RADIO STATIONS IN EIGHT ATTRACTIVE MARKETS
COVINGTON, KY., OCTOBER 27, 1997: Jacor Communications, Inc. (JCOR:
Nasdaq) has signed a letter of intent to purchase the assets of Nationwide
Communication's 17 radio stations for $620 million. The agreement follows
Columbus-based Nationwide Mutual Insurance Company's recent decision to
sell the radio group.
Nationwide operates radio stations in eight attractive, high growth markets
that have little overlap with Jacor's existing portfolio. Five of
Nationwide's broadcast areas signal new markets for Jacor. They include:
/ / Dallas - KEGL-FM, KDMX-FM
/ / Houston - KHMX-FM, KTBZ-FM
/ / Minneapolis - KMJZ-FM, KSGS-AM
/ / Phoenix - KGLQ-FM, KZZP-FM
/ / Baltimore - WPOC-FM
Nationwide also operates stations in three existing Jacor markets:
/ / San Diego - KMCG-FM, KXGL-FM
/ / Cleveland - WMMS-FM, WGAR-FM, WMJI-FM
/ / Columbus - WCOL-FM, WNCI-FM, WFII-AM
"This was worth the wait," said Jacor CEO Randy Michaels after the
agreement was reached. "Nationwide hits the mark on all fronts for Jacor.
The economic return exceeds our hurdle rate and is consistent with our high
standards for capital investment. The new broadcast areas give us a strong
foundation to begin building regional clusters and continue our geographic
expansion. Nationwide management has done a tremendous job assembling high
quality signals in strategically placed markets. With our expertise in
developing stick properties and our strong presence across many of these
broadcast areas Jacor is ready to take the Nationwide stations to the next
level."
Jacor Communications, Inc.
12th Floor
50 E. RiverCenter Blvd.
Covington, Kentucky 41011
Tel 606.655.2267
Fax 606.655.9345
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NCI President Steve Berger commented, "We're pleased to have Jacor as a
partner in this transaction although it will be difficult to leave
Nationwide. We recognize, however, that the industry is changing and the
stations need to be on the leading edge of that change in order to grow.
Under the Jacor umbrella, the Nationwide stations will share in the
benefits of Jacor's regional cluster strategy."
"This agreement is part of an overall strategy by Nationwide to focus
resources on its core businesses of insurance and financial services," said
Robert A. Oakley, Executive Vice President and Chief Financial Officer of
the Nationwide Insurance Enterprise. "The strong market for broadcast
properties today will enable Nationwide to make significant contribution to
its fundamental businesses."
Added Robert J. Woodward, Executive Vice President and Chief Investment
Officer for the Enterprise, "NCI has been an excellent investment for
Nationwide and the broadcast industry realizes the tremendous value of
NCI's radio properties. NCI is strong, not only financially but also in
its people who entertain their audiences and serve their communities well.
They truly have lived by NCI's motto, "Only the best people."
According to "WHO OWNS WHAT," Nationwide is the 16th largest radio group in
the United States with estimated 1997 revenues of $96.5 million.
Nationwide Communications Inc. was founded in 1946 and has operated under
the ownership of Nationwide Mutual Insurance Company of Columbus, Ohio.
This transaction is subject to a regulatory review. Gary Stevens & Co.
acted as the broker for Nationwide Communications.
Jacor is the nation's third largest radio group measured by total revenues.
Prior to the Nationwide Communications acquisition and including announced
pending acquisitions Jacor owns, operates, or represents 172 radio stations
in 36 U.S. broadcast areas, and WKRC-TV in Cincinnati. Additionally, Jacor
is the country's third largest provider of syndicated radio programming
through Radio-Active Media (formerly EFM), the syndicator for top radio
personalities Rush Limbaugh and Dr. Dean Edell, and Premiere Radio
Networks, the Los Angeles based syndicator of THE DR. LAURA SCHLESSINGER
SHOW and creator of comedy clips, jingles and other programming and
research products. 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 has plans to grow in other broadcast-
related products and businesses.
NCI and Nationwide Mutual are units of the Nationwide Insurance Enterprise,
a Fortune 50 organization based on assets of $77 billion. The Enterprise
is a leading provider of property-casualty insurance and financial and
commercial services.
Visit www.cfonews.com/jcor/ for more information on Jacor.
