FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND
SIMILAR PLANS PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1998
OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-12404
JACOR COMMUNICATIONS, INC.
RETIREMENT PLAN
Jacor Communications, Inc.
50 East RiverCenter Blvd. - 12th Floor
Covington, KY 41011
<PAGE>
Financial Statements, Schedules and Exhibits. Page No.
(a) Financial Statements:
Report of Independent Accountants 3
Statement of Net Assets Available for Plan Benefits
as of December 31, 1998 4
Statement of Net Assets Available for Plan Benefits
as of December 31, 1997 6
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1998 8
Notes to Financial Statements 10
(b) Supplemental Schedules:
Line 27a - Schedule of Assets Held for Investment Purposes 15
Line 27d - Schedule of Reportable Plan Transactions in
Excess of 5% of Current Value of Plan Assets 16
(c) Exhibits:
Exhibit No. Exhibit
23 Consent of PricewaterhouseCoopers LLP
Independent Accountants 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Plan Administrator has duly caused this
annual report to be signed by the undersigned thereunto duly
authorized.
JACOR COMMUNICATIONS, INC.
RETIREMENT PLAN
DATE: June 17, 1999 BY: _____/s/ Randy Michaels
Randy Michaels
Plan Administrator
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
Jacor Communications, Inc. Retirement Plan
In our opinion, the accompanying statements of net assets
available for benefits and the related statements of changes
in net assets available for benefits present fairly, in all
material respects, the net assets available for benefits of
the Jacor Communications, Inc. Retirement Plan (the "Plan")
at December 31, 1998 and December 31, 1997, and the changes
in net assets available for benefits for the year ended
December 31, 1998 in conformity with generally accepted
accounting principles. These financial statements are the
responsibility of the Plan'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.
Our audits were conducted for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The supplemental schedules of Assets Held for Investment
Purposes as of December 31, 1998 and of Reportable
Transactions for the year ended December 31, 1998 are
presented for the purpose of additional analysis and are not
a required part of the basic financial statements but are
supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974.
These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
PricewaterhouseCoopers LLP
June 17, 1999
<PAGE>
<TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1998
<CAPTION>
Company Stable Inter-
Stock Asset national Balanced Growth
Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value
(Note 3):
Temporary cash investments $ 111,861 $ 190,189 $ 111,035 $ 121,338 $ 267,878
Common stock of participating
employer 15,363,673
Mutual funds 5,807,730 10,263,676 18,425,790
Loans to participants
Investments, at contract value
(Note 3):
Guaranteed annuity contracts 5,817,892
Total investments 15,475,534 6,008,081 5,918,765 10,385,014 18,693,668
Contributions receivable:
Employer 27,017 38,481 3,157 6,432 8,967
Employee 21,050 24,255 24,696 40,884 56,805
Total contributions
receivable 48,067 62,736 27,853 47,316 65,772
Net assets available for plan
benefits (note 2) $15,523,601 $6,070,817 $5,946,618 $10,432,330 $18,759,440
See accompanying notes to financial statements.
(Continued)
</TABLE>
<PAGE>
<TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1998
<CAPTION>
(Continued)
Core
Bond Equity Loan
Fund Fund Fund Total
<S> <C> <C> <C> <C>
Assets:
Investments, at fair value
(Note 3):
Temporary cash investments $ 15,165 $ 214,983 $ 1,032,449
Common stock of participating
employer 15,363,673
Mutual funds 1,027,595 13,941,055 49,465,846
Loans to participants $558,835 558,835
Investments, at contract value
(Note 3):
Guaranteed annuity contracts 5,817,892
Total investments 1,042,760 14,156,038 558,835 72,238,695
Contributions receivable:
Employer 928 7,976 92,958
Employee 5,967 52,424 226,081
Total contributions
receivable 6,895 60,400 319,039
Net assets available for plan
benefits (note 2) $1,049,655 $14,216,438 $558,835 $72,557,734
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1997
<CAPTION>
Company Stable Inter-
Stock Asset national Balanced Growth
Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value
(Note 3):
Temporary cash investments $ 77,124 $ 59,143 $ 72,257 $ 114,104
Common stock of participating
employer 12,095,765
Mutual funds 4,579,098 8,985,477 11,862,355
Loans to participants
Investments, at contract value
(Note 3):
Guaranteed annuity contracts $6,307,990
Total investments 12,172,889 6,307,990 4,638,241 9,057,734 11,976,459
Employer contributions receivable 362 15,981 388 815 852
Net assets available for plan
benefits (note 2) $12,173,251 $6,323,971 $4,638,629 $9,058,549 $11,977,311
See accompanying notes to financial statements.
(Continued)
</TABLE>
<PAGE>
<TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1997
(Continued)
<CAPTION>
Core
Bond Equity Loan
Fund Fund Fund Total
<S> <C> <C> <C> <C>
Assets:
Investments, at fair value
(Note 3):
Temporary cash investments $ 9,588 $ 93,455 $ 425,671
Common stock of participating
employer 12,095,765
Mutual funds 1,103,923 11,194,137 37,724,990
Loans to participants $469,880 469,880
Investments, at contract value
(Note 3):
Guaranteed annuity contracts 6,307,990
Total investments 1,113,511 11,287,592 469,880 57,024,296
Employer contributions receivable 121 413 18,932
Net assets available for plan
benefits (note 2) $1,113,632 $11,288,005 $469,880 $57,043,228
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1998
<CAPTION>
Company Stable Inter-
Stock Asset national Balanced Growth
Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Fund balances, December 31, 1997 $12,173,251 $6,323,971 $4,638,629 $9,058,549 $11,977,311
Investment income:
Net appreciation (depreciation)
in fair value of investments
(Note 3) 2,033,565 673,799 687,230 4,166,712
Interest 5,063 358,569 2,387 3,757 6,355
Dividends 68,463 344,235 67,008
Contributions:
Employer 1,246,764 174,308 163,501 237,591 355,247
Participant 967,001 720,491 1,186,006 1,786,425 2,716,524
Rollover 212,384 129,088 141,080 270,928 710,720
Benefits paid to participants
(Note 2) (690,552) (1,127,986) (624,836) (1,935,210) (1,525,159)
Interfund transfers, net (423,875) (507,624) (302,411) (21,175) 284,722
Net increase (decrease) 3,350,350 (253,154) 1,307,989 1,373,781 6,782,129
Fund balances, December 31, 1998 $15,523,601 $6,070,817 $5,946,618 $10,432,330 $18,759,440
See accompanying notes to financial statements.
(Continued)
</TABLE>
<PAGE>
<TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1998
(Continued)
<CAPTION>
Core
Bond Equity Loan
Fund Fund Fund Total
<S> <C> <C> <C> <C>
Fund balances, December 31, 1997 $1,113,632 $11,288,005 $ 469,880 $57,043,228
Investment income:
Net appreciation
in fair value of investments
(Note 3) (25,742) 2,096,797 9,632,361
Interest 579 4,910 41,187 422,807
Dividends 78,276 231,093 789,075
Contributions:
Employer 38,214 333,329 2,548,954
Participant 240,806 2,121,341 9,738,594
Rollover 65,674 510,868 2,040,742
Benefits paid to participants
(Note 2) (537,573) (3,162,706) (54,005) (9,658,027)
Interfund transfers, net 75,789 792,801 101,773 -0-
Net increase (decrease) (63,977) 2,928,433 88,955 15,514,506
Fund balances, December 31, 1998 $1,049,655 $14,216,438 $ 558,835 $72,557,734
See accompanying notes to financial statements.
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATMENTS
_______________
1. PLAN TERMINATION:
On March 18, 1999, the employer adopted an amendment to
the Plan providing for the termination of the Plan
effective as of the end of the last payroll period ending
immediately prior to the closing of the Agreement and Plan
of Merger dated October 8, 1998, as amended, among Clear
Channel Communications, Inc., CCU Merger Sub, Inc. and
Jacor Communications, Inc. After the receipt of a
favorable determination letter from the Internal Revenue
Service with respect to the termination of the Plan, or
such earlier date as may be determined by the plan
administrator, all amounts credited to the accounts of
participants in the Plan shall be distributed in
accordance with the terms of the Plan.
2. DESCRIPTION OF THE PLAN:
The following description of the Jacor Communications,
Inc. Retirement Plan provides only general information.
Participants should refer to the Prospectus covering the
Plan and the Summary Plan Description for a more complete
description of the Plan's provisions.
A. GENERAL - The Plan is a defined contribution plan covering all
employees of the Company who meet the minimum
eligibility requirements of age 21 and twelve
consecutive months of employment with a minimum of 1,000
hours of service in such twelve-month period. It is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA). The contributions
and earnings are taxable to the participants, subject to
certain exceptions, upon withdrawal from the Plan.
B. CONTRIBUTIONS - Participants in the Plan may elect to contribute a
percentage of their pretax earnings to the Plan. Currently, the
Company, at the discretion of the Board of Directors, is matching
fifty percent of the employee's elective contribution up to four
percent of their annual eligible compensation. Additional amounts
may be contributed by the employer for the benefit of all
employees.
C. PARTICIPANT'S ACCOUNTS - Each participant's account is credited
with the participant's contribution, the Company's matching
contribution, and plan earnings or losses.
D. VESTING - Participants are immediately vested in their accounts.
E. PAYMENT OF BENEFITS - On termination of service, a participant will
receive a lump sum benefit payment no later than sixty days
subsequent to the end of the plan year in which the termination is
effective provided that the participant's balance is less than
$5,000. For participants with balances greater than $5,000,
distribution may be deferred until retirement, if so elected by the
participant.
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
________
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The following describes the significant accounting
policies followed in the preparation of these financial
statements.
A. Investments Valuation
Investments in securities (common stock and mutual funds), other
than the Stable Asset Fund, are valued at the fair market value,
based upon quoted market prices as of the last business day of the
year.
Investments, at fair value, which represent greater than 5% of plan
assets at December 31, 1998 and 1997 consist of the following:
1998 1997
Jacor Common Stock $15,363,673 $12,095,765
CIGNA Guaranteed Long-Term Account 5,817,892 6,307,990
American Funds - American Balanced Fund 10,263,676 8,985,477
American Funds - The Growth Fund of America 18,425,790 11,862,355
American Funds - EuroPacific Growth Fund 5,807,730 4,579,098
American Funds - Washington Mutual 13,941,055 11,194,137
Investment Fund
The Guaranteed Long-Term Account, which consists of guaranteed
annuity contracts, are considered to be fully benefit-responsive
and are valued at contract value which approximates fair value.
Interest rate resets for the guaranteed annuity contracts are
determined every six months and are based upon CIGNA's evaluation
of the contract's underlying assets. The average yield for plan
year 1998 was 6.10% and for 1997 was 6.05%. The interest rate at
December 31, 1998 and 1997 was 6.05%.
Purchases and sales of securities are reflected on a trade date
basis. Gain or loss on sales of securities is based on specific
identification of cost for common stock of the Company and average
cost for other securities.
The Plan presents in the statement of changes in net assets the net
appreciation (depreciation) in the fair value of its investments
which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
________
At December 31, 1998, the number of employees participating by
investment direction was:
Stable Asset Fund 1,977
International Fund 1,698
Balanced Fund 1,876
Growth Fund 2,407
Bond Fund 556
Core Equity Fund 1,870
Company Stock Fund 2,219
B. 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 contributions and investment earnings and expenses
during the reporting periods. Actual results could differ from
those estimates.
4. TAX STATUS:
The Plan has received a favorable determination for
qualification under Sections 401(a) and 401(k) (dated June
7, 1995) of the Internal Revenue Code and the related
trust is exempt from federal income taxes under provisions
of Section 501 (a) of the Internal Revenue Code. Although
the Plan has been amended since receiving the favorable
determination letter, the plan administrator believes that
the Plan is currently designed and being operated in
compliance with the applicable requirements of the
Internal Revenue Code.
5. EXPENSES OF THE PLAN:
Currently, the employer pays all administrative expenses
of the Plan.
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
________
6. PLAN AMENDMENTS:
The Plan Sponsor adopted plan amendments effective the beginning of
1999:
- - Change the eligibility of an employee to enable him to
become a participant of the Plan on the first day of the
first calendar quarter that begins on or after the expiration
of ninety days from the employees employment commencement
date.
- - Amend the specified percentage of compensation to be
matched to be four percent (unless otherwise specified by the
Board of Directors).
- - Eliminate a participant's ability to receive more than
one loan in any consecutive twelve-month period unless the
proceeds of a second loan is used to pay off any outstanding
balance of a prior plan loan and the remaining proceeds are
used for any purpose that would entitle a participant to make
a hardship withdrawl.
- - Effective April 30, 1999, distribution to a participant
may commence less than 30 days after the written explanation
provided that the participant receives the required
information.
- - Upon termination of the plan, if the participant has not
elected a method of distribution within six months of being
provided with the distribution form, the plan sponsor is able
to distribute the entire nonforfeitable benefit in cash.
The Plan Sponsor adopted plan amendments retroactively effective
beginning in 1996, the most significant of which are the following:
- - To adopt the simplified definition of a highly
compensated employee, generally an employee earning $80,000
or more.
- - Dispose of the family aggregation rules.
The Plan Sponsor adopted plan amendments retroactively effective
beginning in 1997, the most significant of which are the following:
- - Amend the actual deferral and contribution percentage
for any highly compensated employees.
- - Amend the qualifications of a highly compensated
employee to receive excess contributions.
- - Recognize credit for military service
- - Change the lump sum benefit payment requirements from a
$3,500 to a $5,000 participant balance.
- - Authorize loans for: medical expenses, the purchase or
rehabilitation of a principal residence, and/or payment of
reasonable expenses associated with the education of the
participant, his spouse, children or dependents.
- - Effective June 30, 1997, any distribution that would
consist of fewer than 100 shares of employer securities will
be made in cash unless the participant elects to receive the
distribution in the form of employer securities and the fair
market value of the employer securities is more than $500.
- - After September 1, 1997, the plan eliminated the
evidence of hardship requirements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
________
7. RECONCILIATION TO FORM 5500:
Department of Labor regulations require that the
differences between the amounts included in the financial
statements of the Plan and reported on Form 5500 be
disclosed. Amounts allocated to accounts of persons who
have elected to withdraw from the Plan but have not yet
been paid as of December 31, 1998 and 1997, in the amounts
of $1,260,484 and $1,609,603, respectively, are reported
as a liability on Form 5500 but not in these financial
statements prepared in conformity with generally accepted
accounting principles. In addition, the Form 5500 for the
year ended December 31, 1998 reflects benefits paid to
participants of $9,308,908.
<PAGE>
<TABLE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
<CAPTION>
Number of
Shares or
Interest Principal Current
Name of Issuer and Title of Issue Rate Amount Cost Value
<S> <C> <C> <C> <C>
Temporary Cash Investments 1,032,449 $ 1,032,449 $ 1,032,449
Jacor Communications, Inc.
Common Stock * 238,659 8,296,862 15,363,673
American Funds EuroPacific
Growth Fund 204,498 5,403,042 5,807,730
American Funds American
Balanced Fund 651,248 9,675,727 10,263,676
American Funds The Growth
Fund of America 822,580 14,746,469 18,425,790
American Funds The Bond
Fund of America 75,503 1,037,593 1,027,595
American Funds Washington
Mutual Fund 423,612 11,725,299 13,941,055
CIGNA Guaranteed Long-
Term Account 5,817,892 5,817,892 5,817,892
Loans to participants 6.25% - 10.5% 0 558,835
TOTAL INVESTMENTS $57,735,333 $72,238,695
* Party-in-interest to the Plan.
</TABLE>
<PAGE>
<TABLE>
JACOR COMMUNICATIONS, INC.
Line 27d - Schedule of Reportable Transactions
Year ended December 31, 1998
<CAPTION>
Expense
Incurred Current Net Gain
Purchase Selling with Cost of Value or Number of
Price Price Transaction Asset of Asset(A) (Loss) Transactions
<S> <C> <C> <C> <C> <C> <C> <C>
ASSET:
Category (i) - a single transaction in excess of 5% of plan assets
American Balanced Fund $ 691,981 $ 621,452 $ 70,529
American Balanced Fund $ 586,616 586,616
Euro Pacific Growth Fund 305,700 276,540 29,160
Bond Fund of America Inc. 84,285 84,285
Bond Fund of America Inc. 128,091 126,335 1,756
Bond Fund of America Inc. 298,688 304,060 (5,372)
Washington Mutual
Investment Fund 741,201 741,201
Washington Mutual
Investment Fund 2,079,899 1,626,178 453,721
Washington Mutual
Investment Fund 1,054,941 1,054,941
American Growth Fund 1,712,419 1,712,419
Category (iii) - a series of transactions in a security issue aggregating 5% of
plan assets
American Balanced Fund $2,454,729 $2,454,729 22
American Balanced Fund $1,228,429 1,129,265 $ 99,164 4
American Growth Fund 4,502,203 4,502,203 21
American Growth Fund 468,214 389,001 79,213 1
Euro Pacific Growth Fund 1,203,096 1,203,096 21
Euro Pacific Growth Fund 408,194 378,238 29,956 2
Bond Fund of America Inc. 385,314 385,314 30
Bond Fund of America Inc. 426,779 430,395 (3,616) 2
Washington Mutual
Investment Fund 3,765,988 3,765,988 24
Washington Mutual
Investment Fund 2,125,502 1,666,635 458,867 3
Jacor Communications, Inc.
Common Stock 2,166,801 2,166,801 34
Jacor Communications, Inc.
Common Stock 192,687 181,181 11,506 1
</TABLE>
<PAGE>
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statements of Jacor Communications, Inc. on Forms S-8 (File Nos.
33-10329, 33-65126, 33-56385, 33-61719, 333-28587, 333-28371, 333-
28399, 333-28401, 333-28363, 333-77131, and 333-77129) and Forms
S-3 (File Nos. 333-21419, 333-51489 and 333-06639) of our report
dated June 17, 1999, on our audits of the financial statements of
Jacor Communications, Inc. Retirement Plan as of December 31,
1998 and 1997, and for the year ended December 31, 1998, which
report is included in this Form 11-K.
PricewaterhouseCoopers LLP
Cincinnati, Ohio
June 28, 1999
