<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act of 1934
(Amendment No. 1)*
PREMIERE RADIO NETWORKS, INC.
-----------------------------
(Name of Issuer)
(i) Common Stock, par $0.01 value per share;
--------------------------------------------
(ii) Class A Common Stock, par $0.01 value per share
----------------------------------------------------
(Title of Class of Securities)
(i) 740906 20 1; (ii) 740906 10 2
---------------------------------
(CUSIP Number)
Harold S. Wrobel
Premiere Radio Networks, Inc.
15260 Ventura Blvd., Suite 500, Los Angeles, CA 91403 Telephone (818) 377-5300
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 1, 1996
-------------
(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 out 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.)
(Continued on following page(s))
PAGE 1 OF 34 PAGES
<PAGE>
CUSIP NO. 740906 20 1 SCHEDULE 13D PAGE 2 OF 34 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TIMOTHY M. KELLY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZEN OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
49,166 (SEE ITEM 5.I)
NUMBER OF 8 SHARED VOTING POWER
SHARES 1,788,624 (SEE ITEM 5.I)
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 211,346 (SEE ITEM 5.I)
EACH 10 SHARED DISPOSITIVE POWER
REPORTING PERSON 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
211,346 (SEE ITEM 5.I)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 740906 10 2 SCHEDULE 13D PAGE 3 OF 34 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TIMOTHY M. KELLY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZEN OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
24,583 (SEE ITEM 5.I)
NUMBER OF 8 SHARED VOTING POWER
SHARES 894,312 (SEE ITEM 5.I)
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 105,673 (SEE ITEM 5.I)
EACH 10 SHARED DISPOSITIVE POWER
REPORTING PERSON 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,673 (SEE ITEM 5.I)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 740906 20 1 SCHEDULE 13D PAGE 4 OF 34 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KRAIG T. KITCHIN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZEN OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
69,948 (SEE ITEM 5.II)
NUMBER OF 8 SHARED VOTING POWER
SHARES 1,788,624 (SEE ITEM 5.II)
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 160,160 (SEE ITEM 5.II)
EACH 10 SHARED DISPOSITIVE POWER
REPORTING PERSON 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,160 (SEE ITEM 5.II)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 740906 10 2 SCHEDULE 13D PAGE 5 OF 34 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KRAIG T. KITCHIN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZEN OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
34,974 (SEE ITEM 5.II)
NUMBER OF 8 SHARED VOTING POWER
SHARES 894,312 (SEE ITEM 5.II)
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 80,080 (SEE ITEM 5.II)
EACH 10 SHARED DISPOSITIVE POWER
REPORTING PERSON 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,080 (SEE ITEM 5.II)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 740906 20 1 SCHEDULE 13D PAGE 6 OF 34 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEPHEN C. LEHMAN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZEN OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
63,000 (SEE ITEM 5.III)
NUMBER OF 8 SHARED VOTING POWER
SHARES 1,788,624 (SEE ITEM 5.III)
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 733,420 (SEE ITEM 5.III)
EACH 10 SHARED DISPOSITIVE POWER
REPORTING PERSON 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
733,420 (SEE ITEM 5.III)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 740906 10 2 SCHEDULE 13D PAGE 7 OF 34 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEPHEN C. LEHMAN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZEN OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
31,500 (SEE ITEM 5.III)
NUMBER OF 8 SHARED VOTING POWER
SHARES 894,312 (SEE ITEM 5.III)
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 366,710 (SEE ITEM 5.III)
EACH 10 SHARED DISPOSITIVE POWER
REPORTING PERSON 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
366,710 (SEE ITEM 5.III)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 740906 20 1 SCHEDULE 13D PAGE 8 OF 34 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EDWARD A. MANN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZEN OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
54,742 (SEE ITEM 5.IV)
NUMBER OF 8 SHARED VOTING POWER
SHARES 1,788,624 (SEE ITEM 5.IV)
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 146,480 (SEE ITEM 5.IV)
EACH 10 SHARED DISPOSITIVE POWER
REPORTING PERSON 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,480 (SEE ITEM 5.IV)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 740906 10 2 SCHEDULE 13D PAGE 9 OF 34 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EDWARD A. MANN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZEN OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
27,371 (SEE ITEM 5.IV)
NUMBER OF 8 SHARED VOTING POWER
SHARES 894,312 (SEE ITEM 5.IV)
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 73,240 (SEE ITEM 5.IV)
EACH 10 SHARED DISPOSITIVE POWER
REPORTING PERSON 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,240 (SEE ITEM 5.IV)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 740906 20 1 SCHEDULE 13D PAGE 10 OF 34 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LOUISE PALANKER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZEN OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
80,104 (SEE ITEM 5.V)
NUMBER OF 8 SHARED VOTING POWER
SHARES 1,788,624 (SEE ITEM 5.V)
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 300,180 (SEE ITEM 5.V)
EACH 10 SHARED DISPOSITIVE POWER
REPORTING PERSON 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,180 (SEE ITEM 5.V)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 740906 10 2 SCHEDULE 13D PAGE 11 OF 34 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LOUISE PALANKER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/X/
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZEN OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
40,052 (SEE ITEM 5.V)
NUMBER OF 8 SHARED VOTING POWER
SHARES 894,312 (SEE ITEM 5.V)
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 150,090 (SEE ITEM 5.V)
EACH 10 SHARED DISPOSITIVE POWER
REPORTING PERSON 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,090 (SEE ITEM 5.V)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 740906 20 1 SCHEDULE 13D PAGE 12 OF 34 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HAROLD S. WROBEL
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZEN OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
171,569 (SEE ITEM 5.VI)
NUMBER OF 8 SHARED VOTING POWER
SHARES 1,788,624 (SEE ITEM 5.VI)
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 225,567 (SEE ITEM 5.VI)
EACH 10 SHARED DISPOSITIVE POWER
REPORTING PERSON 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,567 (SEE ITEM 5.VI)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 740906 10 2 SCHEDULE 13D PAGE 13 OF 34 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HAROLD S. WROBEL
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZEN OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
85,785 (SEE ITEM 5.VI)
NUMBER OF 8 SHARED VOTING POWER
SHARES 894,312 (SEE ITEM 5.VI)
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 112,784 (SEE ITEM 5.VI)
EACH 10 SHARED DISPOSITIVE POWER
REPORTING PERSON 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
112,784 (SEE ITEM 5.VI)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 740906 20 1 SCHEDULE 13D PAGE 14 OF 34 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT W. CRAWFORD
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZEN OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
58,433 (SEE ITEM 5.VII)
NUMBER OF 8 SHARED VOTING POWER
SHARES 1,788,624 (SEE ITEM 5.VII)
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 58,433 (SEE ITEM 5.VII)
EACH 10 SHARED DISPOSITIVE POWER
REPORTING PERSON 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,433 (SEE ITEM 5.VII)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 740906 10 2 SCHEDULE 13D PAGE 15 OF 34 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT W. CRAWFORD
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZEN OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
29,217 (SEE ITEM 5.VII)
NUMBER OF 8 SHARED VOTING POWER
SHARES 894,312 (SEE ITEM 5.VII)
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 29,217 (SEE ITEM 5.VII)
EACH 10 SHARED DISPOSITIVE POWER
REPORTING PERSON 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,217 (SEE ITEM 5.VII)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Reference is hereby made to that certain Schedule 13D, dated October 20,
1995, filed by Stephen C. Lehman, Louise Palanker, Timothy M. Kelly, Edward A.
Mann, Kraig T. Kitchin, Harold S. Wrobel and Robert W. Crawford (the "Reporting
Persons") with respect to the common stock, par value $0.01 per share (the
"Common Stock"), of Premiere Radio Networks, Inc., a Delaware corporation (the
"Issuer"), referred to herein as the "Schedule." Unless otherwise indicated,
capitalized terms used herein have the meanings ascribed to them in the
Schedule. Unless otherwise indicated herein, the information contained in the
Schedule remains unchanged. The Schedule is hereby amended as follows:
ITEM 1. SECURITY ISSUER.
Item 1 of the Schedule is hereby amended and restated as follows:
This Schedule relates to the Common Stock and the Class A common stock, par
value $0.01 per share (the "Class A Common Stock") of the Issuer. The principal
executive offices of the Issuer are located at 15260 Ventura Boulevard, 5th
Floor, Los Angeles, California 91403-5339.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule is hereby amended by adding the following:
On January 25, 1996, the Issuer entered into an Exchange Agreement (the
"Exchange Agreement") with Stephen C. Lehman, Timothy M. Kelly, Edward A. Mann
and Kraig T. Kitchin (collectively, the "Selling Stockholders") pursuant to
which the Selling Stockholders agreed to exchange an aggregate of 140,000 shares
of Common Stock for an equal number of shares of Class A Common Stock. The
Selling Stockholders exchanged the number of shares set forth next to their
names: Stephen C. Lehman (50,000), Timothy M. Kelly (35,000), Kraig T. Kitchin
(20,000), and Edward A. Mann (35,000). A copy of the Exchange Agreement is
attached hereto as Exhibit 6 and incorporated herein by reference.
On January 31, 1996, pursuant to a firm underwritten public offering
registered on Form SB-2, as amended (Registration No. 33-99808), the Selling
Stockholders sold an aggregate of 140,000 shares of Class A Common Stock along
with the 1,360,000 shares of Class A Common Stock sold by the Issuer.
In addition, the Issuer declared a one-for-two stock dividend (the "Class A
Dividend") to all holders of either of Common Stock or Class A Common Stock,
payable on April 1, 1996 in shares of Class A Common Stock. The Class A
Dividend will be accounted for as a three-for-two stock split.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule is hereby amended and restated as follows:
Daniel M. Yukelson, the Vice President/Finance and Chief Financial Officer
of the Issuer, has advised that there were 3,507,082 shares of Common Stock and
4,003,154 shares of Class A Common Stock outstanding on May 6, 1996.
Page 16 of 34
<PAGE>
I. TIMOTHY M. KELLY
A. COMMON STOCK
1. Aggregate number of shares of Common Stock beneficially owned:
211,346 [includes 162,180 shares of Common Stock and 49,166
shares of Common Stock issuable upon exercise of options
exercisable within 60 days of the date hereof].
2. Percentage of outstanding shares of Common Stock beneficially
owned: 5.9%
3. Number of shares as to which there is sole power to vote or to
direct the vote: 49,166 [does not include 162,180 shares of
Common Stock included in the Voting Trust, 65,401 of which Mr.
Kelly has granted irrevocable voting rights to Archon
Communications Inc.].
*4. Number of shares as to which there is shared power to vote or to
direct the vote: 1,788,624 [represents shares included in the
Voting Trust].
5. Number of shares as to which there is sole power to dispose or to
direct the disposition: 211,346 (includes shares of Common Stock
subject to contractual restrictions on disposition as set forth
in the Stockholders Agreement].
6. Number of shares as to which there is shared power to dispose or
to direct the disposition: 0
B. CLASS A COMMON STOCK
1. Aggregate number of shares of Class A Common Stock beneficially
owned: 105,673 [includes 81,090 shares of Class A Common Stock
and 24,583 shares of Class A Common Stock issuable upon exercise
of options exercisable within 60 days of the date hereof].
2. Percentage of outstanding shares of Class A Common Stock
beneficially owned: 2.6%
3. Number of shares as to which there is sole power to vote or to
direct the vote: 24,583 [does not include 81,090 shares of Class
A Common Stock included in the Voting Trust, 32,700 of which Mr.
Kelly has granted irrevocable voting rights to Archon
Communications Inc.].
**4. Number of shares as to which there is shared power to vote or to
direct the vote: 894,312 [represents shares included in the
Voting Trust].
5. Number of shares as to which there is sole power to dispose or to
direct the disposition: 105,673 [includes shares of Class A
Common Stock subject to contractual restrictions on disposition
as set forth in the Stockholders Agreement].
6. Number of shares as to which there is shared power to dispose or
to direct the disposition: 0
- ----------------
(*) Pursuant to their obligations under the Voting Trust Agreement, the
Reporting Persons intend to deposit an aggregate of 11,696 additional
shares of Common Stock into the Voting Trust.
(**) Pursuant to their obligations under the Voting Trust Agreement, the
Reporting Persons intend to deposit an aggregate of 5,848 additional shares
of Class A Common Stock into the Voting Trust.
Page 17 of 34
<PAGE>
II. KRAIG T. KITCHIN
A. COMMON STOCK
1. Aggregate number of shares of Common Stock beneficially owned:
160,160 [includes 107,660 shares of Common Stock and 52,500
shares of Common Stock issuable upon exercise of options
exercisable within 60 days of the date hereof].
2. Percentage of outstanding shares of Common Stock beneficially
owned 4.5%
3. Number of shares as to which there is sole power to vote or to
direct the vote: 69,948 [does not include 90,212 shares of
Common Stock included in the Voting Trust, 28,246 of which Mr.
Kitchin has granted irrevocable voting rights to Archon
Communications Inc.].
*4. Number of shares as to which there is shared power to vote or to
direct the vote: 1,788,624 [represents shares included in the
Voting Trust].
5. Number of shares as to which there is sole power to dispose or to
direct the disposition: 160,160 [includes shares of Common Stock
subject to contractual restrictions on disposition as set forth
in the Stockholders Agreement].
6. Number of shares as to which there is shared power to dispose or
to direct the disposition: 0
B. CLASS A COMMON STOCK
1. Aggregate number of shares of Class A Common Stock beneficially
owned: 80,080 [includes 53,830 shares of Class A Common Stock
and 26,250 shares of Class A Common Stock issuable upon exercise
of options exercisable within 60 days of the date hereof].
2. Percentage of outstanding shares of Class A Common Stock
beneficially owned: 2.0%
3. Number of shares as to which there is sole power to vote or to
direct the vote: 34,974 [does not include 45,106 shares of Class
A Common Stock included in the Voting Trust, 14,123 of which Mr.
Kitchin has granted irrevocable voting rights to Archon
Communications Inc.].
**4. Number of shares as to which there is shared power to vote or to
direct the vote: 894,312 [represents shares included in the
Voting Trust].
5. Number of shares as to which there is sole power to dispose or to
direct the disposition: 80,080 [includes shares of Class A
Common Stock subject to contractual restrictions on disposition
as set forth in the Stockholders Agreement].
6. Number of shares as to which there is shared power to dispose or
to direct the disposition: 0
- ----------
(*) Pursuant to their obligations under the Voting Trust Agreement, the
Reporting Persons intend to deposit an aggregate of 11,696 additional
shares of Common Stock into the Voting Trust.
(**) Pursuant to their obligations under the Voting Trust Agreement, the
Reporting Persons intend to deposit an aggregate of 5,848 additional shares
of Class A Common Stock into the Voting Trust.
Page 18 of 34
<PAGE>
III. STEPHEN C. LEHMAN
A. COMMON STOCK.
1. Aggregate number of shares of Common Stock beneficially owned:
733,420 [includes 670,420 shares of Common Stock and 63,000
shares of Common Stock issuable upon exercise of options
exercisable within 60 days of the date hereof].
2. Percentage of outstanding shares of Common Stock beneficially
owned: 20.5%
3. Number of shares as to which there is sole power to vote or to
direct the vote: 63,000 [does not include 670,420 shares of
Common Stock included in the Voting Trust, 210,658 of which Mr.
Lehman has granted irrevocable voting rights to Archon
Communications Inc.].
*4. Number of shares as to which there is shared power to vote or to
direct the vote: 1,788,624 [represents shares included in the
Voting Trust].
5. Number of shares as to which there is sole power to dispose or to
direct the disposition: 733,420 [includes shares of Common Stock
subject to contractual restrictions on disposition as set forth
in the Stockholders Agreement].
6. Number of shares as to which there is shared power to dispose or
to direct the disposition: 0
B. CLASS A COMMON STOCK.
1. Aggregate number of shares of Class A Common Stock beneficially
owned: 366,710 [includes 335,210 shares of Class A Common Stock
and 31,500 shares of Class A Common Stock issuable upon exercise
of options exercisable within 60 days of the date hereof].
2. Percentage of outstanding shares of Common Stock beneficially
owned: 9.1%
3. Number of shares as to which there is sole power to vote or to
direct the vote: 31,500 [does not include 335,210 shares of
Class A Common Stock included in the Voting Trust, 105,329 of
which Mr. Lehman has granted irrevocable voting rights to Archon
Communications Inc.].
**4. Number of shares as to which there is shared power to vote or to
direct the vote: 894,312 [represents shares included in the
Voting Trust].
5. Number of shares as to which there is sole power to dispose or to
direct the disposition: 366,710 [includes shares of Class A
Common Stock subject to contractual restrictions on disposition
as set forth in the Stockholders Agreement].
6. Number of shares as to which there is shared power to dispose or
to direct the disposition: 0
- ----------
(*) Pursuant to their obligations under the Voting Trust Agreement, the
Reporting Persons intend to deposit an aggregate of 11,696 additional
shares of Common Stock into the Voting Trust.
(**) Pursuant to their obligations under the Voting Trust Agreement, the
Reporting Persons intend to deposit an aggregate of 5,848 additional shares
of Class A Common Stock into the Voting Trust.
Page 19 of 34
<PAGE>
IV. EDWARD A. MANN
A. COMMON STOCK.
1. Aggregate number of shares of Common Stock beneficially owned:
146,480 [includes 118,480 shares of Common Stock and 28,000
shares of Common Stock issuable upon exercise of options
exercisable within 60 days of the date hereof].
2. Percentage of outstanding shares of Common Stock beneficially
owned: 4.1%
3. Number of shares as to which there is sole power to vote or to
direct the vote: 54,742 [does not include 91,738 shares of
Common Stock included in the Voting Trust, 28,724 of which Mr.
Mann has granted irrevocable voting rights to Archon
Communications Inc.].
*4. Number of shares as to which there is shared power to vote or to
direct the vote: 1,788,624 [represents shares included in the
Voting Trust].
5. Number of shares as to which there is sole power to dispose or to
direct the disposition: 146,480 [includes shares of Common Stock
subject to contractual restrictions on disposition as set forth
in the Stockholders Agreement].
6. Number of shares as to which there is shared power to dispose or
to direct the disposition: 0
B. CLASS A COMMON STOCK.
1. Aggregate number of shares of Class A Common Stock beneficially
owned: 73,240 [includes 59,240 shares of Class A Common Stock
and 14,000 shares of Class A Common Stock issuable upon exercise
of options exercisable within 60 days of the date hereof].
2. Percentage of outstanding shares of Class A Common Stock
beneficially owned: 1.8%
3. Number of shares as to which there is sole power to vote or to
direct the vote: 27,371 [does not include 45,869 shares of Class
A Common Stock included in the Voting Trust, 14,362 of which Mr.
Mann has granted irrevocable voting rights to Archon
Communications Inc.].
**4. Number of shares as to which there is shared power to vote or to
direct the vote: 894,312 [represents shares included in the
Voting Trust].
5. Number of shares as to which there is sole power to dispose or to
direct the disposition: 73,240 [includes shares of Class A
Common Stock subject to contractual restrictions on disposition
as set forth in the Stockholders Agreement].
6. Number of shares as to which there is shared power to dispose or
to direct the disposition: 0
- ----------
(*) Pursuant to their obligations under the Voting Trust Agreement, the
Reporting Persons intend to deposit an aggregate of 11,696 additional
shares of Common Stock into the Voting Trust.
(**) Pursuant to their obligations under the Voting Trust Agreement, the
Reporting Persons intend to deposit an aggregate of 5,848 additional shares
of Class A Common Stock into the Voting Trust.
Page 20 of 34
<PAGE>
V. LOUISE PALANKER
A. COMMON STOCK.
1. Aggregate number of shares of Common Stock beneficially owned:
300,180 [includes 268,180 shares of Common Stock and 32,000
shares of Common Stock issuable upon exercise of options
exercisable within 60 days of the date hereof].
2. Percentage of outstanding shares of Common Stock beneficially
owned: 8.5%
3. Number of shares as to which there is sole power to vote or to
direct the vote: 80,104 [does not include 220,076 shares of
Common Stock included in the Voting Trust, 68,908 of which Ms.
Palanker has granted irrevocable voting rights to Archon
Communications Inc.].
*4. Number of shares as to which there is shared power to vote or to
direct the vote: 1,788,624 [represents shares included in the
Voting Trust].
5. Number of shares as to which there is sole power to dispose or to
direct the disposition: 300,180 [includes shares of Common Stock
subject to contractual restrictions on disposition as set forth
in the Stockholders Agreement].
6. Number of shares as to which there is shared power to dispose or
to direct the disposition: 0
B. CLASS A COMMON STOCK.
1. Aggregate number of shares of Class A Common Stock beneficially
owned: 150,090 [includes 134,090 shares of Class A Common Stock
and 16,000 shares of Class A Common Stock issuable upon exercise
of options exercisable within 60 days of the date hereof].
2. Percentage of outstanding shares of Class A Common Stock
beneficially owned: 3.7%
3. Number of shares as to which there is sole power to vote or to
direct the vote: 40,052 [does not include 110,038 shares of
Class A Common Stock included in the Voting Trust, 34,454 of
which Ms. Palanker has granted irrevocable voting rights to
Archon Communications Inc.]
**4. Number of shares as to which there is shared power to vote or to
direct the vote: 894,312 [represents shares included in the
Voting Trust].
5. Number of shares as to which there is sole power to dispose or to
direct the disposition: 150,090 [includes shares of Class A
Common Stock subject to contractual restrictions on disposition
as set forth in the Stockholders Agreement].
6. Number of shares as to which there is shared power to dispose or
to direct the disposition: 0
- ----------
(*) Pursuant to their obligations under the Voting Trust Agreement, the
Reporting Persons intend to deposit an aggregate of 11,696 additional
shares of Common Stock into the Voting Trust.
(**) Pursuant to their obligations under the Voting Trust Agreement, the
Reporting Persons intend to deposit an aggregate of 5,848 additional shares
of Class A Common Stock into the Voting Trust.
Page 21 of 34
<PAGE>
VI. HAROLD S. WROBEL
A. COMMON STOCK
1. Aggregate number of shares of Common Stock beneficially owned:
225,567 [includes 108,580 shares of Common Stock and 116,987
shares of Common Stock issuable upon exercise of options and
warrants exercisable within 60 days of the date hereof].
2. Percentage of outstanding shares of Common Stock beneficially
owned: 6.2%
3. Number of shares as to which there is sole power to vote or to
direct the vote: 171,569 [does not include 53,998 shares of
Common Stock included in the Voting Trust, 16,908 of which Mr.
Wrobel has granted irrevocable voting rights to Archon
Communications Inc.].
*4. Number of shares as to which there is shared power to vote or to
direct the vote: 1,788,624 [represents shares included in the
Voting Trust].
5. Number of shares as to which there is sole power to dispose or to
direct the disposition: 225,567 [includes shares of Common Stock
subject to contractual restrictions on disposition as set forth
in the Stockholders Agreement].
6. Number of shares as to which there is shared power to dispose or
to direct the disposition: 0
B. CLASS A COMMON STOCK
1. Aggregate number of shares of Class A Common Stock beneficially
owned: 112,784 [includes 54,290 shares of Class A Common Stock
and 58,494 shares of Class A Common Stock issuable upon exercise
of options and warrants exercisable within 60 days of the date
hereof].
2. Percentage of outstanding shares of Class A Common Stock
beneficially owned: 2.8%
3. Number of shares as to which there is sole power to vote or to
direct the vote: 85,785 [does not include 26,999 shares of Class
A Common Stock included in the Voting Trust, 8,454 of which Mr.
Wrobel has granted irrevocable voting rights to Archon
Communications Inc.]
**4. Number of shares as to which there is shared power to vote or to
direct the vote: 894,312 [represents shares included in the
Voting Trust].
5. Number of shares as to which there is sole power to dispose or to
direct the disposition: 112,784 [includes shares of Class A
Common Stock subject to contractual restrictions on disposition
as set forth in the Stockholders Agreement].
6. Number of shares as to which there is shared power to dispose or
to direct the disposition: 0
- ----------
(*) Pursuant to their obligations under the Voting Trust Agreement, the
Reporting Persons intend to deposit an aggregate of 11,696 additional
shares of Common Stock into the Voting Trust.
(**) Pursuant to their obligations under the Voting Trust Agreement, the
Reporting Persons intend to deposit an aggregate of 5,848 additional shares
of Class A Common Stock into the Voting Trust.
Page 22 of 34
<PAGE>
VII. ROBERT W. CRAWFORD
A. COMMON STOCK.
1. Aggregate number of shares of Common Stock beneficially owned:
58,433 [includes 26,100 shares of Common Stock and 32,333 shares
of Common Stock issuable upon exercise of options exercisable
within 60 days of the date hereof].
2. Percentage of outstanding shares of Common Stock beneficially
owned: 1.7%
3. Number of shares as to which there is sole power to vote or to
direct the vote: 58,433
*4. Number of shares as to which there is shared power to vote or to
direct the vote: 1,788,624 [represents shares included in the
Voting Trust].
5. Number of shares as to which there is sole power to dispose or to
direct the disposition: 58,433
6. Number of shares as to which there is shared power to dispose or
to direct the disposition: 0
B. CLASS A COMMON STOCK.
1. Aggregate number of shares of Class A Common Stock beneficially
owned: 29,217 [includes 13,050 shares of Class A Common Stock
and 16,167 shares of Class A Common Stock issuable upon exercise
of options exercisable within 60 days of the date hereof].
2. Percentage of outstanding shares of Class A Common Stock
beneficially owned: 0.7%
3. Number of shares as to which there is sole power to vote or to
direct the vote: 29,217
**4. Number of shares as to which there is shared power to vote or to
direct the vote: 894,312 [represents shares included in the
Voting Trust].
5. Number of shares as to which there is sole power to dispose or to
direct the disposition: 29,217
6. Number of shares as to which there is shared power to dispose or
to direct the disposition: 0
- ----------
(*) Pursuant to their obligations under the Voting Trust Agreement, the
Reporting Persons intend to deposit an aggregate of 11,696 additional
shares of Common Stock into the Voting Trust.
(**) Pursuant to their obligations under the Voting Trust Agreement, the
Reporting Persons intend to deposit an aggregate of 5,848 additional shares
of Class A Common Stock into the Voting Trust.
Page 23 of 34
<PAGE>
VIII. REPORTING PERSONS AS A GROUP
A. COMMON STOCK.
1. Aggregate number of shares of Common Stock beneficially owned:
1,835,586 [includes 1,461,600 shares of Common Stock and 373,986
shares of Common Stock issuable upon exercise of options and
warrants exercisable within 60 days of the date hereof].
2. Percentage of outstanding shares of Common Stock beneficially
owned: 47.3%
3. Number of shares as to which there is sole power to vote or to
direct the vote: 546,962 [does not include 1,288,624 shares of
Common Stock included in the Voting Trust, 418,845 of which the
Group has granted irrevocable voting rights to Archon
Communications Inc.].
*4. Number of shares as to which there is shared power to vote or to
direct the vote: 1,788,624 [represents shares included in the
Voting Trust].
5. Number of shares as to which there is sole power to dispose or to
direct the disposition: 1,835,586 [includes shares of Common
Stock subject to contractual restrictions on disposition as set
forth in the Stockholders Agreement].
6. Number of shares as to which there is shared power to dispose or
to direct the disposition: 0
B. CLASS A COMMON STOCK.
1. Aggregate number of shares of Class A Common Stock beneficially
owned: 917,793 [includes 730,800 shares of Class A Common Stock
and 186,993 shares of Class A Common Stock issuable upon exercise
of options and warrants exercisable within 60 days of the date
hereof].
2. Percentage of outstanding shares of Class A Common Stock
beneficially owned: 21.9%
3. Number of shares as to which there is sole power to vote or to
direct the vote: 273,481 [does not include 644,312 shares of
Class A Common Stock included in the Voting Trust, 209,422 of
which the Group has granted irrevocable voting rights to Archon
Communications Inc.]
**4. Number of shares as to which there is shared power to vote or to
direct the vote: 894,312 [represents shares included in the
Voting Trust].
5. Number of shares as to which there is sole power to dispose or to
direct the disposition: 917,793 [includes shares of Class A
Common Stock subject to contractual restrictions on disposition
as set forth in the Stockholders Agreement].
6. Number of shares as to which there is shared power to dispose or
to direct the disposition: 0
- ----------
(*) Pursuant to their obligations under the Voting Trust Agreement, the
Reporting Persons intend to deposit an aggregate of 11,696 additional
shares of Common Stock into the Voting Trust.
(**) Pursuant to their obligations under the Voting Trust Agreement, the
Reporting Persons intend to deposit an aggregate of 5,848 additional shares
of Class A Common Stock into the Voting Trust.
Page 24 of 34
<PAGE>
IX. ARCHON COMMUNICATIONS INC.
A. COMMON STOCK.
1. Aggregate number of shares of Common Stock beneficially owned:
800,000
2. Percentage of outstanding shares of Common Stock beneficially
owned: 22.8%
3. Number of shares as to which there is sole power to vote or to
direct the vote: 300,000 [does not include 500,000 shares of
Common Stock included in the Voting Trust and 418,845 additional
shares of Common Stock included in the Voting Trust which the
Insiders have granted irrevocable voting rights to Archon
Communications Inc.]
*4. Number of shares as to which there is shared power to vote or to
direct the vote: 1,788,624 [represents shares included in the
Voting Trust].
5. Number of shares as to which there is sole power to dispose or to
direct the disposition: 800,000 [includes shares of Common Stock
subject to contractual restrictions on disposition as set forth
in the Stockholders Agreement].
6. Number of shares as to which there is shared power to dispose or
to direct the disposition: 0
B. CLASS A COMMON STOCK.
1. Aggregate number of shares of Class A Common Stock beneficially
owned: 400,000
2. Percentage of outstanding shares of Class A Common Stock
beneficially owned: 10.0%
3. Number of shares as to which there is sole power to vote or to
direct the vote: 150,000 [does not include 250,000 shares of
Class A Common Stock included in the Voting Trust and 209,422
additional shares of Class A Common Stock included in the Voting
Trust which the Insiders have granted irrevocable voting rights
to Archon Communications Inc.]
**4. Number of shares as to which there is shared power to vote or to
direct the vote: 894,312 [represents shares included in the
Voting Trust].
5. Number of shares as to which there is sole power to dispose or to
direct the disposition: 400,000 [includes shares of Class A
Common Stock subject to contractual restrictions on disposition
as set forth in the Stockholders Agreement].
6. Number of shares as to which there is shared power to dispose or
to direct the disposition: 0
- ----------
(*) Pursuant to their obligations under the Voting Trust Agreement, the
Reporting Persons intend to deposit an aggregate of 11,696 additional
shares of Common Stock into the Voting Trust.
(**) Pursuant to their obligations under the Voting Trust Agreement, the
Reporting Persons intend to deposit an aggregate of 5,848 additional shares
of Class A Common Stock into the Voting Trust.
Page 25 of 34
<PAGE>
ITEM 6. CONTRACTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER.
Item 6 of the Schedule is hereby amended by adding the following:
The information set forth above under "Item 4 - Purpose of Transaction" is
incorporated by reference in this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule is hereby amended by adding the following:
Exhibit No. Description
- ----------- ------------
6. Exchange Agreement dated as of January 25, 1996 by and among
Premiere Radio Networks, Inc., Stephen C. Lehman, Timothy M.
Kelly, Edward A. Mann and Kraig T. Kitchin.
Page 26 of 34
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
____________________________________________
(Signature)
STEPHEN C. LEHMAN, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
(Name/Title)
____________________________________________
(Signature)
LOUISE PALANKER, VICE PRESIDENT/CREATIVE
(Name/Title)
____________________________________________
(Signature)
TIMOTHY M. KELLY, EXECUTIVE VICE
PRESIDENT/PROGRAMMING
(Name/Title)
____________________________________________
(Signature)
EDWARD A. MANN, SENIOR VICE PRESIDENT/
AFFILIATE RELATIONS
(Name/Title)
____________________________________________
(Signature)
KRAIG T. KITCHIN, EXECUTIVE VICE
PRESIDENT/SALES
(Name/Title)
____________________________________________
(Signature)
HAROLD S. WROBEL, SENIOR VICE PRESIDENT
/BUSINESS & LEGAL AFFAIRS
(Name/Title)
____________________________________________
(Signature)
ROBERT W. CRAWFORD, DIRECTOR
May 8, 1996 (Name/Title)
Page 27 of 34
<PAGE>
EXHIBIT 6
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of
this 25th day of January, 1996 by and among Stephen C. Lehman, Timothy M. Kelly,
Edward A. Mann and Kraig T. Kitchin (collectively, the "Selling Stockholders")
and Premiere Radio Networks, Inc., a Delaware corporation (the "Company"), with
reference to the following facts and circumstances:
A. The Selling Stockholders are the beneficial owners of shares of the
Company's Common Stock, $.01 par value per share (the "Common Stock").
B. The Company has filed a Registration Statement on Form SB-2
(No. 33-99808), as amended (the "Registration Statement"), relating to an
underwritten public offering of the Company's Class A Common Stock, $.01 par
value per share (the "Class A Common Stock"). Capitalized terms not defined
herein shall have the meanings ascribed to them in the Registration
Statement.
C. The Company and the Selling Stockholders each want the Selling
Stockholders to participate in the offering contemplated by the Registration
Statement (the "Offering").
NOW, THEREFORE, IN CONSIDERATION of valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. DELIVERY AND EXCHANGE OF COMMON STOCK. Concurrently with the
execution of this Agreement, each Selling Stockholder shall deliver to U.S.
Stock Transfer Corporation, as Custodian pursuant to those certain Custody
Agreements of even date herewith and as Transfer Agent for the Common Stock and
the Class A Common Stock ("U.S. Stock Transfer"), certificates representing at
least the aggregate number of shares of Common Stock constituting Firm Shares
(as defined in the Underwriting Agreement) and Option Shares (as defined in the
Underwriting Agreement) for such Selling Stockholder, together with executed
copies of this Agreement and an Irrevocable Joint Letter of Instruction from the
Selling Stockholders and the Company, in the form of EXHIBIT A hereto, directing
the Transfer Agent to cancel that number of shares of Common Stock which
constitute Firm Shares and issue to the Selling Stockholders an equal number of
shares of Class A Common Stock upon execution of the Underwriting Agreement and
to cancel that number of shares of Common Stock which constitute Option Shares
(as defined in the Underwriting Agreement) and issue to the Selling Stockholders
an equal number of shares of Class A Common Stock upon and to the extent of any
exercise of the Underwriters' Over-Allotment Option.
2. GUARANTEED DELIVERY. To the extent that such share certificates are
not so delivered, each affected Selling Stockholder shall deliver to the Company
and the Transfer Agent, concurrently herewith, a notice of guaranteed delivery
in the form attached hereto as EXHIBIT B.
Page 28 of 34
<PAGE>
3. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard to conflict
of laws principles.
4. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which
together shall comprise one and the same instrument.
5. FURTHER ASSURANCES. The parties hereto agree to take such further
actions and execute such further instruments as may be reasonably necessary in
connection with the consummation of the transactions contemplated hereby.
6. AUTHORITY. The parties signing below represent they have the
requisite power and authority to bind the entity on whose behalf they are
signing.
7. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the Selling Stockholder and the Company with respect to the subject
matter hereof.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
Page 29 of 34
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
PREMIERE RADIO NETWORKS, INC.,
a Delaware corporation
By: /s/ Daniel M. Yukelson
-------------------------------------------------
Its: Vice President/Finance and Chief Financial
Officer
---------------------------------------------
/s/ Stephen C. Lehman
----------------------------------------------------
Stephen C. Lehman
/s/ Timothy M. Kelly
----------------------------------------------------
Timothy M. Kelly
/s/ Edward A. Mann
----------------------------------------------------
Edward A. Mann
/s/ Kraig T. Kitchin
----------------------------------------------------
Kraig T. Kitchin
Page 30 of 34
<PAGE>
IRREVOCABLE JOINT LETTER OF INSTRUCTIONS
January __, 1996
U.S. Stock Transfer Corporation
1745 Gardena Avenue
Glendale, California 91204
Gentlemen:
The undersigned hereby instruct you, in your capacity as the custodian
pursuant to those certain Custody Agreements of even date herewith and as
transfer agent for the Common Stock, $.01 par value per share (the "Common
Stock"), of Premiere Radio Networks, Inc., a Delaware corporation (the
"Company"), and for the Company's Class A Common Stock, $.01 par value per share
(the "Class A Common Stock"), as follows:
1. Concurrently herewith _______________ (the "Selling Stockholder") is
delivering to you certificates representing an aggregate of _________ shares of
Common Stock, consisting of ______________ Firm Shares and ____________ Option
Shares, as such terms are defined in that certain Underwriting Agreement of even
date herewith between Oppenheimer & Co., Inc., Montgomery Securities and
Dabney/Resnick, Inc., as representatives of the several underwriters set forth
therein (the "Representatives"), the Company, Stephen C. Lehman, Timothy M.
Kelly, Edward A. Mann and Kraig T. Kitchin (the "Underwriting Agreement"),
together with copies of a Custody Agreement of even date herewith executed by
the undersigned and an Exchange Agreement of even date herewith executed by the
undersigned and the Company.
2. Upon receipt by you of notice from the Company and any of the
Representatives of the execution of the Underwriting Agreement, you shall cancel
the Firm Shares, and issue a certificate in the name of the Selling Stockholder
for the same number of shares of Class A Common Stock which you shall deliver to
the Attorneys-in-Fact appointed pursuant to that certain Power of Attorney of
even date herewith executed by the Selling Stockholder, a copy of which has been
provided to you. You shall issue a certificate in the name of the Selling
Stockholder for the remaining shares of Common Stock, if any, which you shall
retain until you receive notice of exercise of the Underwriters' Overallotment
Option (as defined in the Underwriting Agreement) from the Company and any of
the Representatives (the "Exercise Notice") or April 30, 1996, whichever occurs
first.
EXHIBIT A
Page 31 of 34
<PAGE>
3. Upon receipt by you of the Exercise Notice, you shall cancel that
number of Option Shares specified in the Exercise Notice and issue a certificate
in the name of the Selling Stockholder for the same number of shares of Class A
Common Stock, which you shall deliver to the Attorneys-in-Fact. You shall issue
a certificate for the remaining shares of Common Stock, if any, which you shall
deliver to the Attorneys-in-Fact.
4. Any new stock certificates issued pursuant hereto shall bear any
legend appearing on the related cancelled certificate.
5. These instructions shall be irrevocable but shall terminate on April
30, 1996. Upon such termination, you shall return any remaining Common Stock
certificates to the Selling Stockholder.
6. To the extent that such share certificates are not so delivered in
accordance with paragraph 1 hereof, each affected Selling Stockholder shall
deliver to the Company and the Transfer Agent, concurrently herewith, a notice
of guaranteed delivery in the form attached hereto as EXHIBIT B.
7. These instructions may be executed in any number of counterparts, each
of which shall be deemed an original, and all of which together shall comprise
one and the same instrument.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
Page 32 of 34
<PAGE>
Very truly yours,
PREMIERE RADIO NETWORKS, INC.
By:
-------------------------------------------------
SELLING STOCKHOLDER
Page 33 of 34
<PAGE>
NOTICE OF GUARANTEED DELIVERY
The undersigned, a member of a registered national securities exchange or a
member of the National Association of Securities Dealers, Inc. or a commercial
bank or trust company having a office or a correspondent in the United States,
hereby guarantees delivery to U.S. Stock Transfer Corporation, 1745 Gardena
Avenue, Glendale, California 91204, as custodian pursuant to a Custodian
Agreement between ____________ and U.S. Trust Stock Transfer Corporation and as
transfer agent for the common stock, $.01 par value per share (the "Common
Stock"), of Premiere Radio Networks, Inc. of a certificate(s) representing
______________ shares of the Common Stock registered in the name of
_______________________ no later than four (4) business days after the date
hereof.
- ------------------------------- --------------------------------------
Name of Firm Authorized Signature
Name:
- ------------------------------- Title:
- ------------------------------- Dated:
Address --------------------------------
Telephone No.:
----------------
EXHIBIT B
Page 34 of 34
