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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PREMIERE RADIO NETWORKS, INC.
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(Name of Issuer)
(i) Common Stock, par $0.01 value per share;
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(ii) Class A Common Stock, par $0.01 value per share
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(Title of Class of Securities)
(i) 740906 20 1; (ii) 740906 10 2
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(CUSIP Number)
Gary N. Jacobs, Esq.
Christensen, White, Miller, Fink, Jacobs, Glaser & Shapiro, LLP
2121 Avenue of The Stars, Suite 1800, Los Angeles, CA 90067 Telephone
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(310) 553-3000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 1, 1996
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(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 this 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))
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CUSIP No. 740906 20 1 SCHEDULE 13D PAGE 2 OF 7 PAGES
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(1) NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
ARCHON COMMUNICATIONS INC.
IRS No. 95-4523968
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) /X/
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
WC; 00
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 1,266,982 (See Item 5(a)-(b), footnote (3).)
BY EACH REPORTING --------------------------------------------------
PERSON (8) SHARED VOTING POWER
-0- (See Item 5(a)-(b), footnote (3).)
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(9) SOLE DISPOSITIVE POWER
800,000 shares
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(10) SHARED DISPOSITIVE POWER
-0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000 shares
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
- -------------------------------------------------------------------------------
(13) PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
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(14) TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 740906 10 2 SCHEDULE 13D PAGE 3 OF 7 PAGES
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(1) NAME OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
ARCHON COMMUNICATIONS INC.
IRS No. 95-4523968
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) /X/
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
00
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 633,489 (See Item 5(a)-(b), footnote (5).)
BY EACH REPORTING --------------------------------------------------
PERSON (8) SHARED VOTING POWER
-0- (See Item 5(a)-(b), footnote (5).)
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(9) SOLE DISPOSITIVE POWER
400,000 shares
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(10) SHARED DISPOSITIVE POWER
-0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 shares
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
- -------------------------------------------------------------------------------
(13) PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
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(14) TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Reference is hereby made to that certain Schedule 13D, dated August 7,
1995, filed by Archon Communications Inc., a Delaware corporation ("Archon")
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
herein, the information contained in the Schedule remains unchanged. The
Schedule is hereby amended as follows:
ITEM 1. PURPOSE OF TRANSACTION.
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 is 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 31, 1996, pursuant to a firm underwritten public offering
registered on Form SB-2, as amended (Registration No. 33-99808), the Issuer and
certain stockholders of the Issuer sold an aggregate of 1,500,000 shares of
Class A Common Stock. On March 22, 1996, the Issuer declared a one-for-two
stock dividend (the "Class A Dividend") to all holders of either 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:
(a) - (b) The following table sets forth the information with respect to
shares of Common Stock and Class A Common Stock beneficially owned by each
person or entity named in Item 2 of this Schedule as of April 25, 1996. Unless
otherwise indicated, each person or entity listed has sole voting and investment
power with respect to the shares it holds.
PERCENT
OF
NUMBER OF CLASS A
NUMBER PERCENT SHARES OF COMMON
OF OF CLASS A STOCK
SHARES OF COMMON STOCK COMMON OUT-
NAME COMMON STOCK OUTSTANDING(1) STOCK STANDING(1)
- ---- ------------ -------------- --------- -----------
Archon
Communications
Inc. 1,266,982(2)(3) 36.1% 633,489(4)(5) 15.8%
Robert M. Fell 10,000(6) (7) 15,000(6) (7)
Kenin M. Spivak 10,000(6) (7) 15,000(6) (7)
(1) Based upon 3,507,082 shares of Common Stock and 4,003,154 shares of
Class A Common Stock represented by the Issuer to be outstanding on
May 6, 1996.
(2) Includes 466,982 shares of Common Stock as to which Archon has been
appointed as proxy and as to which it disclaims beneficial ownership.
PAGE 4 OF 7 PAGES
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(3) Excludes 869,779 shares of Common Stock which are subject to the
Voting Trust Agreement as to which Archon may acquire shared voting
power under certain circumstances as set forth in the Voting Trust
Agreement. Of the 1,266,982 shares of Common Stock set forth in the
table above, 918,845 shares are subject to the Voting Trust Agreement
and likewise may be subject to shared voting power under certain
circumstances as set forth in the Voting Trust Agreement. See Item 6
of the Schedule which is incorporated herein by this reference.
(4) Includes 233,489 shares of Class A Common Stock as to which Archon
has been appointed as proxy and as to which it disclaims beneficial
ownership.
(5) Excludes 434,890 shares of Class A Common Stock which are subject to
the Voting Trust Agreement as to which Archon may acquire shared
voting power under certain circumstances as set forth in the Voting
Trust Agreement. Of the 633,489 shares of Common Stock set forth in
the table above, 459,422 shares are subject to the Voting Trust
Agreement and likewise may be subject to shared voting power under
certain circumstances as set forth in the Voting Trust Agreement.
See Item 6 of the Schedule which is incorporated herein by this
reference.
(6) Represents shares of Common Stock issuable upon exercise of options
and warrants exercisable within 60 days of the date hereof.
(7) Less than 1%.
(c) Item 3 of the Schedule is incorporated herein by this
reference.
(d) With respect to the 466,982 shares of Common Stock and the
233,489 shares of Class A Common Stock as to which Archon has been appointed
proxy, the holders thereof have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such shares.
Such holders are identified on Schedule 5(d) hereto which is incorporated
herein by this reference.
(e) Not applicable.
PAGE 5 OF 7 PAGES
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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.
Dated: May 10, 1996
ARCHON COMMUNICATIONS INC.
By: /s/ Robert Fell
-----------------------------
Name: Robert Fell
Title: Co-Chief Executive Officer
and Treasurer
PAGE 6 OF 7 PAGES
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SCHEDULE 5(d)
NUMBER OF SHARES NUMBER OF SHARES
OF COMMON STOCK OF CLASS A
COVERED BY COMMON STOCK
PROXIES TO COVERED BY PROXIES
NAME OF HOLDER ARCHON TO ARCHON
- -------------- --------------- -----------------
Timothy Kelly 65,401 32,700
Kraig T. Kitchin 37,769 18,884
Stephen C. Lehman 210,658 105,329
Edward Mann 38,408 19,204
Louise Palanker 92,139 46,069
Harold S. Wrobel 22,607 11,303
PAGE 7 OF 7 PAGES
