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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Premiere Radio Networks, Inc.
(Name of Issuer)
Common Stock-Class A
(Title of Class of Securities)
740906102
(CUSIP Number)
Charles A. Nalbone, Bear, Stearns & Co. Inc.
115 South Jefferson Road, Whippany, NJ 07981
(201) 739-2202
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 19, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the
following box [ ] .
Check the following box if a fee is being paid with 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: When filing this statement, in paper format, six copies of
this statement, including exhibits, should be filed with the Commission.
See Rule 13d-1(a) for other parties to whom copies are to be sent.
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CUSIP NO. 740906102
13D
NAME OF REPORTING PERSON
S.S. OR I.R.S. NOTIFICATION NO. OF ABOVE PERSON:
1 BEAR, STEARNS & CO. INC.
IRS #13-3299429
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*:
WC,PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)(e):
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
7 SOLE VOTING POWER:
0
8 SHARED VOTING POWER:
0
9 SOLE DISPOSITIVE POWER:
0
10 SHARED DISPOSITIVE POWER:
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*:
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0
14 TYPE OF REPORTING PERSON*:
BD
See Instructions Before Filling Out!
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Schedule 13D Amendment No. 1
This statement constitutes Amendment No. 1 to the statement on Schedule 13D
(the "Schedule 13D") filed with the Securities and Exchange Commission by Bear,
Stearns & Co. Inc. ("Bear Stearns") with respect to its ownership of the Common
Stock-Class A of PremiereRadio Networks, Inc. (the "Issuer").
Item 3: Source and Amount of Funds or Other Consideration
Not Applicable
Item 5: Interest in Securities of the Issuer (as of 3/7/97)
(a) The responses of Bear Stearns to Rows (11) through (13) of the
cover page of this Amendment No. 1 to Schedule 13D are
incorporated herein by reference. To the best of Bear Stearns'
knowledge, none of its executive officers or directors
beneficially own any Common Stock-Class A of the Issuer.
(b) The responses of Bear Stearns to Rows (7) through (10) of the
cover page of this Amendment No. 1 to Schedule 13D are
incorporated herein by reference.
(c) Since the date of its initial filing on Schedule 13D, Bear
Stearns has effected transactions in the Common Stock-Class A of the
Issuer. The details of these transactions are set forth in Appendix
attached hereto.
(d) Not Applicable.
(e) On June 19, 1997 Jacor Communications, Inc. completed its acquisition of
Premiere Radio Networks, Inc. According to the terms of the acquisition,
Premiere Radio Networks, Inc. shareholders would receive $13.50 in cash
and 0.138 Jacor Communications, Inc. share for each Premiere Radio
Networks, Inc. share held. On June 19, 1997, Bear Stearns exchanged its
holdings of Premiere Radio Networks, Inc. under the mentioned merger
agreement. Therefore, Bear Stearns ceased to be the beneficial owner of
more than five percent of the Common Stock of the Issuer on June 19, 1997.
*The aggregate amount beneficially owned included the 116,907 shares of
Premiere Radio Networks, Inc. Common Stock which was immediately
convertable into the Premiere Radio Networks, Inc. Common Stock-Class A.
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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: July 2, 1997 BEAR, STEARNS & CO. INC.
By: /s/
Barry Cohen
Senior Managing Director
APPENDIX I
BEAR, STEARNS & CO. INC.
Trades from 4/11/97
(Various Firm Accounts)
***** 06/19/*****
351,380 PREMIERE RADIO NETWORKS INC EXCHANGED .00
***** 06/12 *****
997 PREMIERE RADIO NETWORKS INC 18 3/8 18,319.88
DEL
1,000 PREMIERE RADIO NETWORKS INC 18 3/8 18,375.00
DEL
3,000 PREMIERE RADIO NETWORKS INC 18 3/8 55,125.00
DEL
10,000 PREMIERE RADIO NETWORKS INC 18 1/2 185,000.00
DEL
10,000 PREMIERE RADIO NETWORKS INC 18 1/2 185,000.00
DEL
11 PREMIERE RADIO NETWORKS INC 18 3/8 202.13
DEL-CL A
10,000 PREMIERE RADIO NETWORKS INC 18 1/2 185,000.00
DEL-CL A
10,000 PREMIERE RADIO NETWORKS INC 18 1/2 185,000.00
DEL-CL A
***** 06/06 *****
500 PREMIERE RADIO NETWORKS INC 17 3/4 8,875.00
DEL
***** 05/23 *****
200 PREMIERE RADIO NETWORKS INC 17 3/4 3,550.00
DEL
200 PREMIERE RADIO NETWORKS INC 17 3/4 3,550.00
DEL
***** 05/21 *****
1,000 PREMIERE RADIO NETWORKS INC 17 3/4 17,750.00
DEL
1,000 PREMIERE RADIO NETWORKS INC 17 3/4 17,750.00
DEL
1,100 PREMIERE RADIO NETWORKS INC 17 3/4 19,525.00
DEL
1,200 PREMIERE RADIO NETWORKS INC 17 3/4 21,300.00
DEL
7,500 PREMIERE RADIO NETWORKS INC 17 3/4 133,125.00
DEL
***** 05/19 *****
25,000 PREMIERE RADIO NETWORKS INC 18 450,000.00
DEL
***** 05/09 *****
800 PREMIERE RADIO NETWORKS INC 17 3/16 13,750.00
DEL-CL A
1,000- PREMIERE RADIO NETWORKS INC 17 1/2 17,499.41-
DEL-CL A
***** 05/08 *****
500 PREMIERE RADIO NETWORKS INC 17 1/8 8,562.50
DEL
***** 05/05 *****
5,000 PREMIERE RADIO NETWORKS INC 17 3/16 85,937.50
DEL-CL A
25,000 PREMIERE RADIO NETWORKS INC 17 3/16 429,687.50
DEL-CL A
***** 05/02 *****
2,210 PREMIERE RADIO NETWORKS INC 17 1/8 37,846.25
DEL
***** 05/01 *****
3,000- PREMIERE RADIO NETWORKS INC 17 50,998.30-
DEL-CL A
***** 04/30 *****
1,200 PREMIERE RADIO NETWORKS INC 16 3/4 20,100.00
DEL-CL A
1,000 PREMIERE RADIO NETWORKS INC 16 3/4 16,750.00
DEL
***** 04/24 *****
1,000 PREMIERE RADIO NETWORKS INC 16 3/4 16,750.00
DEL
***** 04/14 *****
105,000 PREMIERE RADIO NETWORKS INC 16.8750 1,771,875.00
DEL-CL A
900- PREMIERE RADIO NETWORKS INC 16 15/16 15,243.24-
DEL-CL A
1,000- PREMIERE RADIO NETWORKS INC 16 15/16 16,936.93-
DEL-CL A
5,200- PREMIERE RADIO NETWORKS INC 16 15/16 88,072.06-
DEL-CL A
6,000- PREMIERE RADIO NETWORKS INC 16 15/16 101,621.61-
DEL-CL A
10,000- PREMIERE RADIO NETWORKS INC 16 15/16 169,369.35-
DEL-CL A
10,000- PREMIERE RADIO NETWORKS INC 16 15/16 169,369.35-
DEL-CL A
***** 04/14 *****
18,100- PREMIERE RADIO NETWORKS INC 16 15/16 306,558.53-
DEL-CL A
24,000- PREMIERE RADIO NETWORKS INC 16 15/16 406,486.45-
DEL-CL A
50,000- PREMIERE RADIO NETWORKS INC 16 15/16 846,846.77-
DEL-CL A
***** 04/11 *****
25,850 PREMIERE RADIO NETWORKS INC 16 7/8 436,218.75
DEL-CL A
10,000 PREMIERE RADIO NETWORKS INC 16.8375 168,375.00
DEL-CL A
(Various Discretionary Accounts)
***** 06/19 *****
33,402 PREMIERE RADIO NETWORKS INC EXCHANGED .00
***** 05/19 *****
8,402 PREMIERE RADIO NETWORKS INC 18 151,236.00
