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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
PREMIERE RADIO NETWORKS, INC.
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(Name of Issuer)
CLASS A COMMON STOCK
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(Title of Class of Securities)
740906 10 2
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(CUSIP Number)
Bruce P. Vann, Esq., KELLY, LYTTON, MINTZ & VANN, 1900 Avenue of the Stars,
Suite 1450, Los Angeles, California 90067 (310) 282-7031
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 7, 1997
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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 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 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 (the "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).
SEC 1746 (9-88) 1 of 7
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SCHEDULE 13D
CUSIP No. 740906-10-2 PAGE __ OF __ PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leonard Makowka and Cynda Makowka, Trustees of the Makowka
Family Trust dated December 21, 1993. Leonard Makowka Social Security
Number ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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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
Canada
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7 SOLE VOTING POWER
136,000 shares
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 136,000 shares
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,000 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
See Items 2 & 4
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14 TYPE OF REPORTING PERSON
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AMENDMENT NO. 1
TO
SCHEDULE 13D
Filed by The Makowka Family Trust Dated January 16, 1997 with respect to
Class A Common Stock of Premier Radio Networks, Inc. (Issuer)
Reference is hereby made to that certain Schedule 13D, dated January
16, 1997 (the "Schedule") filed by Leonard Makowka and Cynda Makowka with
respect to the Class A Common Stock, par value $0.01 per share of Premiere Radio
Networks, Inc., a Delaware corporation ("Premiere"). 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 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended by restating Paragraph (c) thereof
which shall read in its entirety as follows:
"(c) Dr. Makowka is a doctor and a director of After Midnite
Entertainment, Inc., (the "Merger Sub"), a newly formed Delaware
corporation, whose principal business is programming and syndication of
country music. The Merger Sub's address is 15260 Ventura Boulevard,
Sherman Oaks, California 91403-5339. Dr. Makowka is also a director of
Premiere."
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended to add the following:
"On April 7, 1997 Premiere entered into an Agreement and Plan
of Merger (the "Merger Agreement") with Jacor Communications, Inc.
("JCI"), Jacor Communications Company ("JCC") and PRN Holding
Acquisition Corp. ("PRN") (the "Merger"). Pursuant to the Merger
Agreement, among other things, PRN will be merged with and into
Premier, with Premier as the surviving corporation (the "Merger"). In
the Merger each outstanding share of Common Stock, par value $.01 per
share ("Common Stock"), and Class A Common Stock, par value $.01 per
share ("Class A Stock"), of Premiere, other than (i) shares held by
Archon Communications, Inc. ("Archon"), (ii) shares held by any direct
or indirect subsidiary of Premiere or JCI, or (iii) shares held by
persons who perfect dissenters' rights under the Delaware General
Corporation Law, will be converted into (i) $13.50 in cash, and (ii) a
fraction of a share of common stock, no par value per share of JCI (the
"Jacor Stock") equals to .25 multiplied by .6106949 (the "Exchange
Ratio"); provided, that the Exchange Ratio will be adjusted as set
forth in the Merger Agreement in the event that the average closing
trading price of the Jacor Stock for the ten trading days preceding the
date which is three days prior to the closing date is less than $26.50
per share or greater than $32.50 per share. The case
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and stock to be paid to Premier's stockholders is valued at
approximately $18 per share. The Merger is subject to various
conditions, including receipt of all necessary regulatory approvals,
and is expected to be consummated during the summer of 1997.
Immediately following the Merger, Premier shall continue as the
surviving corporation (the "Surviving Corporation") and shall be a
subsidiary of JCC.
Under the terms of the Merger Agreement, from and after the
time the Merger becomes effective (the "Effective Time"), (i) the
directors of PRN at the Effective Time shall be the directors of the
Surviving Corporation and (ii) the officers of Premier at the Effective
Time shall be the officers of the Surviving Corporation. At the
Effective time, the by-laws of PRN, as in effect immediately prior to
the Effective Time, shall become the by-laws of the Surviving
Corporation.
The Merger Agreement also provides that Premiere shall use its
best efforts to cause the Registration Rights Agreement entered into in
connection with the acquisition by Premiere or After Midnite
Entertainment, Inc., a California corporation, to be terminated prior
to the Closing of the Merger.
The Merger Agreement further provides that Premier will use its
reasonable best efforts to cause the vesting, prior to the Effective
Time, each of unvested option or warrant to acquire shares of Common
Stock of Class A Stock of Premiere (collectively, "Premiere Shares")
and to cause each of such options and warrants immediately prior to the
Effective Time in exchange for the "Applicable Option or Warrant
Payment" which shall consist of cash and Jacor Shares calculated in
accordance with a formula set forth in the Merger Agreement.
Accordingly, if the Merger is consummated, the unvested Merger Options
and Director Options held by Dr. Makowka shall become vested prior to the
Effective Time and all of such Options shall be exchanged for cash and Jacor
Stock, in accordance with and subject to the terms and conditions of the Merger
Agreement."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby restated as follows:
"(a) Dr. Makowka beneficially owns 136,000 shares of Premiere
Class A Stock, constituting approximately 1.95% of all outstanding
shares of Premiere Class A Stock."
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.
May 30, 1997 By: /s/ Dr. Leonard Makowka
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