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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____________)*
PAXSON COMMUNICATIONS CORPORATION
(Name of Issuer)
Class A Common Stock, $ .001 par value
(Title of Class of Securities)
704231 10 9
(CUSIP Number)
R. Christopher Weber
Senior Vice President, Chief Financial Officer and Secretary
Jacor Communications Company
1300 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
(513) 621-1300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 3, 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 ___.
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 the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP NO. 704231 10 9
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1. NAME OF REPORTING PERSON
S.S. or I.R.S. Identification No. of Above Person
Jacor Communications Company
59-2054850
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ____
N/A (b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS*
wc
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ____
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7. SOLE VOTING POWER
SHARES 2,050,000 (See Item 3)
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH N/A
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 2,050,000
10. SHARED DISPOSITIVE POWER
N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,050,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14. TYPE OF REPORTING PERSON*
CO
*(See Instructions)
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ITEM 1. SECURITY AND ISSUER
The name of the issuer is Paxson Communications Corporation, a Delaware
corporation (the "Company"). The address of the principal executive offices of
the Company is 601 Clearwater Park Road, West Palm Beach, Florida, 33401. The
class of the Company's securities to which this Schedule 13D relates is its
Class A Common Stock, $ .001 par value.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) Jacor Communications Company ("JCC") is a Florida
corporation and was formerly known as Citicasters Inc. JCC is a wholly owned
subsidiary of Jacor Communications, Inc., a Delaware corporation ("Jacor").
Both JCC and Jacor have their principal executive offices located at 1300 PNC
Center, 201 East Fifth Street, Cincinnati, Ohio 45202. By December 31, 1996,
JCC and Jacor will relocate their principal executive offices to 50 East
River Center Boulevard, 12th Floor, Covington, Kentucky, 41011. As of
December 12, 1996, including pending acquisitions, JCC, through its
subsidiaries, represents or provides programming for 109 radio stations in 24
U.S. broadcast areas and one television station.
The name, business address and principal occupation of each director of
JCC are as follows:
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- -------------------------- -------------------------
R. Christopher Weber Senior Vice President, Chief Financial Officer and
1300 PNC Center Secretary of Jacor
201 East Fifth Street
Cincinnati, OH 45202
Jon M. Berry Senior Vice President, Treasurer and Assistant
1300 PNC Center Secretary of Jacor
201 East Fifth Street
Cincinnati, OH 45202
The name, business address and principal occupation of each executive
officer of JCC are as follows:
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
Randy Michaels Chief Executive Officer of Jacor
1300 PNC Center
201 East Fifth Street
Cincinnati, OH 45202
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Robert L. Lawrence President and Chief Operating Officer of Jacor
1300 PNC Center
201 East Fifth Street
Cincinnati, OH 45202
R. Christopher Weber Senior Vice President, Chief Financial Officer and
1300 PNC Center Secretary of Jacor
201 East Fifth Street
Cincinnati, OH 45202
Jon M. Berry Senior Vice President and Treasurer of Jacor
1300 PNC Center
201 East Fifth Street
Cincinnati, OH 45202
David H. Crowl President/Radio Division of Jacor
One East Fourth Street
Cincinnati, Ohio 45202
Jerome L. Kersting Senior Vice President of Jacor
One East Fourth Street
Cincinnati, Ohio 45202
Jacor is the parent holding company of JCC. Zell/Chilmark Fund L.P., a
Delaware limited partnership (the "Zell/Chilmark"), is a controlling person
of Jacor. The sole general partner of Zell/Chilmark is ZC Limited
Partnership, an Illinois limited partnership ("ZC Limited"). The sole
general partner of ZC Limited is ZC Partnership, a Delaware general
partnership ("ZC"). ZC's sole general partners are ZC, Inc., an Illinois
corporation ("ZCI") and CZ, Inc., a Delaware corporation ("CZI").
ZCI is wholly owned and controlled by Samuel Zell. Samuel Zell as trustee
of the Samuel Zell Revocable Trust dated January 17, 1990 (the "SZ Trust") is
the sole shareholder of ZCI. Mr. Zell is also the beneficiary of the SZ Trust.
CZI is wholly owned and controlled by David M. Schulte, its sole shareholder.
The principal executive offices of Zell/Chilmark, ZC Limited, ZC, ZCI and
CZI are located at Two North Riverside Plaza, Chicago, IL 60606.
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The name, business address and principal occupation of each director of
Jacor are as follows:
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- ---------------------
Randy Michaels Chief Executive Officer of Jacor
1300 PNC Center
201 East Fifth Street
Cincinnati, OH 45202
Robert L. Lawrence President and Chief Operating Officer of Jacor
1300 PNC Center
201 East Fifth Street
Cincinnati, OH 45202
John W. Alexander Managing partner of Meringoff Equities and Mallard
229 N. Church Street Creek Capital Partners, real estate and investment
Suite 200 partnerships.
Charlotte, NC 28202
Rod F. Dammeyer Chief Executive Officer and President of Itel
Two North Riverside Plaza Corporation, a distribution and financial services
19th Floor company
Chicago, IL 60606
F. Philip Handy President of Winter Park Capital Company, an
200 E. New England Avenue investment firm
P.O. Box 3090
Winter Park, FL 32790
Marc Lasry Executive Vice President of Amroc Investments,
335 Madison Avenue Inc., an investment firm
26th Floor
New York, NY 10017
Sheli Z. Rosenberg Chief Executive Officer and President of Equity
Two North Riverside Plaza Group Investments, Inc., an investment and
6th Floor management company.
Chicago, IL 60606
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The name, business address and principal occupation of each executive
officer of Jacor are as follows:
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
Sheli Z. Rosenberg Chief Executive Officer and President of
Two North Riverside Plaza Equity Group Investments, Inc. an investment
Chicago, IL 60606 and management Company; and Board Chair of
Jacor
Randy Michaels Chief Executive Officer of Jacor
1300 PNC Center
201 East Fifth Street
Cincinnati, OH 45202
Robert L. Lawrence President and Chief Operating Officer of Jacor
1300 PNC Center
201 East Fifth Street
Cincinnati, OH 45202
R. Christopher Weber Senior Vice President, Chief Financial Officer and
1300 PNC Center Secretary of Jacor
201 East Fifth Street
Cincinnati, OH 45202
Jon M. Berry Senior Vice President, Treasurer and Assistant
1300 PNC Center Secretary of Jacor
201 East Fifth Street
Cincinnati, OH 45202
John T. Lynch Vice Chairman of Jacor
4891 Pacific Highway
San Diego, California
92110-4082
David H. Crowl President/Radio Division of Jacor
One East Fourth Street
Cincinnati, Ohio 45202
Frank A. DeFrancesco Senior Vice President of Jacor
4891 Pacific Highway
San Diego, California
92110-4082
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Jerome L. Kersting Senior Vice President of Jacor
One East Fourth Street
Cincinnati, Ohio 45202
Thomas P. Owens Vice President, Programming of Jacor
1306 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
Nicholas Jan Miller Vice President, Marketing of Jacor
One East Fourth Street
Cincinnati, Ohio 45202
William P. Suffa Vice President, Strategic Development of Jacor
One East Fourth Street
Cincinnati, Ohio 45202
John Hogan Vice President of Jacor
1300 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
Alfred Kenyon Vice President of Jacor
1300 PNC Center
201 East Fourth Street
Cincinnati, Ohio 45202
The name, business address and principal occupation of each director and
executive officer of ZCI are as follows:
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
Samuel Zell Sole director and President of ZCI and Chairman
Two North Riverside Plaza of the Board of Equity Group Investments, Inc., an
Chicago, IL 60606 investment and management company.
Donald W. Phillips Vice President of ZCI and Executive Vice
Two North Riverside Plaza President of Equity Financial and Management
Chicago, IL 60606 Company, an investment and management company.
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Sheli Z. Rosenberg Vice President and Secretary of ZCI and Chief
Two North Riverside Plaza Executive Officer and President of Equity Group
Chicago, IL 60606 Investments, Inc., an investment and management
company.
Arthur A. Greenberg Vice President and Treasurer of ZCI and
Two North Riverside Plaza President of the accounting firm of Greenberg and
Chicago, IL 60606 Pociask LTD.
Rod Dammeyer Vice President of ZCI and Chief Executive
Two North Riverside Plaza Officer and President of Itel Corporation, a
Chicago, IL 60606 distribution and financial services company.
David J. Rosen Vice President of ZCI
Two North Riverside Plaza
Chicago, IL 60606
The name, business address and principal occupation of each director and
executive officer of CZI are as follows:
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
David M. Schulte Sole director, President, Secretary and Treasurer
Two North Riverside Plaza of CZI, and general partner of Zell/Chilmark.
Chicago, IL 60606
Joel S. Friedland Vice President and Assistant Secretary of CZI
Two North Riverside Plaza
Chicago, IL 60606
Matthew R. Rosenberg Vice President and Assistant Secretary of CZI
Two North Riverside Plaza
Chicago, IL 60606
Daniel Yih Vice President and Assistnt Secretary of CZI
Two North Riverside Plaza
Chicago, IL 60606
(d) -(e) During the last five years, neither JCC, nor to the best of
JCC's knowledge, Jacor, the Zell/Chilmark, ZC Limited, ZC, ZCI, CZI or any of
the directors or executive officers of JCC, Jacor, the Zell/Chilmark, ZC
Limited, ZC, ZCI or CZI, have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) All individuals described in this item 2 are United States citizens.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The cash used by JCC to acquire the 2,050,000 shares of the Company's Class A
Common Stock were obtained from Jacor's working capital.
ITEM 4. PURPOSE OF TRANSACTION
The acquisition of the Shares by JCC is solely for investment purposes.
Further acquisitions, sales or short sales of securities of the issuer may be
made for investment purposes, however, JCC has no present plans or intentions
which relate to or would result in any of the transactions required to be
described in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) JCC has acquired beneficial ownership of 2,050,000 outstanding
shares of the Company's Class A Common Stock representing 5.3% of such class of
securities.
(b) JCC has acquired beneficial ownership of 2,050,000 outstanding
shares of the Company's Class A Common Stock such that JCC will have sole
voting power and sole disposition power over 5.3% of the Company's Class A
Common Stock.
(c) JCC purchased 2,000,000 shares of the Company's Class A Common Stock
on December 3, 1996 for $6.75 per share (excluding commissions) in the open
market. JCC purchased 50,000 shares on December 10, 1996 for $6.9125 per
share (excluding commissions) in the open market.
(d) Jacor, as the sole shareholder of JCC has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Class A Common Stock of the Company held by JCC.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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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
accurate.
JACOR COMMUNICATIONS COMPANY
By: /s/ R. Christopher Weber
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R. Christopher Weber, Senior Vice President
and Chief Financial Officer
Date: December 13, 1996
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