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Jacor Communications Inc · 8-K · For 3/13/96

Filed On 3/28/96   ·   Accession Number 702808-96-3   ·   SEC File 0-12404

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  As Of                Filer                Filing    For/On/As Docs:Size

 3/28/96  Jacor Communications Inc          8-K:2,7     3/13/96    1:8K

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4±    21K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Item 2. Acquisition or Disposition of Assets
"Item 7. Financial Statements and Exhibits


FS20\HOME\SMZR\101825.WP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report: March 13, 1996 JACOR COMMUNICATIONS, INC. OHIO (State or Other Jurisdiction of Incorporation) 0-12404 31-0978313 (Commission File No.) (IRS Employer Identification No.) 1300 PNC Center 201 East Fifth Street Cincinnati, Ohio 45202 (513) 621-1300 Item 2. Acquisition or Disposition of Assets On March 13, 1996, Jacor Communications, Inc. (the "Company") took another step towards its acquisition of all of the outstanding capital stock of Citicasters Inc. ("Citicasters") pursuant to that certain Merger Agreement dated February 12, 1996 by and among the Company, Citicasters and JCAC, Inc., a wholly owned subsidiary of the Company (the "Merger Agreement"). As contemplated by the Merger Agreement, the Company delivered into escrow an irrevocable, direct pay letter of credit in the amount of $75.0 million. At the same time, the holders of approximately 54% of the outstanding shares of Citicasters' voting stock delivered to the Company their irrevocable written consents approving the Merger Agreement and the merger of JCAC, Inc. with and into Citicasters such that Citicasters will become a wholly owned subsidiary of the Company (the "Merger"). Upon delivery by Jacor of those written consents to Citicasters, no further action of the Citicasters shareholders will be required to effect the Merger. The completion of the Merger remains subject to various other conditions including the receipt of consents from regulatory authorities, including the approval of the Federal Communications Commission, and the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Act. Citicasters owns 19 radio stations serving eight of the nation's top 31 radio revenue markets. Citicasters' radio stations serve Atlanta, Phoenix, Tampa, Portland, Kansas City, Cincinnati, Sacramento and Columbus. Citicasters also owns two television stations, a CBS affiliate in Tampa and an ABC affiliate in Cincinnati, which affiliation will change to CBS in June 1996. The aggregate cash needed to consummate the Merger is approximately $650.0 million (excluding fees and expenses), consisting of approximately $624.2 million to acquire the outstanding Citicasters stock and approximately $26.0 million to refinance certain existing Citicasters bank debt. In order to fund these transactions, the Company anticipates that it will (a) raise approximately $345.6 million from the proceeds of the public sale of 17,500,000 shares of its common stock pursuant to its Registration Statement on Form S-3, File No. 333-01917, filed with the Securities and Exchange Commission on March 22, 1996 (the "March 22, 1996 S-3 Registration Statement"), and (b) use initial borrowings under an anticipated new credit facility with an expected available principal amount of $600.0 million. Item 7. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired. The financial statements required to be filed by the Company as part of this Form 8-K with respect to Citicasters Inc. and Subsidiaries are incorporated by reference from the March 22, 1996 Registration Statement on Form S-3 (No. 333-01917) more specifically identified as pages F-16 through F-30 of such Registration Statement. (b) Pro Forma Financial Information. The pro forma financial statements required to be filed by the Company as part of this Form 8-K with respect to Citicasters Inc. and Subsidiaries are incorporated by reference from the March 22, 1996 Registration Statement on Form S-3 (No. 333-01917) more specifically identified as pages 20, 22 and pages 23 through 25 of such Registration Statement. (c) Exhibits 2.1 Escrow Agreement among the Company, Citicasters and PNC Bank dated March 13, 1996. * 2.2 Irrevocable Letter of Credit, Banque Paribas, Chicago Branch dated March 13, 1996. * 2.3 Letter of Credit and Reimbursement Agreement by and between the Company and Banque Paribas dated March 13, 1996. * 23.1 Consent of Ernst & Young LLP 99.1 Press Release dated March 13, 1996. 99.2 Press Release dated March 22, 1996. * Incorporated by reference from the Company's March 22, 1996 Registration Statement on Form S-3 (No. 333-01917). Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. JACOR COMMUNICATIONS, INC. March 27, 1996 By: R. Christopher Weber, Senior Vice President and Chief Financial Officer EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference, in the Current Report on Form 8-K of Jacor Communications, Inc., of our report dated February 23, 1996 with respect to the financial statements of Citicasters Inc. included in the Registration Statement (Form S-3 No. 333-01917) of Jacor Communications, Inc. ERNST & YOUNG LLP Cincinnati, Ohio March 27, 1996 EXHIBIT 99.1 CONTACT: Kirk Brewer FOR IMMEDIATE RELEASE (312)466-4042 JACOR COMMUNICATIONS TAKES ANOTHER STEP TOWARD CITICASTERS INC. ACQUISITION CINCINNATI, March 13, 1996 -- JACOR COMMUNICATIONS, INC. (NASDAQ:JCOR) today announced it has taken another step in its merger with Citicasters Inc. (NASDAQ:CITI). As previously announced, on February 12, 1996, Jacor entered into a definitive merger agreement to acquire Citicasters Inc., owner of 19 radio stations in eight U.S. markets as well as two network affiliated television stations. Today, pursuant to that agreement, Jacor delivered a $75 million letter of credit into escrow as a deposit pending completion of the merger. At the same time, the holders of a majority of the outstanding shares of Citicasters Common Stock delivered to Jacor their irrevocable written consents approving the merger. The completion of the merger transaction is subject to regulatory review and approval. Jacor and Citicasters have filed the necessary applications to obtain such approvals. Jacor owns and operates 21 radio stations in six U.S. markets and also continues with its plans to acquire Noble Broadcasting. Noble owns 10 stations serving three of the nations top 75 markets, and provides programming to and sells air time for two stations serving the San Diego market. Jacor Communications is headquartered in Cincinnati. Jacor plans to pursue growth through continued acquisitions of complementary stations in its existing markets, and radio groups or individual stations with significant presence in attractive markets. EXHIBIT 99.2 CONTACT: Kirk Brewer FOR IMMEDIATE RELEASE (312)466-4042 JACOR ANNOUNCES STOCK OFFERING CINCINNATI, March 22, 1996 -- Jacor Communications, Inc. (NASDAQ:JCOR) announced today that it will offer for sale 17,500,000 shares of its common stock. The proceeds from the sale of stock in the offering will be used by Jacor to finance in part Jacor's acquisitions of Citicasters Inc. and of Noble Broadcast Group, Inc. and to repay all borrowings under its existing credit facility. No Jacor security holders will sell stock in the offering. The offering will be made only by means of a prospectus.

Dates Referenced Herein   and   Documents Incorporated By Reference

This 8-K Filing   Date   Other Filings
2/12/968-K
2/23/96
For The Period Ended3/13/968-K/A
3/22/96S-3
3/27/96
Filed On / Filed As Of3/28/968-K/A
 
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Filing Submission 0000702808-96-000003   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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