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, 1996JACOR COMMUNICATIONS, INC. OHIO
(State or Other Jurisdiction of Incorporation)
(Commission File No.) (IRS Employer Identification No.)
1300 PNC Center
201 East Fifth Street
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
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
(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.
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).
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
March 27, 1996 EXHIBIT 99.1
CONTACT: Kirk Brewer FOR IMMEDIATE RELEASE
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
CONTACT: Kirk Brewer FOR IMMEDIATE RELEASE
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