Jacor Communications Inc – ‘8-K’ for 3/13/96

As of:  Thursday, 3/28/96   ·   For:  3/13/96   ·   Accession #:  702808-96-3   ·   File #:  0-12404

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Current Report   —   Form 8-K
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 1: 8-K         Current Report                                         4±    19K 

Document Table of Contents

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
Filed on:		3/28/96		8-K/A
		3/27/96
		3/22/96		S-3
For Period End:		3/13/96		8-K/A
		2/23/96
		2/12/96		8-K
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