-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UPqGKyBaIbFewgctzW5m4JgCSz9AkaOUl7flTEy8LyU94SDpve4L9Cqz+n0vcF1k tFsCamCp1jjmPr0LoCGesw== 0000912057-96-029242.txt : 19961217 0000912057-96-029242.hdr.sgml : 19961217 ACCESSION NUMBER: 0000912057-96-029242 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961213 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAXSON COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000923877 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 593212788 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44331 FILM NUMBER: 96681084 BUSINESS ADDRESS: STREET 1: 601 CLEARWATER PARK ROAD CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 8135362211 MAIL ADDRESS: STREET 1: 18401 US HWY 19 NORTH CITY: CLEARWATER STATE: FL ZIP: 34624 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITICASTERS CO CENTRAL INDEX KEY: 0001028812 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311081002 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 SC 13D 1 13D 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 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) 2 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 3 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. 4 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 5 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 6 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. 7 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. 8 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 9 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 ------------------------------------------- R. Christopher Weber, Senior Vice President and Chief Financial Officer Date: December 13, 1996 10 -----END PRIVACY-ENHANCED MESSAGE-----