-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, FAklQDIbT+J15m/kFq4tHFDXjLWV7NAJ761O8onAPmrnGvoxK6/9N8jKRHEASrvg ay4tQqyo/6hF1MoHkzP/Lw== 0000702808-95-000006.txt : 199506280000702808-95-000006.hdr.sgml : 19950628 ACCESSION NUMBER: 0000702808-95-000006 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950627 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOR COMMUNICATIONS INC CENTRAL INDEX KEY: 0000702808 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 310978313 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12404 FILM NUMBER: 95549412 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 E FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1994 OR [ ] TRANSACTION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-12404 JACOR COMMUNICATIONS, INC. RETIREMENT PLAN Jacor Communications, Inc. 201 East Fifth Street, - Suite 1300 Cincinnati, Ohio 45202 Financial Statements, Schedules and Exhibits. Page No. (a) Financial Statements: Report of Independent Accountants 3 Statements of Net Assets Available for Plan Benefits as of December 31, 1994 and 1993 4 and 5 Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 1994 6 Notes to Financial Statements 7 (b) Supplemental Schedules: Schedule of Investments 11 Schedule of Plan Transactions in Excess of 5% of Current Value of Plan Assets 12 (c) Exhibits: Exhibit No. Exhibit 23 Consent of Coopers & Lybrand, L.L.P. Independent Accountants 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed by the undersigned thereunto duly authorized. JACOR COMMUNICATIONS, INC. RETIREMENT PLAN DATE: June 26, 1995 BY: /s/ R. Christopher Weber R. Christopher Weber Plan Administrator REPORT OF INDEPENDENT ACCOUNTANTS To the Plan Administrator Jacor Communications, Inc. Retirement Plan We have audited the accompanying statements of net assets available for plan benefits of Jacor Communications, Inc. Retirement Plan as of December 31, 1994 and 1993 and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1994. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits as of December 31, 1994 and 1993, and the changes in net assets available for plan benefits for the year ended December 31, 1994, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules as listed on page 2 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. COOPERS & LYBRAND, L.L.P. Cincinnati, Ohio June 9, 1995 JACOR COMMUNICATIONS, INC. RETIREMENT PLAN Statement of Net Assets Available for Plan Benefits December 31, 1994
Company Stock Company Stock Stable Inter- Fund-Employer Fund-Participant Asset national Balanced Growth Loan Contributions Contributions Fund Fund Fund Fund Fund Total Assets: Investments, at fair value (note 3): Temporary cash investments $ 16,033 $ 6,874 $14,730 $ 13,395 $ 8,579 $ 59,611 Common stock of participating employer 830,629 499,790 1,330,419 Warrants to purchase shares of common stock of participating employer 325,049 603,323 928,372 Mutual funds $361,131 91,013 1,045,529 929,805 2,427,478 Loans to participants $13,236 13,236 Total investments 1,171,711 1,109,987 361,131 105,743 1,058,924 938,384 13,236 4,759,116 Net assets available for plan benefits (note 1) $1,171,711 $1,109,987 $361,131 $105,743 $1,058,924 $938,384 $13,236 $4,759,116 See accompanying notes to financial statements.
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN Statement of Net Assets Available for Plan Benefits December 31, 1993
Company Stock Company Stock Money Fund-Employer Fund-Participant Market Bond Balanced Growth Loan Contributions Contributions Fund Fund Fund Fund Fund Total Assets: Investments, at fair value (note 3): Temporary cash investments $ 21,832 $ 14,940 $ 1,479 $ 6,844 $ 43,186 $ 30,147 $ 118,428 Common stock of participating employer 645,668 397,986 1,043,654 Warrants to purchase shares of common stock of participating employer 270,117 496,411 766,528 Mutual funds 128,725 93,403 663,658 574,387 1,460,173 Loans to participants $ 1,972 1,972 Total investments 937,617 909,337 130,204 100,247 706,844 604,534 1,972 3,390,755 Net assets available for plan benefits (note 1) $ 937,617 $ 909,337 $130,204 $100,247 $706,844 $ 604,534 $ 1,972 $3,390,755 See accompanying notes to financial statements.
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN Statement of Changes in Net Assets Available for Plan Benefits Year ended December 31, 1994
Company Stock Company Stock Money Stable Inter- Fund-Employer Fund-Participant Market Bond Asset national Balanced Contributions Contributions Fund Fund Fund Fund Fund Fund balances, December 31, 1993 $ 937,617 $ 909,337 $130,204 $100,247 $706,844 Investment income: Net appreciation (depreciation) in fair value of investments (note 3) 1,173 89,648 (4,241) $ (851) $ (2,747) (28,061) Interest 1,402 133 824 41 14,502 711 522 Dividends 1,191 1,255 32,728 Contributions: Employer 287,415 Participant 130,575 23,977 19,383 94,243 74,582 425,285 Benefits paid to participants (note 1) (55,896) (42,206) (1,337) (298) (30,011) (1,949) (40,195) Interfund transfers, net 22,500 (153,668) (116,323) 283,248 33,891 (38,199) Fund balances, December 31, 1994 $1,171,711 $1,109,987 $ -0- $ -0- $361,131 $105,743 $1,058,924 See accompanying notes to financial statements.
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN Statement of Changes in Net Assets Available for Plan Benefits, Continued Year ended December 31, 1994
Growth Loan Fund Fund Total Fund balances, December 31, 1993 $604,534 $ 1,972 $3,390,755 Investment income: Net appreciation (depreciation) in fair value of investments (note 3) (5,471) 49,450 Interest 429 461 19,025 Dividends 5,954 41,128 Contributions: Employer 287,415 Participant 406,137 1,174,182 Benefits paid to participants (note 1) (30,947) (202,839) Interfund transfers, net (42,252) 10,803 -0- Fund balances, December 31, 1994 $ 938,384 $ 13,236 $4,759,116
NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The following describes the significant accounting policies followed in the preparation of these financial statements. Investments Valuation Investments in securities (common stock and mutual funds) are valued at the last reported sales price on the last business day of the year. Other Purchases and sales of securities are reflected on a trade date basis. Gain or loss on sales of securities is based on specific identification of cost for common stock of the Company and average cost for other securities. The Plan presents in the statement of changes in net assets the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. 2. TAX STATUS: The Plan has received a favorable determination for qualification under Sections 401(a) and 401(k) of the Internal Revenue Code and the related trust is exempt from federal income taxes under provisions of Section 501(a) of the Internal Revenue Code. 3. DESCRIPTION OF PLAN: The following description of the Jacor Communications, Inc. Retirement Plan provides only general information. Participants should refer to the Prospectus covering the Plan and the Summary Plan Description for a more complete description of the Plan's provisions. NOTES TO FINANCIAL STATEMENTS, Continued 3. DESCRIPTION OF PLAN, Continued A. GENERAL - The Plan is a defined contribution plan covering all employees of the Company who meet the minimum eligibility requirements of age 21 and either twelve consecutive months of employment or 1,000 hours of service in a twelve-month period. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The contributions and earnings are taxable to the participants, subject to certain exceptions, upon withdrawal from the Plan. B. CONTRIBUTIONS - Participants in the Plan may elect to contribute a percentage of their pretax earnings to the Plan. Currently, the Company, at the discretion of the Board of Directors, is matching fifty percent of the employee's elective contribution up to three percent of their annual eligible compensation. Additional amounts may be contributed by the employer from current or accumulated earnings and profits for the benefit of all employees. C. PARTICIPANTS' ACCOUNTS - Each participant's account is credited with the participant's contribution, the Company's matching contribution, an allocation of any additional Company contribution, and plan earnings or losses. Allocations are based on participant's earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. D. VESTING - Participants are immediately vested in their accounts. E. PAYMENT OF BENEFITS - On termination of service, a participant will receive a lump sum benefit payment no later than sixty days subsequent to the end of the plan year in which the termination is effective. NOTES TO FINANCIAL STATEMENTS, Continued 3. DESCRIPTION OF PLAN, Continued F. RIGHT TO TERMINATE - Although there are no current plans to do so, the employer, in accordance with the procedure set forth in the Plan, may terminate the Plan at any time. 4. EXPENSES OF THE PLAN: Currently, the employer pays all administrative expenses of the Plan. 5. PARTICIPANT DATA: At December 31, 1994, the number of employees participating by investment direction was: Stable Asset Fund 135 International Fund 80 Balanced Fund 269 Growth Fund 224 Company Stock Fund 383 6. PLAN AMENDMENTS: On September 15, 1994, the Plan was amended (1) to modify the definition of compensation and to limit the amount of compensation that may be taken into account as required by current law, (2) to revise provisions regarding time of benefit payment, and (3) to comply with the current law regarding direct rollover of plan distributions. On October 31, 1994, the Plan was amended to permit participants to direct the investment of funds previously required to be invested in the Jacor Stock Fund. NOTES TO FINANCIAL STATEMENTS, Continued 7. TRANSACTIONS WITH PERSONS KNOWN TO BE PARTIES IN INTEREST In connection with the January 11, 1993 restructuring of Jacor Communications, Inc. (the "Company") and its debt obligations, all holders of the then outstanding common stock received 0.0423618 shares of a new class of the Company's common stock and 0.1611234 Warrants to purchase such new common stock in exchange for every share of existing common stock. As a result of the restructuring the Jacor Communications, Inc. Retirement Plan received 137,074 warrants to purchase the Company common stock. After the receipt of the warrants, the Company determined that the Department of Labor could view the receipt of the warrants as a prohibited transaction under ERISA. On October 17, 1994, the Company filed an Application for Prohibited Transaction Exemption with the Department of Labor. The Application is being reviewed by the Department of Labor, but has not yet been granted. 8. RECONCILIATION TO FORM 5500 Department of Labor regulations require that differences between the amounts included in the financial statements of the Plan and reported on Form 5500 be disclosed. Amounts allocated to accounts of persons who have elected to withdraw from the Plan but have not yet been paid as of December 31, 1994 and 1993, in the amounts of $72,200 and $26,000, respectively, are reported as a liability on Form 5500 but not in these financial statements prepared in conformity with generally accepted accounting principles. JACOR COMMUNICATIONS, INC. RETIREMENT PLAN Item 27a - Schedule of Investments December 31, 1994 Number of Shares or Principal Current Name of Issuer and Title of Issue Amount Cost Value Temporary Cash Investments 59,611 $ 59,611 $ 59,611 * Jacor Communications, Inc. Common Stock 100,409 3,258,729 1,330,419 * Jacor Communications, Inc. Common Stock Purchase Warrants 120,756 928,372 Mutual Funds: CIGNA Guaranteed Long Term Account 361,131 361,131 361,131 American Funds EuroPacific Growth Fund 4,307 94,602 91,013 American Funds American Balanced Fund 87,127 1,087,234 1,045,529 American Funds The Growth Fund of America 36,420 927,186 929,805 Total Mutual Funds 5,788,493 4,745,880 Loans to participants 13,236 13,236 GRAND TOTAL $5,801,729 $4,759,116 * Person known to be a party-in-interest to the Plan.
ITEM 27d - SCHEDULE OF REPORTABLE PLAN TRANSACTIONS IN EXCESS OF 5% OF CURRENT VALUE OF PLAN ASETS
Column Column Column Column Column Column Column A B C D E F G Selling Price Expenses Description or FMV incurred Identity of or Purchase at date of Lease with Cost of party involved asset Price distribution Rental Transaction asset Purchases Open Market Jacor Communications, $ 434,360 $ 434,360 Inc. Common Stock (46 separate purchases totaling 30,800 shares) Open Market American Funds: American Balanced Fund $ 429,837 $ 429,837 (25 purchases totaling 35,060 shares) American Growth Fund $ 404,369 $ 404,369 (22 purchases totaling 15,237 shares) CIGNA Guaranteed Long $ 372,873 $ 372,873 Term Account (22 purchases totaling 372,873 shares)
ITEM 27d - SCHEDULE OF REPORTABLE PLAN TRANSACTIONS IN EXCESS OF 5% OF CURRENT VALUE OF PLAN ASSETS, CONTINUED
Column Column Column Column A B H I Current Value Description of asset on Identity of or transaction Net gain party involved asset date or (loss) Purchases Open Market Jacor Communications, $ 434,360 Inc. Common Stock (46 separate purchases totaling 30,800 shares) Open Market American Funds: American Balanced Fund $ 429,837 (25 purchases totaling 35,060 shares) American Growth Fund $ 404,369 (22 purchases totaling 15,237 shares) CIGNA Guaranteed Long $ 372,873 Term Account (22 purchases totaling 372,873 shares)
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Jacor Communications, Inc. on Form S-8 (File No. 33- 1293) of our report dated June 9, 1995, on our audits of the financial statements of Jacor Communications, Inc. Retirement Plan as of December 31, 1994 and 1993, and for the year ended December 31, 1994, which report is included in this Form 11-K. COOPERS & LYBRAND, L.L.P. Cincinnati, Ohio June 26, 1995 -----END PRIVACY-ENHANCED MESSAGE-----