-----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, PQ5Ep3spVLG2PPjmXGDJ23IdxxeCOq35gbcrzGTNxgG+jlI6GBD5DXtQ5Oee2IC+ G0QbNBlGMKjQ9OYikh77mg== 0000702808-96-000009.txt : 19960629 0000702808-96-000009.hdr.sgml : 19960629 ACCESSION NUMBER: 0000702808-96-000009 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960627 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: 96587117 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, 1995 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, 1995 and 1994 4 and 5 Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 1995 6 Notes to Financial Statements 7 (b) Supplemental Schedules: Item 27a - Schedule of Investments 12 Item 27d - Schedule of Plan Transactions in Excess of 5% of Current Value of Plan Assets 13 (c) Exhibits: Exhibit No. Exhibit 23 Consent of Coopers & Lybrand, L.L.P. Independent Accountants 14 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 27, 1996 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, 1995 and 1994 and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1995. 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, 1995 and 1994, and the changes in net assets available for plan benefits for the year ended December 31, 1995, 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. Cincinnati, Ohio June 21, 1996 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, 1995
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 $ 15,808 $ 2,889 $4,583 $ 14,738 $ 4,872 $ 42,890 Common stock of participating employer 1,364,878 738,693 2,103,571 Warrants to purchase shares of common stock of participating employer 349,648 651,629 1,001,277 Mutual funds $ 516,863 321,019 1,815,491 1,705,594 4,358,967 Loans to participants $23,463 23,463 Total investments 1,730,334 1,393,211 516,863 325,602 1,830,229 1,710,466 23,463 7,530,168 Contributions receivable 29,274 29,274 Net assets available for plan benefits (note 1) $1,759,608 $1,393,211 $ 516,863 $325,602 $1,830,229 $1,710,466 $23,463 $7,559,442 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, 1995
Company Stock Company Stock Stable Inter- Fund-Employer Fund-Participant Asset national Balanced Growth Loan Contributions Contributions Fund Fund Fund Fund Fund Total Fund balances, December 31, 1994 $1,171,711 $1,109,987 $361,131 $105,743 $1,058,924 $938,384 $13,236 $4,759,116 Investment income: Net appreciation in fair value of investments (note 3) 321,797 262,618 -0- 27,069 256,882 295,799 1,164,165 Interest 351 165 26,647 367 661 680 935 29,806 Dividends 6,504 84,436 32,684 123,624 Contributions: Employer 364,288 364,288 Participant 111,236 175,888 198,824 467,643 478,622 1,432,213 Benefits paid to participants (note 1) (68,562) (82,528) (30,462) (15,237) (47,203) (69,778) (313,770) Interfund transfers, net (29,977) (8,267) (16,341) 2,332 8,886 34,075 9,292 -0- Fund balances, December 31, 1995 $1,759,608 $1,393,211 $516,863 $325,602 $1,830,229 $1,710,466 $23,463 $ 7,559,442 See accompanying notes to financial statements.
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. Investments, at fair value, which represent greater than 5% of plan assets at December 31, 1995 consist of the following: Jacor Common Stock $ 3,104,848 CIGNA Guaranteed Long Term Account 516,863 American Funds - American Balanced Fund 1,815,491 American Funds - The Growth Fund of America 1,705,594 Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the dates of the financial statements and the reported amounts of contributions and investment earnings and expenses during the reporting periods. Actual results could differ from those estimates. NOTES TO FINANCIAL STATEMENTS, Continued 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) (dated June 7, 1995) 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. 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 twelve consecutive months of employment with a minimum of 1,000 hours of service in such 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. NOTES TO FINANCIAL STATEMENTS, Continued 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. 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. If the Plan should happen to terminate, participants will receive the full value of the vested interest as of the appropriate valuation date. 4. EXPENSES OF THE PLAN: Currently, the employer pays all administrative expenses of the Plan. NOTES TO FINANCIAL STATEMENTS, Continued 5. PARTICIPANT DATA: At December 31, 1995, the number of employees participating by investment direction was: Stable Asset Fund 193 International Fund 150 Balanced Fund 326 Growth Fund 309 Company Stock Fund 477 6. PLAN AMENDMENTS: On January 26, 1995, the Plan was amended (1) to modify the definition of compensation and (2) to permit the Plan to delay the distribution to any Participant who has committed an act of dishonesty or fraud in connection with his employment. On May 2, 1995, the Plan was amended in several technical respects in order to obtain the issuance of a favorable determination letter from the Internal Revenue Service with respect to the Plan. On July 31, 1995, the Plan was amended (1) to modify the definition of plan administrator and (2) to credit service with certain predecessor employers as service with Jacor. 7. TRANSACTIONS WITH PERSONS KNOWN TO BE PARTIES IN INTEREST In connection with the January 11, 1993 restructuring of Jacor and its debt obligations, all holders of the then outstanding common stock received 0.0423618 shares of a new class of Jacor'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 Plan received 137,074 warrants to purchase the Jacor common stock. After the receipt of the warrants, Jacor determined that the Department of Labor could view the receipt of the warrants as a prohibited transaction under ERISA. On October 17, 1994, Jacor filed an Application for Prohibited Transaction Exemption with the Department of Labor. On June 21, 1996, a final exemption was published in the Federal Register. NOTES TO FINANCIAL STATEMENTS, Continued 7. TRANSACTIONS WITH PERSONS KNOWN TO BE PARTIES IN INTEREST, Continued: In June 1996, Jacor elected to allow these warrants to automatically be converted into the right to receive the Fair Market Value thereof (determined to be $19.70 per warrant) upon the closing of its 1996 Stock Offering. The closing of the 1996 Stock Offering occurred June 12, 1996. Plan participants were notified of this on May 16, 1996 and were informed that any time prior to the closing of the 1996 Stock Offering they could exercise their warrant, in whole or in part, at the stated exercise price of $8.30. 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, 1995 and 1994, in the amounts of $149,700 and $72,200, 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, 1995
Number of Shares or Principal Current Name of Issuer and Title of Issue Amount Cost Value Temporary Cash Investments 42,890 $ 42,890 $ 42,890 * Jacor Communications, Inc. Common Stock 120,204 3,382,455 2,103,571 * Jacor Communications, Inc. Common Stock Purchase Warrants 112,820 1,001,277 Mutual Funds: CIGNA Guaranteed Long Term Account 516,863 516,863 516,863 American Funds EuroPacific Growth Fund 13,879 300,271 321,019 American Funds American Balanced Fund 128,303 1,633,505 1,815,491 American Funds The Growth Fund of America 55,848 1,506,256 1,705,594 Total Mutual Funds 3,956,895 4,358,967 Loans to participants 23,463 23,463 TOTAL INVESTMENTS $7,405,703 $7,530,168 * 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 Column Column A B C D E F G H I Selling Price Expenses Current Value Description or FMV incurred of asset on Identity of or Purchase at date of Lease with Cost of transaction Net gain party involved asset Price distribution Rental Transaction asset date or (loss) Purchases Open Market Jacor Communications, $ 387,391 $ 387,391 $ 387,391 Inc. Common Stock (43 separate purchases totaling 25,300 shares) Open Market American Funds: American Balanced Fund $ 546,271 $ 546,271 $ 546,271 (27 purchases totaling 41,176 shares) American Growth Fund $ 579,070 $ 579,070 $ 579,070 (23 purchases totaling 19,428 shares)
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statements of Jacor Communications, Inc. on Form S-8 (File No. 33- 1293) and Form S-4 (File No. 333-06639) of our report dated June 21, 1996, on our audits of the financial statements of Jacor Communications, Inc. Retirement Plan as of December 31, 1995 and 1994, and for the year ended December 31, 1995, which report is included in this Form 11-K. COOPERS & LYBRAND, L.L.P. Cincinnati, Ohio June 27, 1996 -----END PRIVACY-ENHANCED MESSAGE-----