-----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, q0+IYFfB/jsEI/DVBNk8hUVur9CVeKhqIOS65gPGs3T0fvLXbMxwm62znVJkg/LW DJHNUfsHuqhmhB7CGS3Klw== 0000702808-94-000012.txt : 19940705 0000702808-94-000012.hdr.sgml : 19940705 ACCESSION NUMBER: 0000702808-94-000012 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOR COMMUNICATIONS INC CENTRAL INDEX KEY: 0000702808 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94536967 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 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, 1993 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, 1993 and 1992 4 and 5 Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 1993 6 Notes to Financial Statements 7 to 10 (b) Supplemental Schedules: Schedule of Investments 11 Schedule of Plan Transactions in Excess of 5% of Current Value of Plan Assets 12 Transactions with Parties in Interest 13 (c) Exhibits: Exhibit No. Exhibit 24 Consent of Coopers & Lybrand, 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 28, 1994 BY: 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, 1993 and 1992 and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1993. 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, 1993 and 1992, and the changes in net assets available for plan benefits for the year ended December 31, 1993, 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 supplemental schedules have been subjected to the auditing procedures applied in the audit 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 14, 1994 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 Net Assets Available for Plan Benefits December 31, 1992
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 $ 89,773 $ 8,092 $ 2,824 $ 2,097 $ 10,878 $ 11,804 $ 125,468 Common stock of participating employer 73,648 142,980 216,628 Mutual funds 68,042 42,703 306,736 247,305 664,786 Loans to participants $4,373 4,373 Total investments 163,421 151,072 70,866 44,800 317,614 259,109 4,373 1,011,255 Net assets available for plan benefits (note 1) $ 163,421 $ 151,072 $ 70,866 $44,800 $317,614 $259,109 $ 4,373 $1,011,255 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, 1993
Company Stock Company Stock Money Fund-Employer Fund-Participant Market Bond Balanced Growth Loan Contributions Contributions Fund Fund Fund Fund Fund Total Fund balances, December 31, 1992 $ 163,421 $ 151,072 $70,866 $44,800 $317,614 $259,109 $ 4,373 $1,011,255 Investment income: Net appreciation (depreciation) in fair value of investments (note 3) 571,992 775,456 (133) 21,524 52,640 1,421,479 Interest 3,253 334 2,536 26 156 143 231 6,679 Dividends 295 572 4,671 23,514 2,473 31,525 Investment expenses (66) (66) Contributions: Employer 239,023 239,023 Participant 57,584 79,364 56,005 369,910 287,584 850,447 Benefits paid to participants (note 1) (40,301) (70,919) (9,564) (1,647) (34,023) (13,133) (169,587) Interfund transfers, net (4,762) (12,998) (3,475) 8,149 15,718 (2,632) -0- Fund balances, December 31, 1993 $ 937,617 $ 909,337 $130,204 $100,247 $706,844 $604,534 $ 1,972 $3,390,755 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. 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. Amounts due persons who have elected distribution of benefits from the Plan are approximately $26,000 and $17,500 at December 31, 1993 and 1992, respectively. NOTES TO FINANCIAL STATEMENTS, 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, 1993, the number of employees participating by investment direction was: Money Market Fund 72 Bond Fund 67 Balanced Fund 237 Growth Fund 186 Company Stock Fund 348 6. PLAN AMENDMENTS: Effective January 1, 1992, the Plan was changed to allow participants to direct the investment of their contributions made after December 31, 1991 into one or more investment funds or into Jacor common stock. Prior to January 1, 1992 all contributions to the Plan were used to acquire Jacor common stock. In addition, the Plan was modified to allow for participant loans and the Plan was also changed to allow participants, after attaining age 55, to annually transfer up to 25% (50% after attaining age 60) of their pre-1992 holdings in Jacor common stock into one or more of the other available investment funds. 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. The warrants are exercisable at $8.30 per share and, subject to acceleration in certain events, expire on January 14, 2000. As a result of the restructuring, the Jacor Communications, Inc. Retirement Plan holds 125,784 warrants to purchase the Company common stock. JACOR COMMUNICATIONS, INC. RETIREMENT PLAN Item 27a - Schedule of Investments December 31, 1993 Number of Shares or Principal Current Name of Issuer and Title of Issue Amount Cost Value Temporary Cash Investments 118,428 $ 118,428 $ 118,428 * Jacor Communications, Inc. Common Stock 72,602 2,926,851 1,043,654 * Jacor Communications, Inc. Common Stock Purchase Warrants 125,784 766,528 Mutual Funds: Losantiville Treasury Fund 128,725 128,725 128,725 American Funds Intermediate Bond Fund of America 6,541 94,710 93,403 American Funds American Balanced Fund 52,797 666,601 663,658 American Funds The Growth Fund of America 21,472 529,949 574,387 Total Mutual Funds 1,419,985 1,460,173 Loans to participants 1,972 1,972 GRAND TOTAL $4,467,236 $3,390,755 * 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 A B C D E F Selling Price Expenses Description or FMV incurred Identity of or Purchase at date of Lease with party involved asset Price distribution Rental Transaction Purchases Open Market Jacor Communications, $ 349,550 Inc. Common Stock (7 separate purchases totaling 40,407 shares) Open Market American Funds: American Balanced Fund $ 311,884 (23 purchases totaling 24,083 shares) American Growth Fund $ 229,415 (21 purchases totaling 8,869 shares) Losantiville Treasury $ 78,691 Fund (24 purchases totaling 78,691 shares)
ITEM 27d - SCHEDULE OF REPORTABLE PLAN TRANSACTIONS IN EXCESS OF 5% OF CURRENT VALUE OF PLAN ASETS, Continued
Column Column Column Column Column A B G H I Current Value Description of asset on Identity of or Cost of transaction Net gain party involved asset asset date or (loss) Purchases Open Market Jacor Communications, $ 349,550 $ 349,550 Inc. Common Stock (7 separate purchases totaling 40,407 shares) Open Market American Funds: American Balanced Fund $ 311,884 $ 311,884 (23 purchases totaling 24,083 shares) American Growth Fund $ 229,415 $ 229,415 (21 purchases totaling 8,869 shares) Losantiville Treasury $ 78,691 $ 78,691 Fund (24 purchases totaling 78,691 shares)
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN Transactions with Parties in Interest December 31, 1993
Number Identity of Relationship Description of of Party Involved to Plan Transaction Warrants Cost Value Jacor Employer of Receipt of 125,784 $766,528 Communications, employees Common Stock Inc. covered by Purchase Plan Warrants
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN EXHIBIT 24 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 14, 1994, on our audits of the financial statements of Jacor Communications, Inc. Retirement Plan as of December 31, 1993 and 1992, and for the year ended December 31, 1993, which report is included in this Form 11-K. COOPERS & LYBRAND Cincinnati, Ohio June 28, 1994 -----END PRIVACY-ENHANCED MESSAGE-----