-----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, KIZuqXAHbb7JhB6hzdfi6qlCbeMsp9NrKq98+0ejnenPT3SKttVuWJ0+iqAKp0gy IR0W7xGSBiUM8wqS4vAIlw== 0000702808-96-000015.txt : 19961108 0000702808-96-000015.hdr.sgml : 19961108 ACCESSION NUMBER: 0000702808-96-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961015 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961107 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12404 FILM NUMBER: 96655555 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 E FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 8-K 1 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: October 15, 1996 JACOR COMMUNICATIONS, INC. DELAWARE (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 5. Other Events In October 1996, in addition to the previously announced acquisition by Jacor Communications, Inc. (the "Company") of Regent Communications, Inc., the Company entered into agreements providing for two exchanges of radio stations which will significantly enhance the Company's presence in San Diego. The Company also agreed to acquire an additional nine radio stations in three separate asset purchase transactions that will provide the Company with its initial access to new broadcast areas in Boise, Des Moines, Cedar Rapids and Casper. These transactions are discussed in more detail below. The Company entered into binding agreements with Par Broadcasting to purchase four radio stations in San Diego, KOGO-AM, KCBQ-AM, KIOZ-FM and KKLQ-FM, for $72.0 million in cash and with Entercom to sell the Company's two radio stations in Sacramento, KSEG-FM and KRXQ-FM, for $45.0 million in cash. Although these transactions are not directly contingent upon each other, the Company anticipates that these transactions will occur in a manner that permits the transactions to be treated as a tax-free like-kind exchange. Par has entered into a local marketing agreement ("LMA") with the Company such that the Company will commence operating the San Diego stations upon the expiration or termination of the applicable waiting periods under the Hart- Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). The Company has entered into an LMA with Entercom such that Entercom will commence operating the Sacramento stations upon the expiration or termination of the applicable waiting periods under the HSR Act. The Company further entered into a binding exchange agreement with Nationwide Communications, Inc. whereby the Company will exchange the assets of its two radio stations in Phoenix, KSLX-AM and KSLX-FM, for the assets of Nationwide's two radio stations in San Diego, KGB-FM and KPOP-AM. The assets to be exchanged are valued by the Company and Nationwide at approximately $45.0 million. The Company anticipates that this transaction will constitute a tax-free like-kind exchange. Nationwide has further entered into an LMA with the Company such that the Company will commence operating the San Diego stations upon the expiration or termination of the applicable waiting periods under the HSR Act. The Company has entered into an LMA with Nationwide such that Nationwide will commence operating the Phoenix stations upon the expiration or termination of the applicable waiting periods under the HSR Act. In connection with entering into the exchange agreement with Nationwide, the Company also announced that it intends to sell KCBQ-AM in San Diego, upon its acquisition from Par Broadcasting. The Par, Entercom and Nationwide exchanges will significantly enhance the Company's existing radio station portfolio in San Diego, where the Company will then own eight stations. In addition, the Company entered into three separate binding agreements with three unaffiliated radio broadcast companies whereby the Company will acquire the Federal Communications Commission (the "FCC") licenses and assets of a total of nine radio stations. These agreements are with Palmer Broadcasting Limited Partnership to acquire WHO-AM and KLYF-FM in Des Moines and WMT-AM and WMT-FM in Cedar Rapids for a purchase price of $52.5 million; with Clear Channel Radio, Inc. to purchase KTWO-AM, KMGW-FM and the Wyoming Radio Network, in Casper for a purchase price of $1.9 million; and with Colfax Communications to acquire KIDO- AM and KLTB-FM in Boise and KARO-FM in Caldwell, Idaho for a purchase price of $11.0 million in cash. All of the above pending transactions are subject to various conditions, including approval by the FCC. The Par/Entercom exchange and the Palmer acquisition are further subject to termination or expiration of the applicable waiting periods under the HSR Act. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release dated October 15, 1996. 99.2 Press Release dated October 21, 1996. 99.3 Press Release dated October 22, 1996. 99.4 Press Release dated October 24, 1996. 99.5 Press Release dated October 28, 1996. 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. November 6, 1996 By: /s/ R. Christopher Weber R. Christopher Weber, Senior Vice President and Chief Financial Officer CONTACT: Kirk Brewer EXHIBIT 99.1 (847) 256-9282 JACOR TO PURCHASE PALMER RADIO STATIONS CINCINNATI, October 15 -- Jacor Communications, Inc. (NASDAQ: JCOR) today announced it has reached an agreement with Palmer Broadcasting Limited Partnership under which Jacor will acquire Palmer's Iowa radio stations for $52.5 million in cash. Jacor will purchase WHO-AM and KLYF-FM, Des Moines, and WMT-AM and WMT-FM, Cedar Rapids. The transaction is subject to regulatory approval. "The Palmer stations have a rich heritage, and we will be very proud to be associated with them," said Jerry Kersting, Jacor senior vice president. "All of the stations have very attractive signals, including WHO-AM which is one of the country's few clear-channel stations." Joe Lentz, president of Palmer, added, "The staff is most enthused about becoming part of the Jacor Communications family." Jacor was represented by Kalil & Associates. Palmer was represented by Salomon Bros. Jacor Communications is headquartered in Cincinnati. Including announced pending acquisitions, Jacor owns, operates, represents or provides programming for 96 radio stations in 22 U.S. markets. The company also owns WKRC-TV in Cincinnati. Jacor intends to pursue growth through continued acquisitions of complementary stations in its existing markets and radio groups or individual stations with significant presence in other attractive markets. # # # CONTACT: Kirk Brewer EXHIBIT 99.2 (847) 256-9282 JACOR, ENTERCOM AND PAR TO EXCHANGE STATIONS CINCINNATI, Oct. 21 -- Jacor Communications, Inc. (NASDAQ: JCOR) today announced it has signed two definitive agreements having the effect of Jacor swapping its two Sacramento radio stations and $27 million in cash for four radio stations in San Diego. To effectuate the exchange, Jacor reached an agreement with Par Broadcasting to purchase KOGO-AM, KCBQ-AM, KIOZ-FM and KKLQ-FM in San Diego for $72 million. In addition, Jacor has signed an agreement with Entercom to sell its Sacramento radio stations, KSEG-FM and KRXQ-FM, to Entercom for $45 million. Although Jacor's purchase of the San Diego stations and the sale of the Sacramento stations are not directly contingent upon each other, Jacor anticipates that the transactions will occur in a manner that permits the transactions to be treated as a tax-free exchange. The transactions are subject to regulatory review. "We're very excited about these transactions," said Randy Michaels, chief executive officer of Jacor. "We view San Diego as a very attractive market, and this step furthers our strategy to continue to develop our core markets." Kalil and Co. was the broker for these transactions. Jacor Communications is headquartered in Cincinnati. Including announced pending acquisitions, Jacor owns, operates, represents or provides programming for 98 radio stations in 21 U.S. markets. The company also owns WKRC-TV 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 other attractive markets. # # # CONTACT: Kirk Brewer EXHIBIT 99.3 (847) 256-9282 JACOR TO ACQUIRE TWO STATIONS IN CASPER, WYOMING, AND WYOMING RADIO NETWORK CINCINNATI, Oct. 22 -- Jacor Communications, Inc. (NASDAQ: JCOR) today announced it has reached a definitive agreement to purchase KTWO-AM, KMGW-FM, and Wyoming Radio Network, Casper, Wyoming, from Clear Channel Radio, Inc. The transaction is subject to regulatory review. "We're very pleased to be associated with these stations," said Jerry Kersting, Jacor senior vice president. "KTWO is the oldest operating station in the state of Wyoming, and is the state's only 50,000-watt clear channel station." Jacor Communications is headquartered in Cincinnati. Including announced pending acquisitions, Jacor owns, operates, represents or provides programming for 100 radio stations in 22 U.S. markets. The company also owns WKRC-TV 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 other attractive markets. # # # CONTACT: Kirk Brewer EXHIBIT 99.4 (847) 256-9282 JACOR, NATIONWIDE REACH AGREEMENT TO TRADE SAN DIEGO AND PHOENIX STATIONS; KCBQ-AM TO BE SPUN OFF TO EXCL COMMUNICATIONS CINCINNATI, October 24 -- Jacor Communications, Inc. (NASDAQ: JCOR) today announced it has reached an agreement with Nationwide Communications, Inc. under which Jacor will trade the assets of its two Phoenix radio stations, KSLX-AM and KSLX-FM, for the assets of Nationwide's KGB-FM and KPOP- AM in San Diego. Jacor also announced it will spin off KCBQ-AM, San Diego, to EXCL Communications, Inc. of San Jose, California. The acquisition of KCBQ by Jacor was recently announced as part of a transaction with Par Broadcasting. The transactions are subject to regulatory approval. "We have identified San Diego as one of Jacor's core locations, and we now have a full complement of eight stations," said Randy Michaels, Jacor chief executive officer. "While it was difficult to make the decision to exit the Phoenix market, our employees, our advertisers and our listeners -- in Phoenix and San Diego -- will all benefit from the transaction." Christopher Marks, chairman of EXCL Communications, said, "The addition of KCBQ will extend EXCL's Spanish California Network's coverage from north of Sacramento to San Diego in the south." EXCL Communications owns or is under contract to purchase 19 stations in California, Colorado, New Mexico and Oregon. Jacor Communications is headquartered in Cincinnati. Including announced pending acquisitions, Jacor owns, operates, represents or provides programming for 99 radio stations in 21 U.S. markets. The company also owns WKRC-TV 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 other attractive markets. # # # CONTACT: Kirk Brewer EXHIBIT 99.5 (847) 256-9282 JACOR TO ACQUIRE THREE IDAHO STATIONS CINCINNATI, Oct. 28 -- Jacor Communications, Inc. (NASDAQ: JCOR) today announced it has reached a definitive agreement to purchase KIDO-AM and KLTB-FM, Boise, Idaho, and KARO-FM, Caldwell, Idaho, from Colfax Communications. Jacor will pay $11 million cash for the three stations. The transaction is subject to regulatory review. "We consider Boise to be a very attractive, growing area," said Jerry Kersting, Jacor senior vice president. Jacor Communications is headquartered in Cincinnati. Including announced pending acquisitions, Jacor owns, operates, represents or provides programming for 102 radio stations in 22 U.S. cities. The company also owns WKRC-TV in Cincinnati. Jacor plans to pursue growth through continued acquisitions of complementary stations in its existing locations, and radio groups or individual stations with significant presence in other attractive locations. # # # -----END PRIVACY-ENHANCED MESSAGE-----