-----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, WTfiijsLc5A54Q2JlKO2fUjscNZeueaahcrSZIUyg2rB3qBFBby3hR8L2nq/J+qG w0DNq20aFmS6YcvtaA8JJQ== 0000912057-97-021975.txt : 19970627 0000912057-97-021975.hdr.sgml : 19970627 ACCESSION NUMBER: 0000912057-97-021975 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970407 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970626 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-12404 FILM NUMBER: 97630181 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 8-K/A 1 8K/A J4953 COVER SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K(A) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report: April 7, 1997 JACOR COMMUNICATIONS, INC. DELAWARE (State or Other Jurisdiction of Incorporation) 0-12404 31-0978313 (Commission File No.) (IRS Employer Identification No.) 50 East RiverCenter Boulevard 12th Floor Covington, KY 41017 (606) 655-2267 Item 2. Acquisition or Disposition of Assets On June 12, 1997, Jacor Communications, Inc. (the "Company"), Jacor Communications Company ("JCC"), a wholly-owned subsidiary of the Company, and PRN Holding Acquisition Corp. ("Buyer"), a wholly-owned subsidiary of JCC, completed the acquisition of Premiere Radio Networks, Inc. ( "Premiere") pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of April 7, 1997. Such acquisition was previously announced by Jacor in April 1997 and the terms and conditions of the proposed merger of the Buyer with and into Premiere (the "Merger") were fully described in the Company's Forms 8-K and 8-K/A filed with the Securities and Exchange Commission on April 8, 1997 and May 2, 1997, respectively, and in the Company's S-4 Registration Statement, File No.333-26125. Premiere is the surviving company in the Merger and, as a result of the Merger, became a subsidiary of the Company. Premiere is a leading independent creator, producer and distributor of comedy, entertainment, music radio programs, research and other services. Premiere produces 52 syndicated programs and services, and has over 6,300 contracts with more than 4,000 affiliate radio stations to broadcast Premiere's programming and to use Premiere's services. Premiere distributes its programs and services in exchange for commercial broadcast time. In the Merger between the Buyer and Premiere each share of Premiere capital stock was converted into $13.50 in cash (the "Cash Consideration") and 0.13778841 of a share of the Company's Common Stock (the "Stock Consideration," and together with Cash Consideration, the "Merger Consideration"), for a total value as of the acquisition date of about $18.75 per Premiere share. The total Merger Consideration paid by the Company, including payment for certain Premiere warrants and stock options aggregates approximately $189.8 million inclusive of the amounts paid to the Archon shareholders as discussed in the following paragraph. Of such amount, approximately $138.8 million was paid in cash and the remainder was paid in 1,416,886 shares of the Company's Common Stock and 303,000 shares of the Company's Common Stock reserved for issuance pursuant to option agreements with certain members of Premiere's management. The total net consideration paid by the Company, net of Premiere's cash on hand and excess working capital acquired by the Company in the Merger, is approximately $169.0 million. In order to facilitate the Merger, immediately prior to the closing of the Merger JCC also purchased all of the outstanding shares of common stock of Archon Communications, Inc. ("Archon"), the largest shareholder of Premiere capital stock prior to the Merger. Archon's principal business activity was the ownership of Premiere common stock, Premiere Class A common stock and options and warrants to acquire Premiere common stock, and the provision of strategic consulting services to Premiere. Accordingly, for their shares in Archon, the Archon shareholders received an amount of cash and the Company's Common Stock calculated in the same manner as the Merger Consideration received by the other Premiere stockholders, plus cash equal to Archon's cash on hand (net of Archon liabilities) upon closing. 2 Item 5. Other Events As previously reported, the Company acquired the assets of NSN Network Services, a leading provider of satellite and network services for the radio broadcasting industry. The purchase price for such assets was $11.0 million, of which $1.65 million was paid in Jacor common stock. On June 19, 1997, the Company announced that it would exchange its four Kansas City radio stations to American Radio Systems for six Dayton, Ohio radio stations. The Company anticipates that the transaction will be treated as a like-kind exchange for tax purposes. No cash is expected to be paid to either party in connection with the exchange. Item 7. Financial Statements and Exhibits All financial statements required to be filed by the Company with the Securities and Exchange Commission in connection with the Merger have been previously filed pursuant to the Company's Form 8-K/A dated May 2, 1997 and the Company's Form S-4 Registration Statement, File No. 333-26125. (c) Exhibits 2.1 Agreement and Plan of Merger dated as of April 7, 1997 among Jacor Communications, Inc. (the "Company"), Jacor Communications Company ("JCC"), PRN Holding Acquisition Corp. ("Buyer"), and Premiere Radio Networks, Inc. (omitting schedules and exhibits not deemed material).* 2.2 Shareholders' Agreement dated as of April 7, 1997 by and among the Company, JCC, Archon Communications, Inc. ("Archon"), the stockholders of Archon and certain shareholders of Premiere (omitting schedules and exhibits not deemed material).* 2.3 Stock Purchase Agreement dated as of April 7, 1997 among the Company, JCC, Archon Communications Partners LLC and News America Holdings Incorporated (omitting schedules and exhibits not deemed material).* 99.1 Press Release dated April 7, 1997 (relating to Premiere).* 99.2 Press Release dated April 7, 1997 (relating to NSN Network Services).* 99.3 Press Release dated June 12, 1997 (relating to the Premiere Merger). * Previously filed 3 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. June 26, 1997 By: /s/ R. Christopher Weber ------------------------------------------- R. Christopher Weber, Senior Vice President and Chief Financial Officer EX-99.3 2 EX.99.3 PRESS RELEASE EXHIBIT 99.3 JACOR COMPLETES ACQUISITION OF PREMIERE RADIO NETWORKS, INC. COVINGTON, KY, JUNE 12, 1997 - - JACOR COMMUNICATION INC. (NASDAQ: JCOR) announced today that it has completed the acquisition of all outstanding shares and equivalents of Premiere Radio Networks, Inc. (NASDAQ: PRNI AND PRNIA) for approximately $190 million in cash and stock. In the merger between Premiere and a subsidiary of Jacor, each share of Premiere stock was converted into $13.50 in cash, and approximately 0.138 of a share of Jacor common stock, for a total value as of the acquisition date of about $18.75 per Premiere share. Jacor issued a total of approximately 1.4 million shares to complete the acquisition. Premiere is the largest syndicator of comedy radio programming in the United States and is the leading creator, producer and distributor of innovative entertainment and music radio programs, research and other services. Premiere produces 52 syndicated programs and services and has over 6,300 contracts with more than 4,000 affiliate radio stations to broadcast its programming and to use its services. Jacor CEO Randy Michaels said, "Jacor's goal is to be a fully integrated radio company, with strong stations, high quality, difficult to duplicate programming and state of the art distribution capabilities. Premiere is a significant partner in moving us toward that goal. Premiere has a wide array of successful programming that is already in place in radio stations throughout the country, including many Jacor stations. Premiere brings leading radio names such as Leeza Gibbons, Jim Rome and Michael Reagan to the Jacor programming menu. The cultures of Premiere and Jacor are a natural fit and we are very pleased to welcome Steve Lehman and his highly creative staff to the Jacor team." Steve Lehman, Premiere's President and Chief Executive Officer, echoed Michaels' feelings: "Over the last few months the Premiere team has already had several opportunities to meet and work with Jacor management and we couldn't be happier. The fit is perfect, both operationally and culturally. Together Jacor and Premiere will create a major force in the radio industry." Jacor is the nation's third largest radio group measured by total revenues. Including announced pending acquisitions, Jacor owns, operates, or represents approximately 149 radio stations in 32 U.S. broadcast areas. In addition to Premiere, Jacor owns EFM, the syndicator for top radio personality Rush Limbaugh. Jacor also owns a satellite distribution service, NSN, which provides bi-directional communication among multiple networks. Jacor plans to pursue growth through continued acquisitions of complementary radio stations in its existing broadcast locations, and radio groups or individual stations with significant presence in other attractive locations. Additionally, Jacor will grow in other broadcast-related products and businesses. For further information, contact: Pam Taylor Corporate Communications (606) 655-6523 -----END PRIVACY-ENHANCED MESSAGE-----