-----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, DDeeGZgdaObcgEc10FRDlTviLop3ppaT4zLL7ifGQ+KqWU7a4WeKDkxV6NBSDCK2 6+NasvuGO/yPT0uBz4e0TQ== 0000950124-98-005696.txt : 19981019 0000950124-98-005696.hdr.sgml : 19981019 ACCESSION NUMBER: 0000950124-98-005696 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981016 SROS: NONE GROUP MEMBERS: ANDA PARTNERSHIP GROUP MEMBERS: SAMSTOCK, L.L.C. GROUP MEMBERS: SAMUEL ZELL GROUP MEMBERS: SZ2 (IGP) PARTNERSHIP GROUP MEMBERS: ZELL CHILMARK FUND L P GROUP MEMBERS: ZELL/CHILMARK FUND, L.P. SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34899 FILM NUMBER: 98726643 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 EAST RIVERCENTER BLVD 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZELL CHILMARK FUND L P CENTRAL INDEX KEY: 0000905301 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363716608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: 15TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129849711 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: 15TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 AMENDMENT NO 4 TO SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (AMENDMENT NO.4)1 JACOR COMMUNICATIONS, INC. - ------------------------------------------------------------------------------- (Name of Company) COMMON STOCK - ------------------------------------------------------------------------------- (Title of class of securities) 469858 41 0 - ------------------------------------------------------------------------------- (CUSIP number) Sheli Z. Rosenberg Two N. Riverside Plaza, Suite 600, Chicago, IL 60606 (312) 466-3990 - ------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) October 8, 1998 - ------------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box []. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 47 Pages) ________________________________ 1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 - ----------------------- ------------------ CUSPID No. 469858 41 0 13D/A Page 2 of 47 Pages - ----------------------- ------------------ - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Zell/Chilmark Fund, L.P. 36-3716608 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 13,349,720 SHARES ----------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 13,349,720 REPORTING ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 13,349,720 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) approximately 26.2% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------- 3 - ----------------------- ------------------ CUSPID No. 469858 41 0 13D/A Page 3 of 47 Pages - ----------------------- ------------------ - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Samstock, L.L.C. 36-4156890 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 437,858 SHARES ----------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 437,858 REPORTING ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 437,858 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) approximately 3.3% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON 00 - ------------------------------------------------------------------------------- 4 - ----------------------- ------------------ CUSPID No. 469858 41 0 13D/A Page 4 of 47 Pages - ----------------------- ------------------ - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SZ2 (IGP) Partnership 36-3870923 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 60,243 SHARES ----------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 60,243 REPORTING ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 60,243 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) approximately 0.5% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------- 5 - ----------------------- ------------------ CUSPID No. 469858 41 0 13D/A Page 5 of 47 Pages - ----------------------- ------------------ - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anda Partnership 88-0132846 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------- 6 - ----------------------- ------------------ CUSPID No. 469858 41 0 13D/A Page 6 of 47 Pages - ----------------------- ------------------ - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Samuel Zell - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 9,289 SHARES ----------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 9,289 REPORTING ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 9,289 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) approximately 0.02% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- 7 This Amendment No. 4 (this "Amendment") amends and restates, in their entirety, the Statement on Schedule 13D dated April 23, 1993, Amendment No. 1 thereto dated July 20, 1993, Amendment No. 2 thereto dated February 12, 1996 and Amendment No. 3 thereto dated May 16, 1997 (such original Schedule 13D, along with Amendments No. 1 through 3 collectively being referred to herein as the "Statement"), by Zell/Chilmark Fund, L.P., Samstock, L.L.C., SZ2 (IGP) Partnership and Anda Partnership relating to the common stock, par value $.01 per share, of JACOR COMMUNICATIONS, INC., a Delaware corporation. Item 1. Security and Issuer This Statement relates to the common stock, $.01 par value per share ("Common Stock") of Jacor Communications, Inc. (the "Issuer"). The Issuer has its principal executive office at 50 East RiverCenter Blvd., 12th Floor, Covington, Kentucky 41011. Item 2. Identity and Background Item 2 is hereby amended to read in its entirety as follows: (a)-(c) The following are Reporting Persons: 1) Zell/Chilmark Fund, L.P., a Delaware limited partnership ("Zell/Chilmark"); 2) Samstock, L.L.C., a Delaware limited liability company ("Samstock"); 3) SZ2 (IGP) Partnership, an Illinois general partnership ("SZ2"); 4) Anda Partnership, a Nevada general partnership ("Anda"); and 5) Samuel Zell, an individual. The business address of Zell/Chilmark, Samstock, SZ2, Anda and Samuel Zell (herein the "Reporting Persons") is Two N. Riverside Plaza, Chicago, IL 60606. Zell/Chilmark: Zell/Chilmark is controlled by Samuel Zell, David M. Schulte, Rod F. Dammeyer and Sheli Z. Rosenberg. Zell/Chilmark is controlled by its sole general partner, ZC Limited Partnership, an Illinois limited partnership ("ZC Limited"). ZC Limited is controlled by its sole general partner, ZC Partnership, a Delaware general partnership ("ZC"). ZC's partners are ZC, Inc., an Illinois corporation ("ZCI"), wholly owned and controlled by Mr. Zell, and CZ Inc., a Delaware corporation ("CZI"), wholly owned and controlled by Mr. Schulte. ZC has delegated its full power and authority to represent itself to an executive committee of ZC comprised of Messrs. Zell and Schulte and two delegates appointed by Mr. Zell. Mr. Zell has appointed Mr. Dammeyer and Mrs. Rosenberg as his delegates. Certain information concerning Messrs. Zell, Schulte and Dammeyer and Mrs. Rosenberg is set forth in Appendix A hereto. The address of ZCI, Messrs. Zell and Dammeyer and Mrs. Rosenberg is Two N. Riverside Plaza, Suite 600, Chicago, Illinois 60606. The address of Mr. Schulte is 875 N. Michigan Avenue, Chicago, Illinois 60611. The principal business of Zell/Chilmark and, through Zell/Chilmark, of ZC Limited, ZC, ZCI and CZI is investing in, and providing capital and management support to, companies that are engaged in or are the appropriate subject of significant recapitalizations or corporate restructurings. Certain information concerning the executive officers, directors and principal shareholders of ZCI and CZI is set forth in Appendix A hereto. Information for ZCI and CZI, the sole partners of ZC, is as follows: Page 7 of 47 8 The officers of ZCI are: Samuel Zell President Rod F. Dammeyer Vice President Donald J. Liebentritt Vice President Sheli Z. Rosenberg Vice President Arthur A. Greenberg Vice President and Treasurer Certain information concerning Messrs. Zell, Dammeyer, Greenberg & Liebentritt and Mrs. Rosenberg is set forth in Appendix A hereto. The address for ZCI, Messrs. Zell, Dammeyer, Greenberg and Liebentritt, and Mrs. Rosenberg is Two N. Riverside Plaza, Chicago, Illinois 60606. The officers of CZI are: David M. Schulte President Joel S. Friedland Vice President Matthew R. Rosenberg Vice President Certain information concerning Messrs. Schulte, Friedland and Rosenberg is set forth in Appendix A hereto. The address for CZI, Messrs. Schulte, Friedland and Rosenberg is 875 N. Michigan Avenue, Chicago, Illinois 60611. Samstock, L.L.C. Samstock is a Delaware limited liability company whose sole member is SZ Investments, L.L.C., a Delaware limited liability company. The members of SZ Investments, L.L.C. are: 1) Alphabet Partners, an Illinois general partnership; 2) ZFT Partnership, an Illinois general partnership; and 3) Zell General Partnership, Inc. Alphabet Partners is composed of three trusts created for the benefit of Samuel Zell. Arthur A. Greenberg is the sole trustee of the three trusts. Certain information concerning Mr. Greenberg is set forth in Appendix A hereto. The address for Alphabet Partners and Mr. Greenberg is Two N. Riverside Plaza, Chicago, Illinois 60606. ZFT Partnership is composed of fifteen trusts created for the benefit of Samuel Zell. Sheli Z. Rosenberg is the sole trustee of the fifteen trusts. Certain information concerning Mrs. Rosenberg is set forth in Appendix A hereto. The address for ZFT Partnership and Mrs. Rosenberg is Two N. Riverside Plaza, Chicago, Illinois 60606. Zell General Partnership, Inc. ("Zell G.P.") is an Illinois corporation whose sole stockholder is Samuel Zell as Trustee of the Samuel Zell Revocable Trust under trust agreement dated January 17, 1990. Mr. Zell is also the beneficiary of the trust. The officers of Zell G.P. are: Samuel Zell, President and Sheli Z. Rosenberg, Rod F. Dammeyer and Donald J. Liebentritt, Vice Presidents. Certain information concerning Messrs. Zell, Dammeyer and Liebentritt and Mrs. Rosenberg is set forth in Appendix A hereto. The address for Zell G.P., Messrs. Zell, Dammeyer and Liebentritt and Mrs. Rosenberg is Two N. Riverside Plaza, Chicago, Illinois 60606. The officers of Samstock are: Samuel Zell, President and Sheli Z. Rosenberg, Rod F. Dammeyer, and Donald J. Liebentritt, Vice Presidents. Certain information concerning Messrs. Zell, Dammeyer and Liebentritt and Mrs. Rosenberg is set forth in Appendix A. Page 8 of 47 9 SZ2 (IGP) Partnership SZ2 is composed of Samuel Zell and twenty trusts created for the benefit of Samuel Zell or his family. The trustees of the twenty trusts are Roger S. Baskes, Rochelle Zell or Arthur A. Greenberg. Roger S. Baskes and Rochelle Zell are both private investors and citizens of the United States of America. Certain information concerning Messrs. Zell and Greenberg is set forth in Appendix A. The address for SZ2 and Messrs. Zell and Greenberg is Two N. Riverside Plaza, Chicago, Illinois 60606. The address for Mr. Baskes is 980 N. Michigan Avenue, Chicago, Illinois 60611. The address for Mrs. Zell is 1555 N. Astor Street, Chicago, Illinois 60611. Anda Partnership Anda Partnership is composed of ten trusts created for the benefit of Ann Lurie and her family. Ann Lurie and Mark Slezak are the co-trustees of the ten trusts. Mrs. Lurie is a private investor and a citizen of the United States of America. Mr. Slezak is a Vice President and Treasurer of Lurie Investments, Inc. and a citizen of the United States of America. The address for Anda Partnership, Mrs. Lurie and Mr. Slezak is Two N. Riverside Plaza, Chicago, Illinois 60606. Samuel Zell Certain information concerning Mr. Zell is set forth in Appendix A. (d) and (e) None of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of the persons listed above or in Appendix A attached hereto, have, during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The aggregate amount of funds used by Zell/Chilmark in acquiring 11,756,597 shares of Common Stock and 629,117 warrants to purchase Common Stock ("Warrants") reported for such Reporting Person was $67,608,710. All funds used in acquiring the Common Stock and Warrants were obtained from partnership capital contributions from general and limited partners. The Warrants and 8,272,276 shares of Common Stock were obtained pursuant to a restructuring plan which included a merger of a corporation wholly owned by Zell/Chilmark with the Issuer on January 11, 1993 and related creditor sale on January 12, 1993 ("Restructuring Plan"), and 3,484,321 shares were purchased by Zell/Chilmark from the Issuer on March 11, 1993. On July 20, 1993, a corporation wholly owned by Zell/Chilmark, ZC/Radio Acquisition, Inc. ("Acquisition Corp."), purchased a radio station, KAZY (FM), Denver, Colorado ("KAZY"), for $5.5 million plus acquisition expenses of $33,395.79. Zell/Chilmark and the Issuer had previously agreed that the Issuer would acquire KAZY from Zell/Chilmark in exchange for shares of Common Stock having an aggregate value, based upon the value of $5.74 per share established at the time of the Restructuring, equal to Zell/Chilmark's cost for the station plus related acquisition expenses. On July 20, 1993, Acquisition Corp. was merged into a wholly owned subsidiary of the Issuer in exchange for Zell/Chilmark's receipt of 964,006 shares of Common Stock. All funds used by Acquisition Corp. in acquiring KAZY were obtained by Acquisition Corp. from Zell/Chilmark. Zell/Chilmark received the funds from partnership contributions from general and limited partners. Page 9 of 47 10 On June 11, 1996, Zell/Chilmark exercised the Warrants for $5.2 million with funds from partnership contributions from general and limited partners. On April 9, 1997, SZ2 purchased in open market transactions at $2.13 per warrant 271,000 warrants to purchase 55,155 shares of Common Stock at $28.00 per share and 25,000 warrants at $2.00 per warrant to purchase 5,088 shares of Common Stock at $28.00 per share for total consideration of approximately $627,000. The source of funds for the purchase by SZ2 was the working capital of SZ2. On May 16, 1997, Samstock and Anda purchased 437,858 shares of Common Stock and 235,770 shares of Common Stock, respectively, at $29.69 per share from the Issuer for total consideration of $13,000,004.02 and $7,000,011.30, respectively. The source of funds for the purchase by Samstock was a capital contribution from the member of Samstock, who in turn had received capital contributions from its members. The source of funds for the purchase by Anda was the working capital of Anda. On September 30, 1997, Samuel Zell purchased 3,256 shares of Common Stock at $30.71 per share from the Issuer pursuant to the Issuer's 1997 Non-Employee Director Stock Purchase Plan (the "Stock Purchase Plan"). On March 31, 1998, Samuel Zell purchased 2,283 shares of Common Stock at $43.80 per share from the Issuer pursuant to the Stock Purchase Plan. The aggregate amount of funds used by Mr. Zell in making each such purchase, approximately $100,000 with respect to each purchase, was from the personal funds of Mr. Zell. All of these shares were purchased at a per share price equal to 85% of the market value of the Issuer's Common Stock on the first day of the applicable purchase period. Item 4. Purpose of Transaction. Zell/Chilmark acquired the Common Stock and Warrants referenced above to facilitate the consummation of the Restructuring Plan and for the purpose of making a significant long-term equity investment in, and obtaining control over, the Issuer, and to accomplish a subsequent refinancing of the Issuer's debt. Since the Issuer owns and operates radio stations, it is governed by the Federal Communications Committee ("FCC"). The rules and regulations of the FCC state that the FCC must approve the potential acquiror of a controlling interest in the voting stock of a company under its governance. Since it was the intent of Zell/Chilmark to gain control of the Issuer, FCC approval ("FCC Approval") was required. The Restructuring Plan was approved by the shareholders of the Issuer on January 8, 1993 and was consummated on January 11 and 12, 1993. At that time the transfer of control to Zell/Chilmark had not yet been approved by the FCC and therefore the shares acquired by Zell/Chilmark or issuable upon exercise of Warrants acquired by Zell/Chilmark were non-voting Class B common stock ("Class B Common"). The Class B Common was to convert to Common Stock at the time of the FCC's approval of Zell/Chilmark as the acquiror of a controlling interest in the Issuer. FCC approval was received on April 23, 1993. Pursuant to the Restructuring Plan, Zell/Chilmark designated two of the five directors of the Issuer at the time of the Restructuring and, upon receipt of FCC Approval, the board of directors of the Issuer was expanded to nine persons and Zell/Chilmark designated three additional directors in order to assure it majority representation. The Issuer, with Zell/Chilmark's support, proposed an amendment to its By-laws which was approved by vote at the Issuer's Annual Meeting of Stockholders in May 1993, which amendment eliminated provisions for a classified board. Samstock, Anda and Mr. Zell purchased the shares of Common Stock reported herein for investment purposes. SZ2 purchased the warrants to purchase Common Stock reported herein for investment purposes. As of October 8, 1998, each of Zell/Chilmark, Samstock, SZ2 and Samuel Zell executed a Voting Agreement (the "Voting Agreement") with Clear Channel Communications, Inc., a Texas corporation ("Clear Channel") pursuant to which each such Reporting Person agreed, among other things, to vote shares of Common Stock such entity beneficially owns (1) in favor of the Agreement and Plan of Merger dated as of October 8, 1998 (the "Merger Agreement") among the Issuer, Clear Channel and CCU Merger Sub, Inc., a Delaware Corporation ("CCU Merger Sub") whereby CCU Merger Sub Page 10 of 47 11 would be merged with and into the Issuer with the Issuer surviving as a wholly-owned subsidiary of Clear Channel (the "Merger") and (2) generally against any action or agreement that is reasonably likely to result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Voting Agreement or the Merger Agreement. The Voting Agreements also contain certain restrictions on the ability of such Reporting Persons to dispose of their shares of Common Stock during the period commencing 57 trading days prior to the Estimated Closing Date (as defined in the Voting Agreement). On October 8, 1998 each of Zell/Chilmark, Samstock, SZ2 and Samuel Zell executed a Registration Rights Agreement (the "Registration Rights Agreement") with Clear Channel pursuant to which Clear Channel agreed to give such Reporting Persons certain shelf registration and demand registration rights with respect to the shares of common stock of Clear Channel acquired by such Reporting Persons pursuant to the Merger. The summary contained in this Amendment to Schedule 13D of certain provisions of the Voting Agreement and the Registration Rights Agreement is qualified in its entirety by reference to the Voting Agreement and the Registration Rights Agreement filed as Exhibit Nos. 12 and 13, respectively, to this Amendment and incorporated herein by reference. None of the Reporting Persons has any current intention to acquire any additional securities of the Issuer (except as described in this Item 4) or to dispose of any securities of the Issuer. Each of Zell/Chilmark, Samstock, SZ2 and Samuel Zell intends, however, to continue to review its investment in the Common Stock and, from time to time depending upon certain factors, including, without limitation, the availability and prices of shares of Common Stock and/or warrants on the open market, may determine to acquire through open market purchases or otherwise additional shares of Common Stock and/or warrants (in addition to those that the Reporting Persons may acquire as described above in this Item 4 or by exercising options described in Item 5) or may determine to sell Common Stock or warrants through open market transactions or otherwise, to the extent permitted by law and the terms of the above-described agreements. Except as stated above, none of the Reporting Persons has any plans or proposals of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D. The information set forth in Item 6 below is incorporated herein by reference. Item 5. Interest in Securities of the Issuer. (a) To the best knowledge of the Reporting Persons, there are 50,958,860 "1" shares of Common Stock issued and outstanding as of the date hereof. As of the date hereof, the Reporting Persons may be deemed to be the beneficial owner of the following which represent the following percentages of the shares of Common Stock outstanding: REPORTING PERSON: NUMBER OF SHARES: PERCENTAGE OF OUTSTANDING: - ----------------- ----------------- -------------------------- Zell/Chilmark 13,349,720 26.2% Samstock 437,858* 3.3%* SZ2 60,243** 0.5%** Anda -0- 0.0% Samuel Zell 9,289*** 0.0%*** - ------------------------- 1 From Form 10Q for the quarter ended June 30, 1998. Page 11 of 47 12 * These shares of Common Stock are pledged to Chase Manhattan Bank. See Item 6 for a description of the transaction. ** Assumes the exercise of 296,000 warrants to purchase 60,243 shares of Common Stock at $28.00 per share. *** Includes vested options currently exercisable to purchase 3,750 shares of Common Stock but does not include 2,176 Common Stock units which will convert to shares of Common Stock at the time Mr. Zell ceases to be a director of the Issuer. Additionally, those persons listed in Item 2 above beneficially own the following number of shares of Common Stock: 1) Sheli Z. Rosenberg is the beneficial owner of (i) 12,829 shares of Common Stock; (ii) options to purchase 20,000 shares of Common Stock; and 2,176 Common Stock units. 2) Samuel Zell may be deemed to be the beneficial owner of 5,000 shares of Common Stock which are beneficially owned by the Rochelle Zell Revocable Trust. Mr. Zell is a co-trustee of such trust and disclaims beneficial ownership of the 5,000 shares of Common Stock. 3) Rochelle Zell may be deemed to be the beneficial owner of 5,000 shares of Common Stock which are beneficially owned by the Rochelle Zell Revocable Trust. Mrs. Zell is the beneficiary and co-trustee of such trust. 4) Roger S. Baskes may be deemed to be the beneficial owner of 5,000 shares beneficially owned by the Rochelle Zell Revocable Trust. Mr. Baskes is a co-trustee of such trust and disclaims beneficial ownership of the 5,000 shares of Common Stock. Additionally, the RSB Properties Trust E is the beneficial owner of 5,000 shares of Common Stock. Members of Mr. Baskes' family are the beneficiaries of such trust. Mr. Baskes disclaims beneficial ownership of the 5,000 shares. 5) Rod F. Dammeyer is the beneficial owner of (i) 2,283 shares of Common Stock; (ii) options to purchase 17,000 shares of Common Stock; and 5,916 Common Stock units. (b) Zell/Chilmark, Samuel Zell, Sheli Z. Rosenberg, Rod F. Dammeyer and David M. Schulte share the power to vote and to direct the vote of and share the power to dispose or to direct the disposition of the 13,349,720 shares of Common Stock beneficially owned by Zell/Chilmark. Samstock, Arthur A. Greenberg, Sheli Z. Rosenberg and Samuel Zell share the power to vote and to direct the vote of and share the power to dispose and to direct the disposition of the 437,858 shares of Common Stock beneficially owned by Samstock. SZ2, Samuel Zell, Arthur A. Greenberg, Roger S. Baskes and Rochelle Zell share the power to vote or to direct the vote of the 60,243 shares of Common Stock beneficially owned by SZ2 (assuming the exercise of the 296,000 warrants to purchase 60,243 shares of Common Stock beneficially owned by SZ2) and share the power to dispose or to direct the disposition of the 296,000 warrants to purchase 60,243 shares of Common Stock or the 60,243 shares of Common Stock beneficially owned by SZ2 (assuming the exercise of the 296,000 warrants to purchase 60,243 shares of Common Stock). Page 12 of 47 13 The power to vote the shares of Common Stock beneficially owned by Zell/Chilmark, Samstock, SZ2 and Samuel Zell is limited under the terms of the Voting Agreements described in Item 2 above. The power to dispose of the shares of Common Stock beneficially owned by Zell/Chilmark, Samstock, SZ2 and Samuel Zell is limited under the terms of the Voting Agreements described in Item 2 above. The voting arrangements for the Common Stock reported for those persons identified above are as follows: 1) Sheli Z. Rosenberg has the sole power to vote or to direct the vote of and the sole power to dispose or to direct the disposition of the 12,829 shares of Common Stock; the 20,000 shares of Common Stock assuming the exercise of the options to purchase 20,000 shares; and the 2,176 shares of Common Stock units assuming the conversion of the 2,176 Common Stock units. 2) Samuel Zell, Rochelle Zell and Roger S. Baskes share the power to vote or to direct the vote of and share the power to dispose or to direct the disposition of the 5,000 shares of Common Stock beneficially owned by the Rochelle Zell Revocable Trust. 3) Roger S. Baskes, as the beneficiary of the RSB Properties Trust E, has no power to vote or to direct the votes of and no power to dispose or to direct the disposition of the 5,000 shares of Common Stock beneficially owned by the RSB Properties Trust E. 4) Rod F. Dammeyer has the sole power to vote or to direct the vote of and the sole power to dispose or to direct the disposition of 2,283 shares of Common Stock; the 13,000 shares of Common Stock assuming the exercise of the options to purchase 13,000 shares of Common Stock and of 5,916 shares of Common Stock assuming the conversion of 5,916 Common Stock units. (c) During the last sixty days, the Reporting Persons effected the following transactions: (i) Anda sold in open market transactions the shares of Common Stock set forth in Appendix B on the respective dates at the respective prices set forth in Appendix B. (d) and (e) Not applicable. Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer. On December 3, 1992, the Issuer entered into a time brokerage agreement with respect to radio station KAZY (FM), Denver, Colorado. On that same date, Zell/Chilmark agreed to acquire the station, subject to the time brokerage agreement, from parties not related to Zell/Chilmark or the Issuer for a purchase price of $5,500,000. This agreement by Zell/Chilmark to acquire the station (which is subject to various conditions, including approval of the FCC) was entered into in contemplation of the Restructuring and the subsequent resale of the station by Zell/Chilmark to the Issuer in exchange for shares of the Issuer's Common Stock having a value, based upon the value of $5.74 per share established at the time of the Restructuring, equal to Zell/Chilmark's cost for the station plus related acquisition expenses. Page 13 of 47 14 Under the terms of the Restructuring, if FCC Approval is reversed by the FCC or a court, the Issuer is obligated to use its best efforts (including granting registration rights at the Issuer's expense but excluding entering into a restructuring) to assist Zell/Chilmark in a sale of its shares of Common Stock under such circumstances. On or about September 16, 1997, all of the 437,858 shares of Common Stock beneficially owned by Samstock were pledged to Chase Manhattan Bank as collateral for a revolving line of credit. In connection with Mr. Zell's service as a director of the Issuer, pursuant to the Issuer's Non-Employee Directors Stock Plan and in lieu of his annual cash retainer (i) on July 1, 1997 he was awarded 1,345 stock units which were equal in value to $50,000 based upon the fair market value of an equal number of shares of the Issuer's Common Stock on the date of the grant and (ii) on July 1, 1998 he was awarded 831 stock units which were equal in value to $50,000 based upon the fair market value of an equal number of shares of the Issuer's Common Stock on the date of the grant. The stock units are convertible into shares of Common Stock at the earlier of the time Mr. Zell ceases his service on the Board of Directors of the Issuer and/or other conditions established by the director prior to the award date. Pursuant to the Issuer's 1997 Non-Employee Directors Stock Plan (i) on April 28, 1997 Mr. Zell was awarded 5,000 non-qualified stock options having an exercise price of $27.875 per share and (ii) on April 2, 1998 Mr. Zell was awarded 5,000 non-qualified stock options having an exercise price of $60.66 per share. These options vested 25% upon grant and vest 25% annually thereafter. To date, 3,750 of these options have vested. See Item 2 regarding Mr. Zell's purchase of a total of 5,539 shares of Common Stock under the Issuer's Stock Purchase Plan. On October 8, 1998, the Issuer, Clear Channel and CCU Merger Sub, entered into the Merger Agreement which provides, among other things, that CCU Merger Sub will be merged with and into the Issuer with the Issuer surviving as a wholly-owned subsidiary of Clear Channel . In connection with the Merger, each share of Common Stock will be converted into a number (the "Conversion Number") of duly authorized, validly issued and nonassessable shares of Clear Channel common Stock, par value $0.10 per share (the "Parent Common Stock"), as follows: (i) if the Average Closing Price (as defined in the Merger Agreement) is less than or equal to $42.86, the Conversion Number will be 1.4 shares of Parent Common Stock, (ii) if the Average Closing Price is greater than $42.86 and less than or equal to $44.44, the Conversion Number will be that number of shares of Parent Common Stock with a value of $60.00, when measured at the Average Closing Price, (iii) if the Average Closing Price is greater than $44.44 and less than $50.00, the Conversion Number will be 1.35 shares of Parent Common Stock; and (iv) if the Average Closing Price is greater than or equal to $50.00, the Conversion Number will be the quotient obtained by dividing (A) the sum of (x) $67.50 plus (y) the result obtained by multiplying $.675 time the excess of the Average Closing Price over $50.00 by (B) the Average Closing Price. The summary contained in this Amendment to Schedule 13D of certain provisions of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement filed as Exhibit No. 2 to the Issuer's Current Report on Form 8-K, dated October 9, 1998, and incorporated herein by reference. Also See Item 4 regarding (i) the Voting Agreements entered into between Clear Channel and each of Zell/Chilmark, Samstock, SZ2 and Samuel Zell, and (ii) the Registration Rights Agreement among Clear Channel, Zell/Chilmark, Samstock, SZ2 and Samuel Zell. Page 14 of 47 15 Item 7. Material to be Filed as Exhibits. Exhibit Number Description - -------------- ----------- Exhibit 1 Restructuring Agreement (incorporated herein by reference to Appendix A of the Issuer's Proxy Statement-Prospectus dated December 1, 1992 included in its Registration Statement on Form S-4, file No. 33-53612). Exhibit 2 Amended Agreement of Merger (incorporated herein by reference to Appendix B of the Issuer's Proxy Statement-Prospectus dated December 1, 1992 included in its Registration Statement on Form S-4, file No. 33-53612). Exhibit 3 Agreement of Understanding (incorporated herein by reference to Appendix C of the Issuer's Proxy Statement-Prospectus dated December 1, 1992 included in its Registration Statement on Form S-4, file No. 33-53612). Exhibit 4 Jacor Shareholders Agreement, dated February 12, 1996, between Citicasters and Zell/Chilmark.* Exhibit 5 Stock Purchase Agreement (incorporated herein by reference to Exhibit 1.2 of the Issuer's form 8-K dated as of May 15, 1997 and filed with the Commission on May 19, 1997). Exhibit 6 Underwriting Agreement (incorporated herein by reference to Exhibit 1.1 of the Issuer's form 8-K dated as of May 15, 1997 and filed with the Commission on May 19, 1997). Exhibit 7 Letter of Direction, dated May 20, 1997, from Equity Group Investments, Inc. to the Issuer.** Exhibit 8 Lock-Up Agreement for Samuel Zell dated May 12, 1997.** Exhibit 9 Lock-Up Agreement for Zell/Chilmark Fund, L.P. dated May 12, 1997.** Exhibit 10 Joint Filing Agreement, dated May 16, 1997, among Zell/Chilmark, Samstock, SZ2 and Anda.** Exhibit 11 Agreement and Plan of Merger dated as of October 8, 1998 among the Issuer, Clear Channel and CCU Merger Sub, Inc. (incorporated herein by reference to Exhibit 2 of the Issuer's Current Report on Form 8-K dated October 9, 1998 and filed with the Commission October 9, 1998). Exhibit 12 Form of Voting Agreement, dated as of October 8, 1998, between Clear Channel and each of Zell/Chilmark, Samstock, SZ2 and Samuel Zell. Exhibit 13 Registration Rights Agreement, dated as of October 8, 1998, among Clear Channel, Zell/Chilmark, Samstock, SZ2 and Samuel Zell. Exhibit 14 Amended and Restated Joint Filing Agreement, dated October 16, 1998, among Zell/Chilmark, Samstock, SZ2, Anda and Samuel Zell. Page 15 of 47 16 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
ZELL/CHILMARK FUND, L.P. SAMSTOCK, L.L.C. By: ZC Limited Partnership, general partner By: SZ Investments, L.L.C., its sole member By: ZC Partnership, general partner By: Zell General Partnership, Inc., its managing member By: ZC, Inc., a partner By: /s/ Samuel Zell ------------------------------ Name: Samuel Zell, President By: /s/ Samuel Zell --------------------------------- Name: Samuel Zell, President SZ2 (IGP) PARTNERSHIP ANDA PARTNERSHIP By: Ann Only Trust, a partner By: /s/ Samuel Zell By: /s/ Mark Slezak --------------------------------- --------------------------------- Name: Samuel Zell, Partner Name: Mark Slezak, Co-Trustee
/s/ Samuel Zell - ------------------------------------- SAMUEL ZELL Page 16 of 47 17
EXHIBIT INDEX ------------- Exhibit Page Number Description Number - ------ ----------- ------ 1 Restructuring Agreement (incorporated herein by reference to Appendix A of the Issuer's Proxy Statement-Prospectus dated December 1, 1992 included in its Registration Statement on Form S-4, file No. 33-53612). -- 2 Amended Agreement of Merger (incorporated herein by reference to Appendix B of the Issuer's Proxy Statement-Prospectus dated December 1, 1992 included in its Registration Statement on Form S-4, file No. 33-53612). -- 3 Agreement of Understanding incorporated herein by reference to Appendix C of the Issuer's Proxy Statement-Prospectus dated December 1, 1992 included in its Registration Statement on Form S-4, file No. 33-53612). -- 4 Jacor Shareholders Agreement, dated February 12, 1996, between Citicasters and Zell/Chilmark.* -- 5 Stock Purchase Agreement (incorporated herein by reference to Exhibit 1.2 of the Issuer's form 8-K dated as of May 15, 1997 and filed with the Commission on May 19, 1997). -- 6 Underwriting Agreement (incorporated herein by reference to Exhibit 1.1 of the Issuer's form 8-K dated as of May 15, 1997 and filed with the Commission on May 19, 1997). -- 7 Letter of Direction, dated May 20, 1997, from Equity Group Investments, Inc. to the Issuer.** -- 8 Lock-Up Agreement for Samuel Zell dated May 12, 1997.** -- 9 Lock-Up Agreement for Zell/Chilmark Fund, L.P. dated May 12, 1997.** -- 10 Joint Filing Agreement, dated May 16, 1997, among Zell/Chilmark, Samstock, SZ2 and Anda.** -- 11 Agreement and Plan of Merger dated as of October 8, 1998 among the Issuer, Clear Channel and CCU Merger Sub, Inc. (incorporated herein by reference to Exhibit 2 of the Issuer's Current Report on Form 8-K dated October 9, 1998 and filed with the Commission October 9, 1998). -- 12 Form of Voting Agreement, dated as of October 8, 1998, between Clear Channel and each of Zell/Chilmark, Samstock, SZ2 and Samuel Zell. 22
Page 17 of 47 18 13 Registration Rights Agreement, dated as of October 8, 1998, among Clear Channel, Zell/Chilmark, Samstock, SZ2 and Samuel Zell. 30 14 Amended and Restated Joint Filing Agreement, dated October 16, 1998, among Zell/Chilmark, Samstock, SZ2, Anda and Samuel Zell. 46
* Previously filed with as Exhibit No. 1 to Amendment No. 2 to this Schedule 13D which was dated February 20, 1996. *** The indicated documents were previously filed as Exhibit Nos. 2 through 5, respectively, to Amendment No. 3 to this Schedule 13D which was dated May 28, 1997. Page 18 of 47 19 APPENDIX A Information concerning Executive Officers, Directors and Major Shareholders of ZC, Inc. and CZ, Inc. All the individuals listed below are United States citizens. ZC, Inc. -------- Directors and Executive Officers --------------------------------
Name and Business Address Position with ZC, Inc., Present Principal Occupation - ------------------------- or Employment ---------------------------------------------------- Samuel Zell Sole director and President of ZC, Inc. Mr. Zell is Two N. Riverside Plaza Chairman of the Board of Equity Group Investments, Chicago, IL 60606 Inc., a privately owned Investment and management company whose address is Two N. Riverside Plaza, Chicago, IL 60606. Mr. Zell is also Chairman of the Board of the Issuer. Sheli Z. Rosenberg Vice President of ZC, Inc. Mrs. Rosenberg is Two N. Riverside Plaza President and Chief Executive Officer of Equity Group Chicago, IL 60606 Investments, Inc. Mrs. Rosenberg is also a director and Vice Chairperson of the Board of the Issuer. Equity Group Investments,Inc. is located at Two N. Riverside Plaza, Chicago, IL 60606. Arthur A. Greenberg Vice President and Treasurer of ZC, Inc. Two N. Riverside Plaza Mr. Greenberg is the principal of the accounting firm Chicago, IL 60606 of Arthur A. Greenberg, CPA; Arthur A. Greenberg, CPA is located at Two N. Riverside Plaza, Chicago, IL 60606. Rod F. Dammeyer Vice President of ZC, Inc. Mr. Dammeyer is a Two N. Riverside Plaza Managing Director of EGI Corporate Investments, a Chicago, IL 60606 division of Equity Group Investments, Inc. Mr. Dammeyer is also a director of the Issuer. Donald J. Liebentritt Vice President of ZC, Inc. Mr. Liebentritt is a Two N. Riverside Plaza principal in the law firm of Rosenberg & Liebentritt, Chicago, IL 60606 P.C. and Executive Vice and General Counsel of Equity Group Investments, Inc. Rosenberg & Liebentritt P.C. is located at Two N. Riverside Plaza, Chicago, IL 60606.
Page 19 of 47 20 MAJOR SHAREHOLDERS ------------------ Samuel Zell as trustee of the Samuel Zell Revocable Trust dated January 17, 1990 (the "SZ Trust") is the sole shareholder of ZC, Inc. Mr. Zell is also the beneficiary of the SZ Trust. CZ, INC. -------- Directors and Executive Officers --------------------------------
Name and Business Address Position with ZC, Inc., Present Principal Occupation - ------------------------- or Employment ---------------------------------------------------- David M. Schulte Sole director, President, Secretary and Treasurer of 875 N. Michigan Avenue CZ Inc. Mr. Schulte is the managing general partner Chicago, IL 60611 of Chilmark Partners, L.P. Chilmark Partners is a merchant banking firm that specializes in providing corporate and investment banking advice to companies on the restructuring of their businesses in conjunction with recapitalizations. Chilmark Partners is located at 875 N. Michigan Avenue, Chicago, IL 60611. Joel S. Friedland Vice President and Assistant Secretary of CZ Inc. 875 N. Michigan Avenue Mr. Friedland is a general partner of Chilmark Chicago, IL 60611 Partners, L.P. Matthew Rosenberg Vice President and Assistant Secretary of CZ Inc. 875 N. Michigan Avenue Mr. Rosenberg is a general partner of Chilmark Chicago, IL 60611 Partners, L.P.
MAJOR SHAREHOLDER ----------------- David M. Schulte is the sole shareholder of CZ Inc. Page 20 of 47 21 APPENDIX B ---------- SALES OF SHARES BY ANDA PARTNERSHIP
============================================================================= Trade Dollar Date Security Amount Share Price Quantity ---- -------- ------ ----------- -------- ============================================================================= 07-21-98 JACOR $ 2,277,990.17 $63.684377 35,770 - ----------------------------------------------------------------------------- 07-22-98 JACOR $ 2,050,870.13 $63.103696 32,500 - ----------------------------------------------------------------------------- 07-23-98 JACOR $ 760,755.89 $60.860471 12,500 - ----------------------------------------------------------------------------- 07-24-98 JACOR $ 299,990.00 $59.998000 5,000 - ----------------------------------------------------------------------------- 07-28-98 JACOR $ 178,869.03 $59.623010 3,000 - ----------------------------------------------------------------------------- 07-29-98 JACOR $ 299,990.00 $59.998000 5,000 - ----------------------------------------------------------------------------- 07-30-98 JACOR $ 273,490.98 $60.775773 4,500 - ----------------------------------------------------------------------------- 08-06-98 JACOR $ 1,598,384.21 $58.123062 27,500 - ----------------------------------------------------------------------------- 08-07-98 JACOR $ 594,980.16 $59.498016 10,000 - ----------------------------------------------------------------------------- 08-12-98 JACOR $ 754,974.83 $60.397986 12,500 - ----------------------------------------------------------------------------- 08-19-98 JACOR $ 746,693.85 $59.735508 12,500 - ----------------------------------------------------------------------------- 08-21-98 JACOR $ 284,990.50 $56.998100 5,000 - ----------------------------------------------------------------------------- 08-24-98 JACOR $ 1,185,586.47 $59.279324 20,000 - ----------------------------------------------------------------------------- 08-25-98 JACOR $ 1,214,959.50 $60.747975 20,000 - ----------------------------------------------------------------------------- 08-26-98 JACOR $ 302,802.40 $60.560480 5,000 - ----------------------------------------------------------------------------- 08-27-98 JACOR $ 1,494,795.17 $59.791807 25,000 - ----------------------------------------------------------------------------- -------------- ------- TOTAL $14,320,123.29 235,770 ============== ======= - -----------------------------------------------------------------------------
Page 21 of 47 EX-99.12 2 VOTING AGREEMENT 1 Exhibit 12 VOTING AGREEMENT This VOTING AGREEMENT (the "Agreement"), dated as of October 8, 1998, is entered into by and among Clear Channel Communications, Inc., a Texas corporation ("Parent"), and the other party listed on the signature page hereof (the "Stockholder"). WHEREAS, Parent, CCU Merger Sub, Inc. ("Merger Sub") and Jacor Communications, Inc. (the "Company"), have entered into an Agreement and Plan of Merger of even date herewith (the "Merger Agreement"), pursuant to which the parties thereto have agreed, upon the terms and subject to the conditions set forth therein, to merge Merger Sub with and into the Company (the "Merger"); WHEREAS, as of the date hereof, the Stockholder is the owner of the number of shares (the "Shares") of common stock, par value $0.0l per share, of the Company (the "Company Common Stock") set forth opposite such Stockholder's name on Schedule I attached hereto; and WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Parent has required that the Stockholder agree, and the Stockholder is willing to agree, to the matters set forth herein. Except as specified herein, terms defined in the Merger Agreement are used herein as defined therein. NOW, THEREFORE, in consideration of the foregoing and the agreements set forth below, the parties hereto agree as follows: 1. Voting of Shares. 1.1. Voting Agreement. The Stockholder hereby agrees to vote (or cause to be voted) all of the Shares (and any and all securities issued or issuable in respect thereof) which such Stockholder is entitled to vote (or to provide his written consent thereto), at any annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise: (i) in favor of the Merger and the approval and adoption of the terms contemplated by the Merger Agreement and any actions required in furtherance thereof; (ii) against any action or agreement that is reasonably likely to result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under this Agreement or the Merger Agreement; and (iii) except for all such actions which may be permitted to the Company under Section 5.1 of the Merger Agreement, against (A) any extraordinary corporate transaction, such as a merger, rights offering, reorganization, recapitalization or liquidation involving the Company or any of its subsidiaries other than the Merger, (B) a sale or transfer of a material amount Page 22 of 47 2 Exhibit 12 of assets of the Company or any of its material subsidiaries or the issuance of any securities of the Company or any subsidiary, (C) any change in the Board of Directors of the Company other than in connection with an annual meeting of the shareholders of the Company with respect to the slate of directors proposed by the incumbent Board of Directors of the Company (in which case they agree to vote for the slate proposed by the incumbent Board) or (D) any action that is reasonably likely to materially impede, interfere with, delay, postpone or adversely affect in any material respect the Merger and the transaction contemplated by the Merger Agreement. 2. Representations and Warranties of Stockholder. The Stockholder represents and warrants to Parent as follows in each case as of the date hereof: 2.1. Binding Agreement. The Stockholder has the capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Stockholder has duly and validly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). 2.2. No Conflict. Neither the execution and delivery of this Agreement, nor the compliance with any of the provisions hereof in each case by the Stockholder (a) require any consent, approval, authorization or permit of, registration, declaration or filing (except for filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with, or notification to, any governmental entity, (b) result in a default (or an event which, with notice or lapse of time or both, would become a default) or give rise to any right of termination by any third party, cancellation, amendment or acceleration under any material contract, agreement, instrument, commitment, arrangement or understanding, or result in the creation of a security interest, lien, charge, encumbrance, equity or claim with respect to any of the Shares, (c) require any material consent, authorization or approval of any person other than a governmental entity which has not been obtained, or (d) violate or conflict with any order, writ, injunction, decree or law applicable to the Stockholder or the Shares. 2.3. Ownership of Shares. Except as set forth in Schedule II and except as may be provided in the organizational documents, if any, of the Stockholder, the Stockholder is the record and beneficial owner of the Shares free and clear of any security interests, liens, charges, encumbrances, options or restriction on the right to vote the Shares. The Stockholder holds exclusive power to vote the Shares, subject to the limitations set forth in Section 1 of this Agreement. The Shares represent all of the shares of capital stock of the Company beneficially owned by Stockholder. 3. Representations and Warranties of Parent. Parent represents and warrants to the Stockholder as follows in each case as of the date hereof: 3.1. Binding Agreement. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Texas and has full corporate Page 23 of 47 3 Exhibit 12 power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Merger Agreement by Parent and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Parent, and except for the approval of the issuance of shares of Parent Common Stock in the Merger by holders of a majority of the outstanding shares of Parent Common Stock actually present and voting at the Parent Special Meeting, no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance of this Agreement and the Merger Agreement by Parent and the consummation of the transactions contemplated thereby. Parent has duly and validly executed this Agreement and this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). 3.2. No Conflict. Neither the execution and delivery of this Agreement, the consummation by Parent of the transactions contemplated hereby, nor the compliance by Parent with any of the provisions hereof will (a) conflict with or result in a breach of any provision of its Articles of Incorporation or By-laws, (b) require any consent, approval, authorization or permit of, registration, declaration or filing (except for filings under the Exchange Act) with, or notification to, any governmental entity, (c) result in a default (or an event which, with notice or lapse of time or both, would become a default) or give rise to any right of termination by any third party, cancellation, amendment or acceleration under any contract, agreement, instrument, commitment, arrangement or understanding, (d) require any material consent, authorization or approval of any person other than a governmental entity, or (e) violate or conflict with any order, writ, injunction, decree or law applicable to Parent. 4. Transfer and Other Restrictions. For so long as the Merger Agreement is in effect: 4.1. Certain Prohibited Transfers. The Stockholder agrees not to: (a) sell, transfer, assign (except as part of a bona fide pledge) or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment or other disposition of, the Shares or any interest contained therein (except as part of a bona fide pledge), during the period commencing 57 trading days prior to the Estimated Closing Date(a) sell, transfer, assign (except as part of a bona fide pledge) or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment or other disposition of, the Shares or any interest contained therein (except as part of a bona fide pledge), during the period commencing 57 trading days prior to the Estimated Closing Date and ending on the second trading day prior to the Estimated Closing Date (the "Restriction Period"). For purpose of this Agreement, the term "Estimated Closing Date" shall mean, a date specified in a notice delivered by Parent to the Stockholder, which date is to be determined in good faith by the General Counsel of the Parent following consultation with the General Counsel of the Company to be the date on which the Merger will be consummated, and which Estimated Closing Date shall be the later of (i) the sum of 90 calendar days plus 57 trading days from the date hereof, and (ii) the sum of 20 calendar days plus 57 trading days following the delivery of such notice. Page 24 of 47 4 Exhibit 12 (b) except as contemplated by this Agreement, grant any proxies or power of attorney or enter into a voting agreement or other arrangement with respect to the Shares, other than this Agreement; (b) except as contemplated by this Agreement, grant any proxies or power of attorney or enter into a voting agreement or other arrangement with respect to the Shares, other than this Agreement; (c) deposit the Shares into a voting trust; nor (d) during the Restriction Period, buy, sell or trade any equity security of Parent including, without limitation, entering into any put, call, option, swap, collar or any other derivative transaction which has a similar economic effect. Any date selected by the General Counsel of Parent pursuant to Section 4.1(a) as the Estimated Closing Date may be delayed to a later date by the General Counsel in like manner by notice delivered by the Parent to the Stockholder at least 20 days prior to the end of the Restriction Period, but any trading restriction resulting from such extension shall be suspended for a period of ten trading days before becoming effective. 4.2. Additional Shares. Without limiting the provisions of the Merger Agreement, in the event (i) of any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Company on, of or affecting the Shares or (ii) the Stockholder shall become the beneficial owner of any additional shares of Company Common Stock or other securities entitling the holder thereof to vote or give consent with respect to the matters set forth in Section 1 hereof, then the terms of this Agreement shall apply to the shares of capital stock or other securities of the Company held by the Stockholder immediately following the effectiveness of the events described in clause (i) or the Stockholder becoming the beneficial owner thereof, as described in clause (ii), as though they were Shares hereunder. The Stockholder hereby agrees, while this Agreement is in effect, to promptly notify Parent of the number of any new shares of Company Common Stock acquired by the Stockholder, if any, after the date hereof. 5. Specific Enforcement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with the terms hereof or were otherwise breached and that each party shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy which may be available at law or in equity. 6. Termination. Except for Sections 6 and 7 hereof, which shall survive for the period specified therein, this Agreement shall terminate on the earlier of (i) the termination of the Merger Agreement, (ii) the agreement of the parties hereto to terminate this Agreement, (iii) consummation of the Merger and (iv) the date the Stockholder ceases to own any Shares.6. Termination. Except for Sections 6 and 7 hereof, which shall survive for the period specified therein, this Agreement shall terminate on the earlier of (i) the termination of the Merger Agreement, (ii) the agreement of the parties hereto to terminate this Agreement, (iii) consummation of the Merger and (iv) the date the Stockholder ceases to own any Shares. 7. Indemnification. Parent shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, the Stockholder against any costs or expenses (including attorneys' fees as provided below), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation by the Company or any stockholder of the Company asserting any breach by the Stockholder of any Page 25 of 47 5 Exhibit 12 fiduciary duty on his part to the Company or the other stockholders of the Company by reason of the Stockholder entering into this Agreement, for a period of six years after the date hereof. In the event the Stockholder seeks indemnification from Parent for any such claim, action, suit, proceeding or investigation (whether arising before or after the termination of this Agreement), (a) Parent shall pay the fees and expenses of one counsel selected by the Stockholder and reasonably acceptable to Parent to represent Stockholder in connection therewith promptly after statements therefor are received, and (b) Parent and Merger Sub will cooperate in the defense of any such matter; provided, however, that Parent shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); provided, further, that in the event that any claim or claims for indemnification are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. 8. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given upon (a) transmitter's confirmation of a receipt of a facsimile transmission, (b) confirmed delivery by a standard overnight carrier or when delivered by hand or (c) the expiration of five business days after the day when mailed by certified or registered mail, postage prepaid, addressed at the following addresses (or at such other address for a party as shall be specified by like notice): If to Parent, to: Clear Channel Communications, Inc. 200 Concord Plaza Suite 600 San Antonio, Texas 78216 Attention: Randall Mays Facsimile No.: (210) 822-2299 with a copy to: Akin, Gump, Strauss, Hauer & Feld L.L.P. 1700 Pacific Avenue Suite 4100 Dallas, Texas 75201 Attention: Ford Lacy, P.C. Facsimile No.: (214) 969-4343 If to Stockholder, to the Stockholder at: 2 North Riverside Plaza Chicago, Illinois 60606 Facsimile No.: (312) 559-1279 Page 26 of 47 6 Exhibit 12 with a copy to: Rosenberg & Liebentritt Two North Riverside Plaza Suite 1600 Chicago, Illinois 60606 Attention: Alisa M. Singer Facsimile No.: (312) 454-0335 Page 27 of 47 7 Exhibit 12 9. Certain Events. The Stockholder agrees not to sell or transfer more than 2,600,000 Shares to any transferee that is not reasonably believed by the Stockholder to be a financial investor engaged in the business of investing in marketable securities, a bank, an insurance company, a pension fund or a person described in Rule 13d-1(b)(ii) of the Exchange Act (collectively the InstitutionalInvestors) (it being understood that a leveraged buyout fund with significant investments in the broadcast industry shall not be deemed to be an Instituional Investor) unless the Stockholder obtains the agreement of such transferee to execute an agreement containing the operative provisions of this Agreement, excluding Sections 2, 4.1(a), 4.1(d), 4.2 and 9. 10. Entire Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. 11. Consideration. This Agreement is granted in consideration of the execution and delivery of the Merger Agreement by Parent. 12. Amendment. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto. 13. Successors and Assigns. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties hereto. This Agreement will be binding upon, inure to the benefit of and be enforceable by each party and such party's respective heirs, beneficiaries, executors, representatives and permitted assigns; provided, that this Agreement shall not be binding upon any transferee of the Shares, including without limitation any Institutional Investors. 14. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 15. Governing Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Delaware (without giving effect to the provisions thereof relating to conflicts of law). 16. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable. Page 28 of 47 8 Exhibit 12 17. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 18. Shareholder Capacity. No Stockholder or designee of any Stockholder who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein in its capacity as such director or officer. Each Stockholder signs solely in its capacity as the record holder and beneficial owner of such Stockholder's Shares and nothing herein shall limit or affect any actions taken by a Stockholder any designee of any Stockholder in his or her capacity as an officer or director of the Company. IN WITNESS WHEREOF, this Agreement haw been duly executed and delivered by the Stockholder and a duly authorized officer of Parent on the day and year first written above. CLEAR CHANNEL COMMUNICATIONS, INC. By: --------------------------------- Name: Randall Mays Title: Chief Financial Officer [EACH OF ZELL/CHILMARK FUND, L.P., SAMSTOCK, SZ2 (IGP) PARTNERSHIP and SAMUEL ZELL] Page 29 of 47 EX-99.13 3 REGISTRATION RIGHTS AGREEMENT 1 Exhibit 13 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of October 8, 1998 (this "Agreement"), among Clear Channel Communications, Inc., a Texas corporation (the "Issuer"), and the Holders (as defined herein). WHEREAS, this Agreement is being entered into in connection with the closing under the Merger Agreement referred to below. NOW, THEREFORE, in consideration of the foregoing and the mutual promises, representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows: ARTICLE 1 DEFINITIONS Section 1.1 Definitions. Terms defined in the Agreement and Plan of Merger, dated as of October 8, 1998 (the "Merger Agreement"), among the Issuer, CCU Merger Sub, Inc., a Delaware corporation wholly owned by the Issuer, and Jacor Communications, Inc., a Delaware corporation (the "Company"), are used herein as defined therein. In addition, the following terms, as used herein, shall have the following respective meanings: "Commission" means the Securities and Exchange Commission or any successor governmental body or agency. "Common Stock" means the common stock, par value $.10 per share, of the Issuer. "Demand Registration" has the meaning ascribed thereto in Section 2.2(a). "Demand Request" has the meaning ascribed thereto in Section 2.2(a). "Disadvantageous Condition" has the meaning ascribed thereto in Section 2.4. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Holder" means a Person who owns Registrable Securities and is either (i) an Investor or (ii) a Person that (A) has agreed to be bound by the terms of this Agreement as if such Person were an Investor and (B) is (x) a general or limited partner or limited liability company member, as appropriate, of an Investor that has received Registrable Securities pursuant to the distribution to such Person of Registrable Securities in accordance with the agreement of limited or Page 30 of 47 2 Exhibit 13 general partnership or limited liability company agreement, as appropriate, governing the rights of such Persons, (y) an individual that has a direct or indirect equity interest in a general partner, a limited partner or a limited liability company member of an Investor and has received Registrable Securities directly or indirectly from such Investor or (z) any financial institution that has received Registrable Securities pursuant to a bona fide pledge thereof by any Holder referred to in the preceding clauses (x) or (y). "Investor" means any of the following: (i) Zell/Chilmark Fund, L.P., a Delaware limited partnership, (ii) Samstock, L.L.C., a Delaware limited liability company, (iii) SZ2 (IGP) Partnership, Illinois general partnership, and (iv) Samuel Zell. "Permitted Holder" means each of the Zell Holders' Agent (or one representative of the Zell Holders that (x) is designated by Zell Holders that hold a majority of the Registrable Securities proposed to be sold by Zell Holders in the applicable offering and (y) is reasonably acceptable to the Issuer). "Registrable Securities" means Common Stock acquired by the Holders pursuant to the Merger (and any shares of stock or other securities into which or for which such Common Stock may hereafter be changed, converted or exchanged and any other shares or securities issued to Holders of such Common Stock (or such shares of stock or other securities into which or for which such shares are so changed, converted or exchanged) upon any reclassification, share combination, share subdivision, share dividend, share exchange, merger, consolidation or similar transaction or event) or otherwise. As to any particular Registrable Securities, such Registrable Securities shall cease to be Registrable Securities as soon as (i) such Registrable Securities have been sold or otherwise disposed of pursuant to a registration statement that was filed with the Commission in accordance with this Agreement and declared effective under the Securities Act, (ii) such Registrable Securities shall have been otherwise sold, transferred or disposed of by a Holder to any Person that is not a Holder, or (iii) such Registrable Securities shall have ceased to be outstanding. "Registration Expenses" means any and all expenses incident to performance of or compliance with any registration of securities pursuant to Article 2, including, without limitation, (i) the fees, disbursements and expenses of the Issuer's counsel and accountants (including in connection with the delivery of opinions and/or comfort letters) in connection with this Agreement and the performance of the Issuer's obligations hereunder; (ii) all expenses, including filing fees, in connection with the preparation, printing and filing of one or more registration statements hereunder; (iii) the cost of printing or producing any agreements among underwriters, underwriting agreements, and blue sky or legal investment memoranda; (iv) the filing fees incident to securing any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the securities to be disposed of; (v) transfer agents' and registrars' fees and expenses in connection with such offering; (vi) all security engraving and security printing expenses; (vii) all fees and expenses payable in connection with the listing of the Registrable Securities on any securities exchange or automated interdealer quotation system on which the Common Stock is then listed; and (viii) all reasonable fees and expenses of one legal counsel for the Holders in connection with each of the Page 31 of 47 3 Exhibit 13 Required Shelf Registration and the Demand Registration, which legal counsel shall be selected by Holders owning a majority of the Registrable Securities then being registered; provided that Registration Expenses shall exclude (x) all underwriting discounts and commissions, selling or placement agent or broker fees and commissions, and transfer taxes, if any, in connection with the sale of any securities, (y) the fees and expenses of counsel for any Holder (other than pursuant to clause (viii)) and (z) all costs and expenses of the Issuer incurred as contemplated in Section 2.6(g). "Required Shelf Registration" has the meaning ascribed thereto in Section 2.1. "Rule 144" means Rule 144 (or any successor rule to similar effect) promulgated under the Securities Act. "Rule 145" means Rule 145 (or any successor rule to similar effect) promulgated under the Securities Act. "Rule 415 Offering" means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act. "Securities Act" means the Securities Act of 1933, as amended. "Selling Holder" means any Holder who sells Registrable Securities pursuant to a public offering registered hereunder. "Shelf Registration" means the registration under the Securities Act of a Rule 415 Offering. "Shelf Registration Statement" means a registration statement intended to effect a Shelf Registration. "Zell Holders' Agent" has the meaning ascribed thereto in Section 3.11. "Zell Holder" means an Investor, any Affiliate of an Investor that is a Holder, and each Person referred to in clause (x) of the definition of "Holder". Section 1.2. Internal References. Unless the context indicates otherwise, references to Articles, Sections and paragraphs shall refer to the corresponding articles, sections and paragraphs in this Agreement, and references to the parties shall mean the parties to this Agreement. Page 32 of 47 4 Exhibit 13 ARTICLE 2 REGISTRATION RIGHTS Section 2.1. Shelf Registration. If requested by a Holder or Holders holding a majority in interest of the Registrable Securities, as soon as practicable (but in any event not more than 15 days) after such request, the Issuer shall prepare and file with the Commission a Shelf Registration Statement on an appropriate form that shall include all Registrable Securities, and may include securities of the Issuer for sale for the Issuer's own account (the "Required Shelf Registration"). The Issuer shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable after such request. Notwithstanding anything else contained in this Agreement, the Issuer shall only be obligated to keep such Shelf Registration Statement effective until the earliest of: (a) (y) 12 months after the date such Shelf Registration Statement has been declared effective or (z) the date, which may not be earlier than 90 days following the date such Registration Statement has been declared effective, on which the Issuer delivers to the Holders an opinion of counsel, reasonably acceptable to the Issuer and the Zell Holders' Agent, to the effect that in the opinion of such counsel, sales by a Holder (other than a general partner of an Investor or Samuel Zell) would not be aggregated with sales by other Holders for purposes of the volume limitations of Rule 144 or 145, provided that such 12-month period or 90-day period, respectively, shall be extended by (i) the length of any period during which the Issuer delays in maintaining the Shelf Registration Statement current pursuant to Section 2.4, (ii) the length of any period (in which such Shelf Registration Statement is required to be effective hereunder) during which such Shelf Registration Statement is not maintained effective, and (iii) such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by Section 2.6(e) below is given by the Issuer to (y) the date on which the Issuer delivers to the Holders of Registrable Securities the supplement or amendment contemplated by Section 2.6(e) below; (b) such time as all Registrable Securities have been sold or disposed of thereunder or sold, transferred or otherwise disposed of to a Person that is not a Holder; and (c) such time as all securities that were Registrable Securities on the date hereof have ceased to be Registrable Securities (the earliest of (a), (b) and (c) being the "Shelf Termination Date"). The Required Shelf Registration shall not be counted as a Demand Registration for purposes of Section 2.2 of this Agreement. Section 2.2. Demand Registration. (a) Upon written notice to the Issuer from a Holder or Holders holding a majority in interest of the Registrable Securities (but no later than the Page 33 of 47 5 Exhibit 13 date that is 12 months after the Effective Time) (the "Demand Request") requesting that the Issuer effect the registration under the Securities Act of any or all of the Registrable Securities held by such requesting Holders, which notice shall specify the intended method or methods of disposition of such Registrable Securities, the Issuer shall prepare as soon as practicable and, within 15 days after such request, file with the Commission a registration statement with respect to such Registrable Securities and thereafter use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act for purposes of dispositions in accordance with the intended method or methods of disposition stated in such request within 30 days after the filing of such registration statement. Notwithstanding any other provision of this Agreement to the contrary: (i) the Holders may collectively exercise their rights to request registration under this Section 2.2(a) on not more than one occasion (such registration being referred to herein as the "Demand Registration"); (ii) the method of disposition requested by Holders in connection with any Demand Registration may not, without the Issuer's written consent, be a Rule 415 Offering; and (iii) the Issuer shall not be required to effect the Demand Registration hereunder if all securities that were Registrable Securities on the date hereof have ceased to be Registrable Securities. (b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration requested by Holders pursuant to this Section 2.2 shall not be deemed to have been effected, and, therefore, not requested and the rights of each Holder shall be deemed not to have been exercised for purposes of paragraph (a) above, (i) if such Demand Registration has not become effective under the Securities Act or (ii) if such Demand Registration, after it became effective under the Securities Act, was not maintained effective under the Securities Act (other than as a result of any stop order, injunction or other order or requirement of the Commission or other government agency or court solely on the account of a material misrepresentation or omission of a Holder) for at least 30 days (or such shorter period ending when all the Registrable Securities covered thereby have been disposed of pursuant thereto) and, as a result thereof, the Registrable Securities requested to be registered cannot be distributed in accordance with the plan of distribution set forth in the related registration statement. So long as a Demand Request is made by the Holders within the 12-month period referred to in Section 2.2(a), the Holders shall not lose their right to their Demand Registration under Section 2.2 if the Demand Registration related to such Demand Request is delayed or not effected in the circumstances set forth in this clause (b). (c) The Issuer shall have the right to cause the registration of additional equity securities for sale for the account of the Issuer, but not for the account of any other person, in the registration of Registrable Securities requested by the Holders pursuant to Section 2.2(a) above, provided that if such Holders are advised in writing (with a copy to the Issuer) by the lead or managing underwriter referred to in Section 2.3(b) that, in such underwriter's good faith view, all Page 34 of 47 6 Exhibit 13 or a part of such Registrable Securities and additional equity securities cannot be sold and the inclusion of such Registrable Securities and additional equity securities in such registration would be likely to have an adverse effect on the price, timing or distribution of the offering and sale of the Registrable Securities and additional equity securities then contemplated, then the number of securities that can, in the good faith view of such underwriter, be sold in such offering without so adversely affecting such offering shall be allocated pro rata among the requesting Holders and the Issuer on the basis of the relative number requested to be included therein by the Issuer and each such Holder; provided that in the event such a pro rata allocation shall be made in connection with the Demand Request, the remaining Holders shall be entitled to request one additional Demand Registration (without needing to make a Demand Request therefor within the 12-month period referred to in Section 2.2(a)); provided further that in connection with such additional Demand Registration, if any, the Issuer may not include additional securities therein for its own account if such inclusion would result in any reduction in the Registrable Securities proposed to be sold therein by the Holders. The Holders of the Registrable Securities to be offered pursuant to paragraph (a) above may require that any such additional equity securities be included by the Issuer in the offering proposed by such Holders on the same conditions as the Registrable Securities that are included therein. (d) Within 7 days after delivery of a Demand Request by a Holder, the Issuer shall provide a written notice to each Holder (provided that, if so requested by the Issuer after appropriate notice to the Zell Holders' Agent by the Issuer, the Zell Holders' Agent shall provide written notice to each Zell Holder), advising such Holder of its right to include any or all of the Registrable Securities held by such Holder for sale pursuant to the Demand Registration and advising such Holder of procedures to enable such Holder to elect to so include Registrable Securities for sale in the Demand Registration. Any Holder may, within 7 days of delivery to such Holder of a notice pursuant to this Section 2.2(d), elect to so include Registrable Securities in the Demand Registration by written notice to such effect to the Issuer specifying the number of Registrable Securities desired to be so included by such Holder. Section 2.3. Other Matters In Connection With Registrations. (a) Each Zell Holder shall keep the Zell Holders' Agent informed promptly (x) of the name, address and other contact information of such Zell Holder, (y) of the number of Registrable Securities held from time-to-time by such Zell Holder, and (z) of each sale, transfer or other disposition of Registrable Securities (including the number of shares sold) by each such Zell Holder. The Zell Holders' Agent shall use its reasonable best efforts to keep the Issuer informed promptly (x) of the name, address and other contact information of each Zell Holder, (y) of the number of Registrable Securities held from time-to-time by each such Zell Holder and (z) of each sale, transfer or other disposition of Registrable Securities (including the number of shares sold) by each such Zell Holder. (b) In the event that any public offering pursuant to this Agreement shall involve, in whole or in part, an underwritten offering, the Issuer shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten offering who Page 35 of 47 7 Exhibit 13 shall be reasonably acceptable to Holders owning a majority of the Registrable Securities proposed to be sold therein. Section 2.4. Certain Delay Rights. Notwithstanding any other provision of this Agreement to the contrary, if at any time while the Required Shelf Registration is effective the Issuer provides written notice to each Holder (whether by notice directly to such Holder or, in the case of the Zell Holders, through the Zell Holders' Agent) that in the Issuer's good faith and reasonable judgment it would be materially disadvantageous to the Issuer (because the sale of Registrable Securities covered by such registration statement or the disclosure of information therein or in any related prospectus or prospectus supplement would materially interfere with any acquisition, financing or other material event or transaction in connection with which a registration of securities under the Securities Act for the account of the Issuer is then intended or the public disclosure of which at the time would be materially prejudicial to the Issuer (a "Disadvantageous Condition") for sales of Registrable Securities thereunder to then be permitted, and setting forth the general reasons for such judgment, the Issuer may refrain from maintaining current the prospectus contained in the Shelf Registration Statement until such Disadvantageous Condition no longer exists (notice of which the Issuer shall promptly deliver to each Holder (directly or, in the case of the Zell Holders, through the Zell Holders' Agent)). Furthermore, notwithstanding anything else contained in this Agreement, with respect to any registration statement filed, or to be filed, pursuant to Section 2.2, if the Issuer provides written notice to each Holder (whether by notice directly to such Holder or, in the case of the Zell Holders, through the Zell Holders' Agent) that in the Issuer's good faith and reasonable judgment it would be materially disadvantageous to the Issuer (because of a Disadvantageous Condition) for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, the Issuer shall be entitled to cause such registration statement to be withdrawn or the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which the Issuer shall promptly deliver to each Holder (directly or, in the case of the Zell Holders, through the Zell Holders' Agent)). With respect to each Holder, upon the receipt by such Holder of any such notice of a Disadvantageous Condition (directly from the Issuer or, in the case of the Zell Holders, through the Zell Holders' Agent) (i) in connection with the Required Shelf Registration, such Holder shall forthwith discontinue use of the prospectus and any prospectus supplement under such registration statement and shall suspend sales of Registrable Securities until such Disadvantageous Condition no longer exists and (ii) in connection with the Required Shelf Registration or the Demand Registration, as applicable, if so directed by the Issuer by notice as aforesaid, such Holder will deliver to the Issuer all copies, other than permanent filed copies then in such Holder's possession, of the prospectus and prospectus supplements then covering such Registrable Securities at the time of receipt of such notice as aforesaid. Notwithstanding anything else contained in this Agreement, (x) neither the filing nor the effectiveness of any registration statement under Section 2.2 may be delayed for more than a total of 60 days pursuant to this Section 2.4 and (y) the maintaining current of a prospectus (and the suspension of sales of Registrable Securities) in connection with the Required Shelf Registration may not be delayed under this Section 2.4 for more than a total of 60 days in any six-month period. Page 36 of 47 8 Exhibit 13 Section 2.5. Expenses. Except as provided herein, the Issuer shall pay all Registration Expenses with respect to each registration hereunder. Notwithstanding the foregoing, (i) each Holder and the Issuer shall be responsible for its own internal administrative and similar costs, which shall not constitute Registration Expenses, (ii) each Holder shall be responsible for the legal fees and expenses of its own counsel (except as provided in clause (viii) of the definition of Registration Expenses), (iii) each Holder shall be responsible for all underwriting discounts and commissions, selling or placement agent or broker fees and commissions, and transfer taxes, if any, in connection with the sale of securities by such Holder, and (iv) the Holders shall be jointly and severally responsible for all out-of-pocket costs and expenses of the Issuer and its officers and employees incurred in connection with providing the assistance and/or attending analyst or investor presentations or any "road show" undertaken in connection with the registration and/or marketing of any Registrable Securities as contemplated in Section 2.6(g). Section 2.6. Registration and Qualification. If and whenever the Issuer is required to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 2.1 or 2.2, the Issuer shall as promptly as practicable (but subject to the provisions of Sections 2.1 and 2.2): (a) prepare, file and cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered in accordance with the intended method of disposition thereof; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities (i) in the case of the Required Shelf Registration, until the Shelf Termination Date and (ii) in the case of the Demand Registration, until the earlier of (A) such time as all Registrable Securities proposed to be sold therein have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (B) the expiration of 30 days after such registration statement becomes effective, provided, that such 30-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (e) below is given by the Issuer to (y) the date on which the Issuer delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (e) below; (c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus), in conformity with the requirements of the Securities Act, and such documents incorporated by reference in such registration statement or prospectus, as the Holders of Registrable Securities or such underwriter may reasonably request; Page 37 of 47 9 Exhibit 13 (d) furnish to any underwriter of such Registrable Securities an opinion of counsel for the Issuer and a "cold comfort" letter signed by the independent public accountants who have audited the financial statements of the Issuer included in the applicable registration statement, in each such case covering substantially such matters with respect to such registration statement (and the prospectus included therein) and the related offering as are customarily covered in opinions of issuer's counsel with respect thereto and in accountants' letters delivered to underwriters in underwritten public offerings of securities and such other matters as such underwriters may reasonably request; (e) promptly notifying the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to Section 2.1 or 2.2 is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the Commission or any other regulatory body or other body having jurisdiction for any amendment or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; (f) use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated interdealer quotation system on which the Common Stock is then listed; (g) use reasonable efforts to assist the Holders in the marketing of Common Stock in connection with up to two underwritten offerings hereunder (including, to the extent reasonably consistent with work commitments, using reasonable efforts to have officers of the Issuer attend "road shows" and analyst or investor presentations scheduled in connection with such registration), with all out-of-pocket costs and expenses incurred by the Issuer or such officers in connection with such attendance or assistance to be paid by the Holders as provided in Section 2.5; and (h) furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a registration effected pursuant to Section 2.1 or 2.2 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters. Section 2.7. Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Page 38 of 47 10 Exhibit 13 Article 2, the Issuer shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by the Issuer and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.8, and agreements as to the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 2.6(d). Such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.8. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 2, the Issuer shall give the Permitted Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants (the identity and number of whom shall be reasonably acceptable to the Issuer), such reasonable and customary access to its books, records and properties and such opportunities to discuss the business and affairs of the Issuer with its officers and the independent public accounts who have certified the financial statements of the Issuer as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided that the foregoing shall not require the Issuer to provide access to (or copies of) any competitively sensitive information relating to the Issuer or its subsidiaries or their respective business; provided further that (i) each Holder and the underwriters and their respective counsel and accountants shall have entered into a confidentiality agreement reasonably acceptable to the Issuer and (ii) the Permitted Holders and the underwriters and their respective counsel and accountants shall use their reasonable best efforts to minimize the disruption to the Issuer's business and coordinate any such investigation of the books, records and properties of the Issuer and any such discussions with the Issuer's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time. Section 2.8. Indemnification and Contribution. (a) The Issuer agrees to indemnify and hold harmless each Selling Holder and each Person, if any, who controls such Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) insofar as such losses, claims, damages or liabilities are caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any amendment thereof, any preliminary prospectus or prospectus (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) relating to the Registrable Securities, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished to the Issuer in writing by Page 39 of 47 11 Exhibit 13 such Selling Holder expressly for use therein. The Issuer also agrees to indemnify any underwriter of the Registrable Securities so offered and each Person, if any, who controls such underwriter on substantially the same basis as that of the indemnification by the Issuer of the Selling Holders provided in this Section 2.8(a). (b) Each Selling Holder agrees to indemnify and hold harmless the Issuer, its directors, the officers who sign the registration statement and each Person, if any who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all loses, claims, damages, liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) insofar as such losses, claims, damages or liabilities are caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any amendment thereof, any preliminary prospectus or prospectus (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) relating to the Registrable Securities, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information furnished in writing by such Selling Holder (or any representative thereof) expressly for use in a registration statement, any preliminary prospectus, prospectus or any amendments or supplements thereto. Each Selling Holder also agrees to indemnify any underwriter of the Registrable Securities so offered and each Person, if any, who controls such underwriter on substantially the same basis as that of the indemnification by such Selling Holder of the Issuer provided in this Section 2.8(b). (c) Each party indemnified under paragraph (a) or (b) above shall, promptly after receipt of notice of a claim or action against such indemnified party in respect of which indemnity may be sought hereunder, notify the indemnifying party in writing of the claim or action; provided that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) above except to the extent that the indemnifying party was actually prejudiced by such failure, and in no event shall such failure relieve the indemnifying party from any other liability that it may have to such indemnified party. If any such claim or action shall be brought against an indemnified party, and it shall have notified the indemnifying party thereof, unless based on the written advice of counsel to such indemnified party a conflict of interest between such indemnified party and indemnifying parties may exist in respect of such claim, the indemnifying party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 2.8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof. Any indemnifying party against whom indemnity may be sought under this Section 2.8 shall not be liable to indemnify an indemnified party if such indemnified party settles such claim or action without the consent of the indemnifying party. The indemnifying party may not agree to any settlement of any such claim or action, other than solely for monetary damages for which the Page 40 of 47 12 Exhibit 13 indemnifying party shall be responsible hereunder, the result of which any remedy or relief shall be applied to or against the indemnified party, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. In any action hereunder as to which the indemnifying party has assumed the defense thereof, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but the indemnifying party shall not be obligated hereunder to reimburse the indemnified party for the costs thereof. (d) If the indemnification provided for in this Section 2.8 shall for any reason be unavailable (other than in accordance with its terms) to an indemnified party in respect of any loss, liability, cost, claim or damage referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, cost, claim or damage (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuer on the one hand and the Selling Holders on the other hand from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Issuer on the one hand and the Selling Holders on the other hand in connection with the offering of the Registrable Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Registrable Securities (before deducting expenses) received by the Issuer and the Selling Holders, respectively, bear to the aggregate public offering price of the Registrable Securities. The relative fault of the Issuer on the one hand and the Selling Holders on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer or a Selling Holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by an indemnified party as a result of the loss, cost, claim, damage or liability, or action in respect thereof, referred to above in this paragraph (d) shall be deemed to include, for purposes of this paragraph (d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. The Issuer and the Selling Holders agree that it would not be just and equitable if contribution pursuant to this Section 2.8 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this paragraph. Notwithstanding any other provision of this Section 2.8, no Selling Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such Selling Holder were offered to the public exceeds the amount of any damages which such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Page 41 of 47 13 Exhibit 13 (e) The obligations of the parties under this Section 2.8 shall be in addition to any liability which any party may otherwise have to any other party. Section 2.9. Holdback Agreement. If the Demand Registration pursuant to this Article 2 shall be in connection with an underwritten public offering of Registrable Securities, each Selling Holder agrees not to effect any sale or distribution, including any sale under Rule 144, of any equity security of the Issuer (otherwise than through the registered public offering then being made), within 7 days prior to or 90 days (or such lesser period as the lead or managing underwriters may permit) after the effective date of the applicable registration statement. ARTICLE 3 MISCELLANEOUS Section 3.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. Section 3.2. Assignment. No party may assign any of its rights or obligations hereunder by operation of law or otherwise without the prior written consent of the other parties. Section 3.3. Amendments, Waivers, Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the Issuer and Holders representing a majority of the Registrable Securities then held by all Holders. Section 3.4. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if given) by hand delivery or telecopy, or by any courier service, such as Federal Express, providing proof of delivery. All communications hereunder shall be delivered to the respective parties at the address or telecopy number set forth on the signature pages hereto (unless such contact information in the case of the Holders is updated pursuant to Section 2.3(a) or by written notice from the affected Holder to the Issuer). Section 3.5. Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such Page 42 of 47 14 Exhibit 13 jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. Section 3.6. No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. Section 3.7. No Third Party Beneficiaries. This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any Person who or which is not a party hereto; provided, that, this Agreement is also intended to be for the benefit of and is enforceable by each Holder. Section 3.8. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. Section 3.9. Jurisdiction. Each party hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any state court sitting in the City of New York, Borough of Manhattan in any action, suit or proceeding arising in connection with this Agreement, and agrees that any such action, suit or proceeding shall be brought only in such courts (and waives any objection based on forum non convenience or any other objection to venue therein); provided, however, that such consent to jurisdiction is solely for the purpose referred to in this Section 3.9 and shall not be deemed to be a general submission to the jurisdiction of said courts or in the State of New York other than for such purposes. Each party hereto hereby waives any right to a trial by jury in connection with any such action, suit or proceeding. Section 3.10. Descriptive Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. Section 3.11. Holders' Agent. Each Zell Holder hereby appoints Zell/Chilmark Fund, L.P. as its agent and attorney-in-fact (the "Zell Holders' Agent") for purposes of the delivery and receipt of all notices and requests pursuant to this Agreement. The Issuer may give notice to any Zell Holder hereunder by giving such notice directly to such Holder. Alternatively, the Issuer may request that the Zell Holders' Agent deliver to each Zell Holder any notice given by the Issuer hereunder, in which event the Zell Holders' Agent will promptly so give such notice to each Zell Holder. Prompt delivery by the Zell Holders' Agent to the Zell Holders will be deemed satisfied if delivery is made to the Zell Holders, in accordance with Section 3.4, not later than the third business day after actual receipt of the applicable notice or document by the Zell Holders' Agent Page 43 of 47 15 Exhibit 13 from the Issuer. Notwithstanding anything else contained herein, the Zell Holders' Agent will not be liable or responsible to any Person should any Zell Holder fail to act in accordance with any notice so given to such Zell Holder hereunder. Section 3.12. Counterparts. This Agreement may be executed in counterpart, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement. Page 44 of 47 16 Exhibit 13 IN WITNESS WHEREOF, the Issuer and the Holders have caused this Agreement to be duly executed as of the day and year first above written. CLEAR CHANNEL COMMUNICATIONS, INC. By: --------------------------------- Name: Address: 200 Concord Plaza Suite 600 San Antonio, TX 78216 Facsimile No.: (210) 822-2299 HOLDERS: - -------- ZELL/CHILMARK FUND, L.P. SAMSTOCK, L.L.C. By: ZC Limited Partnership, By: SZ Investments, L.L.C., its sole general partner member By: ZC Partnership, general partner By: Zell General Partnership, Inc., a member By: ZC Inc., a partner By: By: -------------------------------- --------------------------------- Name: Sheli Z. Rosenberg Name: Sheli Z. Rosenberg Address: 2 North Riverside Plaza Address: 2 North Riverside Plaza Chicago, Illinois 60606 Chicago, Illinois 60606 Facsimile No.: (312) 454-0531 Facsimile No.: (312) 207-5243 SZ2 (IGP) PARTNERSHIP By: -------------------------------- ------------------------------------ Name: Sheli Z. Rosenberg SAMUEL ZELL Address: 2 North Riverside Plaza Address: 2 North Riverside Plaza Chicago, Illinois 60606 Chicago, Illinois 60606 Facsimile No.: (312) 454-0531 Facsimile No.: (312) 207-5243 Page 45 of 47 EX-99.14 4 AMENDED & RESTATED JOINT FILING AGREEMENT 1 Exhibit 14 AMENDED AND RESTATED JOINT FILING AGREEMENT AGREEMENT dated as of May 16, 1997 and amended and restated in its entirety as of October 16, 1998, among Zell/Chilmark Fund, L.P.; Samstock, L.L.C.; SZ2 (IGP) Partnership; Anda Partnership and Samuel Zell (collectively the "Reporting Persons"). WHEREAS, the Reporting Persons beneficially own shares of Common Stock, no par value of Jacor Communications, Inc. WHEREAS, the parties hereto may be deemed to constitute a "group" for purposes of section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"); and WHEREAS, each of the parties hereto desire by this Agreement to provide for the joint filing of a Schedule 13D, and all amendments thereto, with the Securities and Exchange Commission. NOWTHEREFORE, the parties hereto agree as follows: 1. Except as provided in paragraph 2 below: a. The parties hereto will join in the preparation and filing of a single statement containing the information required by Schedule 13D, and all amendments thereto, and the Schedule 13D and all such amendments will be filed on behalf of each party hereto; b. Each party hereto will be responsible for the timely filing of the Schedule 13D, and all amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein. No party hereto will be responsible for the completeness or accuracy of the information concerning any other party contained in the Schedule 13D or any amendment thereto, except to the extent such party knows or has reason to believe that such information is inaccurate. c. Sheli Z. Rosenberg will be designated as the person authorized to receive notices and communication with respect to the Schedule 13D and all amendments thereto. 2. Anda Partnership will no longer join in the preparation or filing of a single Schedule 13D statement after Amendment No. 4 to the Schedule 13D dated April 23, 1993, has been prepared and filed and Anda Partnership will no longer be considered a party to this Amended and Restated Joint Filing Agreement for any Amendments to such Schedule 13D filed subsequent to such Amendment No. 4. Page 46 of 47 2 Exhibit 14 3. This Agreement may be executed in counterparts, all of which when taken together with constitute one and the same instrument. ZELL/CHILMARK FUND, L.P. SZ2 (IGP) PARTNERSHIP By: ZC Limited Partnership general partner By: ZC Partnership, general partner By: ZC, Inc., a partner By: /s/ Samuel Zell By: /s/ Samuel Zell ----------------------------- ---------------------------- Samuel Zell, President Samuel Zell SAMSTOCK, L.L.C. ANDA PARTNERSHIP By: SZ Investments, L.L.C., its By: Ann Only Trust, a partner sole member By: Zell General Partnership, Inc. the managing member By: /s/ Samuel Zell By: /s/ Mark Slezak ----------------------------- ---------------------------- Samuel Zell, President Mark Slezak, Co-Trustee /s/ Samuel Zell - ---------------------------------- SAMUEL ZELL Page 47 of 47 -----END PRIVACY-ENHANCED MESSAGE-----