-----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, C9mOmk2yHeb05MVMlyhzo2mGRNEoPl5gNEK9VXwUHJwqOUk0kENTfMBD74RQJ6fW gZkH0msDWtseyGBtHFaN3g== 0000950137-96-000102.txt : 19960221 0000950137-96-000102.hdr.sgml : 19960221 ACCESSION NUMBER: 0000950137-96-000102 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960220 SROS: NONE 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: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34899 FILM NUMBER: 96523286 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 E FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 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 SCHEDULE 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* -- JACOR COMMUNICATIONS, INC. ----------------------------------------------------------- (NAME OF ISSUER) COMMON STOCK ----------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 469858 41 0 ----------------------------------------------------------- (CUSIP NUMBER) SHELI Z. ROSENBERG, TWO N. RIVERSIDE PLAZA, CHGO., IL 60606 (312) 466-3990 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) February 12, 1996 ----------------------------------------------------------- (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 / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). 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. *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 ("Act") 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). PAGE 1 OF 9 2 ONLY THOSE ITEMS AMENDED ARE REPORTED HEREIN. CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE SAME MEANING AS THEY HAVE IN THE SCHEDULE 13D. Item 4. Purpose of Transaction The information set forth in Item 6. below is incorporated herein by reference. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. On February 12, 1996, the Issuer, JCAC, Inc., a Florida Corporation ("Acquisition") and a wholly owned subsidiary of the Issuer, and Citicasters, Inc., a Florida Corporation ("Citicasters"), entered into an Agreement and Plan of Merger ("Merger Agreement") which provides, among other things, that Acquisition will be merged with and into Citicasters such that each share of Class A Common Stock of Citicasters will be converted into the right to receive the merger consideration. The merger consideration is (i) $29.50 in cash, plus, in the event that the consummation of the merger under the Merger Agreement does not occur prior to October 1, 1996, for each full calendar month ending prior to the merger, commencing with October 1996, an additional amount of $.22125 in cash; plus (ii) a warrant of the Issuer to acquire a fractional share of Common Stock ("Merger Consideration"). As an inducement for Citicasters to enter into the Merger Agreement, Zell/Chilmark agreed to enter into the Jacor Shareholders Agreement with Citicasters ("Shareholders Agreement"). Pursuant to the Shareholders Agreement, Zell/Chilmark has granted Citicasters an irrevocable proxy to vote all of Zell/Chilmark's Common Stock of the Issuer at any meeting of stockholders of the Issuer in favor of any proposal to approve for issuance shares of Common Stock or warrants to purchase Common Stock, in each case, in an amount necessary for the payment of the Merger Consideration, and if required, the adoption of the Merger Agreement and the approval of the merger. Additionally, Zell/Chilmark has agreed to vote or cause to be voted all of Zell/Chilmark's Common Stock of the Issuer in favor of any proposal to approve for issuance shares of Common Stock and warrants to purchase Common Stock, in each case, in an amount necessary for the payment of the Merger Consideration. The summary contained in this Amendment to Schedule 13D of certain provisions of the Shareholders Agreement is qualified in its entirety by reference to the Shareholders Agreement attached as Exhibit 1 hereto and incorporated herein by reference. Item 7. Material to be Filed as Exhibits Exhibit 1 Shareholders Agreement dated February 13, 1996 between Citicasters and Zell/Chilmark. PAGE 2 OF 9 3 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the statement is true, complete and correct. Zell/Chilmark Fund, L.P. By: ZC Limited Partnership, general partner By: ZC Partnership, general partner DATED: FEBRUARY 20, 1996 By: ZC, Inc., a partner By: /s/ Sheli Z. Rosenberg ------------------ Sheli Z. Rosenberg Vice President PAGE 3 OF 9 4 EXHIBIT INDEX
EXHIBIT PAGE NUMBER DESCRIPTION NUMBER - ------ ----------- ------ * Restructuring Agreement * * Amended Agreement of Merger * * Agreement of Understanding * 1 Jacor Shareholders Agreement 5
* Incorporated herein by reference to Appendix A, B and C, respectively, of the Issuer's Proxy Statement-Prospectus dated December 1, 1992 included in its Registration Statement on Form S-4, File No. 33-53612. PAGE 4 OF 9 EX-1 2 JACOR SHAREHOLDERS AGREEMENT 1 EXHIBIT 1 JACOR SHAREHOLDERS AGREEMENT THIS SHAREHOLDERS AGREEMENT, dated as of February 12th, 1996, is among Citicasters Inc., a Florida corporation ("Citicasters"), and the Zell/Chilmark Fund L.P., a Delaware limited partnership ("ZCF"). WHEREAS, Jacor Communications, Inc., an Ohio corporation (the "Company"), JCAC, Inc., a Florida corporation ("Acquisition") and Citicasters are, concurrently with the execution of this Agreement, entering into an Agreement and Plan of Merger (the "Merger Agreement"), which provides, among other things, upon the terms and subject to the conditions thereof, that Acquisition will be merged with and into Citicasters in accordance with the Florida Business Corporation Act (the "Merger") such that each share of Class A Common Stock, par value $.01 per share, of Citicasters (the "Shares") issued and outstanding immediately prior to the effective time of the Merger (other than Shares owned by Citicasters, the Company, Acquisition or any direct or indirect subsidiary of Citicasters, the Company or Acquisition, and any Shares held in the treasury of the Company) will be converted into the right to receive the Merger Consideration (as defined in the Merger Agreement); WHEREAS, ZCF owns in excess of 69.0% of the outstanding shares (the "ZCF Shares") of the Company's common stock, without par value ("Common Stock"); and WHEREAS, in order to induce Citicasters to enter into the Merger Agreement, ZCF has agreed to enter into this Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, ZCF and Citicasters hereby agree as follows. Section 1. Representations and Warranties of ZCF. ZCF represents and warrants to Citicasters as follows: (a) ZCF is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) ZCF has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by ZCF and no other PAGE 5 OF 9 2 proceedings on the part of ZCF are necessary to authorize this Agreement or to consummate the transactions so contemplated. (d) This Agreement has been duly and validly executed and delivered by ZCF and constitutes a legal, valid and binding agreement of ZCF enforceable against ZCF in accordance with its terms, except that the enforceability hereof may be subject to applicable bankruptcy, insolvency or other similar laws now or hereinafter in effect, affecting creditors' rights generally. (e) For so long as this Agreement is in effect, ZCF hereby grants Citicasters an irrevocable proxy and irrevocably appoints Citicasters or its designees, with full power of substitution, its attorney and proxy to vote all the ZCF Shares, and any shares of Common Stock hereafter acquired by ZCF, at any meeting of the shareholders of the Company, however called, in favor of any proposal to approve for issuance shares of Common Stock and warrants to purchase shares of Common Stock, in each case, in an amount necessary for the payment of the Merger Consideration pursuant to the Merger Agreement, and if required, the adoption of the Merger Agreement and the approval of the Merger. This Agreement does not grant to Citicasters or its designees any right to vote on any other matters which may be presented to the Company's shareholders at such meeting. The proxy granted hereby shall be deemed to be a proxy coupled with an interest for purposes of Section 1701.48(D) of the Ohio Revised Code. (f) For so long as this Agreement is in effect, in any meeting of the stockholders of the Company, however called, ZCF shall vote or cause to be voted all of the ZCF Shares, and any shares of Common Stock hereafter acquired by ZCF, in favor of any proposal to approve for issuance shares of Common Stock and warrants to purchase shares of Common Stock, in each case, in an amount necessary for the payment of the Merger Consideration pursuant to the Merger Agreement. (g) As of the date of this Agreement, ZCF is the beneficial owner of at least 69.0% of the outstanding shares of Common Stock. Section 2. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. Section 3. Expenses. Each party shall bear its own expenses and costs in connection with this Agreement and the transactions contemplated hereby. PAGE 6 OF 9 3 Section 4. Amendment; Assignment. 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. No party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party. Section 5. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and its successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. Section 6. 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 given upon receipt) by delivery in person, by facsimile or by registered or certified mail (postage prepaid, return receipt requested), to the other party as follows: (a) If to ZCF, to: David J. Rosen Zell/Chilmark Fund L.P. Two North Riverside Plaza Suite 1900 Chicago, Illinois 60606 Facsimile: (312) 902-1573 with a copy to: Thomas W. Kahle, Esq. Graydon, Head & Ritchey 1900 Fifth Third Center 511 Walnut Street Cincinnati, Ohio 45202 Facsimile: (513) 651-3836 and Scott J. Davis, Esq. Mayer, Brown & Platt 190 South LaSalle Street Chicago, Illinois 60603 Facsimile: (312) 701-7711 PAGE 7 OF 9 4 (b) If to Citicasters, to: Samuel J. Simon, Esq. Citicasters Inc. Suite 600 One East Fourth Street Cincinnati, Ohio 45202 Facsimile: (513) 562-8075 with a copy to: James C. Kennedy, Esq. American Financial Group, Inc. One East Fourth Street Suite 919 Cincinnati, Ohio 45202 Facsimile: (513) 579-2113 or to such other address as the person to whom notice is given may have previously furnished to the other in writing in the manner set forth above. Section 7. Reasonable Best Efforts. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. Section 8. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Ohio, without regard to the principles of conflicts of law thereof. Section 9. Termination. This Agreement shall terminate upon the earlier to occur of the consummation of the Merger or the termination of the Merger Agreement without the consummation of the Merger. No such termination shall relieve any party from liability for any breach of this Agreement. Section 10. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity and enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or entity or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid and unenforceable provision and (b) the PAGE 8 OF 9 5 remainder of this Agreement and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. Section 11. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Section 12. Descriptive Headings. The descriptive headings 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 13. 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 shall constitute one and the same agreement. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its representatives thereunto duly authorized, all as of the day and year first above written. Zell/Chilmark Fund L.P. By: Z/C, Inc. By: Sheli Z. Rosenberg ------------------------ Name: Title: Vice President Citicasters Inc. By: James C. Kennedy ------------------------ Name: Title: PAGE 9 OF 9 -----END PRIVACY-ENHANCED MESSAGE-----