FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-12404 JACOR COMMUNICATIONS, INC. A Delaware Corporation Employer Identification No. 31-0978313 Commission File No. 1-8283 CITICASTERS INC. (Successor by merger to JCAC, Inc.) A Florida Corporation Employer Identification No. 59-2054850 1300 PNC Center 201 East Fifth Street Cincinnati, Ohio 45202 Telephone (513) 621-1300 Indicate by check mark whether the Registrant, Jacor Communications, Inc., (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days. Yes X No Indicate by check mark whether the Co-Registrant, Citicasters Inc. (the successor by merger to JCAC, Inc.), (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Co-Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days. Yes X No Indicate by check mark whether the Co-Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes X No At November 1, 1996, 31,254,338 shares of the Registrant's common stock were outstanding. At November 1, 1996, 100 shares of the Co-Registrant's common stock were outstanding, all of which shares are owned by the Registrant. JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES (the "Company") INDEX Page Number PART I. Financial Information Item 1. - Financial Statements Condensed Consolidated Balance Sheets as of September 30, 1996 and December 31, 1995 3 Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 1996 and 1995 4 Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 1996 and 1995 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations 14 PART II. Other Information Item 4. - Submission of Matters to Vote of Security Holders 20.1 Item 5. - Other Information 21 Item 6. - Exhibits and Reports on Form 8-K 38 Signatures 40 JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION Item 4. Submission of Matters to Vote of Security Holders The Jacor Communications, Inc. Annual Meeting of Shareholders was held on July 23, 1996. At such meeting the shareholders were asked to vote upon (1) a proposal to reincorporate Jacor Communications, Inc. as a Delaware corporation and (2) a proposal to issue Common Stock Purchase Warrants, and the underlying shares of Common Stock upon exercise of such warrants, to shareholders of Citicasters Inc. in connection with the Citicasters Merger. The specific matters voted upon and the results of the voting were as follows: (1) The proposal to approve the merger of Jacor Communications, Inc. ("Jacor") with and into New Jacor, Inc., a Delaware corporation ("New Jacor") and wholly-owned subsidiary of Jacor. The purpose of the proposed merger is to reincorporate Jacor under the laws of the State of Delaware: Shares Voted "FOR" 15,928,195 (86.4%) Shares Voted "AGAINST" 88,761 Shares "ABSTAINING" 5,402 (2) The proposal to approve the issuance by Jacor, and any successor corporation thereto, of common stock purchase warrants (the "Jacor Warrants") to acquire 4,400,000 shares of Jacor common stock and the issuance of the shares of Jacor common stock issuable upon the exercise of any such Jacor Warrants: Shares Voted "FOR" 15,723,241 (85.3%) Shares Voted "AGAINST" 246,713 Shares "ABSTAINING" 5,738 Each proposal received more than the required votes necessary for approval by Jacor's outstanding shares of common stock and was thereby adopted. Jacor's shareholders also re-elected seven incumbent Directors of Jacor to serve for an additional one year term expiring at the 1997 Annual Meeting of Shareholders. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant and Co-Registrant has each duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. JACOR COMMUNICATIONS, INC. (Registrant) and CITICASTERS INC. (Co-Registrant) DATED: November 27, 1996 BY /s/ R. Christopher Weber R. Christopher Weber, Senior Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer of Registrant and Co-Registrant)