THIS DOCUMENT IS A COPY OF THE FORM 11-K FILED ON JULY 1, 1997 PURSUANT
TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
FORM 11-K
SECURITIES AND
EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION
15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1996
OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION
15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-12404
JACOR COMMUNICATIONS, INC.
RETIREMENT
PLAN
Jacor
Communications, Inc.
50 East RiverCenter Blvd.
- 12th Floor
Covington, KY
41011
Financial Statements, Schedules and Exhibits.
Page No.
(a) Financial Statements:
Report of Independent Accountants 3
Statement of Net Assets Available for Plan Benefits
as of December 31, 1996 4
Statement of Net Assets Available for Plan Benefits
as of December 31, 1995 5
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1996 6
Notes to Financial Statements 7
(b) Supplemental Schedules:
Line 27a - Schedule of Assets Held for Investment
Purposes 12
Line 27d - Schedule of Reportable Plan Transactions
in Excess of 5% of Current Value of Plan
Assets 13
(c) Exhibits:
Exhibit No. Exhibit
23 Consent of Coopers and Lybrand L.L.P.
Independent Accountants 14
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Plan Administrator has duly
caused this annual report to be signed by the
undersigned thereunto duly authorized.
JACOR COMMUNICATIONS,
INC. RETIREMENT PLAN
DATE: June 30, 1997 BY: _____/s/ R. Christopher Weber __
R. Christopher Weber
Plan Administrator
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator
Jacor Communications, Inc. Retirement Plan
We have audited the accompanying statements of net
assets available for plan benefits of Jacor
Communications, Inc. Retirement Plan as of December
31, 1996 and 1995 and the related statement of
changes in net assets available for plan benefits for
the year ended December 31, 1996. These financial
statements are the responsibility of the Plan's
management. Our responsibility is to express an
opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain
reasonable assurance about whether the financial
statements are free of material misstatement. An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the
financial statements. An audit also includes
assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement
presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
net assets available for plan benefits as of December
31, 1996 and 1995, and the changes in net assets
available for plan benefits for the year ended
December 31, 1996, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming
an opinion on the basic financial statements taken as
a whole. The supplemental schedules as listed on
page 2 are presented for the purpose of additional
analysis and are not a required part of the basic
financial statements but are supplementary
information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of
1974. The fund information in the statement of net
assets available for plan benefits and the statement
of changes in net assets available for plan benefits
is presented for purposes of additional analysis
rather than to present the net assets available for
plan benefits and changes in net assets available for
plan benefits of each fund. The supplemental
schedules and fund information have been subjected to
the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
COOPERS & LYBRAND L.L.P.
Cincinnati, Ohio
June 20, 1997
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1996
Company Stable Inter-
Stock Asset national Balanced Growth Loan
Fund Fund Fund Fund Fund Fund Total
Assets:
Investments, at fair value
(note 1):
Temporary cash investments $ 62,830 $ 7,262 $ 26,312 $ 37,980 $ 50,714 $ 185,098
Common stock of participating
employer 5,331,391 5,331,391
Mutual funds 1,207,886 3,186,018 3,564,786 7,958,690
Loans to participants $172,641 172,641
Investments, at contract value (note 1):
Guaranteed annuity contracts 1,401,549 1,401,549
Total investments 5,394,221 1,408,811 1,234,198 3,223,998 3,615,500 172,641 15,049,369
Employer contributions receivable 1,513 19,612 1,460 3,589 3,173 29,347
Net assets available for plan
benefits (note 3) $5,395,734 $1,428,423 $1,235,658 $3,227,587 $3,618,673 $172,641 $15,078,716
See accompanying notes to financial statements.
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1995
Company Stable Inter-
Stock Asset national Balanced Growth Loan
Fund Fund Fund Fund Fund Fund Total
Assets:
Investments, at fair value
(note 1):
Temporary cash investments $ 18,697 $ 4,583 $ 14,738 $ 4,872 $ 42,890
Common stock of participating
employer 2,103,571 2,103,571
Warrants to purchase shares
of common stock of
participating employer 1,001,277 1,001,277
Mutual funds 321,019 1,815,491 1,705,594 3,842,104
Loans to participants $23,463 23,463
Investments, at contract value (note 1):
Guaranteed annuity contracts $516,863 516,863
Total investments 3,123,545 516,863 325,602 1,830,229 1,710,466 23,463 7,530,168
Employer contributions receivable 1,882 16,218 1,198 5,539 4,437 29,274
Net assets available for plan
benefits (note 3) $3,125,427 $533,081 $326,800 $1,835,768 $1,714,903 $23,463 $7,559,442
See accompanying notes to financial statements.
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1996
Company Stable Inter-
Stock Asset national Balanced Growth Loan
Fund Fund Fund Fund Fund Fund Total
Fund balances, December 31, 1995 $3,125,427 $ 533,081 $ 326,800 $1,835,768 $1,714,903 $ 23,463 $ 7,559,442
Investment income:
Net appreciation
in fair value of investments
(note 1) 2,389,459 98,887 211,605 330,580 3,030,531
Interest 778 50,522 521 738 938 6,124 59,621
Dividends 18,222 89,545 54,727 162,494
Contributions:
Employer 489,611 19,612 1,460 3,589 3,173 517,445
Participant 234,638 226,459 316,881 617,654 844,990 2,240,622
Rollover 152,790 363,761 293,795 515,644 541,971 156,497 2,024,458
Benefits paid to participants
(note 3) (181,672) (39,075) (4,983) (156,205) (133,962) (515,897)
Interfund transfers, net (815,297) 274,063 184,075 109,249 261,353 (13,443) -0-
Net increase 2,270,307 895,342 908,858 1,391,819 1,903,770 149,178 7,519,274
Fund balances, December 31, 1996 $5,395,734 $1,428,423 $1,235,658 $3,227,587 $3,618,673 $172,641 $15,078,716
See accompanying notes to financial statements.
NOTES TO FINANCIAL STATMENTS
_______________
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The following describes the significant accounting policies
followed in the preparation of these financial statements.
Investments Valuation
Investments in securities (common stock and mutual funds)
are valued at the last reported sales price on the last
business day of the year.
Investments, at fair value, which represent greater than 5%
of plan assets at December 31, 1996 and 1995 consist of the
following:
1996 1995
Jacor Common Stock $ 5,331,391 $3,104,848
CIGNA Guaranteed Long-Term Account 1,401,549 516,863
American Funds - American Balanced Fund 3,186,018 1,815,491
American Funds - The Growth Fund of America 3,564,786 1,705,594
American Funds - EuroPacific Growth Fund 1,207,886
The Guaranteed Long-Term Account, which consists of
guaranteed annuity contracts, are considered to be fully
benefit-responsive and are valued at contract value which
approximates fair value. Interest rate resets for the
guaranteed annuity contracts are determined every six months
and are based upon CIGNA's evaluation of the contract's
underlying assets. The average yield for plan years 1996
and 1995 was 6.05% and 6.28%, respectively. The interest
rate at December 31, 1996 was 6.05%.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities, and disclosure of
contingent assets and liabilities, at the dates of the
financial statements and the reported amounts contributions
and investment earnings and expenses during the reporting
periods. Actual results could differ from those estimates.
NOTES TO FINANCIAL STATEMENTS, Continued
________
Other
Purchases and sales of securities are reflected on a trade
date basis. Gain or loss on sales of securities is based on
specific identification of cost for common stock of the
Company and average cost for other securities.
The Plan presents in the statement of changes in net assets
the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses
and the unrealized appreciation (depreciation) on those
investments.
2. TAX STATUS:
The Plan has received a favorable determination for
qualification under Sections 401(a) and 401(k) (dated June
7, 1995) of the Internal Revenue Code and the related trust
is exempt from federal income taxes under provisions of
Section 501 (a) of the Internal Revenue Code. Although the
Plan has been amended since receiving the favorable
determination letter, the plan administrator believes that
the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal
Revenue Code.
3. DESCRIPTION OF THE PLAN:
The following description of the Jacor Communications, Inc.
Retirement Plan provides only general information.
Participants should refer to the Prospectus covering the
Plan and the Summary Plan Description for a more complete
description of the Plan's provisions.
A. GENERAL - The Plan is a defined contribution plan
covering all employees of the Company who meet the
minimum eligibility requirements of age 21 and twelve
consecutive months of employment
with a minimum of 1,000 hours of service in such twelve-month
period. It is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The
contributions and earnings are
taxable to the participants, subject to certain
exceptions, upon withdrawal from the Plan.
NOTES TO FINANCIAL STATEMENTS, Continued
________
B. CONTRIBUTIONS - Participants in the Plan may elect to
contribute a percentage of their pretax earnings to the
Plan. Currently, the Company, at the discretion of the
Board of Directors, is matching fifty percent of the
employee's elective contribution up to three percent of
their annual eligible compensation. Additional amounts
may be contributed by the employer for the benefit of
all employees.
C. PARTICIPANT'S ACCOUNTS - Each participant's account is
credited with the participant's contribution, the
Company's matching contribution, an allocation of any
additional Company contribution, and plan earnings or
losses. Allocations are based on participant's
earnings or account balances, as defined. The benefit
to which a participant is entitled is the benefit that
can be provided from the participant's account.
D.VESTING - Participants are immediately vested in their accounts.
E. PAYMENT OF BENEFITS - On termination of service, a
participant will receive a lump sum benefit payment no later than sixty
days subsequent to the end of the plan year in which
the termination is effective provided that the
participant's balance is less than
$3,500. For participants with balances greater than
$3,500, distribution may be deferred until retirement,
if so elected by the participant.
F. RIGHT TO TERMINATE - Although there are no current
plans to do so, the employer, in accordance with the
procedure set forth in the Plan, may terminate the Plan
at any time. If the Plan should happen to terminate,
participants will receive the full value of the vested
interest as of the appropriate valuation date.
4. EXPENSES OF THE PLAN:
Currently, the employer pays all administrative expenses of the Plan.
5. PARTICIPANT DATA:
At December 31, 1996, the number of employees
participating by investment direction was:
Stable Asset Fund 630
International Fund 407
Balanced Fund 632
Growth Fund 684
Company Stock Fund 885
NOTES TO FINANCIAL STATEMENTS, Continued
_________
6. PLAN AMENDMENTS:
On July 23, 1996 the Plan was amended (1) for Plan years
beginning on
and after January 1, 1995, the Employer may contribute to
the Plan for allocation to the Qualified Non-Elective
Contribution Accounts only of Participants who are
Employees during the Plan year and who are not Highly
Compensated Employees, such amount as it determines
appropriate to satisfy the nondiscrimination tests and (2)
for Plan years beginning on and after January 1, 1995, the
Employer may contribute to the Plan for allocation to the
Qualified Matching Contribution Accounts only of
Participants who are Employees during the Plan year and who
are not Highly Compensated Employees, such amount as it
determines appropriate to satisfy the nondiscrimination
tests.
On July 23, 1996 the Plan was amended to allow the merger
of the Noble Broadcast Group 401k Savings Incentive Plan
(the "Noble Plan") into and with this Plan according to the
stated provisions. On September 30, 1996, the Noble Plan
was merged into the Plan.
On November 7, 1996 the Plan was amended (1) to allow any
employee that was a participant of a plan maintained by an
employer whose assets are acquired by Jacor Communications,
Inc., or an employer whose stock is acquired by Jacor
Communications, Inc., or an employer who enters into a
management agreement with Jacor Communications, Inc. shall
be eligible to enter the Plan following the effective date
of the asset acquisition, stock acquisition, or management
agreement, whichever is applicable and 2) to allow any
Rollover Contribution that constitutes a direct transfer of
a rollover distribution to include the transfer of any
outstanding loan owed to such qualified retirement trust by
the Employee making the Rollover Contributions so long as
all stated conditions are met.
On November 7, 1996 the Plan was amended to allow the
merger of the Citicasters Co. Thrift Savings Plan (the
"Citicasters Plan") into and with this Plan according to
the stated provisions. The Citicasters Plan merged with
the Plan effective January 1, 1997.
On January 30, 1997 the Plan was amended to transfer any
employee with an account maintained under the Gannett 401k
Savings Plan who became an "Employee" of Jacor
Communications, Inc. into and with this Plan according to
the stated provisions. The selected employee accounts were
transferred on January 1, 1997.
NOTES TO FINANCIAL STATEMENTS, Continued
_________
7. TRANSACTIONS WITH PERSONS KNOWN TO BE PARTIES IN INTEREST
In connection with the January 11, 1993 restructuring of
Jacor and its debt obligations, all holders of the then outstanding
common stock received 0.0423618 shares of a new class of
Jacor's common stock and 0.1611234 warrants to purchase
such new common stock in exchange for every share of
existing common stock. As a result of the restructuring,
the Plan received 137,074 warrants to purchase the Jacor
common stock. After the receipt of the warrants, Jacor
determined that the Department of Labor could view the
receipt of the warrants as a prohibited transaction under
ERISA. On October 17, 1994, Jacor filed an Application for
Prohibited Transaction Exemption with the Department of
Labor. On June 21, 1996, a final exemption was published
in the Federal Register.
In June 1996, Jacor elected to allow these warrants to
automatically be converted into the right to receive the Fair Market Value
thereof (determined to be $19.70 per warrant) upon the
closing of its 1996 Stock Offering. The closing of the 1996 Stock Offering
occurred June 12, 1996. Plan participants were notified
of this on May 16, 1996 and were informed that any time
prior to the closing of the 1996 Stock Offering they could
exercise their warrants, in whole or in part, at the
stated exercise price of $8.30. Approximately 52,800 of
the warrants were exercised in a transaction valued at
$1,478,900.
8. RECONCILIATION TO FORM 5500
Department of Labor regulations require that the
differences between the amounts included in the financial
statements of the Plan and reported on Form 5500 be
disclosed. Amounts allocated to accounts of persons who
have elected to withdraw from the Plan but have not yet
been paid as of December 31, 1996 and 1995, in the amounts
of $536,200 and $149,700, respectively, are reported as a
liability on Form 5500 but not in these financial
statements prepared in conformity with generally accepted
accounting principles.
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
Number of
Shares or
Interest Principal Current
Name of Issuer and Title of Issue Rate Amount Cost Value
Temporary Cash Investments 185,098 $ 185,098 $ 185,098
Jacor Communications, Inc.
Common Stock * 194,754 5,494,177 5,331,391
Mutual Funds:
American Funds EuroPacific
Growth Fund 46,386 1,101,804 1,207,886
American Funds American
Balanced Fund 218,970 2,961,601 3,186,018
American Funds The Growth
Fund of America 215,135 3,176,754 3,564,786
Total Mutual Funds 7,240,159 7,958,690
CIGNA Guaranteed Long-
Term Account 1,401,549 1,401,549 1,401,549
Loans to participants 6.25%-9.75% 0 172,641
TOTAL INVESTMENTS $14,320,983 $15,049,369
* Person known to be a party-in-interest to the Plan.
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
LINE 27d - SCHEDULE OF REPORTABLE PLAN TRANSACTIONS
IN EXCESS OF 5% OF CURRENT
VALUE OF PLAN ASSETS
Year ended December 31, 1996
Column Column Column Column Column
A B C D E
Selling Price
Description or FMV
Identity of or Purchase at date of Lease
party involved asset Price distribution Rental
Purchases
Open Market Jacor Communications, $2,310,707 $ 107,246
Inc. Common Stock
(41 separate purchases
totaling 84,043 shares;
1 sale totaling 3,900
shares)
Open Market American Funds:
American Balanced Fund $1,328,096
(29 purchases totaling
90,667 shares)
American Growth Fund $1,670,498
(28 purchases totaling
57,940 shares)
International Fund $ 801,633
(30 purchases totaling
32,507 shares)
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
LINE 27d - SCHEDULE OF REPORTABLE PLAN TRANSACTIONS
IN EXCESS OF 5% OF CURRENT
VALUE OF PLAN ASSETS
Year ended December 31, 1996
Column Column Column Column Column Column
A B F G H I
Expenses Current Value
Description incurred of asset on
Identity of or with Cost of transaction Net gain
party involved asset Transaction asset date or (loss)
Purchases
Open Market Jacor Communications, $2,428,839 $2,417,953 $(10,886)
Inc. Common Stock
(41 separate purchases
totaling 84,043 shares;
1 sale totaling 3,900
shares)
Open Market American Funds:
American Balanced Fund $1,328,096 $1,328,096
(29 purchaes totaling
90,667 shares:
American Growth Fund $1,670,498 $1,670,498
(28 purchases totaling
57,940 shares)
International Fund $ 801,633 $ 801,633
(30 purchaes totaling
32,507 shares)
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
registration statements of Jacor Communications, Inc. on Forms
S-8 (File Nos. 33-10329, 33-65126, 33-56385, 33-61719, 333-
28587, 333-28371, 333-28399, 333-28401 and 333-28363) and
Forms S-3 (File Nos. 333-214191, 333-19291 and 33306639) of
our report dated June 20, 1997, on our audits of the financial
statements of Jacor Communications, Inc. Retirement Plan as of
December 31, 1996 and 1995, and for the year ended December
31, 1996, which report is included in this Form 11-K.
COOPERS & LYBRAND L.L.P.
Cincinnati, Ohio
June 26, 1997