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, 1997
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, 1997 4
Statement of Net Assets Available for Plan Benefits
as of December 31, 1996 6
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1997 7
Notes to Financial Statements 9
(b) Supplemental Schedules:
Line 27a - Schedule of Assets Held for Investment Purposes 13
Line 27d - Schedule of Reportable Plan Transactions in
Excess of 5% of Current Value of Plan Assets 14
(c) Exhibits:
Exhibit No. Exhibit
23 Consent of Coopers and Lybrand L.L.P.
Independent Accountants 15
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 29, 1998 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
benefits of the Jacor Communications, Inc. Retirement Plan as of December 31,
1997 and 1996, and the related statement of changes in net assets available for
plan benefits for the year ended December 31, 1997. 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, 1997 and 1996, and the changes in net assets available for plan
benefits for the year ended December 31, 1997, 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 Schedule of Assets
Held for Investment Purposes as of December 31, 1997 and Schedule of Reportable
Transactions for the year ended December 31, 1997 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. These supplemental schedules are the
responsibility of the Plan's management. 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 29, 1998
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1997
Company Stable Inter-
Stock Asset national Balanced Growth
Fund Fund Fund Fund Fund
Assets:
Investments, at fair value
(Note 2):
Temporary cash investments $ 77,124 $ 59,143 $ 72,257 $ 114,104
Common stock of participating
employer 12,095,765
Mutual funds 4,579,098 8,985,477 11,862,355
Loans to participants
Investments, at contract value
(Note 2):
Guaranteed annuity contracts $6,307,990
Total investments 12,172,889 6,307,990 4,638,241 9,057,734 11,976,459
Employer contributions receivable 362 15,981 388 815 852
Net assets available for plan
benefits (note 1) $12,173,251 $6,323,971 $4,638,629 $9,058,549 $11,977,311
See accompanying notes to financial statements.
(Continued)
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1997
(Continued)
Core
Bond Equity Loan
Fund Fund Fund Total
Assets:
Investments, at fair value
(Note 2):
Temporary cash investments $ 9,588 $ 93,455 $ 425,671
Common stock of participating
employer 12,095,765
Mutual funds 1,103,923 11,194,137 37,724,990
Loans to participants $469,880 469,880
Investments, at contract value
(Note 2):
Guaranteed annuity contracts 6,307,990
Total investments 1,113,511 11,287,592 469,880 57,024,296
Employer contributions receivable 121 413 18,932
Net assets available for plan
benefits (note 1) $1,113,632 $11,288,005 $469,880 $57,043,228
See accompanying notes to financial statements.
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 2):
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 2):
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 1) $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 Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1997
Company Stable Inter-
Stock Asset national Balanced Growth
Fund Fund Fund Fund Fund
Fund balances, December 31, 1996 $5,395,734 $1,428,423 $1,235,658 $3,227,587 $3,618,673
Investment income:
Net appreciation
in fair value of investments
(Note 2) 5,803,159 177,476 1,080,175 1,916,605
Interest 5,618 402,574 9,757 14,433 20,532
Dividends 123,356 370,359 339,729
Contributions:
Employer 1,039,037 140,107 163,220 222,460 309,772
Participant 493,944 600,782 998,730 1,402,894 1,928,400
Rollover 518,543 6,011,250 2,308,060 3,690,633 4,893,753
Benefits paid to participants
(Note 1) (982,100) (1,015,370) (622,930) (921,644) (1,405,025)
Interfund transfers, net (100,684) (1,243,795) 245,302 (28,348) 354,872
Net increase 6,777,517 4,895,548 3,402,971 5,830,962 8,358,638
Fund balances, December 31, 1997 $12,173,251 $6,323,971 $4,638,629 $9,058,549 $11,977,311
See accompanying notes to financial statements.
(Continued)
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1997
(Continued)
Core
Bond Equity Loan
Fund Fund Fund Total
Fund balances, December 31, 1996 $ 172,641 $15,078,716
Investment income:
Net appreciation
in fair value of investments
(Note 2) $ 21,331 $2,230,820 11,229,566
Interest 2,531 25,161 14,388 494,994
Dividends 61,811 204,703 1,099,958
Contributions:
Employer 26,960 276,262 2,177,818
Participant 138,959 1,473,051 7,036,760
Rollover 809,772 7,504,423 21,827 25,758,261
Benefits paid to participants
(Note 1) (35,931) (806,436) (43,409) (5,832,845)
Interfund transfers, net 88,199 380,021 304,433 -
Net increase 1,113,632 11,288,005 297,239 41,964,512
Fund balances, December 31, 1997 $1,113,632 $11,288,005 $ 469,880 $57,043,228
See accompanying notes to financial statements.
NOTES TO FINANCIAL STATMENTS
_______________
1. 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.
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 four
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, and plan earnings or losses. Allocations of employer
contributions are based on participant's total compensation as
compared to the total compensation of all active participants.
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 amount of
the vested interest as of the appropriate valuation date.
NOTES TO FINANCIAL STATEMENTS, Continued
________
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The following describes the significant accounting policies followed in the
preparation of these financial statements.
A. Investments Valuation
Investments in securities (common stock and mutual funds), other
than the Stable Asset Fund, are valued at the fair market value,
based upon quoted market prices as of the last business day of the
year.
Investments, at fair value, which represent greater than 5% of plan
assets at December 31, 1997 and 1996 consist of the following:
1997 1996
Jacor Common Stock $12,095,765 $5,331,391
CIGNA Guaranteed Long-Term Account 6,307,990 1,401,549
American Funds - American Balanced Fund 8,985,477 3,186,018
American Funds - The Growth Fund of America 11,862,355 3,564,786
American Funds - EuroPacific Growth Fund 4,579,098 1,207,886
American Funds - Washington Mutual
Investment Fund 11,194,137 0
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 1997 and 1996 was 6.05%. The interest rate at December 31,
1997 and 1996 was 6.05%.
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.
NOTES TO FINANCIAL STATEMENTS, Continued
________
At December 31, 1997, the number of employees participating by
investment direction was:
Stable Asset Fund 1,692
International Fund 1,489
Balanced Fund 1,638
Growth Fund 1,852
Bond Fund 360
Core Equity Fund 1,337
Company Stock Fund 1,775
B. 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.
3. 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.
4. EXPENSES OF THE PLAN:
Currently, the employer pays all administrative expenses of the Plan.
5. PLAN AMENDMENTS:
Effective January 1, 1997, the Plan was amended to merge the Citicasters Co.
Thrift Savings Plan (the "Citicasters Co. Plan") into the Plan. The assets
of the Citicasters Co. Plan transferred into the Plan are reflected as an
addition to the net assets available for benefits of the Plan for the year
ended December 31, 1997.
NOTES TO FINANCIAL STATEMENTS, Continued
________
5. PLAN AMENDMENTS, Continued:
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 into the Plan on February 1, 1997.
6. 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 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.
7. 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, 1997 and 1996, in the amounts of $1,609,603 and $536,200, respectively,
are reported as a liability on Form 5500 but not in these financial
statements prepared in conformity with generally accepted accounting
principles. In addition, the Form 5500 for the year ended December 31, 1997
reflects benefits paid to participants of $6,906,248.
JACOR COMMUNICATIONS, INC. RETIREMENT PLAN
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
Number of
Shares or
Interest Principal Current
Name of Issuer and Title of Issue Rate Amount Cost Value
Temporary Cash Investments 425,671 $ 425,671 $ 425,671
Jacor Communications, Inc.
Common Stock * 227,654 6,742,889 12,095,765
American Funds EuroPacific
Growth Fund 175,984 4,578,184 4,579,098
American Funds American
Balanced Fund 573,053 8,350,263 8,985,477
American Funds The Growth
Fund of America 631,648 10,633,267 11,862,355
American Funds The Bond
Fund of America 78,158 1,082,674 1,103,923
American Funds Washington
Mutual Fund 368,835 9,625,946 11,194,137
CIGNA Guaranteed Long-
Term Account 6,307,990 6,307,990 6,307,990
Loans to participants 8.25% - 8.50% 0 469,880
TOTAL INVESTMENTS $47,746,884 $57,024,296
* Party-in-interest to the Plan.
JACOR COMMUNICATIONS, INC.
Line 27d - Schedule of Reportable Transactions
Year ended December 31, 1997
Expense
Incurred Current Net Gain
Purchase Selling with Cost of Value or Number of
Price Price Transaction Asset of Asset(A) (Loss) Transactions
ASSET:
Category (i) - a single transaction in excess of 5% of plan assets
American Balanced Fund $3,153,809 $3,153,809
American Growth Fund 4,061,683 4,061,683
American Growth Fund 1,235,891 1,235,891
Euro Pacific Growth Fund 1,882,751 1,882,751
Bond Fund of America Inc. 759,184 759,184
Washington Mutual
Investment Fund 6,553,476 6,553,476
Category (iii) - a series of transactions in a security issue aggregating 5% of
plan assets
American Balanced Fund $4,850,583 $4,850,583 29
American Balanced Fund $617,237 538,079 $ 79,158 6
American Growth Fund 6,698,504 6,698,504 28
American Growth Fund 928,793 758,009 170,784 4
Euro Pacific Growth Fund 3,115,660 3,115,660 29
Euro Pacific Growth Fund 374,456 360,719 13,737 4
Bond Fund of America Inc. 1,077,684 1,077,684 36
Bond Fund of America Inc. 5,072 4,990 82 1
Washington Mutual
Investment Fund 9,238,810 9,238,810 30
Washington Mutual
Investment Fund 470,288 387,136 83,152 2
Jacor Communications, Inc.
Common Stock 1,951,873 1,951,873 42
Jacor Communications, Inc.
Common Stock 82,467 74,877 7,590 1
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, 333-51489 and 333-06639) of our report dated June 29,
1998, on our audits of the financial statements of Jacor Communications, Inc.
Retirement Plan as of December 31, 1997 and 1996, and for the year ended
December 31, 1997, which report is included in this Form 11-K.
COOPERS & LYBRAND L.L.P.
Cincinnati, Ohio
June 29, 1998