FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
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
50 East RiverCenter Blvd. 12th Floor Telephone (606) 655-2267
Covington, Kentucky 41011
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
Common Stock Purchase Warrants expiring September 18, 2001
Common Stock Purchase Warrants expiring February 27, 2002
Liquid Yield Option Notes due 2011
Liquid Yield Option Notes due 2018
Other securities for which reports are submitted pursuant to
Section 15(d) of the Act: 10 1/8% Senior Subordinated Notes
due 2006
9 3/4% Senior Subordinated Notes due 2006
8 3/4% Senior Subordinated Notes due 2007
8% Senior Subordinated Notes due 2010
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 if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
The aggregate market value of the voting stock held by
nonaffiliates of Registrant as of March 5, 1999 was
$2,740,222,985.
The number of common shares outstanding as of March 5, 1999 was
51,604,962.
There are 124 pages in this document.
The index of exhibits appears on page 110.
JACOR COMMUNICATIONS, INC.
INDEX TO ANNUAL REPORT
ON FORM 10-K
Page
Part I
Item 1 Business 3
Item 2 Property Holdings 36
Item 3 Legal Proceedings 36
Item 4 Submission of Matters to a Vote of Security Holders 37
Part II
Item 5 Market for Registrant's Common Equity and Related
Stockholder Matters 40
Item 6 Selected Financial Data 41
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations 43
Item 7A Quantitative and Qualitative Disclosures about
Market Risk *
Item 8 Financial Statements and Supplementary Data 54
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure *
Part III
Item 10 Directors and Executive Officers of Registrant 94
Item 11 Executive Compensation 98
Item 12 Security Ownership of Certain Beneficial Owners and
Management 105
Item 13 Certain Relationships and Related Transactions 108
Part IV
Item 14 Exhibits, Financial Statement Schedules and Reports
on Form 8-K 110
* - The response to this Item is "none".
Item 1. BUSINESS
Jacor Communications, Inc. ("Jacor" or the "Company") is a
holding company engaged primarily in radio broadcasting and
providing related services to radio broadcasting companies. The
Company operates in one reportable segment - Radio. As of March
5, 1999, the radio segment includes 237 radio stations owned
and/or operated in 66 broadcast areas throughout the United
States and Premiere Radio Networks, Inc., a radio syndication
business. Other aggregated segments include two television
stations located in the Cincinnati and Defiance, Ohio broadcast
areas and other miscellaneous immaterial broadcast related
businesses.
Jacor has also entered into agreements to acquire an additional
six radio stations, which will expand its presence in two
existing broadcast areas and allow the Company to enter two new
broadcast areas, and to dispose of one radio station.
In October 1998 the Company entered into a definitive merger
agreement with Clear Channel Communications, Inc. ("Clear
Channel") for a tax-free, stock for stock transaction. Upon
consummation of the merger each outstanding share of Jacor common
stock will be converted into Clear Channel common stock, based
upon predetermined conversion ratios. See Item 7 - Management's
Discussion and Analysis of Financial Condition and Results of
Operations for a detailed discussion of the merger.
Business Strategy
Jacor's strategic objective is to maximize revenue and broadcast
cash flow (defined herein) by becoming the leading radio
broadcaster in geographically diverse broadcast areas and by
leveraging its expertise in programming production, syndication
and distribution. Jacor intends to acquire individual radio
stations, radio groups and/or businesses that provide radio
broadcasting services that strengthen its strategic position in
the radio industry and enhance its operating performance.
Specifically, Jacor's business strategy centers upon:
Broadcast Area Revenue Leadership. Jacor strives to maximize its
audience ratings in each of its broadcast areas in order to
capture the largest share of the radio advertising revenue in
that area and to attract advertising away from other media.
Jacor believes that the most effective way to capture a higher
percentage of advertising revenue is to operate multiple radio
stations within a broadcast area, tailoring each station's
programming to deliver highly effective access to a target
demographic. In implementing its multi-station strategy, Jacor
utilizes its programming expertise over a broad range of radio
formats to create distinct station personalities within a
broadcast area. Jacor further enhances its ability to increase
its revenues through a more complete coverage of the listener
base by being an industry leader in successfully operating AM
stations.
Development of "Stick" Properties. In addition to acquiring
developed, cash flow producing stations, Jacor also strategically
acquires underdeveloped "stick" properties (i.e., properties with
insignificant ratings and/or little or no positive broadcast cash
flow). Jacor believes that acquisitions of strategically located
"stick" properties often provide greater potential for revenue
and broadcast cash flow growth than do acquisitions of developed
properties. Historically, Jacor has been able to improve the
ratings, revenue and broadcast cash flow of its "stick"
properties with increased marketing and focused programming that
complements its existing radio station formats and by leveraging
the management expertise and operational support of regional
clusters. Additionally, Jacor increases the revenue and
broadcast cash flow of "stick" properties by encouraging
advertisers to buy advertising in a package with its more
established stations. Jacor believes that the Company's
portfolio of "stick" properties creates significant potential for
revenue and broadcast cash flow growth.
Development of Regional Clusters Around Core Broadcast Areas.
Jacor believes it can leverage its position as the leader in a
core broadcast area to create additional revenue and broadcast
cash flow opportunities by building regional multi-station
clusters around Jacor's core broadcast areas. Utilizing
programming from its core broadcast areas, Jacor provides its
regional clusters with high quality programming which would not
otherwise be economically viable in such smaller broadcast areas,
thereby spreading the costs associated with the delivery of such
programming across a greater number of stations. By improving
the ratings of its regional stations with such enhanced
programming, Jacor believes it can generate incremental revenue
and broadcast cash flow.
Strategic Acquisitions of Complementary Stations and Broadcast
Related Businesses. Jacor focuses its acquisition strategy on
acquiring stations with powerful broadcast signals that
complement its existing portfolio and strengthen its overall
competitive position. By operating multiple stations within its
broadcast areas, Jacor seeks to position itself as the most
efficient advertising medium in a geographic location, providing
advertisers with a wide access to a variety of demographic groups
through a single purchase of advertising time. Through the
acquisition of additional stations within an existing broadcast
area, Jacor spreads its fixed costs over a larger base of
stations and creates operating efficiencies enabling it to
generate higher broadcast cash flow. Jacor may enter additional
broadcast areas, domestic or international, through acquisitions
of radio groups that have multiple station platforms and/or
through acquisitions of individual stations in new locations
where Jacor believes a revenue-leading position can be created.
Additionally, Jacor strengthens its strategic position in the
radio industry through the acquisition and operation of
businesses that provide services to radio broadcasting companies.
Jacor owns a leading producer and distributor of syndicated radio
programming, research, and other services, two leading providers
of syndicated talk radio programming, a leading provider of
satellite and network services for the radio broadcasting
industry and a leading provider of traffic reporting services in
the San Diego and Los Angeles, California broadcast areas.
In addition to generating cash flow, these broadcast related
services enhance the Company's ability to (i) increase ratings
for its existing stations, (ii) transform "stick" properties into
broadcast cash flow producing properties and (iii) maintain long-
term relationships with Jacor's on-air talent. By combining the
national reach of the Company's radio stations with the network
sales forces acquired by Jacor, the Company seeks to maximize the
value of commercial broadcast inventory that it can then resell
to national advertisers.
Radio Station Overview
The following table and the accompanying footnotes set forth
certain information as of March 5, 1999 regarding the 243 radio
stations that will be owned and/or operated by Jacor upon
completion of all pending acquisitions and dispositions
(excluding the effect of the pending merger with Clear Channel
Communications, Inc.).
Target
1998 Combined Demographic
Broadcast Pending Radio Revenue Target Share %/
Area/Station(1) Acquisition (P) Rank Format Demographic Rank(2)
Los Angeles, CA 6
KXTA-AM(3) Sports Men 25-54 -
KIIS-FM Contemporary
Hit Radio Adults 18-34 4.5/7
KACD-FM Adult
Alternative Adults 25-54 0.7/31T
KBCD-FM Adult
Alternative Adults 25-54 0.2/33T
San Francisco/Walnut Creek, CA 9
KXJO-FM(fka KZSF-FM)(3) Rock Men 18-34 -
KFJO-FM Rock Men 18-34 0.7/30T
Dallas, TX 5
KDMX-FM Hot Adult
Contemporary Adults 18-34 6.9/4
KEGL-FM Rock Men 18-34 9.8/1
Houston, TX 4
KHMX-FM Hot Adult
Contemporary Adults 25-54 5.7/3T
KTBZ-FM Alternative Men 18-34 8.4/4
KKTL-FM(3) Alternative Men 18-34 -
Atlanta, GA 2
WGST-AM News Talk Men 25-54 2.0/18
WGST-FM(4) News Talk Men 25-54 3.6/11T
WKLS-FM Rock Men 18-34 10.5/2T
WPCH-FM Soft Adult
Contemporary Women 25-54 7.5/4
WMKJ-FM(3) P Soft Adult
Contemporary Women 25-54 -
Denver, CO 1
KHOW-AM Talk Adults 25-54 3.6/12T
KOA-AM News Talk /
Sports Men 25-54 7.9/2
KTLK-AM Talk Adults 35-64 1.5/17
KBCO-FM Adult
Alternative Adults 25-54 6.7/3
KBPI-FM Alternative Men 18-34 15.7/1
KHIH-FM Smooth Jazz Adults 25-54 4.7/8
KRFX-FM Classic Rock Men 25-54 12.5/1
KTCL-FM Alternative Men 18-34 4.6/8
Target
1998 Combined Demographic
Broadcast Pending Radio Revenue Target Share %/
Area/Station(1) Acquisition (P) Rank Format Demographic Rank(2)
Phoenix, AZ 6
KMXP-FM Classic Hits Adults 25-54 4.5/9
KZZP-FM Contemporary
Hit Radio Adults 18-34 8.0/3
San Diego, CA (5) 1
KOGO-AM Talk Adults 25-54 3.2/13T
KPOP-AM Nostalgia Adults 35-64 2.6/12
KSDO-AM News Talk Men 25-54 1.1/22
KGB-FM Classic Rock Men 25-54 10.4/1
KHTS-FM Rhythmic Adults 18-34 7.3/5
KIOZ-FM Rock Men 18-34 11.8/1
KJQY-FM Soft Adult
Contemporary Women 25-54 4.1/5
KMSX-FM Hot Adult
Contemporary Adults 25-54 1.8/20
St. Louis, MO 2
KATZ-AM Gospel Adults 35-64 2.3/16
KATZ-FM Rhythm/Blues Adults 25-54 5.1/8T
KMJM-FM Urban
Contemporary Adults 18-34 10.7/1
KSLZ-FM Contemporary
Hit Radio Adults 18-34 6.1/6T
KSD-FM Hot Adult
Contemporary Adults 25-54 4.1/12
KLOU-FM Oldies Adults 25-54 5.6/6
Cincinnati, OH 1
WCKY-AM Sports Men 25-54 1.4/16
WKRC-AM News Talk Adults 35-64 6.2/5T
WLW-AM News Talk /
Sports Men 25-54 10.1/2
WSAI-AM Nostalgia Adults 35-64 2.4/11T
WKFS-FM Contemporary
Hit Radio Women 18-34 6.0/7
WEBN-FM Album
Oriented Rock Men 18-34 23.2/1
WOFX-FM Classic Rock Men 25-54 8.2/3
WVMX-FM Hot Adult
Contemporary Women 25-54 8.2/4
Tampa, FL 1
WDAE-AM Sports Men 25-54 1.7/19T
WFLA-AM News Talk /
Sports Adults 35-64 5.2/4T
WAKS-FM Hot Adult
Contemporary Women 18-34 5.3/9
WDUV-FM Easy Listening
/Nostalgia Adults 35-64 6.1/3
WFLZ-FM Contemporary
Hit Radio Adults 18-34 11.5/2
WTBT-FM Classic Rock Men 25-54 12.5/1
WXTB-FM Rock Men 18-34 22.5/1
Target
1998 Combined Demographic
Broadcast Pending Radio Revenue Target Share %/
Area/Station(1) Acquisition (P) Rank Format Demographic Rank(2)
Portland, OR 1
KEWS-AM News Talk Adults 35-64 4.5/7
KEX-AM Full Service/
Adult Cont. Adults 35-64 5.2/5
KKCW-FM Adult
Contemporary Women 25-54 12.1/1
KKRZ-FM Contemporary
Hit Radio Women 18-34 18.9/1
Baltimore, MD 4
WPOC-FM Country Adults 25-54 6.9/4
WOCT-FM Classic Rock Men 25-54 5.5/8
WCAO-AM Contemporary
Gospel Adults 35-64 2.5/11
Cleveland, OH 1
WTAM-AM News Talk Men 25-54 8.3/4
WGAR-FM Country Adults 25-54 6.4/6
WMJI-FM Oldies Adults 25-54 9.8/1
WMMS-FM Rock Men 18-34 15.3/1
WMVX-FM Hot Adult
Contemporary Adults 25-54 7.4/6
Columbus, OH 1
WFII-AM Talk Adults 35-64 2.2/11
WTVN-AM News Talk /
Sports Adults 35-64 9.0/2
WCOL-FM Country Adults 25-54 8.5/2
WNCI-FM Contemporary
Hit Radio Adults 18-34 13.0/1
WZAZ-FM Alternative Adults 18-34 4.7/7
Salt Lake City, UT 3
KALL-AM Talk Adults 35-64 2.6/13
KNRS-AM News Talk Adults 35-64 4.1/6
KWLW-AM Classic
Country Adults 35-64 0.1/30T
KKAT-FM Country Adults 25-54 3.8/9
KODJ-FM Oldies Adults 25-54 6.7/2
KURR-FM Rock Men 18-34 5.2/7
KZHT-FM Contemporary
Hit Radio Women 18-34 7.7/4
Las Vegas, NV 2
KQOL-FM Oldies Adults 25-54 4.2/11
KFMS-FM Country Adults 25-54 3.6/12
KSNE-FM Adult
Contemporary Women 25-54 8.0/2T
KWNR-FM Country Adults 25-54 4.5/10
Target
1998 Combined Demographic
Broadcast Pending Radio Revenue Target Share %/
Area/Station(1) Acquisition (P) Rank Format Demographic Rank(2)
San Jose, CA 2
KSJO-FM Rock Adults 18-34 5.9/2
KUFX-FM Classic Rock Men 25-54 3.9/4
KCNL-FM(fka KLDZ-FM) Adult
Alternative Adults 25-54 2.4/20
Jacksonville, FL 2
WJGR-AM News Talk /
Sports Adults 35-64 0.6/22T
WZAZ-AM Gospel Adults 35-64 3.0/11
WJBT-FM Urban
Contemporary Adults 18-34 11.7/3
WQIK-FM Country Adults 25-54 6.3/5
WSOL-FM Classic Soul Adults 25-54 7.7/3
Louisville, KY(6) 2
WFIA-AM Religious Adults 35-64 0.8/22T
WDJX-FM Contemporary
Hit Radio Adults 18-34 7.3/5
WLRS-FM Alternative Men 18-34 11.0/2
WSFR-FM Classic Rock Men 25-54 8.2/3
WVEZ-FM Adult
Contemporary Women 25-54 11.0/2
Rochester, NY 2
WHAM-AM News Talk Adults 25-54 10.3/2
WHTK-AM Talk Adults 35-64 1.5/14
WMAX-FM Contemporary
Hit Radio Adults 18-34 4.0/10
WISY-FM(3) Soft Adult
Contemporary Women 25-54 -
WNVE-FM Alternative Adults 18-34 7.3/5
WKGS-FM (fka WYSY-FM) Contemporary
Hit Radio Adults 18-34 1.2/13T
WVOR-FM Hot Adult
Contemporary Women 25-54 9.0/3
Dayton, OH 1
WONE-AM Nostalgia Adults 35-64 2.5/11
WBTT-FM Urban Adults 18-34 4.3/8
WLQT-FM Adult
Contemporary Women 25-54 9.4/3
WMMX-FM Hot Adult
Contemporary Women 18-34 14.0/2
WTUE-FM Rock Men 18-34 13.3/1
WXEG-FM Modern Men 18-34 8.9/6
Target
1998 Combined Demographic
Broadcast Pending Radio Revenue Target Share %/
Area/Station(1) Acquisition (P) Rank Format Demographic Rank(2)
Riverside/San Bernadino, CA 8
KCKC-AM(3)(4) P Sports Men 25-54 -
KDIF-AM Spanish Adults 25-54 0.6/31T
Toledo, OH 1
WCWA-AM Nostalgia Adults 35-64 1.4/12
WSPD-AM News Talk Adults 35-64 6.5/4
WIOT-FM Rock Men 18-34 17.7/1
WRVF-FM Adult
Contemporary Women 25-54 15.9/1T
WVKS-FM Contemporary
Hit Radio Adults 18-34 14.1/1
Des Moines, IA 1
WHO-AM News Talk Men 25-54 8.2/5
KMXD-FM Hot Adult
Contemporary Women 25-54 11.3/2
KYSY-FM Soft Adult
Contemporary Women 25-54 4.5/8T
Lexington, KY 2
WLAP-AM News Talk Men 25-54 2.5/9T
WTKT-AM Nostalgia Adults 35-64 0.8/15T
WBUL-FM Country Adults 25-54 9.5/3
WKQQ-FM Rock Men 18-34 16.5/1
WLKT-FM Contemporary
Hit Radio Adults 18-34 1.1/12T
WMXL-FM Hot Adult
Contemporary Women 18-34 17.0/2
WBTF-FM(4) P Urban Adults 18-34 3.8/7T
Youngstown, OH 2
WKBN-AM Talk Adults 25-54 3.9/7
WNIO-AM Nostalgia Adults 35-64 2.9/8T
WKBN-FM Soft Adult
Contemporary Adults 25-54 8.6/4T
WNCD-FM Rock Adults 18-34 12.4/2
WBTJ-FM(4) P Urban Adults 18-34 4.1/8
Charleston, SC 2
WEZL-FM Country Adults 25-54 9.8/1
WALC-FM Modern Adult
Contemporary Adults 25-54 4.6/8
WRFQ-FM Classic Hits Men 25-54 7.3/5
WXLY-FM Oldies Adults 25-54 7.5/3
WBUB-AM(fka WPAL-AM) Country Adults 25-54 0.8/22
Target
1998 Combined Demographic
Broadcast Pending Radio Revenue Target Share %/
Area/Station(1) Acquisition (P) Rank Format Demographic Rank(2)
Boise, ID 2
KFXD-AM Classic
Country Adults 35-64 2.2/12T
KIDO-AM News Talk Adults 25-54 5.4/7T
KARO-FM Classic Rock Men 25-54 7.5/3
KCIX-FM Adult
Contemporary Women 25-54 4.5/6
KLTB-FM Oldies Adults 25-54 10.0/1T
KXLT-FM Soft Adult
Contemporary Women 25-54 15.0/1
Shreveport, LA 1
KEEL-AM News Talk Adults 25-54 4.4/9
KWKH-AM News Talk /
Sports/Cntry Adults 35-64 2.2/13T
KITT-FM Country Adults 25-54 2.8/12
KRUF-FM Contemporary
Hit Radio Adults 18-34 16.0/2
KVKI-FM Adult
Contemporary Women 25-54 15.4/1
Cedar Rapids, IA 1
WMT-AM Full Service Adults 35-64 10.5/3
WMT-FM Adult
Contemporary Women 25-54 16.4/2
Santa Barbara, CA 1
KTMS-AM Talk Adults 35-64 14.8/1
KXXT-AM Sports Men 25-54 2.4/10T
KTYD-FM Rock Adults 18-34 8.4/4T
KIST-FM Oldies Adults 25-54 3.9/9
KSBL-FM Adult
Contemporary Adults 25-54 9.7/1
Bismarck, ND 1
KFYR-AM Adult
Contemporary Women 25-54 15.2/3
KYYY-FM Hot Adult
Contemporary Women 18-34 26.7/1T
Albany, OR (8) N/A
KRKT-AM Classic
Country Adults 35-64 -
KRKT-FM Country Adults 18-34 -
Anaheim, CA (8) N/A
KORG-AM Ethnic /
Variety Adults 25-54 -
KEZY-FM Hot Adult
Contemporary Women 18-34 -
Barnwell, SC (8) N/A
WBAW-AM Talk Adults 35-64 -
Target
1998 Combined Demographic
Broadcast Pending Radio Revenue Target Share %/
Area/Station(1) Acquisition (P) Rank Format Demographic Rank(2)
Burlington, IA (8) N/A
KBUR-AM Talk Adults 35-64 -
KGRS-FM Hot Adult
Contemporary Women 18-34 -
Casper,WY 3
KTWO-AM Full Service/
Country Adults 35-64 17.9/1
KMGW-FM Adult
Contemporary Women 25-54 8.3/3T
Centralia, WA (8) N/A
KELA-AM Talk Adults 35-64 -
KMNT-FM Country Adults 18-34 -
Cheyenne, WY 1
KGAB-AM Talk Adults 35-64 5.6/5T
KIGN-FM Rock Adults 18-34 20.0/1
KLEN-FM Soft Adult
Contemporary Women 25-54 13.8/2T
KOLZ-FM Country Adults 25-54 14.1/2
KMUS-FM(4) P Country Adults 25-54 12.5/3
Chillicothe, OH (8) N/A
WBEX-AM(4) P Talk Adults 35-64 -
WKKJ-FM(4) P Country Adults 25-54 -
WCHI-AM P Classic
Country Adults 35-64 -
WFCB-FM P Adult Cont./
Oldies Adults 25-54 -
Corvallis, OR (8) N/A
KLOO-AM News Talk /
Sports Adults 25-54 -
KLOO-FM Classic Hits Adults 18-34 -
Defiance, OH (8) N/A
WDFM-FM Adult
Contemporary Adults 25-54 -
Ellwood, CA (8) N/A
KBKO-AM(4) P Spanish Adults 25-54 -
KSPE-FM(4) P Spanish Adults 25-54 -
Findlay, OH (8) N/A
WQTL-FM Classic Rock Men 25-54 -
WHMQ-FM Country Adults 25-54 -
Fort Collins/Greeley, CO N/A
KCOL-AM News Talk Adults 35-64 2.8/12T
KIIX-AM Nostalgia Adults 35-64 0.9/22T
KGLL-FM Country Adults 25-54 3.0/9
KPAW-FM Adult Cont./
Oldies Adults 25-54 4.9/4T
Target
1998 Combined Demographic
Broadcast Pending Radio Revenue Target Share %/
Area/Station(1) Acquisition (P) Rank Format Demographic Rank(2)
Fort Madison, IA (8) N/A
KBKB-AM Adult Cont./
Talk Adults 25-54 -
KBKB-FM Adult
Contemporary Adults 25-54 -
Greenville, OH (8) N/A
WBKF-FM Country Adults 25-54 -
Helen, GA (8) N/A
WHEL-FM Oldies Adults 35-64 -
Hogansville, GA (8) N/A
WMXY-AM P Rhythm /
Blues Adults 18-34 -
WZLG-FM P Adult
Contemporary Adults 25-54 -
Idaho Falls, ID (8) N/A
KID-AM News Talk Adults 25-54 -
KID-FM Country Adults 25-54 -
Iowa City, IA (8) N/A
KXIC-AM Talk Adults 25-54 -
KKRQ-FM Classic Rock Adults 18-34 -
Lancaster/Antelope Valley, CA (8) N/A
KAVL-AM Sports Men 25-54 -
KAVS-FM Contemporary
Hit Radio Adults 18-34 -
KYHT-FM Contemporary
Hit Radio Adults 18-34 -
Lima, OH 1
WIMA-AM News Talk Adults 35-64 6.9/3
WBUK-FM Oldies Adults 25-54 8.1/4
WIMT-FM Country Adults 25-54 14.1/1
WMLX-FM Hot Adult
Contemporary Women 18-34 12.0/4
Lorain, OH (8) N/A
WZLE-FM Contemporary
Christian Adults 25-54 -
Marion, OH (8) N/A
WMRN-AM Full Service Adults 25-54 -
WDIF-FM Contemporary
Hit Radio Adults 18-34 -
WMRN-FM Country Adults 25-54 -
Target
1998 Combined Demographic
Broadcast Pending Radio Revenue Target Share %/
Area/Station(1) Acquisition (P) Rank Format Demographic Rank(2)
Medford, OR N/A
KLDZ-FM(fka KOPE-FM) Oldies Adults 25-54 1.0/13T
KMED-AM Nostalgia Adults 35-64 4.2/7
KRWQ-FM Country Adults 25-54 10.5/1
KZZE-FM Rock Adults 18-34 11.7/1T
KKJJ-FM Adult
Contemporary Adults 25-54 5.7/7T
New Castle, PA (8) N/A
WKST-AM Full Service Adults 25-54 -
WKST-FM Adult
Contemporary Adults 25-54 -
Newnan, GA (8) N/A
WCOH-AM P Country /
Talk Adults 25-54 -
Pocatello, ID (8) N/A
KWIK-AM News Talk Adults 25-54 -
KPKY-FM Oldies Adults 25-54 -
KLLP-FM(4) P Soft Adult
Contemporary Women 25-54 -
Punta Gorda, FL (8) N/A
WCCF-AM News Talk Adults 25-54 -
WIKX-FM Country Adults 25-54 -
WCVU-FM Easy
Listening Adults 35-64 -
Sandusky/Clyde, OH (8) N/A
WLEC-AM Nostalgia Adults 35-64 -
WMTX-FM Hot Adult
Contemporary Women 25-54 -
WCPZ-FM Oldies Adults 25-54 -
Santa Clarita, CA (8) N/A
KBET-AM Sports Men 25-54 -
Sarasota, FL 1
WSPB-AM(3) News Talk Men 35-64 -
WSRZ-FM Oldies Adults 25-54 6.6/5
WYNF-FM Rock Men 25-54 7.5/4T
WAMR-AM Sports Men 25-54 1.1/19T
WCTQ-FM Country Adults 25-54 7.9/2
WLTF-FM(7)
Springfield, OH (8) N/A
WIZE-AM Nostalgia Adults 35-64 -
Thousand Oaks, CA (8) N/A
KLYF-AM Sports Men 25-54 -
Target
1998 Combined Demographic
Broadcast Pending Radio Revenue Target Share %/
Area/Station(1) Acquisition (P) Rank Format Demographic Rank(2)
Tiffin, OH (8) N/A
WTTF-AM Adult Cont./
Oldies Adults 25-54 -
WTTF-FM Adult Cont./
Oldies Adults 25-54 -
Twin Falls, ID (8) N/A
KLIX-AM News Talk Adults 25-54 -
KEZJ-FM Country Adults 25-54 -
KLIX-FM Oldies Adults 25-54 -
Washington Court House, OH (8) N/A
WCHO-AM Country Adults 25-54 -
WCHO-FM Country Adults 25-54 -
[FN]
___________
(T) Designates tied.
(1) Jacor also owns pending applications for construction
permits in both Casper, Wyoming and Vancouver, Washington.
(2) Share and rank information is derived from the Fall 1998
Arbitron Metro Area Rating Survey.
(3) These stations do not have Arbitron ratings.
(4) Jacor provides programming to and sells airtime for WGST-FM
in Atlanta, Georgia; KMUS-FM in Cheyenne, Wyoming; WBEX-AM
and WKKJ-FM in Chillicothe, Ohio; KBKO-AM and KSPE-FM in
Ellwood, California; WBTF-FM in Lexington, Kentucky; KLLP-FM
in Pocatello, Idaho; KCKC-AM in Riverside, California; and
WBTJ-FM in Youngstown, Ohio pursuant to Local Marketing
Agreements (LMAs). At any time after September 30, 1999 and
before September 30, 2003 Cherokee Broadcasting can "put"
WGST-FM to Jacor for a price of $31.0 million. At any time
after May 21, 2003 and before September 30, 2003, Jacor can
"call" the station for the same price.
(5) Excludes XTRA-AM, XTRA-FM and XHRM-FM, stations Jacor
provides programming to and sells airtime for under
exclusive agency agreements.
(6) Excludes WMHX-FM on which Jacor sells advertising time
pursuant to a Joint Sales Agreement (JSA).
(7) WLTF-FM is an unconstructed station and, as such, is not yet
operating.
(8) These broadcast areas are not ranked by Arbitron.
All rankings by revenue or billings that are contained in the
above table are based on 1997 information contained in Duncan's
Radio Market Guide (1998 ed.). All information concerning ratings
and audience listening information is derived from the Fall 1998
Arbitron Metro Area Ratings Survey (the "Fall 1998 Arbitron"). A
Jacor affiliate owns a 40% interest in a limited liability
company that purchased the assets formerly owned by Duncan
American Radio, Inc.
Premiere Radio Networks, Inc.
Jacor currently owns, produces and distributes syndicated
programming for radio broadcasting through its wholly-owned
subsidiary Premiere Radio Networks, Inc. ("Premiere"), including
such programs as The Rush Limbaugh Show, The Dr. Laura Program
and The Dr. Dean Edell Show. The Rush Limbaugh Show is a
nationally syndicated talk radio program broadcast on more than
600 radio stations. The Dr. Laura Program is a nationally
syndicated talk radio program broadcast on more than 440 radio
stations. The Dr. Dean Edell Show is a health care and medicine
talk radio program broadcast on more than 300 radio stations.
Currently these programs are three of the four highest rated
syndicated talk radio programs in the United States. Jacor is
also the producer and distributor of other syndicated programs
and services, including Leeza Gibbons' Entertainment Tonight on
the Radio, The Michael Reagan Talk Show, After MidNite with Blair
Garner and The Jim Rome Show. These nationally syndicated
programs and services are currently broadcast on more than 4,000
radio stations pursuant to over 6,300 contracts.
Premiere's services include comprehensive radio research services
and a national, in-house sales force. Premiere's Mediabase
research service provides music play lists and on-air promotion
tracking and call-out research for ten radio formats, which
research services help radio station affiliates increase their
audience share and ratings. Mediabase 24/7 music charts now are
used by both Radio & Records and Gavin, leading radio industry
publications. Instead of requiring cash payments, Jacor provides
the research services in exchange for the right to broadcast an
agreed amount of commercial advertisements during the radio
station's broadcast. This practice makes Jacor's services more
attractive to radio stations which have limited cash resources
and/or excess inventory of available advertising time. The total
amount of broadcast time that Jacor has available for sale to
advertisers constitutes Jacor's commercial broadcast inventory.
Premiere's national, in-house network radio sales force and
infrastructure sells commercial broadcast inventory to more than
350 national advertisers. Jacor leverages its sales force and
generates additional revenues without significant additional
overhead costs by providing network advertising sales
representation services, on a commission basis, to third-party
radio networks and independent syndicated programming and service
suppliers that do not have their own sales forces. Jacor
believes that Premiere is presently the second largest network
radio advertising sales representative in the United States in
terms of its gross billings. It presently represents nine
independent radio networks, including WOR Radio Networks, TM
Century, Accutrack and Broadcast.com.
Television
Jacor owns a television station in the Cincinnati broadcast area
where it currently owns and operates multiple radio stations, and
one low-power television station in Defiance, Ohio. By operating
a television station in Cincinnati where Jacor has a significant
radio presence, Jacor has realized operating efficiencies
including shared news departments and reduction of administrative
overhead. Jacor currently operates the Cincinnati television
station under a temporary waiver of an FCC rule that restricts
ownership of television and radio stations in the same market.
This waiver will continue until at least six months after the FCC
completes a pending rulemaking proceeding in which it is
considering whether to substantially liberalize this rule.
The following table sets forth certain information regarding the
Cincinnati television station and the broadcast area in which it
operates:
Station Rank (1)
Commercial
National TV Stations in
Broadcast Households Adults Broadcast Cable
Broadcast Area in DMA(1) TV Aged Area Subscriber Network
Area/Station Rank(1) (000s) Households 25-54 VHF UHF % Affiliation
Cincinnati/WKRC 32 806 1 1(T) 3 3 63 CBS
[FN]
___________
T Designates tied.
(1) Rankings for Designated Market Area ("DMA"), 6:00 a.m. to
2:00 a.m., Sunday-Saturday for "TV Households" and "Adults
aged 25-54." This market information is from the January
1999 Nielsen Station Index. Similar information is not
available for the Defiance, Ohio television station.
Advertising
Radio stations generate the majority of their revenue from the
sale of advertising time to local and national spot advertisers
and national network advertisers. Radio serves primarily as a
medium for local advertising. The growth in total radio
advertising revenue tends to be fairly stable and has generally
grown at a rate faster than the Gross National Product ("GNP").
Advertising revenue has risen more rapidly during the past 10
years than either inflation or the GNP. Total advertising revenue
in 1997 was in excess of $13.6 billion, as reported by the Radio
Advertising Bureau, its highest level in the industry's history.
During the year ended December 31, 1998, approximately 80% of
Jacor's radio station broadcast revenue (adjusted to include the
effect of Jacor's acquisitions), would have been generated from
the sale of local advertising and approximately 20% from the sale
of national advertising. Jacor believes that radio is one of the
most efficient, cost-effective means for advertisers to reach
specific demographic groups. The advertising rates charged by
Jacor's radio stations are based primarily on (i) the station's
ability to attract an audience in the demographic groups targeted
by its advertisers (as measured principally by quarterly Arbitron
rating surveys that quantify the number of listeners tuned to the
station defined at various times), (ii) the number of stations in
the market that compete for the same demographic group, (iii) the
supply of and demand for radio advertising time and (iv) the
supply and pricing of alternative advertising media.
Jacor emphasizes an aggressive local sales effort because local
advertising represents a large majority of Jacor's revenues.
Jacor's local advertisers include automotive, retail, financial
institutions and services and health care. Each station's local
sales staff solicits advertising, either directly from the local
advertiser or through an advertising agency for the local
advertisers. Jacor pays a higher commission rate to the sales
staff for generating direct sales because Jacor believes that
through a strong relationship directly with the advertiser, it
can better understand the advertiser's business needs and more
effectively design an advertising campaign to help the advertiser
sell its product. Jacor employs personnel in each market to
produce commercials for the advertisers. National advertising
sales for most of Jacor's stations are made by Jacor's national
sales managers in conjunction with the efforts of an independent
advertising representative who specializes in national sales and
is compensated on a commission-only basis.
Jacor believes that sports broadcasting, absent unusual
circumstances, is a stable source of advertising revenues. There
is less competition for the sports listener, since only one radio
station can offer a particular game. In addition, due to the
higher degree of audience predictability, sports advertisers tend
to sign contracts which are generally longer term and more stable
than Jacor's other advertisers. Jacor's sales staffs are
particularly skilled in sales of sports advertising.
According to the Radio Advertising Bureau's publication 1998
Radio Marketing Guide and Fact Book for Advertisers, each week
radio reaches approximately 95.8% of all Americans over the age
of 12. More than one-half of all radio listening is done outside
the home, in contrast to other advertising mediums, and four out
of five adults are reached by car radio each week. The average
listener spends approximately three hours and 11 minutes per
weekday listening to radio. The highest portion of radio
listenership occurs during the morning, particularly between the
time a listener wakes up and the time the listener reaches work.
This "morning drive time" period reaches more than 82% of people
over 12 years of age and, as a result, radio advertising sold
during this period achieves premium advertising rates.
Jacor believes operating multiple stations in a market gives it
significant opportunities in competing for advertising dollars.
Each multiple station platform better positions Jacor to access a
significant share of a given demographic segment making Jacor
stations more attractive to advertisers seeking to reach that
segment of the population.
Competition; Changes in the Broadcasting Industry
The radio broadcasting industry is a highly competitive business.
The success of each of Jacor's stations will depend significantly
upon its audience ratings and its share of the overall
advertising revenue within its market. Jacor's stations will
compete for listeners and advertising revenue directly with other
radio stations as well as many other advertising media within
their respective markets. Radio stations compete for listeners
primarily on the basis of program content and by hiring
high-profile talent that appeals to a particular demographic
group. By building in each of its markets a strong listener base
comprised of a specific demographic group, Jacor will be able to
attract advertisers seeking to reach those listeners.
In addition to management experience, factors which are material
to competitive position include the station's rank among radio
stations in its market, transmitter power, assigned frequency,
audience characteristics, local program acceptance and the number
and characteristics of other stations in the market area, and
other advertising media in that market. Jacor attempts to improve
its competitive position with promotional campaigns aimed at the
demographic groups targeted by its stations and by sales efforts
designed to attract advertisers. The FCC's policies and rules
permit joint ownership and joint operation of local radio
stations in certain circumstances. Those stations taking
advantage of these joint arrangements may in certain
circumstances have lower operational costs and may be able to
offer advertisers more attractive rates and services.
Jacor's audience ratings and competitive position will be subject
to change, and any adverse change in a particular market could
have a material adverse effect on the revenue of Jacor's stations
in that market. Although Jacor believes that each of its stations
will be able to compete effectively in the market, there can be
no assurance that any one of its stations will be able to
maintain or increase its current audience ratings and advertising
revenue.
Although the radio broadcasting industry is highly competitive,
some legal restrictions on entry exist. The operation of a radio
broadcast station requires a license from the Federal
Communications Commission ("FCC") and the number of radio
stations that can operate in a given market is limited by the
availability of the FM and AM radio frequencies that the FCC will
license in that market.
Jacor's stations also compete directly for advertising revenues
with other media, including broadcast television, cable
television, newspapers, magazines, direct mail, coupons and
billboard advertising. In addition, the radio broadcasting
industry is subject to competition from new media technologies
that are being developed or introduced, such as the delivery of
audio programming by cable television systems and the Internet
and by digital audio broadcasting. Increasingly audiences are
able to access audio program services over the Internet,
including out-of-market stations and programming not otherwise
available over broadcast stations. This activity introduces new
competition for audience attention, particularly for people who
might otherwise listen to local radio stations in the workplace.
The Internet also creates new competition for advertisers, both
for spots within programming and with respect to ancillary
advertising outlets such as web pages. The Internet is still
evolving rapidly, and Jacor cannot assure that these developments
will not have an adverse effect on its future operations. The
radio broadcasting industry historically has grown despite the
introduction of new technologies for the delivery of
entertainment and information, such as television broadcasting,
cable television, audio tapes and compact discs. Greater
population and greater availability of radios, particularly car
and portable radios, have contributed to this growth. There can
be no assurance, however, that the development or introduction in
the future of any new media technology will not have an adverse
effect on the radio broadcasting industry. Jacor also competes
with other radio station groups to purchase additional stations.
The FCC has allocated and auctioned spectrum in the "S-band"
between 2320 and 2345 MHz for a new technology, satellite digital
audio radio services ("DARS"), to deliver audio programming. In
March 1997, the FCC adopted and announced its final DARS service
and auction rules. The FCC granted DARS licenses to two
companies, Satellite CD Radio, Inc. and American Mobile Radio
Corporation (now known as XM Satellite Radio, Inc.), in October
1997, authorizing each of them to launch and operate a satellite
DARS system in order to offer continuous nationwide radio
programming with compact disc quality sound. Each DARS licensee
is required to have completed contracting to build its system's
satellites by October 1999, and to begin operation of at least
one satellite by October 2001, with full operation by October
2003. In addition, two companies have received, and one company
has applied for, licenses to offer satellite radio service using
the 2 and 7 GHz bands. DARS operators also are exploring means
to use supplemental terrestrial systems to provide better service
in certain areas where satellite transmissions are more
susceptible to interference. DARS may provide a medium for the
delivery by satellite or terrestrial means of multiple new audio
programming formats to local and/or national audiences. Digital
technology also may be used in the future by terrestrial radio
broadcast stations either on existing or alternate broadcasting
frequencies, and the FCC has stated that it will consider making
changes to its rules to permit AM and FM radio stations to offer
digital sound
following industry analysis of technical standards. In 1998, USA
Digital Radio, Inc. ("USADR"), in which the Company acquired a
minor equity interest in 1998, requested that the FCC propose
rules that would govern such digital AM and FM stations and the
radio industry's transition to such digital broadcasts. The FCC
has received comments on USADR's proposal but has not yet acted
on its request for a rulemaking proceeding. In addition, the FCC
has authorized an additional 100 kHz of band width for the AM
band and has allocated frequencies in this new band to certain
existing AM station licensees that applied for migration prior to
the FCC's cut-off date. At the end of a transition period, those
licensees will be required to return to the FCC either the
license for their existing AM band station or the license for the
expanded AM band station. None of the stations to be affiliated
with the Company have sought authorizations for operations on the
expanded AM band, because such signals operate at a lower power
and have less coverage and thereby are not consistent with
Jacor's strategic objectives.
Moreover, the FCC has proposed or is considering proposing new or
modified rules with regard to several other technical issues that
could affect Jacor. In June 1998, the FCC proposed new rules
that would enable FM radio stations to agree to accept certain
types of interference resulting from technical changes to be made
by other FM radio stations in exchange for monetary or other
consideration. Such interference agreements could offer new
opportunities for Jacor or its competitors to reach more
listeners, but may pose an increased possibility of interference.
Also, the FCC is considering whether to propose rules that would
authorize certain lower-power AM radio stations to construct or
acquire a nearby FM translator station on which to broadcast the
AM radio station's nighttime programming. Such rules, if
adopted, could result in improved nighttime broadcast quality for
certain AM radio stations that may compete with Jacor's radio
stations. In January 1999, the FCC proposed new rules that would
enable certain parties to obtain licenses to build and operate
new low-power FM radio stations ("LPFM" or "micro-radio") that
would not be subject to certain of the Commission's spacing
requirements and other rules, and may or may not be restricted to
non-commercial operations. If the proposed rules are adopted,
such new micro-radio stations may compete with Jacor's radio
stations for listeners and revenues. Also, such stations may
create additional risks of interference to Jacor's radio stations
and may limit, in certain areas, the ability of Jacor to propose
and construct new or modified full-power radio stations.
Television stations compete for audiences and advertising
revenues with radio and other television stations and
multichannel video program distributors ("MVPDs") in their market
areas and with other advertising media such as newspapers,
magazines, outdoor advertising and direct mail. Competition for
sales of television advertising time is based primarily on the
anticipated and actually delivered size and demographic
characteristics of audiences as determined by various services,
price, the time of day when the advertising is to be broadcast,
competition from other television stations, including affiliates
of broadcast television networks, cable television systems and
other media and general economic conditions. Competition for
audiences is based primarily on the selection of programming, the
acceptance of which is dependent on the reaction of the viewing
public, which is often difficult to predict. Additional elements
that are material to the competitive position of television
stations include management experience, authorized power and
assigned frequency. The broadcasting industry is continually
faced with technical changes and innovations, the popularity of
competing entertainment and communications media, changes in
labor conditions, and governmental restrictions or actions of
Federal regulatory bodies, including the FCC, any of which could
possibly have a material effect on a television station's
operations and profits. There are sources of video service other
than conventional television stations, the most common being
cable television, which can increase competition for a broadcast
television station by bringing into its market distant broadcast
signals not otherwise available to the station's audience,
serving as a distribution system for national satellite-delivered
programming and other non-broadcast programming originated on a
cable system and selling advertising time to local advertisers.
Other principal sources of competition include home video
exhibition, direct-to-home broadcast satellite television
services ("DBS") and multichannel multipoint distribution
services ("MMDS").
Moreover, technological advances and regulatory changes affecting
program delivery through fiber optic telephone lines and video
compression could lower entry barriers for new video channels and
encourage the development of increasingly specialized "niche"
programming. The Telecom Act permits telephone companies to
provide video distribution services via radio communication, on a
common carrier basis, as "cable systems" or as "open video
systems" ("OVS"), each pursuant to different regulatory schemes.
Jacor is unable to predict the effect that these technological
and regulatory changes will have on the broadcast television
industry and on the future profitability and value of a
particular broadcast television station.
The Internet also may have a substantial competitive impact on
television stations, either by providing an alternative means of
distributing video programming (through streaming or other
technologies) or by otherwise attracting audience and thereby
reducing the audiences for broadcast television. The Internet is
undergoing rapid changes and development and Jacor cannot
evaluate its effects.
Jacor cannot predict what other matters might be considered in
the future, nor can it judge in advance what impact, if any, the
implementation of any of these proposals or changes might have on
its business.
Federal Regulation of Broadcasting
The ownership, operation and sale of stations are subject to the
jurisdiction of the FCC, which acts under authority granted by
the Communications Act. Among other things, the FCC assigns
frequency bands for broadcasting; determines the particular
frequencies, locations and power of stations; issues, renews,
revokes and modifies station licenses; determines whether to
approve changes in ownership or control of station licenses;
regulates equipment used by stations; adopts and implements
regulations and policies that directly or indirectly affect the
ownership, operation and employment practices of stations; and
has the power to impose penalties for violations of its rules or
the Communications Act.
License Grants and Renewals. The Communications Act provides
that a broadcast station license may be granted to an applicant
if the grant would serve the public interest, convenience and
necessity, subject to certain limitations referred to below.
Broadcast station licenses are granted for a term not to exceed
eight years and, upon application, are renewable for additional
terms. In making licensing determinations, the FCC considers the
legal, technical, financial and other qualifications of the
applicant, including compliance with the Communications Act's
limitations on alien ownership, compliance with various
rules limiting common ownership of broadcast, cable and newspaper
properties, and the "character" of the licensee and those persons
holding "attributable" interests in the licensee. The FCC used
to consider at renewal time, and also mid-term for television
stations, whether stations complied with the FCC's minority and
female equal employment opportunity ("EEO") rules. Following the
1998 court decision striking in part the FCC's EEO rules as
unconstitutional, the FCC has embarked on a rule-making
proceeding to adopt revised EEO rules.
The FCC accepts radio station license renewal applications during
pre-designated cycles based on geographic location. The 1995-98
radio license renewal cycle is completed, and almost all of
Jacor's radio station licenses have been renewed for full terms
of eight years (with expiration dates ranging from 2003 to 2006).
Still pending at the FCC are renewal applications for certain
Jacor stations in Columbus, Idaho, Las Vegas, Los Angeles and
Rochester. The WTVN-AM, Columbus, renewal application remains
pending on EEO grounds. The other Jacor renewal applications are
pending while the FCC evaluates compliance with its radio
frequency ("RF") radiation guidelines for human exposure. Jacor
anticipates that all its pending renewal applications will be
renewed for full eight year terms.
License Assignments and Transfers of Control. The Communications
Act prohibits the assignment of a license or the transfer of
control of a corporation holding such a license without the prior
approval of the FCC. Applications to the FCC for such assignments
or transfers are subject to petitions to deny by interested
parties and must satisfy requirements similar to those for
renewal and new station applicants.
Ownership Rules. Current FCC regulations impose significant
restrictions on certain positional and ownership interests in
broadcast television stations, cable systems and other media.
Under current FCC rules, an individual or other entity owning or
having voting control of 5% or more of a corporation's voting
stock is considered to have an attributable interest in the
corporation and its stations, except that banks holding such
stock in their trust accounts, investment companies, and certain
other passive interests are not considered to have an
attributable interest unless they own or have voting control over
10% or more of such stock. The FCC is currently evaluating
whether to raise the foregoing benchmarks to 10% and 20%,
respectively. Jacor cannot predict whether the FCC will adopt
these or any other proposals. An officer or director of a
corporation or any general partner of a partnership also is
deemed to hold an attributable interest in the media license.
Minority voting stockholders in corporations controlled by a
single majority shareholder and holders of non-voting stock
generally will not be attributed an interest in the issuing
entity, and holders of debt and instruments such as warrants,
convertible debentures, options, or other non-voting interests
with rights of conversion to voting interests generally will not
be attributed such an interest unless and until such conversion
is effected. The FCC is currently considering whether it should
attribute non-voting stock, or perhaps non-voting stock interests
when combined with other rights, such as voting shares or
contractual relationships, along with its review of its other
attribution policies. Jacor cannot predict whether the FCC will
adopt these or other changes in its attribution policies.
Under the current rules, shareholders of the Company with 5% or
more of the outstanding votes (except for qualified institutional
investors, for which the 10% benchmark is applicable), if any,
are considered to hold attributable interests in the Company.
Such holders of attributable interests must comply with or obtain
waivers of the FCC's multiple and cross ownership limits.
Zell/Chilmark Fund L.P. is the holder of approximately 25.9% of
Jacor's Common Stock. In the event that an attributable
shareholder of Jacor holds interests that exceed the FCC limits
on media ownership, Jacor has the corporate power to redeem Jacor
stock of such Jacor shareholder to the extent necessary to be in
compliance with FCC and Communications Act requirements,
including limits on media ownership by attributable parties and
alien ownership. Based on filings made with the SEC, Jacor has
identified two institutional investors which each hold between 5%
and 10% of the outstanding voting stock of Jacor, and which each
qualify for the 10% exemption from attribution. Another investor
appears to hold over 10% of Jacor's outstanding voting stock, and
therefore is not qualified for the 10% attribution exemption.
Jacor is in the process of determining if such investor and/or
its principals are qualified to be FCC attributable parties and
whether they hold interests in other media subject to the FCC's
multiple and cross ownership restrictions.
The "local radio ownership rule" limits the number of stations in
a radio market in which any one individual or entity may have a
control position or attributable ownership interest, with up to
eight commercial radio stations allowed in the largest markets.
The FCC is still developing its views on permitted concentration
of radio ownership. The FCC now solicits specific public comment
on the affects on competition of transactions which comply with
its numerical limits, but which implicate certain percentages of
radio advertising revenues. The filing of responsive comments,
by third parties and/or the Antitrust Division, have delayed or
deferred FCC approval of certain of these transactions.
Moreover, the FCC has issued a notice of inquiry as to whether it
should change its definition of "market" for purposes of
determining radio numerical limits. Jacor cannot predict whether
these or other changes will be adopted or their impact on Jacor.
In addition, the FCC's "cross interest" policy may prohibit a
party with an attributable interest in one station in a market
from also holding either a "meaningful" non-attributable equity
interest (e.g., non-voting stock, voting stock, limited
partnership interests) or key management position in another
station in the same market, or which may prohibit local stations
from combining to build or acquire another local station. The FCC
is currently evaluating its local ownership limits and the
cross-interest policy as well as policies governing attributable
ownership interests. Jacor cannot predict whether the FCC will
adopt any changes in these policies or, if so, what the new
policies will be.
Subject to waiver, the rules also prohibit the ownership or
holding of a control position in a television station and one or
more radio stations serving the same market (termed the
"one-to-a-market" rule). The FCC currently is considering
changes to its one-to-a-market waiver standards in a pending
rule-making proceeding. Jacor holds a one-to-a-market waiver to
allow it to own one television station and eight radio stations
in Cincinnati, subject to the same condition as to the pending
rule-making proceeding. There can be no assurance that the FCC
will adopt a revised one-to-a-market policy in its rule-making
proceeding that would permit the Company to continue to own
WKRC-TV, Cincinnati, along with all of its current
Cincinnati-area radio stations. If divestitures are required,
there can be no assurance that Jacor would be able to obtain full
value for such stations or that such sales would not have a
material adverse impact upon Jacor's business, financial
condition or results of operations.
The FCC also is reviewing and may modify its current prohibitions
relating to ownership or control positions in a daily newspaper
and a broadcast station in the same market. Jacor does not
currently own or control any daily newspapers.
The Communications Act prohibits the issuance of a broadcast
license to, or the holding of a broadcast license by, any
corporation of which more than 20% of the capital stock is
beneficially or nominally owned or voted by non-U.S. citizens or
their representatives or by a foreign government or a
representative thereof, or by any corporation organized under the
laws of a foreign country (collectively, "Aliens"). The
Communications Act also authorizes the FCC, if the FCC determines
that it would be in the public interest, to prohibit the issuance
of a broadcast license to, or the holding of a broadcast license
by, any corporation directly or indirectly controlled by any
other corporation of which more than 25% of the capital stock is
beneficially or nominally owned or voted by Aliens.
Certain of the Company's indirect, wholly-owned subsidiaries hold
all of the Company's broadcast licenses. Because all of those
subsidiaries are owned entirely by U.S. entities, the Company
fully satisfies the 20% Alien ownership test. The Company must
also satisfy the 25% Alien ownership test because it is the
parent holding company of those subsidiaries that hold broadcast
licenses.
The Company does not know the exact percent of the Company which
is currently owned or voted, either directly or indirectly, by
Aliens. However, the Company conducted a thorough survey in 1994
of its public shareholders relating to Alien ownership. The
survey indicated that Alien ownership was substantially less than
25%. The Company has no reason to expect a substantial change in
the proportion of Alien ownership of its publicly-held stock as a
result of subsequent public offerings. All stock issued under
the public offerings were through the Depository Trust Company,
which requires its participants to segregate for recordation
purposes those stock purchases made by or on the behalf of
Aliens. The Company has not learned of any significant changes
in Alien ownership. To the extent that the Company learns in the
future of significant changes in Alien ownership, it has the
corporate power to redeem stock of its shareholders to the extent
necessary to remain in compliance with FCC and Communications Act
requirements.
The FCC has issued interpretations of existing law under which
these restrictions in modified form apply to other forms of
business organizations, including partnerships. The FCC also
prohibits a licensee from continuing to control broadcast
licenses if the licensee otherwise falls under Alien influence or
control in a manner determined by the FCC to be in violation of
the Communications Act or contrary to the public interest. No
officers, directors or significant shareholders of Jacor are
known by Jacor to be Aliens.
Jacor does not believe that the FCC's existing ownership rules
restrict its operations in any material manner. The FCC's
existing station ownership rules may restrict Jacor from
acquiring radio and/or television stations in markets where Jacor
has, or would like to be, a significant presence. Jacor also
considers the impact of the FCC's station ownership rules when
evaluating possible acquisitions. If the FCC's numerical
ownership limits would be exceeded as a result of an acquisition,
Jacor would need to divest one or more of either the stations to
be acquired or Jacor's existing stations as a prerequisite to
obtaining FCC approval of the transaction.
Regulation of Broadcast Operations. In order to retain licenses,
broadcasters are obligated, under the Communications Act, to
serve the "public interest." Since the late 1970s, the FCC
gradually has relaxed or eliminated many of the more formalized
regulatory procedures and requirements developed to promote the
broadcast of certain types of programming responsive to the
problems, needs, and interests of a station's community of
license.
The regulatory changes have provided broadcast stations with
increased flexibility to design their program formats and have
provided relief from some record keeping and FCC filing
requirements. However, licensees continue to be required to
present programming that is responsive to significant community
issues and to maintain certain records demonstrating such
responsiveness. Complaints from listeners concerning a station's
programming have been considered by the FCC when evaluating
licensee renewal applications and at other times.
Stations still are required to follow various rules promulgated
under the Communications Act that regulate political broadcasts,
children's television programming, "indecent" programming,
political advertisements, sponsorship identifications, RF
radiation, technical operations and other matters. Failure to
observe these or other rules can result in the imposition of
monetary forfeitures or in the grant of a "short" (less than full
term) license term or license revocation. The Telecom Act states
that the FCC may deny, after a hearing, the renewal of a
broadcast license for serious violations of the Communications
Act or the FCC's rules or where there have been other violations
which together constitute a pattern of abuse.
Agreements With Other Broadcasters. Over the past several years
a significant number of broadcast licensees, including certain of
Jacor's subsidiaries, have entered into cooperative agreements
with other stations in their market, subject to compliance with
the requirements of the FCC's rules and policies and other laws.
Typical is a Time Brokerage Agreement ("TBA") or Local Marketing
Agreement ("LMA") between two separately owned stations serving a
common service area, whereby the licensee of one station programs
substantial portions of the broadcast day on the other licensee's
station, subject to ultimate editorial and other controls being
exercised by the latter licensee, and sells advertising time
during such program segments for its own account. Such TBAs are
generally deemed to be attributable interests for calculating the
radio numerical limits. Another arrangement is a Joint Sales
Agreement ("JSA") pursuant to which a licensee sells advertising
time on both its own station or stations and on another
separately owned station, but which is not currently deemed
attributable.
At present, the FCC is considering whether it should treat as
attributable multiple business arrangements among local stations,
such as joint sales accompanied by debt financing.
The FCC's rules also prohibit a radio licensee from simulcasting
more than 25% of its programming on another radio station in the
same broadcast service (i.e., AM-AM or FM-FM) whether it owns
both stations or operates both through a LMA where both stations
serve substantially the same geographic area.
Legislation and Regulation of Television Operations. Television
stations are regulated by the FCC pursuant to provisions of the
Communications Act and the FCC rules that are in many instances
the same or similar to those applicable to radio stations.
Besides technical differences between television and radio,
principal variances in regulation relate to limits on national
and local ownership, LMAs and simulcasts, children's programming
requirements, digital television service, signal carriage rights
on cable systems, "V-chip" technology and network/affiliate
relations.
The current FCC rules prohibit common ownership or control of
television stations with overlapping "Grade B" service contours
(unless established waiver standards are met) (the "Duopoly
Rule"). An FCC rule-making proceeding is in process to determine
whether to retain, modify or eliminate the Duopoly Rule. The
current FCC rules permit an entity to have an attributable
interest in an unlimited number of television stations so long as
such stations do not reach in the aggregate more than 35% of the
national television audience. (For purposes of this limitation,
UHF stations are attributed with 50% of the television households
in their market.) The 35% national cap and the 50% UHF discount
are subject to a pending FCC biannual review of its ownership
rules. Additionally, the rules prohibit (with certain
qualifications) the holder of an attributable interest in a
television station from also having an attributable interest in a
radio station, daily newspaper or cable television system serving
a community located within the relevant coverage area of that
television station. As noted above, the radio/television
one-to-a-market rule and the broadcast/daily newspaper
restriction are currently under review.
Currently, LMAs between television stations are not treated as
attributable interests and there is no restriction on same-market
television simulcasts. The FCC is considering in a pending
rule-making proceeding whether to treat television LMAs similar
to radio LMAs for multiple ownership rule purposes. Jacor's
television station is not a participant in any LMAs.
The FCC has taken a number of steps to implement digital
television ("DTV") service (including high-definition television)
in the United States. On February 17, 1998, the FCC adopted a
final table of digital channel allotments and rules for the
implementation of DTV. The table of digital allotments provides
each existing television station licensee or permittee with a
second broadcast channel to be used during the transition to DTV,
conditioned upon the surrender of one of the channels at the end
of the DTV transition period. The implementing rules permit
broadcasters to use their assigned digital spectrum flexibly to
provide either standard or high-definition video signals and
additional services, including, for example, data transfer,
subscription video, interactive materials, and audio signals,
subject to the requirement that they continue to provide at least
one free, over-the-air television service. The FCC has set a
target date of 2006 for expiration of the transition period,
subject to biennial reviews to evaluate the progress of DTV,
including the rate of consumer acceptance. Conversion to DTV may
reduce the geographic reach of Jacor's station or result in
increased interference, with, in either case, a corresponding
loss of population coverage. Jacor's Cincinnati television
station holds a construction permit from the FCC for a DTV
facility, which must be constructed and operating by November 1,
1999. DTV implementation will impose additional costs on Jacor,
primarily due to the capital costs associated with construction
of DTV facilities and increased operating costs both during and
after the transition period. The FCC has adopted rules that
require broadcasters to pay a fee of 5% of gross revenues
received from ancillary or supplementary uses of the digital
spectrum for which they receive subscription fees or compensation
other than advertising revenues derived from free, over-the-air
broadcasting services.
Pursuant to the Cable Act of 1992 (the "1992 Act"), television
broadcasters are required to make triennial elections to exercise
either certain "must-carry" or "retransmission consent" rights in
connection with their carriage by cable systems in each
broadcaster's local market. By electing must-carry rights, a
broadcaster demands carriage on a specified channel on cable
systems within its Area of Dominant Influence ("ADI"), in general
as defined by the Arbitron 1991-92 Television Market Guide.
Alternatively, if a broadcaster chooses to exercise
retransmission consent rights, it can prohibit cable systems from
carrying its signal or grant the appropriate cable system the
authority to retransmit the broadcast signal for a fee or other
consideration. Currently, the FCC is considering whether to
require cable systems in the market area of a television station
with both analog and digital broadcast to carry the station's
digital broadcasts in addition to the station's analog
broadcasts.
Pursuant to a directive in the Telecom Act, the broadcast and
cable television industries have adopted, and the FCC has
approved, a voluntary content ratings system which, when used in
conjunction with so-called "V-Chip" technology, would permit the
blocking of programs with a common rating. The FCC has directed
that all television receiver models with picture screens 13
inches or greater be equipped with "V-Chip" technology under a
phased implementation beginning on July 1, 1999.
The FCC's closed captioning rules, which became effective January
1, 1998, provide for the phased implementation, beginning in the
year 2000, of a universal on-screen captioning requirement with
respect to the vast majority of video programming. The
captioning requirement applies to programming carried on
broadcast television stations and cable programming networks.
The FCC will entertain requests for waivers of the rules upon a
showing that compliance would impose an "undue burden."
Jacor's Cincinnati television station is a CBS-network affiliate
and a VHF station. The FCC currently is reviewing certain of its
rules governing the relationship between broadcast television
networks and their affiliated stations. The FCC is conducting a
rule-making proceeding to examine its rules prohibiting broadcast
television networks from representing their affiliated stations
for the sale of non-network advertising time and from influencing
or controlling the rates set by their affiliates for the sale of
such time. Separately, the FCC is conducting a rule-making
proceeding to consider the relaxation or elimination of its rules
prohibiting broadcast networks from (a) restricting their
affiliates' right to reject network programming; (b) reserving an
option to use specified amounts of their affiliates' broadcast
time; and (c) forbidding their affiliates from broadcasting the
programming of another network; and to consider the relaxation of
its rule prohibiting network-affiliated stations from preventing
other stations from broadcasting the programming of their
network.
Proposed Changes. The FCC has not yet implemented formally
certain of the changes to its rules necessitated by the Telecom
Act. Moreover, the Congress and the FCC have under consideration,
and may in the future consider and adopt, new laws, regulations
and policies regarding a wide variety of matters that could,
directly or indirectly, (i) affect the operation, ownership and
profitability of Jacor and its broadcast stations, (ii) result in
the loss of audience share and advertising revenues of Jacor's
broadcast stations, (iii) affect the ability of Jacor to acquire
additional broadcast stations or finance such acquisitions,
(iv) affect cooperative agreements and/or
financing arrangements with other broadcast licensees, or
(v) affect Jacor's competitive position in relationship to other
advertising media in its markets. Such matters include, for
example, changes to the license authorization process; proposals
to revise the FCC's equal employment opportunity rules and other
matters relating to minority and female involvement in
broadcasting; proposals to alter the benchmarks or thresholds for
attributing ownership interest in broadcast media; proposals to
change rules or policies relating to political broadcasting;
changes to technical and frequency allocation matters, including
those relative to the implementation of DTV and digital audio
broadcasting on both a satellite and terrestrial basis, to
institute new micro-radio services, to enable certain AM radio
stations to broadcast their programming from certain FM
translator stations, and to allow FM radio stations to agree to
accept certain types of interference resulting from the technical
changes of other FM radio stations; proposals to restrict or
prohibit the advertising of beer, wine and other alcoholic
beverages on radio; changes in the FCC's cross-interest, multiple
ownership and cross-ownership policies, including its one-to-a-
market policy; proposals to allow greater telephone company
participation in the delivery of audio and video programming;
proposals to limit the tax deductibility of advertising expenses
by advertisers; the implementation of "V-chip" technology; and
changes to children's television programming requirements, signal
carriage rights on cable systems and network affiliate relations.
Jacor believes the foregoing discussion provides the reader with
all material aspects of FCC regulations that affect Jacor.
Reference is made to the Communications Act, FCC rules and the
public notices and rulings of the FCC for further information.
Pending FCC Applications for Jacor/Clear Channel Merger.
Presently pending before the FCC are applications for consent to
the transfer of control of the Jacor licensees from Jacor,
through its wholly-owned subsidiary JCC, to Clear Channel
Communications. Two petitions to deny this merger application
were filed at the FCC by competitors by the petition deadline,
and a third petition to deny was filed against the application
for the transfer of an ancillary authorization. Jacor has
responded that these petitions should be denied and the
applications should be granted. Although Jacor does not expect
that these or any other third party petitions will be a
significant obstacle to obtaining FCC consent to the merger with
Clear Channel, there are no assurances in this regard. Such
petitions could also cause a delay in the receipt of FCC
approval.
The merger also implicates the FCC's one-to-a-market rule which
prohibits a single entity from owning or controlling a television
station and radio station(s) in the same market. The FCC has
separately granted Clear Channel and Jacor temporary conditional
waivers of the rule to permit television and radio ownership in
Jacksonville and Cincinnati, respectively. Such waivers are
conditioned upon the outcome of the FCC's ongoing rule-making
proceeding considering the future of the one-to-a-market rule.
Clear Channel has requested in the merger application further
temporary conditional waivers of the one-to-a-market rule
relating to Jacksonville and Cincinnati. The FCC would condition
such waivers upon the outcome of the FCC's ongoing rule-making
proceeding considering the future of the one-to-a-market rule if
the rule-making proceeding is still pending. Any changes to the
one-to-a-market rule could adversely affect the merger and the
merged company after the merger.
To meet the FCC's local radio ownership limits, and also in most
cases to address antitrust concerns, Jacor and Clear Channel have
proposed the divestiture to third parties of eighteen radio
stations concurrent with the closing of the merger six of which
are owned by Jacor and twelve are owned by Clear Channel. FCC
applications for such divestitures are pending before the FCC,
but remain subject to third party petitions to deny until early
April. While Jacor does not anticipate any such petitions to
deny, such petitions could be filed and could delay or result in
the denial of one or more of the divestiture applications.
Moreover, the FCC would not typically grant its consent to the
merger until the Antitrust Division had communicated its approval
of the divestitures or if a consent decree was entered into.
Two other stations, in the Jacksonville area, are proposed to be
divested by Clear Channel to comply with the FCC numerical
limits. As purchasers have not yet been identified for these two
stations, the parties have requested FCC authority to place the
stations into a divestiture trust at the closing of the merger,
and thus they would not count towards the numerical radio
ownership limits.
As a back-up, in case one of the divestitures cannot be closed at
the time of the merger, Jacor and Clear Channel have requested
authority from the FCC to assign other radio stations into
trusts, which applications are subject to third party petitions
to deny until early April. Unlike the Jacksonville trust, these
trusts would not be for stations to be divested, but would hold
stations that will return to the merged companies. That is, the
stations to be placed in these trusts would be Jacor's or Clear
Channel's other radio stations in the area where the divestiture
could not timely close. When the stations in the area to be
divested are then sold, the stations in trust will return to
Jacor/Clear Channel, with prior FCC approval pursuant to separate
applications. While stations are in trust, Jacor/Clear Channel
would be restricted from communicating with the trustee on day-to-
day operations, which would be solely the trustee's
responsibility, but for the economic behalf of Jacor/Clear
Channel. While the parties hope to avoid the use of trusts by
divesting the necessary number of stations (except in
Jacksonville), certain stations may need to be temporarily placed
into trusts. The trustee might not operate the stations in trust
as well as Jacor/Clear Channel would and thus station revenues
and value might diminish.
Jacor cannot be certain when the FCC will act on the merger
applications, but currently anticipates such action in the second
quarter of this year.
Antitrust Considerations. Certain acquisitions by Jacor of
broadcasting companies, broadcast station groups or individual
broadcast stations will be subject to review by the Antitrust
Division and the Federal Trade Commission ("FTC") pursuant to the
provisions of the Hart Scott Rodino ("HSR") Act. Generally,
acquisitions involving assets valued at $15.0 million or more,
and certain acquisitions of voting securities, come within the
purview of the HSR Act. Although it is likely that many proposed
acquisitions will not require the parties to the transaction to
comply with the HSR Act, or if such compliance is required, will
result in rapid clearance by the antitrust agencies, in certain
instances, the antitrust agencies may choose to investigate the
proposed acquisition, particularly if it appears that such
acquisition will result in substantial concentration within a
specific market. Any decision by an antitrust agency to challenge
a proposed acquisition could affect the ability of Jacor to
consummate the proposed acquisition, or to consummate the
acquisition on the proposed terms.
The Antitrust Division and the FTC determine between themselves
which agency is to take a closer look at a proposed transaction.
The Antitrust Division or the FTC, as the case may be, may then
issue a formal request for additional information ("the Second
Request"). Under the HSR Act, if a Second Request is issued, the
waiting period then would be extended and would expire at
11:59 p.m., on the twentieth calendar day after the date of
substantial compliance by both parties with such Second Request.
Only one extension of the waiting period pursuant to a request
for additional information is authorized by the HSR Act.
Thereafter, such waiting period may be extended only by court
order or with the consent of the parties. In practice, complying
with a request for additional information or material can take a
significant amount of time. In addition, if the Antitrust
Division or the FTC raises substantive issues in connection with
a proposed transaction, the parties frequently engage in
negotiations with the relevant governmental agency concerning
possible means of addressing those issues and may agree to delay
consummation of the transaction while such negotiations continue.
Subsequent to the passage of the Telecom Act, the radio broadcast
industry has been subject to an increased amount of scrutiny by
the Antitrust Division. Jacor could experience similar delays and
increased costs in connection with future transactions. The
Antitrust Division or the FTC could also compel changes in the
proposed terms of acquisitions.
Although Jacor does not believe that antitrust considerations
will adversely affect Jacor's ability to successfully implement
its business strategy, the effects of the Antitrust Division's
heightened level of scrutiny on the radio broadcast industry and
on Jacor are uncertain. There can be no assurance that these
concerns will not negatively impact Jacor.
Jacor's merger with Clear Channel is being reviewed by the
Antitrust Division. Jacor and Clear Channel filed the
notification and report forms required for antitrust purposes
with the Antitrust Division on November 3, 1998. Jacor and Clear
Channel then commenced discussions with the Antitrust Division to
try to identify their specific concerns about the merger and to
discuss possible solutions as early as possible.
From the outset, Jacor and Clear Channel recognized that the
merger would result in the combined company exceeding FCC
limitations in Cleveland, Dayton, Jacksonville, Louisville and
Tampa on the number of radio stations that one company may own in
those particular markets. Accordingly, Jacor and Clear Channel
knew that they would have to divest at least 18 stations in the
aggregate in those markets to comply with the FCC's numerical
limits. For FCC purposes, Jacor and Clear Channel must divest
the necessary number of radio stations to comply with FCC limits
prior to completion of the merger. If we cannot complete such
transactions in a timely manner, we will have to transfer those
assets or the assets of other Jacor or Clear Channel stations
into an FCC approved trust prior to closing the merger.
Jacor and Clear Channel also knew that if the Antitrust Division
had concerns about the concentration of the radio advertising
market held by the combined company in those markets, then we
would have to discuss with the Antitrust Division which stations
needed to be divested to come within their antitrust guidelines.
It was possible that Jacor and Clear Channel might need to divest
more than 18 stations in those markets to satisfy antitrust
concerns. We also needed to determine if there were any other
markets that concerned the Antitrust Division notwithstanding
that we would be within FCC guidelines in those markets.
Based on our discussions with the Antitrust Division during
November, 1998, Jacor and Clear Channel concluded that our
ability to satisfy their possible antitrust concerns in an
expeditious and cost-effective manner would significantly improve
if we agreed to divest a total of 20 radio stations in the five
markets identified above. Jacor and Clear Channel also
determined that we would need to divest Jacor's right to sell
advertising time for an additional radio station in Louisville
and the related option to buy that station. Jacor and Clear
Channel have entered into letters of intent with entities who
will acquire all but two of the stations we propose to divest.
Since Jacor and Clear Channel have identified the entities who
will acquire all but two of the stations that we will divest, on
February 8, 9, and 10, 1999, we filed applications with the FCC
to assign the stations to those entities. The Antitrust Division
also is currently reviewing whether those entities are capable of
maintaining competition in those markets and we have not yet
obtained clearance of any kind from the Antitrust Division.
As Jacor and Clear Channel anticipated, on December 3, 1998, the
Antitrust Division issued to Jacor and Clear Channel a second
request for information about the effect of the merger in the
five affected markets. We believe that the Antitrust Division
issued the second request to preserve the statutory waiting
period beyond the initial 30 day period to ensure that the
divestitures proposed by us are consummated to the Antitrust
Division's satisfaction. Until Jacor and Clear Channel either
arrange and complete satisfactory divestitures to qualified
parties or comply with the second request, we will not be able to
proceed with the merger for antitrust purposes. As a third
alternative, we could enter into a consent decree with the
Antitrust Division where we would agree to complete the
divestiture of agree upon stations within a specified period of
time following the merger . While Clear Channel agreed in the
merger agreement to take any such action as may be necessary to
timely complete the merger, Jacor and Clear Channel hope to
resolve the antitrust issues without entering into any consent
decrees. If practical, Jacor and Clear Channel would like to
avoid being subject in the five affected markets to additional
operating restrictions that typically are contained in a consent
decree and which can last for up to 10 years following the
merger.
Although Jacor and Clear Channel are hopeful that our proposed
divestiture of 20 radio stations will result in compliance with
all antitrust and FCC concerns, it is still possible that the
Antitrust Division, the FCC and/or a state antitrust agency could
require us to divest additional assets or to agree to various
operating restrictions. This could happen at any time before the
merger or even after the merger is completed. In addition,
private persons may assert antitrust claims against us in certain
circumstances. If any of those events occur, we may incur delays
in completing the merger, substantial expense in litigating any
such claims and/or we may be adversely affected by any operating
restrictions that might be imposed upon us.
Energy and Environmental Matters
Jacor's source of energy used in its broadcasting operations is
electricity. No limitations have been placed on the availability
of electrical power, and management believes its energy sources
are adequate. Management believes that Jacor is currently in
material compliance with all statutory and administrative
requirements as related to environmental quality and pollution
control.
Environmental Matters
The Company is subject to federal, state and local laws,
regulations and ordinances that (i) govern activities or
operations that may have adverse environmental effects (such as
emissions to air, discharges to water, and the generation,
handling, storage and disposal of solid and hazardous wastes) or
(ii) impose liability for the costs of cleanup or other
remediation of contaminated property, including damages from
spills, disposals or other releases of hazardous substances or
wastes, in certain circumstances without regard to fault. In
certain cases, such liabilities may result from historical
operations conducted on the Company's properties by previous
owners or operators of such properties. The Company has not
incurred, and does not expect to incur, any material expenditures
or liabilities related to environmental matters.
Employees
As of December 31, 1998, Jacor employed approximately 5,500
persons, 4,100 on a full-time and 1,400 on a part-time basis.
Each Jacor broadcast area has its own complement of employees
which generally include a general manager, sales manager,
operations manager, business manager, advertising sales staff,
on-air personalities and clerical personnel.
Item 2. Property Holdings
Jacor owns and leases space for the office and studio facilities
at its radio station and broadcast service locations throughout
the United States. The same is true for Jacor's tower sites and
antennae.
Jacor owns substantially all of its equipment, consisting
principally of transmitting antennae, transmitters, studio
equipment and general office equipment. The towers, antennae and
other transmission equipment used by Jacor's stations are in
generally good condition. In management's opinion, the quality
of the signals range from good to excellent, and Jacor is
committed to maintaining and updating its equipment and
transmission facilities in order to achieve the best possible
signal in the market area.
Expansion of Jacor's operations generally comes from the
acquisition of stations and their facilities. Jacor attempts to
consolidate new stations into existing locations whenever
feasible. Any future need for additional office and studio space
at existing locations will be satisfied by the construction of
additions to the Jacor-owned facilities and, in the case of
leased facilities, the lease of additional space or the
relocation of the office and studio. Jacor's office and studio
facilities are all located in downtown or suburban office
buildings and are capable of being relocated to any suitable
office facility in the station market area. Similarly, although
many of Jacor's tower sites are strategically located, all are
capable of being relocated to suitable sites in their particular
station market areas.
Jacor leases approximately 19,162 square feet for its corporate
offices in Covington, Kentucky under a lease expiring in 2008
with a five-year renewal option.
Although Jacor believes its properties are generally adequate for
its operations, opportunities to upgrade facilities are
continuously reviewed.
Item 3. Legal Proceedings
From time to time, Jacor becomes involved in various claims and
lawsuits that are incidental to its business. In the opinion of
Jacor's management, there are no material legal proceedings
pending against Jacor.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders
during the fourth quarter of 1998. On March 26, 1999, the Jacor
stockholders approved the Company's merger with Clear Channel at
a special meeting of stockholders. Of the 51,512,215 shares of
common stock eligible to vote at the special meeting, 43,922,930
shares were voted at the meeting and 99.9% of those shares voted
to approve the merger.
Executive Officers of the Registrant
The following executive officers were elected by the Board of
Directors until their respective successors are elected:
Age as of
March 15, Offices and
Name 1999 Positions Held
Samuel Zell 57 Chairman of the Board
Sheli Z. Rosenberg 57 Vice Chairman of the Board
Randy Michaels 46 Chief Executive Officer and Director
Robert L. Lawrence 46 President, Chief Operating Officer
and Director
David H. Crowl 45 President/Radio Division
R. Christopher Weber 43 Senior Vice President and Chief
Financial Officer
John Hogan 42 Senior Vice President
Jay H. Meyers 48 Senior Vice President
Jon M. Berry 52 Senior Vice President and Treasurer
Jerome L. Kersting 49 Senior Vice President
Thomas P. Owens 44 Senior Vice President-Programming
Paul F. Solomon 39 Senior Vice President, General
Counsel and Secretary
Pamela C. Taylor 44 Senior Vice President-Corporate
Communications
Martin R. Gausvik 42 Vice President-Finance
Alfred Kenyon III 48 Vice President-Engineering
Nicholas J. Miller 46 Vice President-Marketing
William P. Suffa 41 Vice President-Strategic Development
Mr. Zell has been Chairman of the Board of Directors of the
Company since April 1997. He is the Chairman of the Board of
Equity Group Investments, L.L.C. since 1999 and was, until 1999,
the Chairman of the Board of Equity Group Investments, Inc., a
privately owned investment management company. Mr. Zell has been
Chairman of the Board since 1995, and Chief Executive Officer
from 1995 to 1996, and Co-Chairman of the Board from 1992 until
1995, of Manufactured Home Communities, Inc. Mr. Zell also was a
director of Jacor from January 1993 to May 1995.
Mrs. Rosenberg has been Vice Chairman of the Board of the Company
since April 1997, and served as Board Chair from February 1996 to
April 1997. Since 1994 Mrs. Rosenberg has been Chief Executive
Officer, President and a director of Equity Group Investments,
Inc., a privately owned investment management company. She was a
principal of the law firm of Rosenberg & Liebentritt, P.C., from
1980 until 1997, and was Chairman of the firm until September
1996.
Mr. Michaels has been Chief Executive Officer of the Company
since November 1996. Mr. Michaels, whose legal name is Benjamin
L. Homel, also served as President from June 1993 to November
1996 and Co-Chief Operating Officer from May 1990 to November
1996. He has served as an officer of Jacor since 1986.
Mr. Lawrence has been President and Chief Operating Officer of
the Company since November 1996. Mr. Lawrence also served as Co-
Chief Operating Officer from May 1990 to November 1996. He has
been an officer of Jacor since 1986.
David H. Crowl has been President/Radio Division of the Company
since September 1996. From 1991 to September 1996, Mr. Crowl
served as President/Radio Group of Citicasters, Inc.
R. Christopher Weber has been Senior Vice President and Chief
Financial Officer of the Company since 1990, and has served as an
officer of Jacor since 1986. Mr. Weber also served as Secretary
of the Company from 1993 to March 1997, and has been Assistant
Secretary since March 1997.
John E. Hogan has been Senior Vice President of the Company since
November 1996. From 1992 to November 1996, Mr. Hogan was Vice
President and General Manager of the Company's radio station WPCH-
FM in Atlanta, Georgia.
Jay H. Meyers has been a Senior Vice President of the Company
since May 1998. From 1994 through April of 1998, Mr. Meyers was
a consultant to the broadcasting industry.
Jon M. Berry has been Senior Vice President and Treasurer of the
Company since 1988, and has served as an officer of Jacor since
1982.
Jerome L. Kersting has been Senior Vice President of the Company
since September 1996. From January 1994 to September 1996, Mr.
Kersting served as Senior Vice President-Business Affairs of
Citicasters, Inc., and from 1987 to January 1994, Mr. Kersting
served as Vice President-Business Affairs, Broadcast Group, of
Citicasters, Inc.
Thomas P. Owens has been Senior Vice President-Programming of the
Company since October 1997. From September 1996 to October 1997,
Mr. Owens served as Vice President-Programming of the Company.
Mr. Owens has been an officer of a subsidiary of the Company
since 1994. From 1986 to 1994, Mr. Owens was the Program
Director of the Company's radio station WEBN-FM in Cincinnati,
Ohio.
Paul F. Solomon has been Senior Vice President and General
Counsel of the Company since February 1997, as well as Secretary
since March 1997. From October 1992 to February 1997, Mr.
Solomon was a partner in the Cincinnati-based law firm of
Graydon, Head & Ritchey.
Pamela C. Taylor has been Senior Vice President-Corporate
Communications of the Company since September 1998. From May
1997 to September 1998 Ms. Taylor served as Vice President-
Corporate Communications of the Company. From 1982 to May 1997,
Ms. Taylor was Director of Investor and Financial Media Relations
for The Kroger Co., the country's largest retail food company.
Martin R. Gausvik has been Vice President-Finance since May 1997.
From September 1996 to May 1997, Mr. Gausvik served as the
Company's Controller. From October 1984 to September 1996, Mr.
Gausvik was employed by Citicasters, Inc. in various capacities
in its accounting and finance department, most recently as
Controller.
Alfred S. Kenyon III has been Vice President-Engineering since
November 1996. From 1991 to November 1996, Mr. Kenyon was the
director of engineering for the Company.
Nicholas J. Miller has been Vice President-Marketing of the
Company since September 1996. Mr. Miller served as Vice
President-Marketing Radio & TV of Citicasters, Inc. from 1991 to
September 1996.
William P. Suffa has been Vice President-Strategic Development of
the Company since August 1996. From 1989 to August 1996, Mr.
Suffa was President and Managing Principal of Suffa and Cavell,
Inc., an independent consulting firm.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
The Company's common stock trades on the Nasdaq National Market
tier of the Nasdaq Stock Market under the symbol "JCOR". The
following table presents the high and low sale prices for the
Company's common stock for each quarter of 1997 and 1998 as
reported on The Nasdaq National Market.
Price Range of
Common Stock
1997 High Low
1st Quarter............................ $31.75 $25.63
2nd Quarter............................ 38.63 26.50
3rd Quarter............................ 46.25 37.25
4th Quarter............................ 55.63 36.50
1998
1st Quarter............................ $63.00 $46.00
2nd Quarter............................ 63.63 50.25
3rd Quarter............................ 65.25 45.31
4th Quarter............................ 65.00 36.88
At March 5, 1999, there were approximately 1,600 record holders
of common stock including shares held in nominee name and the
last reported sale price on the Nasdaq National Market was $71.63
per share.
The Company has neither declared nor paid any dividends on its
common stock to date. The Company's existing agreements with its
lenders limit the payment of dividends. It is the Company's
present policy to retain all earnings for the requirements of the
business.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
Item 6. Selected Financial Data
The following table (in thousands except for per share data) sets
forth certain data for the periods indicated and should be read
in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
"Broadcast cash flow" means operating income before depreciation
and amortization and corporate general and administrative
expenses. The Company's management believes that broadcast cash
flow is helpful in understanding cash flow generated from its
broadcasting in comparing operating performance of the Company's
broadcast entities to other broadcast companies. Broadcast cash
flow is also a key factor in the Company's assessment of
performance. Broadcast cash flow should not be considered an
alternative to net income or operating income as an indicator of
the Company's overall performance.
The comparability of the information reflected in this selected
financial data is affected by the acquisition and disposition of
certain properties. For information related to acquisitions and
dispositions in 1998 and 1997 see Note 3 of Notes to Consolidated
Financial Statements.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
Item 6. Selected Financial Data, Continued
1998 1997 1996 1995 1994
Statement of
Operations Data:
Net broadcast
revenue $754,468 $530,574 $223,761 $118,891 $107,010
Operating income 116,531 81,213 39,360 18,617 13,483
Income before
extraordinary loss 942 3,404 8,071 10,965 7,852
Net income (loss) (a) 942 (4,052) 5,105 10,965 7,852
Basic per share data:
Before extraordinary
loss $ .02 $ .08 $ .32 $ .58 $ .40
Extraordinary loss - (.18) (.12) - -
Diluted per share data:
Before extraordinary
loss $ .02 $ .08 $ .30 $ .53 $ .37
Extraordinary loss - (.18) (.11) - -
Other Financial
Data:
Broadcast cash flow $256,607 $173,791 $ 72,696 $31,601 $ 26,542
Statement of Cash
Flows Data:
Cash provided by
operating activities $ 82,599 $ 56,040 $ 24,407 $20,625 $ 11,348
Cash used in
investing activities 836,043 658,333 859,264 64,340 13,650
Cash provided by
financing activities 744,771 552,880 905,057 24,177 660
Balance Sheet Data:
Total assets $3,420,708 $2,601,878 $1,704,942 $208,839 $173,579
Long-term debt 1,289,574 987,500 670,000 45,500 -
Liquid Yield
Option Notes 306,202 125,300 118,682 - -
Shareholders' equity 1,203,066 916,351 486,936 139,073 148,794
[FN]
(a) Net income for the years ended December 31, 1997 and 1996
include as extraordinary items losses of $7.5 million and
$3.0 million, respectively, net of income tax benefit,
related to the write-off of debt financing costs due to
significant amendments to the Company's Credit Facility (See
Note 7 of Notes to Consolidated Financial Statements).
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
CLEAR CHANNEL MERGER
On October 8, 1998 the Company entered into a definitive merger
agreement with Clear Channel Communications, Inc. ("Clear
Channel") for a tax-free, stock for stock transaction (the
"Merger" or the "Clear Channel Merger"). Upon consummation of
the Merger, each outstanding share of Jacor common stock will be
converted into Clear Channel common stock, based upon the average
closing price of Clear Channel common stock during the twenty-
five consecutive trading days ending on the second trading day
prior to the closing date, as follows:
Average Closing Price of Clear Channel Stock Conversion Ratio
Less than or equal to $42.86........................... 1.400
Above $42.86 but less than or equal to $44.44.......... 1.400 to 1.350
Above $44.44 but less than $50.00...................... 1.350
If the average closing price is $50.00 or more, the Conversion
Ratio will be calculated as the quotient obtained by dividing (A)
$67.50 plus the product of .675 and the amount by which the
average closing price exceeds $50.00, by (B) the average closing
price. If the average closing price is less than or equal to
$37.50, the Merger agreement may be terminated by the Company,
upon notice to Clear Channel, on one of the two trading days
prior to the closing date.
Completion of the Merger is conditioned on receipt of Federal
Communications Commission and other regulatory approvals. The
Company expects to consummate the Merger by September 30, 1999.
Upon consummation of the Merger, a change in control event will
have occurred with respect to the Company's credit facility,
liquid yield option notes and the senior subordinated notes.
Such change in control would give the credit facility lenders the
right to require repayment of amounts borrowed under the
facility, and require the Company to offer repayment of the
senior subordinated notes at 101% of the principal amount and the
liquid yield option notes at their issue price plus accrued
original issue discount at such date.
As a result of the Merger, all options and stock appreciation
rights for Jacor common stock not vested at the effective time of
the Merger become fully vested and exercisable one day before the
effective time of the Merger. Clear Channel will assume all of
these options and stock appreciation rights on the same terms and
conditions as were applicable prior to the effective time of the
Merger. The holders may exercise such options and stock
appreciation rights for or with respect to shares of Clear
Channel common stock at an exercise price adjusted to reflect the
exchange ratio of the Merger.
Additionally, the Merger will result in each holder of the
Company's common stock warrants becoming entitled to exercise
such warrants for shares of Clear Channel common stock instead of
Jacor common stock. Upon the exercise of such warrants after the
Merger, the holders of such warrants will receive that number of
shares of Clear Channel common stock that the holder would have
received if he or she had exercised such warrants for shares of
Jacor common stock immediately prior to the effective time of the
Merger, as adjusted to reflect the exchange ratio of the Merger.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
GENERAL
The following discussion should be read in conjunction with the
financial statements beginning on page 54.
This Report includes certain forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E
of the Exchange Act. When used in this Report, the words
"believes," "anticipates," "expects" and similar expressions are
intended to identify forward-looking statements. Such statements
are subject to a number of risks and uncertainties. Actual
results in the future could differ materially from those
described in the forward-looking statement as a result of the
matters discussed in this Report generally. The Company
undertakes no obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to
reflect any future events or circumstances.
In the following analysis, management discusses broadcast cash
flow. Broadcast cash flow should not be considered in isolation
from, or as a substitute for, operating income, net income or
cash flow and other consolidated income or cash flow statement
data computed in accordance with generally accepted accounting
principles or as a measure of the Company's profitability or
liquidity. Although this measure of performance is not
calculated in accordance with generally accepted accounting
principles, it is widely used in the broadcasting industry as a
measure of a company's operating performance. Broadcast cash
flow assists in comparing performance on a consistent basis
across companies without regard to depreciation and amortization,
which can vary significantly depending on accounting methods
(particularly where acquisitions are involved). It also excludes
non-operating factors such as historical cost bases, and the
effect of corporate general and administrative expenses, which
generally do not relate directly to the performance of
broadcasting entities.
The performance of a broadcasting group, such as the Company, is
customarily measured by its ability to generate broadcast cash
flow. The primary source of the Company's revenue is the sale of
broadcasting time on its stations for advertising. The Company
also generates revenue through the sale of broadcasting time on
non-owned radio stations in exchange for providing syndicated
programming and comprehensive radio research services to the
stations, by providing sales representation services to third
parties, and through syndicated program fees. The Company's
significant operating expenses are employee salaries, sports
broadcasting rights fees, programming expenses, advertising and
promotion expenses, rental of premises for studios and
transmitting equipment and music license royalty fees. Jacor has
installed company-wide general ledger accounting software to
assist local management in measuring and controlling operating
expenses.
The Company's radio station revenue is affected primarily by the
advertising rates the Company's stations are able to charge.
These rates are, in large part, based on a station's ability to
attract audiences in the demographic groups targeted by its
advertisers, as principally measured by Arbitron Metro Area
Ratings Surveys.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
GENERAL, Continued
Most advertising contracts are short-term and run only for a few
weeks. Most of the Company's revenue is generated from local
advertising, which is sold by the station's sales staff. In
1998, approximately 80% of the Company's gross station revenue
was from local advertising and approximately 20% was from
national advertising. A station's local sales staff solicits
advertising, either directly from the local advertiser or through
an advertising agency for the local advertiser. National
advertising sales for most of the Company's stations are made by
the Company's national sales managers in conjunction with the
efforts of an independent advertising representative who
specializes in national sales and is compensated on a commission-
only basis.
The Company's broadcasting services include the distribution of
syndicated radio programs and comprehensive radio research
services. The Company enters into contracts with radio stations
throughout the country to supply them with syndicated programs
such as "The Rush Limbaugh Show" and "The Dr. Laura Program."
The Company generates revenue from distributing its syndicated
programming in two ways: (i) selling commercial broadcast
inventory received in exchange for the syndicated programming,
and (ii) cash programming fees. Aside from "The Rush Limbaugh
Show" and "The Dr. Laura Program", most of the Company's
syndicated programs are sold in exchange for commercial broadcast
inventory. In those cases, the Company's revenues depend on how
successful the Company is in selling air time to advertisers at
attractive rates.
The Company, through its wholly owned subsidiary, Premiere Radio
Networks, Inc. ("Premiere"), also provides research services,
including music play lists and on-air promotion tracking and call-
out research, for ten radio formats, in exchange for commercial
broadcast inventory instead of on a cash basis. This practice
makes the services more attractive to radio stations which have
limited cash resources and/or excess commercial broadcast
inventory. Premiere's in house sales force sells commercial
broadcast inventory to more than 350 national advertisers. The
Company leverages its sales force and generates additional
revenues without significant additional overhead costs by
providing network advertising sales representation services, on a
commission basis, to third-party networks and independent
syndicated programming and service suppliers that do not have
their own sales forces.
Sports broadcasting and the full-service programming features
play an integral part in the Company's operating strategy. As a
result, because of the rights fees and related costs of
broadcasting professional baseball and football, the costs
related to the full-service programming features of its AM radio
stations, as well as the Company's business strategy to acquire
"stick" properties (i.e., properties with insignificant ratings
and/or little or no positive broadcast cash flow), the Company's
broadcast cash flow margins are typically lower than its
competitors'.
General economic conditions have an impact on the Company's
business and financial results. From time to time the broadcast
areas in which the Company operates experience weak economic
conditions that may negatively affect revenue of the Company.
However, management believes that this impact is somewhat
softened by the Company's diverse geographical presence. The
financial results of the Company's business are seasonal.
Revenues are generally higher in the second, third and fourth
calendar quarters than in the first quarter.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES
Upon consummation of the Clear Channel Merger, a change in
control event will have occurred with respect to covenants in the
Company's credit facility, liquid yield option notes and each
outstanding issue of the senior subordinated notes. Such change
in control would give the credit facility lenders the right to
require repayment of amounts borrowed under the facility, and
require the Company to offer repayment of the senior subordinated
notes at 101% of the principal amount and the liquid yield option
notes at their issue price plus accrued original issue discount
at such date. Total amounts which could potentially become
payable, assuming the Merger was completed on December 31, 1998,
are approximately $1.631 billion. The Company believes that
financing to repay any debt which may come due upon consummation
of the Merger will be provided or arranged by Clear Channel.
In August 1998, the Company entered into an advisory agreement
with Equity Group Investments, Inc. ("EGI"), an affiliate of the
Company's largest stockholder, the Zell/Chilmark Fund L.P.,
whereby the Company agreed to pay EGI a fee equal to .75% of the
equity value of the Company, as defined in the advisory
agreement, on any change in control event. The Zell/Chilmark
Fund L.P. has entered into a voting agreement pursuant to which
it agreed to vote its shares in favor of the proposal to approve
the Merger.
Recent liquidity needs have been driven by the Company's
acquisition strategy. The Company's acquisitions since 1996 have
been financed with funds raised through a combination of debt and
equity instruments. An important factor in management financing
decisions includes maintenance of leverage ratios consistent with
their long-term growth strategy. The Company currently has
sufficient resources to finance all pending acquisitions.
Based upon current levels of the Company's operations, it is
expected that operating cash flow will be sufficient to meet
expenditures for operations, administrative expenses and debt
service related to acquisitions for the foreseeable future.
Financing Activities
Cash provided by financing activities was $744.8 million for the
year ended December 31, 1998, as compared to $552.9 million for
the year ended December 31, 1997 and $905.1 million for the year
ended December 31, 1996. The change between years is related to
the amount of cash necessary for the acquisition of radio
stations and broadcasting related service companies in the
respective years.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES, Continued
Credit Facilities
The Company has a $1.15 billion credit facility (the "Credit
Facility") with a group of banks and other financial
institutions. The Credit Facility provides loans to the Company
in two components: (i) a reducing revolving credit facility (the
"Revolving Credit Facility") of up to $750 million under which
the aggregate commitments will reduce on a semi-annual basis
commencing in June 2000; and (ii) a $400 million amortizing term
loan (the "Term Loan") with a scheduled reduction of $35.0
million on December 31, 1999 and increasing semi-annual
reductions thereafter. The Term Loan and the Revolving Credit
Facility expire on December 31, 2004. Amounts repaid or prepaid
under the Term Loan may not be reborrowed. The Credit Facility
bears interest at a rate that fluctuates, with an applicable
margin ranging from 0.00% to a maximum of 1.75%, based on the
Company's ratio of total debt to earnings before interest, taxes,
depreciation and amortization for the four consecutive fiscal
quarters then most recently ended (the "Leverage Ratio"), plus a
bank base rate or a Eurodollar base rate, as applicable. At
March 5, 1999, the average interest rate on Credit Facility
borrowings was 5.57%. The Company pays interest on the unused
portion of the Revolving Credit Facility at a rate ranging from
0.250% to 0.375% per annum, based on the Company's Leverage
Ratio.
As of March 5, 1999, the Company had $400.0 million of
outstanding indebtedness under the Term Loan, $375.0 million of
outstanding indebtedness under the Revolving Credit Facility, and
available borrowings of $375.0 million.
Debt and Equity Offerings
In February 1998, the Company completed offerings of 5.1 million
shares of common stock, 8% Senior Subordinated Notes due 2010,
and 4 3/4% Liquid Yield Option Notes (collectively the "February
1998 Offerings"). Net proceeds from the February 1998 Offerings
were $525.0 million, of which $197.5 million was used to pay off
the then outstanding balance of the Revolving Credit Facility.
The remaining proceeds were used for acquisition purposes.
Investing Activities
Cash flows used for investing activities were $836.0 million for
the year ended December 31, 1998 as compared to $658.3 million
for the year ended December 31, 1997 and $859.3 million for the
year ended December 31, 1996. The variations from year to year
are related to varying station acquisition activity and capital
expenditures, as described below.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES, Continued
Completed Acquisitions and Dispositions
During 1998, the Company completed the following: acquisitions of
62 radio stations in 34 different broadcast areas; five separate
exchanges, whereby the Company exchanged ten radio stations in
four broadcast areas for 13 radio stations in six broadcast
areas; disposition of six radio stations in three broadcast
areas; acquisitions of the stock of two and the assets of five
broadcasting related businesses; and the acquisition of the call
letters and certain intangible assets of one radio station. The
Company paid cash consideration for the above acquisitions of
approximately $787.0 million in 1998 excluding approximately
$18.8 million of cash paid in escrow in 1997. The Company also
assumed approximately $10.7 million in debt owed to wholly-owned
subsidiaries of the Company, a note payable of approximately $0.8
million, and additional contingent consideration of up to $1.6
million payable over three years. The acquisitions were funded
through net proceeds from the February 1998 Offerings of $525.0
million, and borrowings under the Credit Facility.
Acquisitions and Dispositions Completed Subsequent to December
31, 1998
Through March 5, 1999, the Company completed acquisitions of the
FCC licenses and substantially all of the assets of 21 and the
stock of 2 radio stations in two existing and nine new broadcast
areas and the FCC license and substantially all of the assets of
one television station in one new broadcast area for aggregate
cash consideration of approximately $106.9 million, of which
approximately $10.0 million was placed in escrow in 1998 and
1997. These acquisitions were funded through borrowings under
the Revolving Credit Facility.
Pending Acquisitions and Dispositions
The Company has entered into agreements to purchase FCC licenses
and substantially all of the broadcast assets of 15 stations and
the stock of one station in seven of the Company's existing
broadcast areas and in three new broadcast areas for a total
purchase price of approximately $164.3 million in cash, of which
approximately $9.9 million has already been paid in escrow
through March 17, 1999. These acquisitions will be funded
through a combination of cash generated from operations and
borrowings under the Credit Facility.
The Company has entered into an agreement to sell the FCC license
and substantially all of the broadcast assets of one radio
station for approximately $5.0 million in cash. Additionally, in
connection with the Clear Channel Merger, the Company has signed
letters of intent to sell five radio stations in the Louisville
broadcast area for approximately $68.0 million and the format of
one and the FCC license of another station in the Tampa broadcast
area for approximately $35.0 million upon the consummation of the
Clear Channel Merger.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES, Continued
See the table beginning on page 6 for a detailed list by market
of the 243 radio stations owned and/or operated by the Company,
assuming that all acquisitions and dispositions pending as of
March 5, 1999 are completed, excluding the impact of the
completion of the Clear Channel Merger.
Capital Expenditures
The Company had capital expenditures of $36.2 million, $20.0
million and $11.9 million for the years ended December 31, 1998,
1997 and 1996, respectively. The Company's capital expenditures
for operations consist primarily of broadcasting equipment
purchases and tower upgrades. Additionally, in 1998 capital
expenditures included outlays of cash for the Company's ongoing
digital automation project and in 1997 capital expenditures
included a centralized accounting system and the Company's wide
area network.
Operating Activities
For the year ended December 31, 1998, cash flow provided by
operating activities was $82.6 million, as compared to $56.0
million for the year ended December 31, 1997 and $24.9 million
for the year ended December 31, 1996. The change is primarily
due to an increase in operating income related to acquisitions.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS
The Company operates in one reportable segment - Radio. At
December 31, 1998, the radio segment includes 214 radio stations
in 57 broadcast areas and Premiere. Substantially all revenues
of each broadcast area and Premiere is generated from the sale of
commercial broadcast inventory. Aggregated segments included in
the caption "other" includes one television station and various
broadcast related businesses that provide services such as market
research, satellite connectivity and traffic reporting.
The Company's management evaluates each broadcast area's
performance based on operating income before corporate expenses,
interest expense, income taxes, gains or losses and miscellaneous
expenses. Specific industry related performance measures also
reviewed by management include "Broadcast Cash Flow", which
excludes depreciation and amortization from the operating income
measurement defined above. Intersegment sales consist primarily
of license fees for syndicated programming and other broadcast
services provided to the Company's radio stations. Intersegment
revenues are recorded at market rates.
Financial information for the Company's segments is as follows
(in thousands):
Favorable Favorable
(Unfavorable) (Unfavorable)
For the years ended December 31, 1998 Change 1997 Change 1996
Net revenues:
Radio $ 700,079 44.8% $ 483,548 145.2% $ 197,172
Other 54,389 15.7% 47,026 76.9% 26,589
Total net revenues $ 754,468 42.2% $ 530,574 137.1% $ 223,761
Broadcast operating expenses:
Radio $ 457,597 (40.5%) $ 325,753 (140.8%) $ 135,284
Other 40,264 (29.8%) 31,030 (96.6%) 15,781
Total broadcast operating expenses $ 497,861 (39.5%) $ 356,783 (136.2%) $ 151,065
Broadcast cash flow:
Radio $ 242,482 53.7% $ 157,795 155.0% $ 61,888
Other 14,125 (11.7%) 15,996 48.0% 10,808
Total broadcast cash flow $ 256,607 47.7% $ 173,791 139.1% $ 72,696
Depreciation & amortization:
Radio $ 108,979 (58.5%) $ 68,760 (250.4%) $ 19,624
Other 8,903 (6.5%) 8,356 (149.1%) 3,354
Corporate 2,510 (83.3%) 1,369 (221.4%) 426
Total depreciation & amortization $ 120,392 53.4% $ 78,485 (235.3%) $ 23,404
Operating income before Corporate
general and administrative expense:
Radio $ 133,503 49.9% $ 89,035 110.7% $ 42,264
Other 5,222 (31.6%) 7,640 2.5% 7,454
Corporate (2,510) (83.3%) (1,369) (221.4%) (426)
Subtotal 136,215 42.9% 95,306 93.3% 49,292
Corporate general and administrative
expense: (19,684) (39.7%) (14,093) (41.9%) (9,932)
Net operating income $ 116,531 43.5% $ 81,213 106.3% $ 39,360
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS, Continued
Favorable Favorable
(Unfavorable) (Unfavorable)
For the years ended December 31, 1998 Change 1997 Change 1996
Other Consolidated Statements of
Operations Data:
Interest expense $ (107,295) (30.3%) $ (82,315) (155.3%) $ (32,244)
Gain on sale of assets $ 10,896 (2.1%) $ 11,135 338.6% $ 2,539
Income tax expense $ (28,100) (192.7%) $ (9,600) (31.5%) $ (7,300)
Extraordinary loss $ - - $ (7,456) (151.4%) $ (2,966)
Net income (loss) $ 942 123.2% $ (4,052) (179.4%) $ 5,105
Other Consolidated Financial
Statement Data:
Capital expenditures $ 36,232 81.3% $ 19,980 68.6% $ 11,852
Radio station and other
acquisitions $ 786,992 15.7% $ 680,206 (17.7%) $ 826,302
Total assets $3,420,708 31.5% $2,601,878 52.6% $1,704,942
Discussion of Radio Segment Financial Statement Changes
The increase in net revenue from 1997 to 1998, and from 1996 to
1997 is due primarily to revenue generated at those properties
owned or operated during 1998, but not during the comparable 1997
period, and during 1997, but not during the comparable 1996
period, respectively. On a "same station" basis - reflecting
results from stations operated for the entire twelve months of
both 1998 and 1997 - broadcast revenue increased $53.8 million or
14.4%, from $373.2 million in 1997 to $427.0 million in 1998. On
a "same station" basis, reflecting results from stations operated
for the entire twelve months of both 1997 and 1996 - broadcast
revenue increased $17.7 million or 11.8%, from $149.8 million in
1997 to $167.5 million in 1997. The increases in "same station"
revenue from 1997 to 1998 and from 1996 to 1997 is due in part to
favorable ratings and a strong advertising environment.
The increase in radio broadcast operating expenses from 1997 to
1998, and from 1996 to 1997 is due primarily to expenses incurred
at those properties owned or operated during 1998 but not during
the comparable 1997 period, and during 1997 but not during the
comparable 1996 period, respectively. "Same station" broadcast
expenses increased by $23.0 million or 9.2% from $250.0 million
in 1997 to $273.0 million in 1998. For the 1996 to 1997
comparison, "same station" broadcast operating expenses increased
$8.2 million or 8.6% from $94.9 million in 1996 to $103.1 million
in 1997. The increases between years was the result of increased
payroll, programming and selling costs.
Depreciation and amortization expense increased from 1997 to
1998, as well as from 1996 to 1997 due to acquisitions made
during 1997 and 1998.
Operating income increased from 1997 to 1998, as well as from
1996 to 1997 as a result of the acquisitions made throughout 1997
and 1998, and to a lesser extent, increases in "same station"
operating performance.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS, Continued
Discussion of Other Statement of Operations Data
Interest expense increased from 1997 to 1998, and from 1996 to
1997 due to increases in outstanding debt incurred in connection
with the Company's acquisitions.
The gain on sale of assets in 1998 resulted primarily from the
exchange of two radio stations in San Diego, California and three
radio stations in Columbus, Ohio in August 1998. The gain on the
sale of assets in 1997 resulted primarily from the sale of the
Company's investment in warrants in February 1997 and in an
equity security in May 1997. The 1996 gain was a result of the
sale of two FM radio stations in Knoxville.
Income tax expense increased from 1997 to 1998 due to
approximately $14.8 million in deferred tax expense related to
gains recorded on the exchange of certain radio stations. The
increase from 1996 to 1997 was due to an increase in the
effective tax rate as a result of an increase in non-deductible
goodwill resulting from acquisitions.
The Company recognized extraordinary losses in 1997 and 1996
related to the write off of debt financing costs due to
significant amendments to the Company's Credit Facility (See Note
7 in the Notes to Consolidated Financial Statements).
Year 2000 Computer System Compliance
The year 2000 issue (Y2K) is the result of computer programs
written with date sensitive codes that contain two digits (rather
than four) to define the year. As the year 2000 approaches,
certain computer systems may be unable to accurately process
certain date-based information as the program may interpret the
year 2000 as 1900. In connection with this date change, the
Company's management has developed a formal, enterprise-wide
strategic plan to ensure that computer systems are Y2K compliant.
The Company's compliance plan has four phases consisting of
awareness, assessment, remediation and testing. The Company is
in various stages of completing each phase as a result of its
continued growth through acquisitions.
The Company has substantially completed the Y2K assessment phase
of its computer, broadcast and environmental systems, redundant
power systems and other critical systems including: (i) digital
audio systems (ii) traffic scheduling and billing systems (iii)
accounting and financial reporting systems, and (iv) local and
wide area networking infrastructure. Various insignificant
systems and other immaterial acquisitions are still in the
assessment phase, which will be completed throughout the first
and second quarter of 1999. The Company has also initiated
formal communication with all of its key business partners to
identify their exposure to the year 2000 issue. Key business
partners include local and national advertisers, suppliers of
communications services, financial institutions and suppliers of
utilities. This part of the assessment has targeted external
risks related to Y2K and is still in process. External risks
identified through the assessment phase include loss of power and
communication links that are not subject to the Company's
control. The Company is in the process of developing power and
communications contingency plans for each broadcast area. This
is expected to be completed by the fourth quarter of 1999.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS, Continued
The remediation phase is approximately 40% complete for critical
systems within the Company's control. Activities in this phase
include the actual repair, replacement, or upgrade of the
Company's systems based on the findings of the assessment phase.
Systems still in the remediation phase include various traffic
systems and transmission equipment; however, the Company has
identified and decided on Y2K compliant versions to upgrade or
replace existing hardware and software. This remediation process
for critical systems will be completed by the end of the second
quarter of 1999. Other non-critical systems are also in the
remediation phase and will not require the expenditure of
significant resources. Remediation of these systems will be
completed after the critical systems by the end of the third
quarter of 1999.
The final project phase, the testing phase, will include the
actual testing of the enhanced and upgraded systems and will be
completed by the end of the third quarter of 1999. This process
includes internal and external user review and confirmation, as
well as unit testing and integration testing with other systems
interfaces. Certain critical systems have already been
successfully tested after remediation, and such remediation can
be applied to other systems where needed. Based on the Company's
knowledge of its critical systems and other certified Y2K
compliant industry specific software (i.e., traffic systems)
significant contingency planning for such systems is not
anticipated to be needed, but will be developed in a timely
manner, if necessary.
The Company anticipates minimal business disruption from both
external and internal factors. However, possible risks include,
but are not limited to, loss of power and communication links
which are not subject to the Company's control. The Company
believes that its Y2K compliance issues will be resolved on a
timely basis and that any related costs will not have a material
impact on the Company's operations, cash flows, or financial
condition of future periods. The costs incurred in the
assessment phase are primarily internal costs, which have been
expensed as incurred and are immaterial. Internal costs will
continue to be expensed as incurred and will not be significantly
greater than those incurred in 1998. Costs in the remediation
phase include replacement of certain computer hardware and
software, which were less than $1 million in 1998, and are
included in the capital expenditures of the Company.
Recent Pronouncements
On January 1, 1999, the Company adopted AICPA Statement of
Position (SOP) 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use," issued in March
1998. SOP 98-1 requires the capitalization of certain
expenditures for software that are purchased or internally
developed for use in the business. The Company believes the
implementation of SOP 98-1 will not have a material impact on its
financial reporting.
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133 ("SFAS 133"),
"Accounting for Derivative Instruments and Hedging Activities."
SFAS 133 requires that an entity recognize all derivatives as
either assets or liabilities in the balance sheet and measure
such instruments at fair value. The statement is effective for
fiscal quarters of fiscal years beginning after June 15, 1999.
The Company currently has no derivative instruments or hedging
activities.
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk
Item 7A is not applicable to the Company.
Item 8. Financial Statements and Supplementary Data
Page
Report of Independent Accountants 55
Consolidated Balance Sheets: December 31, 1998 and 1997 56
Consolidated Statements of Operations and Comprehensive Income:
Years ended December 31, 1998, 1997 and 1996 57
Consolidated Statements of Shareholders' Equity:
Years ended December 31, 1998, 1997 and 1996 59
Consolidated Statements of Cash Flows:
Years ended December 31, 1998, 1997 and 1996 61
Notes to Consolidated Financial Statements 63
Quarterly Financial Data 91
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and
Board of Directors of
Jacor Communications, Inc.
In our opinion, the accompanying consolidated balance sheets and
the related consolidated statements of operations and
comprehensive income, shareholders' equity and cash flows present
fairly, in all material respects, the financial position of Jacor
Communications, Inc. and its subsidiaries at December 31, 1998
and 1997, and the results of their operations and their cash
flows for each of the three years in the period ended December
31, 1998, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of
the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with
generally accepted auditing standards which 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed
above.
PricewaterhouseCoopers LLP
Cincinnati, Ohio
February 12, 1999
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
(In thousands, except share amounts)
1998 1997
ASSETS
Current assets:
Cash and cash equivalents $ 20,051 $ 28,724
Accounts receivable, less allowance for
doubtful accounts of $8,303 in 1998
and $6,195 in 1997 201,466 135,073
Prepaid expenses and other 32,796 33,790
Total current assets 254,313 197,587
Property and equipment, net 281,049 206,809
Intangible assets, net 2,749,348 2,104,221
Other assets 135,998 93,261
Total assets $ 3,420,708 $ 2,601,878
LIABILITIES
Current liabilities:
Current portion long-term debt $ 35,000 $ -
Accounts payable 20,015 17,294
Accrued expenses and other 86,184 68,971
Accrued payroll 16,238 15,246
Accrued income taxes 5,963 16,738
Total current liabilities 163,400 118,249
Long-term debt 1,289,574 987,500
Liquid Yield Option Notes 306,202 125,300
Deferred tax liability 345,478 338,867
Other liabilities 112,988 115,611
Commitments and contingencies
SHAREHOLDERS' EQUITY
Preferred stock, authorized and unissued
4,000,000 shares - -
Common stock, no par value, $0.01 per share
stated value; authorized 100,000,000
shares, issued and outstanding shares:
51,184,217 in 1998 and 45,689,677 in 1997 512 457
Additional paid-in capital 1,124,057 863,086
Common stock warrants 30,819 31,500
Accumulated other comprehensive income 25,428 -
Retained earnings 22,250 21,308
Total shareholders' equity 1,203,066 916,351
Total liabilities and
shareholders' equity $ 3,420,708 $ 2,601,878
The accompanying notes are an integral
part of the consolidated financial statements.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
for the years ended December 31, 1998, 1997 and 1996
(In thousands, except per share amounts)
1998 1997 1996
Broadcast revenue $ 850,720 $ 595,229 $ 250,461
Less agency commissions 96,252 64,655 26,700
Net revenue 754,468 530,574 223,761
Broadcast operating expenses 497,861 356,783 151,065
Depreciation and amortization 120,392 78,485 23,404
Corporate general and
administrative expenses 19,684 14,093 9,932
Operating income 116,531 81,213 39,360
Interest expense (107,295) (82,315) (32,244)
Gain on sale of assets 10,896 11,135 2,539
Other income 12,248 3,452 6,342
Other expense (3,338) (481) (626)
Income before
income taxes and
extraordinary loss 29,042 13,004 15,371
Income tax expense (28,100) (9,600) (7,300)
Income before
extraordinary loss 942 3,404 8,071
Extraordinary loss, net
of income tax benefit - (7,456) (2,966)
Net income (loss) 942 (4,052) 5,105
Other comprehensive income
(loss) before tax:
Unrealized gains on securities 42,380 2,697 3,403
Less: reclassification adjustment
for gains included in net
income - (6,100) -
Other comprehensive income,
before tax 42,380 (3,403) 3,403
Income tax (expense) benefit
related to items of other
comprehensive income (16,952) 1,361 (1,361)
Other comprehensive income
(loss), net of tax 25,428 (2,042) 2,042
Comprehensive income (loss) $ 26,370 $ (6,094) $ 7,147
(Continued)
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
for the years ended December 31, 1998, 1997 and 1996
(In thousands, except per share amounts)
(Continued)
1998 1997 1996
Basic net income (loss)
per common share:
Before extraordinary loss $ .02 $ .08 $ .32
Extraordinary loss - (.18) (.12)
Net income (loss)
per common share $ .02 $(.10) $ .20
Diluted net income (loss)
per common share:
Before extraordinary loss $ .02 $ .08 $ .30
Extraordinary loss - (.18) (.11)
Net income (loss)
per common share $ .02 $(.10) $ .19
Number of common shares used
in Basic calculation 50,389 40,460 25,433
Number of common shares used
in Diluted calculation 54,565 42,163 26,442
The accompanying notes are an integral
part of the consolidated financial statements.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
for the years ended December 31, 1998, 1997 and 1996
(In thousands)
Accumulated
Common Stock Additional Common Other
Shares Stated Paid-In Stock Comprehensive Retained
Value Capital Warrants Income Earnings Total
- ---------------------------------------------------------------------------------------------
Balances,
December 31,
1995 18,157 $182 $118,248 $ 388 - $20,255 $139,073
Common stock
offering 11,250 113 301,636 - - - 301,749
Employee stock
purchases 48 - 672 - - - 672
Exercise of
stock options 106 1 650 - - - 651
Conversion of
warrants 1,726 17 14,704 (374) - - 14,347
Purchase of
warrants - - (5,080) (14) - - (5,094)
Issuance of
warrants - - - 26,500 - - 26,500
Other
comprehensive
income - - - - $2,042 - 2,042
Stock related
compensation - - 1,891 - - - 1,891
Net income - - - - - 5,105 5,105
- ---------------------------------------------------------------------------------------------
Balances,
December 31,
1996 31,287 313 432,721 26,500 2,042 25,360 486,936
Common stock
offering 8,321 83 246,079 - - - 246,162
Stock issued for
acquisitions 5,774 58 179,370 - - - 179,428
Employee stock
purchases 87 1 2,137 - - - 2,138
Exercise of
stock options 220 2 3,030 - - - 3,032
Issuance of
warrants - - - 5,000 - - 5,000
Other
comprehensive
income - - - - (2,042) - (2,042)
Other - - (251) - - - (251)
Net loss - - - - - (4,052) (4,052)
- ---------------------------------------------------------------------------------------------
Balances,
December 31,
1997 45,689 $457 $863,086 $31,500 - $21,308 $916,351
- ---------------------------------------------------------------------------------------------
(Continued)
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
for the years ended December 31, 1998, 1997 and 1996
(In thousands)
(Continued)
Accumulated
Common Stock Additional Common Other
Shares Stated Paid-In Stock Comprehensive Retained
Value Capital Warrants Income Earnings Total
- ---------------------------------------------------------------------------------------------
Balances,
December 31,
1997 45,689 $457 $863,086 $31,500 - $21,308 $916,351
Common stock
offering 5,073 51 244,888 - - - 244,939
Employee stock
purchases 70 - 3,080 - - - 3,080
Exercise of
stock options 277 3 4,707 - - - 4,710
Conversion of
warrants 70 1 3,504 (681) - - 2,824
Other
comprehensive
income - - - - $25,428 - 25,428
LYONs conversions 5 - 194 - - - 194
Other - - 4,598 - - - 4,598
Net income - - - - - 942 942
- ---------------------------------------------------------------------------------------------
Balances,
December 31,
1998 51,184 $512 $1,124,057 $30,819 $25,428 $22,250 $1,203,066
The accompanying notes are an integral part
of the consolidated financial statements.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended December 31, 1998, 1997 and 1996
(In thousands)
<CAPTION)
1998 1997 1996
Cash flows from operating activities:
Net income (loss) $ 942 $ (4,052) $ 5,105
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation 26,457 17,836 7,661
Amortization of intangible assets 93,935 60,649 15,743
Extraordinary loss - 7,456 2,966
Non-cash interest expense 17,227 6,618 4,327
Provision for bad debts
and other 2,108 1,155 1,870
Deferred income taxes 14,956 (6,648) (233)
Gain on sale of assets (10,896) (11,135) (2,539)
Changes in operating assets and
liabilities, net of effects
of acquisitions and disposals:
Accounts receivable (68,319) (37,495) (18,626)
Prepaid expenses and
other assets (1,451) (9,637) (4,076)
Accounts payable 2,720 4,694 10,054
Accrued expenses and other
liabilities 4,920 26,599 2,655
Net cash provided by
operating activities 82,599 56,040 24,907
(Continued)
The accompanying notes are an integral
part of the consolidated financial statements.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended December 31, 1998, 1997 and 1996
(In thousands)
(Continued)
1998 1997 1996
Cash flows from investing activities:
Capital expenditures $ (36,232) $ (19,980) $ (11,852)
Cash paid for acquisitions (786,992) (680,206) (826,302)
Deposits on broadcast stations (13,219) (51,410) (23,608)
Proceeds from sale of assets 10,400 93,263 6,595
Loans originated and other (10,000) - (4,097)
Net cash used by investing
activities (836,043) (658,333) (859,264)
Cash flows from financing activities:
Issuance of long-term debt 534,539 627,700 973,000
Issuance of common stock 249,243 248,433 431,898
Repayment of long-term debt (197,500) (310,200) (471,600)
Payment of financing costs (8,461) (13,659) (27,435)
Issuance of LYONs 166,950 - -
Other - 606 (806)
Net cash provided by
financing activities 744,771 552,880 905,057
Net (decrease) increase in cash
and cash equivalents (8,673) (49,413) 70,700
Cash and cash equivalents at
beginning of year 28,724 78,137 7,437
Cash and cash equivalents at
end of year $ 20,051 $ 28,724 $ 78,137
Supplemental disclosures of cash
flow information:
Cash paid for:
Interest $ 87,253 $ 72,191 $ 5,300
Income taxes $ 8,588 $ 5,383 $ 4,992
Supplemental schedule of non-cash
investing and financing activities:
Fair value of assets exchanged $ 258,566 $ 120,000 $170,000
Liabilities assumed in acquisitions $ 19,263 $ 120,325 $296,187
The accompanying notes are an integral
part of the consolidated financial statements.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS
Description of Business
The Company operates in a single reportable segment, radio,
which derives its revenue from the sale of commercial
broadcast inventory. The radio segment includes all of the
Company's radio stations owned or operated and Premiere, a
radio syndication business. The Company also aggregates
into the category "other", one television station and
several broadcast related businesses that provide market
research, traffic reporting and satellite connectivity.
As of December 31, 1998 the Company owned and/or operated
214 radio stations and one television station in 57
broadcast areas throughout the United States.
Principles of Consolidation
The accompanying consolidated financial statements include
the accounts of Jacor Communications, Inc. and its
subsidiaries. All significant intercompany accounts and
transactions have been eliminated.
Revenues
Revenues for commercial broadcasting advertisements are
recognized when the commercial is broadcast. Revenues from
syndicated program fees are recognized over the term of the
contracts.
Barter Transactions
Barter transactions are reported at the estimated fair value
of the product or service received. Revenue from barter
transactions (advertising provided in exchange for goods and
services) is recognized as income when advertisements are
broadcast, and merchandise or services received are charged
to expense when received or used. If merchandise or
services are received prior to the broadcast of the
advertising, a liability (deferred barter revenue) is
recorded. If the advertising is broadcast before the
receipt of the goods or services, a receivable is recorded.
Consolidated Statements of Cash Flows
For purposes of the consolidated statements of cash flows,
the Company considers all highly liquid investments with an
original maturity of three months or less, when purchased,
to be cash equivalents. The effect of barter transactions
has been eliminated.
Concentrations of Credit Risk
Financial instruments which potentially subject the Company
to concentrations of credit risk consist principally of
temporary cash investments and accounts receivable.
Concentrations of credit risk with respect to accounts
receivable are limited due to the large number of customers
comprising the Company's customer base and their dispersion
across many different geographic areas of the country.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS, Continued
Property and Equipment
Property and equipment are stated at cost less accumulated
depreciation; depreciation is provided on the straight-line
basis over the estimated useful lives of the assets as
follows:
Land improvements 20 Years
Buildings 25 Years
Equipment 3 to 20 Years
Furniture and fixtures 5 to 12 Years
Leasehold improvements Life of lease
Intangible Assets
Intangible assets are stated at cost less accumulated
amortization; amortization is provided principally on the
straight-line basis over the following lives:
FCC Broadcasting licenses 40 Years
Goodwill 40 Years
Contracts and other
intellectual property 3 to 25 Years
Effective January 1, 1996, the Company adopted Statement of
Accounting Standards (SFAS) No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of." Prior to 1996, the Company accounted for
the impairment of intangible assets under Accounting
Principles Board (APB) Opinion No. 17. The adoption of this
statement did not impact the Company's policy for reviewing
the carrying value of intangible assets.
The carrying value of intangible assets is reviewed by the
Company when events or circumstances suggest that the
recoverability of an asset may be impaired. If this review
indicates that goodwill, FCC licenses and other intangible
assets will not be recoverable, as determined based on the
undiscounted cash flows of the entity over the remaining
amortization period, the carrying value of the goodwill, FCC
licenses, and other intangible assets will be reduced to
their respective fair values.
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 of revenues
and expenses during the reporting periods. Actual results
could differ from those estimates.
Fair Value of Financial Instruments
The fair value of the Company's publicly traded debt is
based on quoted market prices. It was not practicable to
estimate the fair value of borrowings under the Company's
Credit Facility since there is no liquid market for this
debt.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS, Continued
Earnings Per Share
Basic earnings per share equals net earnings divided by the
weighted average number of common shares outstanding.
Diluted earnings per share equals net earnings divided by
the weighted average number of common shares outstanding
after giving effect to other dilutive securities.
Stock Based Compensation Plans
The Company accounts for its employee and director stock
based compensation plans in accordance with APB Opinion No.
25. The Company has elected not to adopt the cost
recognition provisions of Statement of Financial Accounting
Standards No. 123, ("SFAS 123") "Accounting for Stock Based
Compensation". The Company follows only the disclosure
provisions of SFAS 123 as permitted by the statement.
Reclassifications
Certain prior year amounts have been reclassed to conform to
1998 presentation. These changes had no impact on
previously reported results of operations or shareholders'
equity.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. CLEAR CHANNEL MERGER
On October 8, 1998 the Company entered into a definitive
merger agreement with Clear Channel Communications, Inc.
("Clear Channel") for a tax-free, stock for stock
transaction (the "Merger" or the "Clear Channel Merger").
Upon consummation of the Merger, each outstanding share of
Jacor common stock will be converted into Clear Channel
common stock, based upon the average closing price of Clear
Channel common stock during the twenty-five consecutive
trading days ending on the second trading day prior to the
closing date, as follows:
Average Closing Price of Clear Channel Stock Conversion Ratio
Less than or equal to $42.86........................... 1.400
Above $42.86 but less than or equal to $44.44.......... 1.400 to 1.350
Above $44.44 but less than $50.00...................... 1.350
If the average closing price is $50.00 or more, the
Conversion Ratio will be calculated as the quotient obtained
by dividing (A) $67.50 plus the product of .675 and the
amount by which the average closing price exceeds $50.00, by
(B) the average closing price. If the average closing price
is less than or equal to $37.50, the Merger agreement may be
terminated by the Company, upon notice to Clear Channel, on
one of the two trading days prior to the closing date.
Completion of the Merger is conditioned on, among other
things, stockholder approval and receipt of Federal
Communications Commission and other regulatory approvals.
The Company expects to consummate the Merger by September
30, 1999.
Upon consummation of the Merger, a change in control event
will have occurred with respect to covenants in the
Company's credit facility, liquid yield option notes and
each outstanding issue of the senior subordinated notes.
Such change in control would give the credit facility
lenders the right to require repayment of amounts borrowed
under the facility, and require the Company to offer
repayment of the senior subordinated notes at 101% of the
principal amount and the liquid yield option notes at their
issue price plus accrued original issue discount at such
date.
As a result of the Merger, all options and stock
appreciation rights for Jacor common stock not vested at the
effective time of the Merger become fully vested and
exercisable one day before the effective time of the Merger.
Clear Channel will assume all of these options and stock
appreciation rights on the same terms and conditions as were
applicable prior to the effective time of the Merger. The
holders may exercise such options and stock appreciation
rights for or with respect to shares of Clear Channel common
stock at an exercise price adjusted to reflect the exchange
ratio of the Merger.
In August 1998, the Company entered into an advisory
agreement with Equity Group Investments, Inc. ("EGI"), an
affiliate of the Company's largest stockholder, the
Zell/Chilmark Fund L.P., whereby the Company agreed to pay
EGI a fee equal to .75% of the equity value of the Company,
as defined in the advisory agreement, on any change in
control event. The Zell/Chilmark Fund L.P. has entered into
a voting agreement pursuant to which it agreed to vote its
shares in favor of the proposal to approve the Merger.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. ACQUISITIONS
Completed 1998 Acquisitions and Dispositions
Nationwide Related Transactions
In August 1998, the Company completed the acquisition of
substantially all broadcast related assets of Nationwide
Communications Inc. ("Nationwide") for total cash
consideration of approximately $555 million, of which $30.0
million was placed in escrow in 1997, plus acquisition
costs. Simultaneously with the Nationwide acquisition, but
in separate transactions, the Company effected the exchange
and sale of certain radio stations in order to satisfy
antitrust concerns raised by the Department of Justice in
connection with the Nationwide acquisition. For financial
reporting purposes, the Company recorded the exchange of
eight radio stations as sale transactions, receiving non-
cash consideration in the form of nine radio stations with
aggregate fair values of $195 million. Additionally, one
other radio station was sold for $10.l million in cash. The
Company recorded net pre-tax gains of $10.9 million, which
was measured by the difference between the fair value of the
radio stations exchanged or sold and the carrying value of
the properties. The Company believes that certain of the
transactions qualify as tax-deferred like-kind exchanges,
therefore, the income tax expense of approximately $14
million associated with the gains is included in the
deferred component of income tax expense. The radio
stations received in the exchange transactions were recorded
as purchase transactions at their respective fair values.
The following radio stations were included in the
transactions:
Stations Received
in Exchange
Stations Transaction or
Purchased from Exchanged Purchased from
Nationwide or Sold Other Parties
WCOL-FM, WFII-AM, WLVQ-FM, WAZU-FM, WMJI-FM, WMMS-FM
WNCI-FM (Columbus, OH) WHOK-FM (Columbus, OH) (Cleveland)
WPOC-FM (Baltimore) WKNR-FM (Cleveland) KUFX-FM (Fremont, CA)
WGAR-FM (Cleveland) KSGS-AM, KMJZ-FM WOCT-FM, WCAO-AM
(Minneapolis) (Baltimore)
KDMX-FM, KEGL-FM KKLQ-FM, KJQY-FM KLOU-FM, KSD-FM
(Dallas) (San Diego) (St. Louis)
KHMX-FM, KTBZ-FM KOME-FM
(Houston) (San Jose, CA)
KSGS-AM, KMJZ-FM WTAE-AM (Pittsburgh)
(Minneapolis)
KGLQ-FM, KZZP-FM
(Phoenix)
KMCG-FM, KXGL-FM
(San Diego)
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. ACQUISITIONS, Continued
Other Transactions
Also during 1998, the Company completed acquisitions of 47
radio stations in 10 existing and 17 new broadcast areas for
a purchase price consisting of approximately $237.0 million
in cash, of which $18.8 million was placed in escrow in
1997, and the assumption of approximately $10.7 million in
debt owed to wholly-owned subsidiaries of the Company.
The Company also completed two separate exchanges of
broadcast properties, exchanging five stations in two
broadcast areas for seven stations in two broadcast areas.
The Company sold six broadcast properties in three broadcast
areas for approximately $1.1 million in cash.
During 1998, the Company completed acquisitions of two
broadcasting service companies and the assets of five other
broadcasting service companies for a purchase price of
approximately $14.5 million in cash, a note payable of
approximately $0.8 million, plus additional contingent
consideration of up to $1.6 million payable over three
years.
Completed 1997 Acquisitions and Dispositions
During 1997, the Company completed acquisitions of 86 radio
stations in 33 broadcast areas for a purchase price
consisting of (i) $344.4 million in cash, of which $26.1
million was placed in escrow in 1996, (ii) the issuance of
approximately 4.3 million shares of common stock valued at
$126.8 million, and (iii) the issuance of warrants to
acquire 500,000 shares of common stock at $40 per share
valued at $5.0 million.
The Company also completed three separate like-kind
exchanges of broadcast properties, exchanging five stations
and net cash of $11.0 million, of which $3.6 million was
placed in escrow in 1996, for nine stations. The Company
sold two stations in two broadcast areas for $9.5 million.
In June, the Company acquired by merger Premiere, a company
that produces syndicated network radio programs and services
which it distributes in exchange for commercial broadcast
time that is resold to national advertisers. The total
consideration paid by the Company including payment for
certain Premiere warrants and stock options, was $189.8
million, consisting of $138.8 million in cash and the
issuance of 1,416,886 shares of common stock.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. ACQUISITIONS, Continued
In April 1997, the Company acquired substantially all the
assets relating to the broadcast distribution and related
print and electronic media publishing businesses of Radio-
Active Media (formerly EFM Media Management), for $50.0
million in cash. Additionally, in October 1997, the Company
acquired the rights to The Dr. Laura Program from Synergy
Broadcasting, Inc. and the assets of Multiverse Networks,
L.L.C., a network radio sales representation firm, for $71.5
million in cash.
The Company completed the acquisition of two additional
broadcasting service companies for a purchase price of
approximately $29.0 million.
All of the above acquisitions have been accounted for as
purchases. The excess cost over the fair value of net
assets acquired is being amortized over 40 years. The
results of operations of the acquired businesses are
included in the Company's financial statements since the
respective dates of acquisition. Assuming each of the 1998
and 1997 acquisitions had taken place at the beginning of
1997, unaudited pro forma consolidated results of operations
would have been as follows:
Pro Forma (Unaudited)
Year Ended December 31,
1998 1997
Net revenue $824,616 $714,853
Net loss before extraordinary loss (9,568) (14,263)
Diluted loss per common share
before extraordinary loss $(.19) $(.28)
These unaudited pro forma amounts do not purport to be
indicative of the results that might have occurred if the
foregoing transactions had been consummated on the indicated
dates.
Acquisitions Completed Subsequent to December 31, 1998
The Company purchased the FCC licenses and substantially all
of the assets of 21 and the stock of two radio stations in
two existing and nine new broadcast areas and the FCC
license and substantially all of the assets of one
television station in one new broadcast area for
approximately $106.9 million in cash, of which approximately
$10.0 million was placed in escrow in 1997 and 1998.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. ACQUISITIONS, Continued
Pending Acquisitions and Dispositions
As of March 5, 1999, the Company has entered into agreements
to purchase FCC licenses and substantially all of the
broadcast assets of 13 stations and the stock of one station
in six of the Company's existing broadcast areas and in
three new broadcast areas for a total purchase price of
approximately $22.3 million in cash, of which $2.6 million
has already been paid in escrow through December 31, 1998.
In connection with the Clear Channel Merger (See Footnote 2)
the Company has signed letters of intent to divest of five
stations in Louisville, Kentucky and the format of one and
FCC license of another station in Tampa, Florida. These
dispositions will close simultaneously with the Clear
Channel Merger.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. PROPERTY AND EQUIPMENT
Property and equipment at December 31, 1998 and 1997 consist
of the following (in thousands):
1998 1997
Land and land improvements $ 28,043 $ 21,128
Buildings 34,671 26,077
Equipment 239,861 162,885
Furniture and fixtures 23,040 19,919
Leasehold improvements 10,587 8,006
336,202 238,015
Less accumulated depreciation (55,153) (31,206)
$281,049 $206,809
5. INTANGIBLE ASSETS
Intangible assets at December 31, 1998 and 1997 consist of
the following (in thousands):
1998 1997
Broadcasting licenses $2,077,776 $1,465,020
Goodwill 452,720 404,684
Contracts and other
intellectual assets 400,674 331,171
2,931,170 2,200,875
Less accumulated amortization (181,822) (96,654)
$2,749,348 $2,104,221
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. OTHER ASSETS
The Company's other assets at December 31, 1998 and 1997
consist of the following (in thousands):
1998 1997
Deferred finance costs $ 32,607 $ 24,497
Deposits on broadcast properties 38,961 51,410
Marketable securities 27,428 -
Other 37,002 17,354
$135,998 $ 93,261
At December 31, 1998 the Company recorded an unrealized
gain, net of tax, of $25.4 million on an investment in a
marketable equity security. In January 1999 the Company sold
the investment and recognized a pretax gain of $83.5
million.
Included in Other at December 31, 1998 is a $9.2 million
note receivable from a company which provides real estate
services to Jacor, and employs a Director of Jacor in a
principal position.
JACOR COMMUNICATIONS,INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. LONG-TERM DEBT
The Company's debt obligations at December 31, 1998 and 1997
consist of the following (in thousands):
1998 1997
Credit Facility borrowings........ $ 750,000 $567,500
10 1/8% Senior Subordinated Notes,
due 2006....................... 100,000 100,000
9 3/4% Senior Subordinated Notes,
due 2006....................... 170,000 170,000
8 3/4% Senior Subordinated Notes,
due 2007....................... 150,000 150,000
8% Senior Subordinated Notes,
due 2010....................... 119,574 -
$1,289,574 $987,500
Credit Facility
The Company, through Jacor Communications Company ("JCC"),
has a $1.15 billion credit facility (the "Credit Facility")
with a group of banks and other financial institutions. The
Credit Facility consists of two components: (i) a revolving
credit facility ("Revolving Credit Facility") of up to
$750.0 million with a mandatory commitment reduction of
$50.0 million on June 30, 2000 continuing semi-annually
through June 2003, and a final maturity date of December 31,
2004; and (ii) a term loan ("Term Loan") of up to $400.0
million with a scheduled reduction of $35.0 million on
December 31, 1999 with increasing semi-annual reductions
thereafter and a final maturity date of December 31, 2004.
Amounts repaid or prepaid under the Term Loan may not be
reborrowed. At December 31, 1998, the Company had $400.0
million of outstanding indebtedness under the Term Loan,
$385.0 million of outstanding indebtedness under the
Revolving Credit Facility and available borrowings of $365.0
million.
The loans under the Credit Facility are guaranteed by each
of the Company's direct and indirect subsidiaries other than
certain immaterial subsidiaries. JCC's obligations under
the Credit Facility are collateralized by a first priority
lien on the capital stock of the Company's subsidiaries, an
assignment of all intercompany debt and of certain time
brokerage agreements, and by the guarantee of JCC's parent
company, Jacor Communications, Inc. ("Jacor").
The Credit Facility bears interest at a rate that
fluctuates, with an applicable margin ranging from 0.00% to
a maximum of 1.75%, based on the Company's ratio of total
debt to earnings before interest, taxes, depreciation and
amortization for the four consecutive fiscal quarters then
most recently ended (the "Leverage Ratio"), plus a bank base
rate or a Eurodollar base rate, as applicable. At December
31, 1998, the average interest rate on Credit Facility
borrowings was 6.20%. The Company pays interest on the
unused portion of the Revolving Credit Facility at a rate
ranging from 0.250% to 0.375% per annum, based on the
Company's Leverage Ratio.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. LONG-TERM DEBT, Continued
The Credit Facility contains covenants and provisions that
restrict, among other things, the Company's ability to: (i)
incur additional indebtedness; (ii) incur liens on its
property; (iii) make investments and advances; (iv) enter
into guarantees and other contingent obligations; (v) merge
or consolidate with or acquire another person or engage in
other fundamental changes; (vi) engage in certain sales of
assets; (vii) engage in certain transactions with
affiliates; and (viii) make restricted junior payments. The
Credit Facility also requires the satisfaction of certain
financial performance criteria (including a consolidated
interest coverage ratio, a debt-to-operating cash flow ratio
and a consolidated operating cash flow available for fixed
charges ratio) and the repayment of loans under the Credit
Facility with proceeds of certain sales of assets and debt
issuances.
In 1997, the Company recognized an extraordinary loss of
approximately $7.5 million, net of income tax credit,
related to the write off of debt financing costs due to
significant amendments to the Company's Credit Facility.
10 1/8% Senior Subordinated Notes Due 2006
Interest on the 10 1/8% Senior Subordinated Notes (the "10
1/8% Notes") is payable semi-annually. The 10 1/8% Notes
will be redeemable at the option of the Company, in whole or
in part, at any time on or after June 15, 2001. The
redemption prices commence at 105.063% and are reduced by
1.688% annually until June 15, 2004 when the redemption
price is 100%. At December 31, 1998, the market value of
the 10 1/8% Notes exceeded carrying value by approximately
$11.5 million. At December 31, 1997 the market value of the
10 1/8% Notes exceeded carrying value by approximately $8.6
million.
9 3/4% Senior Subordinated Notes Due 2006
Interest on the 9 3/4% Senior Subordinated Notes (the "9
3/4% Notes") is payable semi-annually. The 9 3/4% Notes
will be redeemable at the option of the Company, in whole or
part, at any time on or after December 15, 2001. The
redemption prices commence at 104.875% and are reduced by
1.625% annually until December 15, 2004 when the redemption
price is 100%. At December 31, 1998, the market value of
the 9 3/4% Notes exceeded carrying value by approximately
$17.9 million. At December 31, 1997 the market value of the
9 3/4% Notes exceeded carrying value by approximately $12.1
million.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. LONG-TERM DEBT, Continued
8 3/4% Senior Subordinated Notes Due 2007
In June 1997, the Company completed an offering of $150
million of its 8 3/4% Senior Subordinated Notes (the "8 3/4%
Notes"). The 8 3/4% Notes will mature on June 15, 2007.
Interest on the 8 3/4% Notes is payable semi-annually on
June 15 and December 15 of each year, commencing December
15, 1997. The 8 3/4% Notes will be redeemable at the option
of the Company, in whole or in part, at any time on or after
June 15, 2002. The redemption prices commence at 104.375%
and are reduced by 1.458% annually until June 15, 2005 when
the redemption price is 100%. At December 31, 1998 the
market value of the 8 3/4% Notes exceeded carrying value by
approximately $11.6 million. At December 31, 1997, the
market value of the 8 3/4% Notes exceeded carrying value by
approximately $3.8 million.
8% Senior Subordinated Notes Due 2010
In February 1998, the Company completed an offering of $120
million of its 8% Senior Subordinated Notes (the "8%
Notes"). The 8% Notes will mature on February 15, 2010.
Interest on the 8% Notes is payable semi-annually on
February 15 and August 15 of each year, commencing August
15, 1998. The 8% Notes will be redeemable at the option of
the Company, in whole or in part, at any time on or after
February 15, 2003. The redemption prices commence at 104.0%
and are reduced by 0.8% annually until February 2008 when
the redemption price is 100%. At December 31, 1998 the
market value of the 8% Notes exceeded carrying value by
approximately $6.6 million.
The 10 1/8% Notes, 9 3/4% Notes, 8 3/4% Notes, and 8% Notes
(the "Notes") are obligations of JCC, and are jointly and
severally, fully and unconditionally guaranteed on a senior
subordinated basis by Jacor and by all of the Company's
subsidiaries (the "Subsidiary Guarantors"). JCC is a wholly-
owned subsidiary of Jacor and the Subsidiary Guarantors are
wholly-owned subsidiaries of JCC. Separate financial
statements of JCC and each of the Subsidiary Guarantors are
not presented because Jacor believes that such information
would not be material to investors. The direct and indirect
non-guarantor subsidiaries of Jacor are inconsequential,
both individually and in the aggregate. Additionally, there
are no current restrictions on the ability of the Subsidiary
Guarantors to make distributions to JCC, except to the
extent provided by law generally. JCC's credit facility and
the terms of the indentures governing the Notes do restrict
the ability of JCC and of the Subsidiary Guarantors to make
distributions to the Registrant.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. LONG-TERM DEBT, Continued
Summarized financial information with respect to Jacor and
with respect to the Subsidiary Guarantors on a combined
basis as of December 31, 1998 and 1997 and for each of the
three years in the period ended December 31, 1998; and with
respect to JCC as of December 31, 1998 and 1997 and for the
years ended December 31, 1998, December 31, 1997 and for the
period from June 6, 1996 to December 31, 1996 is as follows:
Jacor ___ ___JCC__ _____
1998 1997 1996 1998 1997 1996
Operating Statement
Data (in thousands):
Net revenue - - - - - -
Equity in earnings
of subsidiaries $ 1,277 $ (1,958) $ 10,237 $ 967 $ 3,191 $11,864
Operating (loss)
income (18,954) (15,387) 305 967 3,191 11,864
Income (loss) before
extraordinary items 942 (4,052) 5,105 1,277 5,498 13,203
Net income (loss) 942 (4,052) 5,105 1,277 (1,958) 10,237
Balance Sheet Data
(in thousands):
Current assets $ 6,090 $ 1,316 - $ 27,634 $ 41,203 -
Non-current assets 1,622,014 1,165,970 - 2,884,237 2,122,648 -
Current liabilities 22,075 28,853 - 13,771 13,184 -
Non-current
liabilities 402,964 222,082 - 2,224,921 1,478,765 -
Shareholders' equity 1,203,065 916,351 - 673,179 671,902 -
Statement of Cash
Flow Data (in thousands):
Operating activities $(19,234) $(13,643) $(9,482) $ 8,460 $ 2,521 $ 5,266
Investing activities (2,597) 88,460 2,098 (800,211) (731,616) (849,910)
Financing activities 22,444 (76,278) 7,384 782,465 683,829 915,345
Net change in cash and
cash equivalents 613 (1,461) - (9,286) (45,266) 70,701
Cash and cash equivalents
at beginning of period (613) 848 - 29,337 74,603 7,436
Cash and cash equivalents
at end of period - (613) - 20,051 29,337 78,137
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. LONG-TERM DEBT, Continued
Combined
Subsidiary Guarantors
1998 1997 1996
Operating Statement
Data (in thousands):
Net revenue $ 754,468 $ 530,574 $223,761
Equity in earnings
of subsidiaries - - -
Operating income 136,762 95,306 49,292
Income before
extraordinary items 967 3,191 11,864
Net income 967 3,191 11,864
Balance Sheet Data
(in thousands):
Current assets $ 220,589 $ 155,068 -
Non-current assets 3,200,118 2,446,810 -
Current liabilities 92,554 76,212 -
Non-current
liabilities 2,125,088 1,609,315 -
Shareholders' equity 1,203,065 916,351 -
Statement of Cash Flow
Data (in thousands):
Operating activities $ 93,373 $ 67,162 $ 29,123
Investing activities (33,235) (15,177) (11,452)
Financing activities (60,138) (54,671) (17,671)
Net change in cash and
cash equivalents - (2,686) -
Cash and cash equivalents
at beginning of period - 2,686 -
Cash and cash equivalents
at end of period - - -
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. LIQUID YIELD OPTION NOTES
1998 Liquid Yield Option Notes
In February 1998, the Company issued 4 3/4% Liquid Yield
Option Notes ("1998 LYONs") due 2018 in the aggregate
principal amount at maturity of $426.9 million. Each 1998
LYON had an issue price of $391.06 and a principal amount at
maturity of $1,000. At December 31, 1998 the accreted value
of the 1998 LYONs was $174.1 million which included $7.2
million of interest accreted during 1998.
Each 1998 LYON is convertible, at the option of the holder,
at any time on or prior to maturity, into common stock at a
conversion rate of 6.245 shares per 1998 LYON.
The 1998 LYONs are not redeemable by the Company prior to
February 9, 2003. Thereafter, the LYONs are redeemable for
cash at any time at the option of the Company, in whole or
in part, at redemption prices equal to the issue price plus
accrued original issue discount to the date of redemption.
The 1998 LYONs can be purchased by the Company, at the
option of the holder, on February 9, 2003, February 9, 2008,
and February 9, 2013 for a purchase price of $494.52,
$625.35 and $790.79 (representing issue price plus accrued
original issue discount to each date), respectively,
representing a 4 3/4% yield per annum to the holder on such
date. The Company, at its option, may elect to pay the
purchase price on any such purchase date in cash or common
stock, or any combination thereof.
At December 31, 1998 the market value of the 1998 LYONs
exceeded the carrying value by approximately $31.3 million.
1996 Liquid Yield Option Notes
In June 1996, the Company issued 5 1/2% Liquid Yield Option
Notes ("1996 LYONs") due 2011 in the aggregate principal
amount at maturity of $259.9 million. Each 1996 LYON had an
issue price of $443.14 and a principal amount at maturity of
$1,000. At December 31, 1998 the accreted value of the 1996
LYONs was $132.1 million which included $7.0 million of
interest accreted during 1998. At December 31, 1997 the
accreted value of the 1996 LYONs was $125.3 million which
included $6.6 million of interest accreted during 1997.
Each 1996 LYON is convertible, at the option of the holder,
at any time on or prior to maturity, into Common Stock at a
conversion rate of 13.412 shares per 1996 LYON.
The 1996 LYONs are not redeemable by the Company prior to
June 12, 2001. Thereafter, the 1996 LYONs are redeemable for
cash at any time at the option of the Company, in whole or
in part, at redemption prices equal to the issue price plus
accrued original issue discount to the date of redemption.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. LIQUID YIELD OPTION NOTES, Continued
The 1996 LYONs can be purchased by the Company, at the
option of the holder, on June 12, 2001 and June 12, 2006,
for a purchase price of $581.25 and $762.39 (representing
issue price plus accrued original issue discount to each
date), respectively, representing a 5 1/2% yield per annum
to the holder on such date. The Company, at its option, may
elect to pay the purchase price on any such purchase date in
cash or common stock, or any combination thereof.
At December 31, 1998, the market value of the 1996 LYONs
exceeded the carrying value by approximately $99.9 million.
At December 31, 1997, the market value of the 1996 LYONs
exceeded the carrying value by approximately $64.4 million.
9. CAPITAL STOCK
Common Stock
In February 1998, the Company completed an offering of
5,073,000 shares of common stock at $50.50 per share net of
underwriting discounts of $2.02 per share. Net proceeds to
the Company were approximately $244.9 million.
Warrants
In connection with a 1997 acquisition, the Company issued
warrants to acquire 500,000 shares of common stock with an
exercise price of $40 per share. The warrants expire in
February 2002.
In connection with a 1996 acquisition, the Company issued
warrants to acquire 4,400,000 shares of common stock with an
exercise price of $28 per share. The warrants expire in
September 2001.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. STOCK BASED COMPENSATION PLANS
1993 Stock Option Plan
Under the Company's 1993 stock option plan (the "1993
Plan"), options to acquire up to 2,769,218 shares of common
stock can be granted to directors, officers and key
employees at no less than the fair market value of the
underlying stock on the date of grant. The 1993 Plan
permits the granting of non-qualified stock options (NQSOs)
as well as incentive stock options(ISOs). Between 25% and
30% of the options vest on the date of grant and between 20%
and 30% vest on each of the next three anniversaries of the
grant date. Options expire 10 years after grant and the
plan will terminate no later than February 7, 2003. At
December 31, 1998, 618 shares were available for grant.
1997 Long-Term Incentive Stock Plan
The 1997 Long-Term Incentive Stock Plan ("the Long-Term
Plan") authorizes the issuance of up to 1,800,000 shares of
Common Stock pursuant to the grant or exercise of stock
options, including NQSOs and ISOs, restricted stock, stock
appreciation rights (SARs), and certain other instruments to
executive officers and other key employees, subject to board
approval and certain other restrictions. Stock options may
not be granted at less than the fair market value of the
underlying stock on the date of grant. Twenty-five percent
of the options vest on the date of the grant and 25% vest on
each of the next three anniversaries of the grant date.
Options expire 10 years after grant. At December 31, 1998,
284,512 shares were available for grant.
1997 Non-Employee Directors Stock Plan and Stock Purchase
Plan
The 1997 Non-Employee Directors Stock Plan (the "Directors
Stock Plan") authorizes the issuance of up to 350,000 shares
of Jacor Common Stock pursuant to the grant or exercise of
NQSOs, SARs, restricted stock and other performance
instruments. Stock options may not be granted at less than
the fair market value of the underlying stock on the date of
grant. Twenty-five percent of the options vest on the date
of the grant and 25% vest on each of the next three
anniversaries of the grant date. Options expire 10 years
after grant. At December 31, 1998, 270,000 shares were
available for grant. Also, the Company adopted a stock
purchase plan for its non-employee directors authorizing the
issuance of up to 150,000 shares of Jacor common stock.
Stock may be purchased at a 15% discount from fair value and
purchases are limited to $100,000 per director in a calendar
year.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. STOCK BASED COMPENSATION PLANS, Continued
Information pertaining to the plans for the years ended
December 31, 1996, 1997 and 1998 is as follows:
Number of Weighted Average
Shares Exercise Price
1996:
Outstanding at beginning of year.. 1,568,520 $ 7.52
Granted........................... 594,500 $23.63
Exercised......................... (106,410) $ 6.10
Outstanding at end of year........ 2,056,610 $12.26
Exercisable at end of year........ 1,507,000 $ 8.68
Available for grant at end of year 523,118
1997:
Outstanding at beginning of year.. 2,056,610 $12.26
Granted........................... 1,196,188 $24.92
Exercised......................... (212,679) $11.61
Surrendered....................... (15,490) $26.71
Outstanding at end of year........ 3,024,629 $17.20
Exercisable at end of year........ 2,228,095 $13.72
Available for grant at end of year 1,476,930
1998:
Outstanding at beginning of year.. 3,024,629 $17.20
Granted........................... 921,800 $53.31
Exercised......................... (245,698) $15.32
Surrendered....................... (9,083) $22.52
Outstanding at end of year........ 3,691,648 $26.33
Exercisable at end of year........ 2,435,686 $18.37
Available for grant at end of year 555,130
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. STOCK BASED COMPENSATION PLANS, Continued
The fair value of each stock option granted is estimated on
the date of grant using the Black-Scholes option-pricing
model with the following assumptions for grants in 1998,
1997 and 1996, respectively: risk-free interest rates are
different for each grant and range from 5.24% to 6.51%; the
expected lives of options are 5 years; and volatility of
approximately 35% for all grants. A summary of the fair
value of options granted in 1998, 1997 and 1996 follows:
1998 1997 1996
Weighted-average fair value of
options granted at-the-money $30.87 $12.26 $ 9.42
Weighted-average fair value of
options granted at a premium - - $ 8.46
Weighted-average fair value of
options granted at a discount - $28.15 -
Weighted-average fair value of all
options granted during the year $30.87 $16.29 $ 9.07
The options granted at a discount in 1997 were related to
approximately 304,000 options outstanding to purchase
Premiere common stock, which were converted to equivalent
Jacor NQSOs at the time of the merger.
The following table summarizes information about stock
options outstanding at December 31, 1998:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
Weighted Weighted Weighted
Range of Number Average Average Number Average
Exercise Outstanding Remaining Exercise Exercisable Exercise
Prices at 12/31/98 Life Price at 12/31/98 Price
$5.74 to $9.65 1,109,172 4.32 $ 6.10 1,109,172 $ 6.10
$12.70 to $19.96 300,929 6.48 $15.98 295,929 $15.93
$21.25 to $30.66 1,313,247 8.13 $26.46 779,260 $25.93
$37.25 to $45.94 49,000 8.55 $39.57 24,500 $39.80
$52.87 to $60.66 919,300 9.09 $53.28 226,825 $53.28
$ 5.74 to $60.66 3,691,648 8.26 $26.34 2,435,686 $18.40
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. STOCK BASED COMPENSATION PLANS, Continued
Employee Stock Purchase Plan
Under the 1995 Employee Stock Purchase Plan, the Company is
authorized to issue up to 700,000 shares of common stock to
its full-time and part-time employees, all of whom are
eligible to participate. Under the terms of the Plan,
employees can choose each year to have up to 10 percent of
their annual base earnings withheld to purchase the
Company's common stock. The purchase price of the stock is
85% of the lower of its beginning-of-period or end-of-period
market price. Under the Plan, the Company sold 66,151
shares for approximately $43.80 per share and 3,441 shares
for approximately $52.06 per share in 1998, 74,767 shares
for approximately $23.27 per share and 12,376 shares for
approximately $32.19 per share in 1997 and 47,232 shares for
$14.24 per share in 1996. The fair market value of the right
to acquire common stock under the Stock Purchase Plan was
$15.74 per share granted on January 1 and $15.73 per share
granted on July 1 in 1998, $8.40 per share granted on
January 1 and $9.80 per share granted on July 1 in 1997 and
$4.81 per share in 1996.
Had the compensation cost for the Company's stock-based
compensation plans been determined consistent with SFAS 123,
the Company's net income (loss) and net income (loss) per
common share for 1998, 1997 and 1996 would approximate
amounts below (in thousands, except per share amounts):
1998 1997 1996
Net income (loss):
As reported $ 942 $ (4,052) $ 5,105
Pro forma $(17,729) $(10,691) $ 3,826
Diluted net income (loss) per
common share:
As reported $ 0.02 $ (0.10) $ 0.19
Pro forma $ (0.31) $ (0.25) $ 0.14
In 1996, the Company recorded compensation expense of
approximately $1.9 million related to stock units issued to
officers and directors and stock options issued to non-
employees of the Company. The expense related to the stock
units was equal to the fair value of the stock for which the
units can be converted into on the date of grant. The fair
value of the options was determined using the Black-Scholes
option pricing model and the following assumptions: risk-
free interest rate of 5.79%; expected life of 5 years; and
volatility of approximately 35%. The options were 100%
vested on the date of grant.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. INCOME TAXES
Income tax expense for the years ended December 31, 1998,
1997 and 1996 is summarized as follows (in thousands):
Federal State Total
1998:
Current $10,640 $ 2,500 $13,140
Deferred 12,060 2,900 14,960
$22,700 $ 5,400 $28,100
1997:
Current $13,200 $ 3,000 $16,200
Deferred (5,400) (1,200) (6,600)
7,800 1,800 9,600
Tax benefit from
extraordinary loss (4,000) (900) (4,900)
$ 3,800 $ 900 $ 4,700
1996:
Current $ 6,185 $1,348 $7,533
Deferred (185) (48) (233)
6,000 1,300 7,300
Tax benefit from
extraordinary loss (1,600) (380) (1,980)
$ 4,400 $ 920 $5,320
The provisions for income tax differ from the amount
computed by applying the statutory federal income tax rate
due to the following:
1998 1997 1996
Federal income tax at
the statutory rate $10,167 $ 5,173 $ 5,627
Amortization not deductible 14,446 3,449 1,262
State income taxes, net of any
current federal income tax
benefit 3,498 589 620
Other (11) 389 (209)
$28,100 $ 9,600 $ 7,300
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. INCOME TAXES, continued
The tax effects of the significant temporary differences
which comprise the deferred tax liability at December 31,
1998, 1997 and 1996 are as follows (in thousands):
1998 1997 1996
Deferred tax assets:
Accrued expenses and
reserves $ (4,555) $ (7,479) $(11,104)
Net operating loss
carryforwards (7,235) (11,461) (12,000)
Other (1,682) (4,047) (2,098)
(13,472) (22,987) (25,202)
Deferred tax liabilities:
Property and equipment 40,289 35,614 32,427
Intangibles 317,762 326,240 257,653
358,051 361,854 290,080
Net liability $344,579 $338,867 $264,878
At December 31, 1998 the Company had net operating loss
carryforwards of $18,086. The loss carryforwards expire in
the years 2008 through 2012 if not used.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. COMMITMENTS AND CONTINGENCIES
Lease and Contractual Obligations
The Company and its subsidiaries lease certain land and
facilities used in their operations. The Company also has
various employment agreements with broadcast personalities
that provide base compensation. Future minimum payments
under leases and employment agreements as of December 31,
1998 are payable as follows (in thousands):
1999 $ 71,811
2000 56,047
2001 40,333
2002 23,960
2003 19,272
Thereafter 38,965
$250,388
Rental expense was approximately $11,955, $8,010 and $3,996
for the years ended December 31, 1998, 1997 and 1996,
respectively.
Legal Proceedings
From time to time, the Company becomes involved in various
claims and lawsuits that are incidental to its business. In
the opinion of the Company's management, there are no
material legal proceedings pending against the Company.
13. RETIREMENT PLAN
The Company maintains a defined contribution retirement plan
covering substantially all employees who have met
eligibility requirements. The Company matches participating
employee contributions at a rate of 50% of the employee's
first 4% contributed, up to $160,000 of annual compensation.
Total expense related to this plan was $2,558,647,
$1,977,052 and $756,618 in 1998, 1997 and 1996,
respectively.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. EARNINGS PER SHARE
The following is a reconciliation of the numerators and
denominators of the basic and diluted Earnings Per Share
("EPS") computations for income before extraordinary items
for the years ended December 31, as follows (in thousands
except per share amounts):
1998 1997 1996
Net income before
extraordinary item $ 942 $ 3,404 $ 8,071
Weighted average
shares - basic 50,389 40,460 25,433
Effect of dilutive
securities:
Stock options 1,465 996 658
Warrants 2,326 357 -
Other 385 350 351
Weighted average
shares - diluted 54,565 42,163 26,442
Basic EPS $ .02 $ .08 $ .32
Diluted EPS $ .02 $ .08 $ .30
The Company's 1996 LYONs and 1998 LYONs (the "LYONs") can be
converted into approximately 6.2 million shares of Jacor
common stock at the option of the holder. Assuming
conversion of the LYONs as of January 1, 1998 and 1997 would
result in an increase in per share amounts before
extraordinary items, therefore, the LYONs are not included
in the computation of diluted EPS.
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. SEGMENT INFORMATION
The Company operates in a single reportable segment, radio,
which derives its revenue from the sale of commercial
broadcast inventory. The radio segment includes all of the
Company's radio stations owned or operated and Premiere, a
radio syndication business. The Company also aggregates
into the category "other", one television station and
several broadcast related businesses that provide market
research, traffic reporting and satellite connectivity.
Intersegment sales consist primarily of license fees for
syndicated programming and broadcast services provided to
the Company's radio stations. Intersegment revenues are
recorded at market value.
No single customer provides more than 10% of the Company's
revenues, and the Company derives less than 10% of its
revenues from markets outside of the U.S.
"Broadcast cash flow" means operating income before
depreciation and amortization and corporate general and
administrative expenses. The Company's management believes
that broadcast cash flow is helpful in understanding cash
flow generated from its broadcasting in comparing operating
performance of the Company's broadcast entities to other
broadcast companies. Broadcast cash flow is also a key
factor in the Company's assessment of performance.
Broadcast cash flow should not be considered an alternative
to net income or operating income as an indicator of the
Company's overall performance.
Financial information for the Company's business segment is
as follows (in thousands):
Year ended December 31, 1998 Radio Other Corporate Eliminations Consolidated
Net broadcast revenue $ 700,079 $ 65,496 - $ (11,107) $ 754,468
Broadcast operating expenses 457,597 51,371 - (11,107) 497,861
Broadcast cash flow 242,482 14,125 - - 256,607
Corporate expenses - - $ 19,684 - 19,684
Depreciation 21,813 3,506 1,138 - 26,457
Amortization 87,166 5,397 1,372 - 93,935
Operating income 133,503 5,222 (22,194) - 116,531
Capital expenditures 28,474 4,761 2,997 - 36,232
Radio station and other
acquisitions 798,341 1,870 10,000 - 810,211
Total assets 2,983,481 258,110 201,260 (22,143) 3,420,708
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. SEGMENT INFORMATION, Continued
Year ended December 31, 1997 Radio Other Corporate Eliminations Consolidated
Net broadcast revenue $ 483,548 $ 51,576 - $ (4,550) $ 530,574
Broadcast operating expenses 325,753 35,580 - (4,550) 356,783
Broadcast cash flow 157,795 15,996 - - 173,791
Corporate expenses - - $ 14,093 - 14,093
Depreciation 14,187 2,995 654 - 17,836
Amortization 54,573 5,361 715 - 60,649
Operating income 89,035 7,640 (15,462) - 81,213
Capital expenditures 11,367 3,810 4,803 - 19,980
Radio station and other
acquisitions 703,287 28,329 - - 731,616
Total assets 2,208,992 253,864 143,020 (3,998) 2,601,878
Year ended December 31, 1996
Net broadcast revenue $ 197,172 $ 28,673 - $ (2,084) $ 223,761
Broadcast operating expenses 135,284 17,865 - (2,084) 151,065
Broadcast cash flow 61,888 10,808 - - 72,696
Corporate expenses - - $ 9,932 - 9,932
Depreciation 5,956 1,279 426 - 7,661
Amortization 13,668 2,075 - - 15,743
Operating income 42,264 7,454 (10,358) - 39,360
Capital expenditures 10,945 377 530 - 11,852
Radio station and other
acquisitions 849,370 540 - - 849,910
Total assets 1,311,791 180,811 214,866 (2,526) 1,704,942
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
16. RECENTLY ISSUED ACCOUNTING STANDARDS
On January 1, 1999, the Company adopted AICPA Statement of
Position (SOP) 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use," issued in
March 1998. SOP 98-1 requires the capitalization of certain
expenditures for software that are purchased or internally
developed for use in the business. The Company believes the
implementation of SOP 98-1 will not have a material impact
on its financial reporting.
In June 1998, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 133
("SFAS 133"), "Accounting for Derivative Instruments and
Hedging Activities." SFAS 133 requires that an entity
recognize all derivatives as either assets or liabilities in
the balance sheet and measure such instruments at fair
value. The statement is effective for fiscal quarters of
fiscal years beginning after June 15, 1999. The Company
currently has no derivative instruments or hedging
activities.
Supplementary Data
Quarterly Financial Data
for the years ended December 31, 1998 and 1997 (in thousands, except per
share data) (Unaudited)
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
1998
Net revenue $142,028 $183,836 $204,508 $224,096 $754,468
Operating income 3,581 29,726 39,692 43,532 116,531
Net (loss) income (6,898) 5,022 439 2,379 942
Basic net (loss)
income per
common share (1) (0.14) 0.10 0.01 0.05 0.02
Diluted net (loss) income
per common share (1) (0.14) 0.09 0.01 0.04 0.02
Quarterly Financial Data
for the years ended December 31, 1998 and 1997 (in thousands, except per
share data) (Unaudited), Continued
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
1997
Net revenue $ 88,828 $ 135,553 $ 144,560 $ 161,633 $ 530,574
Operating income 5,392 24,179 25,520 26,122 81,213
Net (loss) income before
extraordinary loss (2,584) 4,145 483 1,360 3,404
Net (loss) income (8,140) 4,145 (1,417) 1,360 (4,052)
Basic net (loss)
income per
common share: (1)
Before extraordinary
loss (0.08) 0.ll 0.01 0.03 0.08
Extraordinary loss (0.17) - (0.04) - (0.18)
Basic net (loss)
income per
common share (0.25) 0.11 (0.03) 0.03 (0.10)
Diluted net (loss) income
per common share: (1)
Before extraordinary
loss (0.08) 0.10 0.01 0.03 0.08
Extraordinary loss (0.17) - (0.04) - (0.18)
Diluted net (loss)
income per
common share (0.25) 0.10 (0.03) 0.03 (0.10)
[FN]
NOTE:
(1) The sum of the quarterly net income (loss) per share amounts does
not equal the annual amount reported as per share amounts are
computed independently for each quarter.
PART III
Page
Item 10 Directors and Executive Officers of the Registrant 94
Item 11 Executive Compensation 98
Item 12 Security Ownership of Certain Beneficial Owners
and Management 105
Item 13 Certain Relationships and Related Transactions 108
Item 10. Directors and Executive Officers of Registrant
Certain information with respect to the executive officers
of Registrant is set forth under the caption "Executive
Officers of Registrant" appearing at the end of Part I of
this Report.
Directors of the Registrant
The number of members of the Board of Directors of the
Company is currently fixed at ten pursuant to the Company's
Bylaws and Resolutions adopted by the Board of Directors.
At the Company's annual meeting held May 20, 1998, ten
directors were elected and will hold office until the next
annual meeting of stockholders and until their respective
successors are duly elected and qualified.
In light of the Company's pending merger with Clear Channel,
the Company has not yet scheduled its 1999 annual meeting of
stockholders. The Company does not anticipate that an
annual meeting will be necessary unless the merger is
unforeseeably delayed beyond September 30, 1999 or the
merger agreement is terminated.
Below please find, with respect to each director of the
Company, his or her age, principal occupation during the
past five years, other positions he or she holds with the
Company, if any, and the year in which he or she first
became a director of Jacor.
JOHN W. ALEXANDER (Age 52)
Mr. Alexander has been President of Mallard Creek Capital
Partners, Inc., which is primarily an investment company
with interests in real estate and development companies,
since February 1994. Mr. Alexander has also been a partner
of Meringoff Equities, a real estate and investment company,
since 1987. Mr. Alexander has been a director of Jacor
since 1993. Mr. Alexander is also a trustee of Equity
Residential Properties Trust, a real estate investment
trust.
PETER C. B. BYNOE (Age 48)
Mr. Bynoe has been a partner in the law firm of Rudnick &
Wolfe since 1995. Prior to joining Rudnick & Wolfe, Mr.
Bynoe founded Telemat Ltd., a business consulting firm, in
1982. From March 1988 to June 1992, Mr. Bynoe served as
Executive Director of the Illinois Sports Facilities
Authority, a joint venture of the City of Chicago and the
State of Illinois created to develop the new Comisky Park
for the Chicago White Sox baseball club. From November 1989
to August 1992, he was Managing General Partner of the
National Basketball Association's Denver Nuggets. Mr. Bynoe
has been a director of Jacor since March 1997. He is also a
director of Uniroyal Technology Corporation.
ROD F. DAMMEYER (Age 58)
Mr. Dammeyer is a Managing Director of EGI Corporate
Investments, a privately owned investment and management
company. Mr. Dammeyer is also Vice Chairman and a director
of Anixter International, Inc., a leading communications
products distribution company, for which he also served as
Chief Executive Officer and President until February 1998.
Mr. Dammeyer has been a director of Jacor since 1993. He is
also a director of Antec Corporation, CNA Surety Corp., IMC
Global, Inc., Matria Healthcare, Inc., Metal Management,
Inc., Stericycle, Inc., TeleTech Holdings, Inc. and
Transmedia Networks, Inc. Mr. Dammeyer is also a trustee of
several Van Kampen Investment, Inc. closed-end funds and
trusts.
F. PHILIP HANDY (Age 54)
Mr. Handy is a private investor. For the two prior years,
he was a Managing Director of EGI Corporate Investments, a
privately owned investment and management company. Prior to
joining EGI Corporate Investments, Mr. Handy was a partner
of Winter Park Capital Company, a private investment firm,
since 1980. Mr. Handy has been a director of Jacor since
1993. Mr. Handy is also a director of Anixter
International, Inc., Banca Quadrum, S.A. (formerly Servicios
Financieros Quadrum, S.A.), Chart House Enterprises, Inc.,
Transmedia Networks, Inc. and Davel Communications Group.
MARC LASRY (Age 39)
Mr. Lasry has been an Executive Vice President of Amroc
Investments, LLC, a private investment firm, since 1990.
Mr. Lasry was the director and Senior Vice President of the
corporate reorganization department of Cowen & Co., a
privately-owned brokerage firm, from 1987 to 1989. From
January 1989 to September 1990, he was a portfolio manager
for Amroc Investments, L.P., a private investment fund. Mr.
Lasry has been a director of Jacor since 1993.
ROBERT L. LAWRENCE (Age 45)
Mr. Lawrence has been President and Chief Operating Officer
of the Company since November 1996. Mr. Lawrence also
served as Co-Chief Operating Officer from May 1990 to
November 1996. He has been an officer of Jacor since 1986,
and a director of Jacor since 1993.
RANDY MICHAELS (Age 46)
Mr. Michaels has been Chief Executive Officer of the Company
since November 1996. Mr. Michaels, whose legal name is
Benjamin L. Homel, also served as President from June 1993
to November 1996 and Co-Chief Operating Officer from May
1990 to November 1996. He has served as an officer of Jacor
since 1986, and has been a director of Jacor since 1993.
SHELI Z. ROSENBERG (Age 57)
Mrs. Rosenberg has been Vice Chairman of the Board of the
Company since April 1997, and served as Board Chair from
February 1996 to April 1997. Since 1994 Mrs. Rosenberg has
been Chief Executive Officer, President and a director of
Equity Group Investments, Inc., a privately owned investment
management company. She was a principal of the law firm of
Rosenberg & Liebentritt, P.C., from 1980 until 1997, and was
Chairman of the firm until September 1996. Mrs. Rosenberg
has been a director of Jacor since 1994. Mrs. Rosenberg is
also a director of Anixter International, Inc., CVS
Corporation, Illinova Inc. and its subsidiary Illinois Power
Company, and Manufactured Home Communities, Inc. Mrs.
Rosenberg is also a trustee for the following boards: Equity
Residential Properties Trust, Equity Office Properties Trust
and Capital Trust. Mrs. Rosenberg was a vice president of
First Capital Benefits Administrators, Inc., which filed a
petition under the federal bankruptcy laws on January 3,
1995, which resulted in its liquidation on November 15,
1995.
MARY AGNES WILDEROTTER (Age 44)
Ms. Wilderotter has been President and Chief Executive
Officer of Wink Communications, Inc., a leading interactive
media company, since 1997. Ms. Wilderotter was the
Executive Vice President of National Operations for AT&T
Wireless Services, Inc. and Chief Executive Officer of
AT&T's Aviation Communications Division, from 1995 to 1997.
She was also Senior Vice President of McCaw Cellular
Communications, Inc. and Regional President of its
California/Nevada/Hawaii Region from 1991 to 1995. Ms.
Wilderotter served 12 years at Cable Data/US Computer
Services, Inc., including the role of Senior Vice President
and General Manager from 1985 to 1991. Ms. Wilderotter has
been a director of Jacor since March 1997. She is also a
director of Airborne Express, Gaylord Entertainment,
Electric Lightwave, Inc. and American Tower Corporation.
SAMUEL ZELL (Age 57)
Mr. Zell has been Chairman of the Board of Directors of the
Company since April 1997. He is the Chairman of the Board
of Equity Group Investments, L.L.C. since 1999 and was,
until 1999, the Chairman of the Board of Equity Group
Investments, Inc., a privately owned investment management
company. Mr. Zell has been Chairman of the Board since
1995, Chief Executive Officer from 1995 to 1996, and Co-
Chairman of the Board from 1992 until 1995, of Manufactured
Home Communities, Inc. Mr. Zell is also Chairman of the
Board of Directors of American Classic Voyages Co., Anixter
International Inc., Capital Trust, Inc. and Chart House
Enterprises, Inc. He is also a director of Fred Meyer, Inc.
and Ramco Energy plc. Mr. Zell is Chairman of the Trustees
of Equity Residential Properties Trust and Equity Office
Properties Trust. Mr. Zell also was a director of Jacor
from January 1993 to May 1995.
There are no family relationships among any of the above-
named directors nor among any of the directors and any
executive officers of the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's officers and directors, and persons
who own more than ten percent of a registered class of the
Company's stock, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission
("SEC"). Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms
received by it, or written representations from certain
reporting persons that no Forms 5 were required for those
persons, the Company believes that, for the period January
1, 1998 through December 31, 1998, all filing requirements
applicable to its officers and directors were complied with,
except for Pamela C. Taylor who inadvertently failed to
timely file a Form 4 reporting the December 1998 exercise of
6,000 stock options.
Item 11. Executive Compensation
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table is a summary of certain information
concerning the compensation awarded or paid to, or earned
by, each person who served as the Company's Chief Executive
Officer in 1998 and each of the Company's other four most
highly compensated executive officers in 1998 (the "Named
Executives") during each of the last three fiscal years.
Long-Term
Compensation
Awards
Annual Securities
Compensation(1) Underlying Other
Name and Principal Salary Bonus Options Units(3) Compensation
Position Year (2)($) ($) /SAR(#) (#) (4)($)
Randy Michaels........ 1998 728,000 765,239 142,200(5) - 21,420
Chief Executive 1997 631,741 442,317 125,000 - 3,200
Officer 1996 446,154 750,000 112,000 9,569 2,250
Robert L. Lawrence.... 1998 545,500 458,723 71,100 - 16,065
President and Chief 1997 518,321 285,390 75,000 - 3,200
Operating Officer 1996 446,154 650,000 95,000 9,569 2,250
R. Christopher Weber.. 1998 312,000 196,776 46,200 - 9,180
Senior Vice President 1997 293,486 88,024 58,000 - 3,200
and Chief Financial 1996 253,440 515,000 69,000 - 2,250
Officer
David H. Crowl(6)..... 1998 312,000 196,776 46,200 - 9,180
President/Radio 1997 293,486 88,024 35,000 - 3,200
Division 1996 243,283 50,000 25,000 - 4,454
John E. Hogan(7)...... 1998 288,000 151,366 32,000 - 8,145
Senior Vice President 1997 249,442 61,128 25,000 - 3,200
1996 225,437 70,105 15,000 - 2,250
[FN]
(1) Does not include perquisites and other personal
benefits, because the aggregate amount of such
compensation in each year for each named executive
did not exceed the lesser of $50,000 or 10% of his
total salary and bonus for that year.
(2) For 1997 and 1996, includes amounts deferred at the
election of the recipient under the Company's
Retirement Plan. For 1998 includes amounts
deferred at the election of the recipient under both
the Retirement Plan and the Company's Deferred Compensation
Plan.
(3) The common stock units were granted in November 1996 and are
convertible into Jacor Common Stock at the earlier of the executive
officer's retirement, death, permanent disability or separation from
service or upon a change in control of Jacor.
(4) The amounts shown in this column represent for 1997 and 1996 matching
Company contributions under the Retirement Plan. For 1998 amounts
shown in this column represent matching Company contribution under
both the Retirement Plan and Deferred Compensation Plan.
(5) In 1998, Mr. Michaels was granted 100,000 stock options and 42,200
stock appreciation rights (SARs) under the Company's 1997 Long-Term
Incentive Plan.
(6) Mr. Crowl first became an executive officer of the Company in
September 1996.
(7) Mr. Hogan first became an executive officer of the Company in November
1996.
OPTION GRANTS TABLE
Option Grants in 1998 Fiscal Year
The following table sets forth certain information regarding grants by the
Company of stock options to each of the Named Executives during 1998.
Under the 1997 Long-Term Incentive Stock Plan, no participant could be
granted options for in excess of 100,000 shares of Jacor Common Stock in
1998.
Potential
Realizable
Individual Grants(1) Value at Assumed
% of Total Annual Rates
Options of Stock Price
Securities Granted to Exercise Appreciation for
Underlying Employees or Expira- Option Term(2)
Options in Fiscal Base Price tion
Name Granted(#) Year(3) ($/Share) Date 5%($) 10%($)
Randy Michaels 100,000(4) 10.84% 52.875 1/19/08 3,325,500 8,429,500
Robert L. Lawrence 71,100(4) 7.71% 52.875 1/19/08 2,364,431 5,993,375
R. Christopher Weber 46,200(4) 5.01% 52.875 1/19/08 1,536,381 3,894,429
David H. Crowl 46,200(4) 5.01% 52.875 1/19/08 1,536,381 3,894,429
John E. Hogan 32,000(4) 3.47% 52.875 1/19/08 1,064,160 2,697,440
[FN]
(1) Grants were made under the 1997 Long-Term Incentive Stock Plan.
(2) Calculated based upon assumed stock prices for Jacor's Common Stock of
$86.13 and $137.17 if 5% and 10% annual rates of stock appreciation,
respectively, are achieved over the full term of the options. The
potential realizable gain equals the product of the number of shares
underlying the stock option grant and the difference between the
assumed stock price and the exercise price of each option.
(3) Total options granted to all executive officers and other employees of
the Company in 1998 were for an aggregate of 921,800 shares of Jacor
Common Stock.
(4) 25% of the options granted vested upon grant, 25% of the options
granted vest on January 20, 1999, 25% of the options granted vest on
January 20, 2000, and the remaining 25% of the options granted vest
on January 20, 2001.
STOCK APPRECIATION RIGHTS TABLE
Stock Appreciation Rights Grants in 1998 Fiscal Year
The following table sets forth certain information regarding grants by the
Company of Stock Appreciation Rights (SARs) to each of the Named Executives
during 1998. Under the 1997 Long-Term Incentive Stock Plan, no participant
could be granted SARs for in excess of 100,000 shares of Jacor Common Stock
in 1998.
Potential
Realizable
Individual Grants(1) Value at Assumed
% of Total Annual Rates
SARs of Stock Price
Securities Granted to Exercise Appreciation for
Underlying Employees or Expira- SARs Term(2)
SARs in Fiscal Base Price tion
Name Granted(#) Year ($/Share) Date 5%($) 10%($)
Randy Michaels 42,200(3) 100% 52.875 1/19/08 1,403,361 3,557,249
[FN]
(1) Mr. Michaels was the only employee of the Company to be granted Stock
Appreciation Rights. Grant was made under the 1997 Long-Term
Incentive Stock Plan.
(2) Calculated based upon assumed stock prices for Jacor's Common Stock of
$86.13 and $137.17 if 5% and 10% annual rates of stock appreciation,
respectively, are achieved over the full term of the SARs. The
potential realizable gain equals the product of the number of shares
underlying the SAR grant and the difference between the assumed stock
price and the exercise price of each SAR.
(3) 25% of the SARs granted vested upon grant, 25% of the SARs granted
vest on January 20, 1999, 25% of the SARs granted vest on January 20,
2000, and the remaining 25% of the SARs granted vest on January 20, 2001.
OPTION EXERCISES AND YEAR-END VALUES TABLE
Aggregated Option Exercises in 1998 Fiscal Year
and Fiscal Year-End Option Values
The following table sets forth certain information regarding the fiscal
year-end values of all unexercised stock options held by the Named
Executives. The Named Executives exercised no options in 1998.
Securities Value of
Underlying Unexercised
Shares Unexercised In-the-Money
Acquired Options at Options at
on Value 12/31/98 12/31/98(1)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable(#) Unexercisable($)
Randy Michaels 0 - 590,900/165,500 30,193,776/4,283,656
Robert L. Lawrence 0 - 610,235/114,575 32,419,268/2,960,550
R. Christopher Weber 0 - 317,300/80,900 16,266,113/2,166,381
David H. Crowl 0 - 47,801/58,399 1,499,310/1,271,001
John E. Hogan 0 - 55,510/40,250 2,239,083/863,047
[FN]
(1) Represents the difference between $64.375 per share, the last reported
sale price of Jacor Common Stock on the Nasdaq National Market on December
31, 1998, and the exercise price of such option as of such date,
multiplied by the number of shares subject to the option.
STOCK APPRECIATION RIGHT EXERCISES AND YEAR-END VALUES TABLE
Aggregated Stock Appreciation Right Exercises in 1998 Fiscal Year
and Fiscal Year-End Stock Appreciation Right Values
The following table sets forth certain information regarding the fiscal
year-end values of all unexercised stock appreciation rights held by the
Named Executive. The Named Executive exercised no stock appreciation
rights in 1998.
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Stock Stock
Shares Appreciation Appreciation
Acquired Rights at Rights at
on Value 12/31/98 12/31/98(1)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable(#) Unexercisable($)
Randy Michaels 0 - 10,550/31,650 121,325/363,976
[FN]
(1) Represents the difference between $64.375 per share, the last reported
sale price of Jacor Common Stock on the Nasdaq National Market on December
31, 1998, and the exercise price of such stock appreciation rights as of
such date, multiplied by the number of shares subject to the stock
appreciation right.
Compensation of Directors
Non-employee directors of the Company receive in lieu of an
annual cash retainer, on July 1 of each year, a number of
common stock units equal in value to $50,000, based upon the
fair market value of an equal number of shares of Jacor
Common Stock on the date of grant. In 1998, Jacor's eight
non-employee directors were each awarded 831 stock units
pursuant to the Company's 1997 Non-Employee Directors Stock
Plan in lieu of their annual cash retainer. Such units are
convertible into Jacor Common Stock at the earlier of the
time a director ceases his or her service on the Board
and/or other conditions established by the director prior to
the award date. Directors are reimbursed for all reasonable
expenses incurred in connection with their services.
In 1998, pursuant to the Company's 1997 Non-Employee
Directors Stock Plan, each of the Company's eight non-
employee directors were awarded 5,000 non-qualified stock
options. These options vest 25% upon grant and 25% annually
thereafter and have an exercise price equal to the fair
market value of a share of Jacor Common Stock on the grant
date. All of the Company's non-employee directors also
participated in the Company's 1997 Non-Employee Director
Stock Purchase Plan in 1998. Under that plan, each of
Messrs. Alexander, Bynoe, Dammeyer, Handy, Lasry and Zell
and Mrs. Rosenberg purchased 2,283 shares of Jacor Common
Stock for $100,000. All of these shares were purchased at a
per share price equal to 85% of the market value of Jacor
Common Stock on the first day of the applicable purchase
period. Ms. Wilderotter purchased 459 shares of Jacor
Common Stock for $20,000. Ms. Wilderotter's shares were
purchased during four separate purchase periods. Shares
were purchased twice at a per share price equal to 85% of
the market value of Jacor Common Stock on the first day of
the applicable purchase period ($43.80 and $40.16), once at
a per share price equal to 85% of the average market value
of Jacor Common Stock during the applicable purchase period
($48.01) and once at a per share price equal to 85% of the
market value of Jacor Common Stock on the last day of the
applicable purchase period ($43.03).
Mr. Michaels and Mr. Lawrence receive no additional
compensation for serving on the Board of Directors.
Compensation Committee Interlocks and Insider Participation
Messrs. Dammeyer and Handy and Mrs. Rosenberg comprised the
Company's entire Compensation Committee during 1998, and
none served as employees of the Company. Mr. Bynoe and Ms.
Wilderotter served as the two outside directors comprising
the LTIP/STIP Committee. No director or executive officer
of the Company serves on any board of directors or
compensation committee of any entity which compensates
Messrs. Dammeyer, Handy or Bynoe, or Mrs. Rosenberg or Ms.
Wilderotter.
EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT
ARRANGEMENTS AND CHANGE IN CONTROL PROVISIONS
The Company has no employment agreement with any of the
named executives. In November 1996, Messrs. Michaels and
Lawrence and certain other executive officers of the Company
were awarded stock units representing the right to receive
an amount payable 100% in Jacor Common Stock on the date of
payout. The stock units are convertible into Jacor Common
Stock at the earlier to occur of the executive officer's
retirement, death, permanent disability or separation of
service or upon a change in control of Jacor. As of
December 31, 1998, each of Messrs. Michaels and Lawrence
held 9,569 stock units having a value to each of them equal
to $616,004.
During the second quarter of 1998, the Company's Board of
Directors approved the Company's entering into change in
control agreements with the Company's key management
personnel, including all of the Company's executive
officers. The merger with Clear Channel will trigger
certain rights and benefits granted to some key executives
of Jacor under the terms of those change in control
agreements. The surviving corporation must provide
continuing benefits following a termination of any such
executive's employment with the surviving corporation during
the two-year period after the merger. The surviving
corporation must provide the continuing benefits only if the
surviving corporation terminates the employment for reasons
defined in the agreements to be "without cause" or if the
executive terminates the employment for reasons defined in
the agreements to be "for good reason." The continuing
benefits vary with the executive's level of responsibility,
but generally include the following:
- - all compensation accrued through the date of termination;
- - a severance payment in the amount of one, two, or three
times the sum of the executive's highest base salary for
the three years preceding the date of termination and the
executive's target bonus amount for the year preceding
the date of termination;
- - the continuation of life, medical, dental and
hospitalization benefits for up to three years following
the date of termination; and
- - a payment of 20% of the executive's base salary to be used
for out-placement services.
The merger will also result in all options and stock
appreciation rights for Jacor common stock not vested at the
effective time of the merger becoming fully vested and
exercisable one day before the effective time of the merger.
Clear Channel will assume all of these options and stock
appreciation rights on the same terms and conditions as were
applicable prior to the effective time of the merger. The
holders may exercise such options and stock appreciation
rights for or with respect to shares of Clear Channel common
stock at an exercise price adjusted to reflect the exchange
ratio of the merger. All outstanding stock units held by
Jacor's non-employee directors and executive officers will
be converted into shares of Jacor common stock prior to the
effective time of the merger and will convert into Clear
Channel common stock pursuant to the merger agreement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of February 22, 1999, the number of
shares and percentage of Jacor common stock beneficially owned by each
person who Jacor knows to be the beneficial owner of more than 5% of Jacor
common stock, by Jacor's directors, by Jacor's five most highly compensated
executive officers in 1997, and by all of Jacor's executive officers and
directors as a group. No agreements, formal or informal, exist among the
various officers and directors to vote their shares collectively.
Aggregate
Number of
Shares Acquirable Percent
Beneficially Within of
Name of Beneficial Owner Owned(1) 60 Days(1)(2) Class(2)
5% or More Beneficial Owners
Zell/Chilmark Fund L.P. 13,349,720 (3) 25.9%
Two North Riverside Plaza
Suite 600
Chicago, Illinois 60606
David M. Schulte 13,349,720 (3) 25.9%
875 N. Michigan Avenue
Suite 2200
Chicago, Illinois 60611
Massachusetts Financial
Services Company 6,339,899 (4) 12.3%
500 Boylston Street
Boston, Massachusetts 02116-3741
Janus Capital Corporation 3,236,605 (4) 6.3%
100 Fillmore Street
Denver, CO 80206-4923
FMR Corp. and related
reporting persons 2,676,869 (4) 5.2%
82 Devonshire Street
Boston, Massachusetts 02109
T. Rowe Price Associates, Inc. 2,609,600 (4) 5.1%
100 E. Pratt Street
Baltimore, MD 21202
Aggregate
Number of
Shares Acquirable Percent
Beneficially Within of
Name of Beneficial Owner Owned(1) 60 Days(1)(2) Class(2)
Directors and Executive Officers
John W. Alexander 42,279 15,841 *
Peter C.B. Bynoe 5,539 6,841 *
Rod F. Dammeyer 13,352,003 (3) 8,841 25.9%
F. Philip Handy 59,879 15,841 *
Marc Lasry 40,874 5,591 *
Robert L. Lawrence 9,974 633,343 1.2%
Randy Michaels 258,703 (5) 947,665 2.3%
Sheli Z. Rosenberg 13,800,407 (3) 76,084 26.9%
Mary Agnes Wilderotter 1,953 5,092 *
Samuel Zell 13,793,137 (3) 67,084 26.9%
David H. Crowl 999 94,276 *
John E. Hogan 3,958 62,160 *
R. Christopher Weber 251,795 (5) 332,315 1.1%
All executive officers
and directors as a
group (23 persons) 14,260,583(5)(6) 2,231,671 30.7%
[FN]
_________________________
* Less than 1%
(1) The number of shares indicated are individually or jointly owned, or
are shares over which the individual has sole or shared voting or
investment power. Certain of Jacor's directors and executive officers
disclaim beneficial ownership of some of the shares shown that are
held in the name of family members, trusts and affiliated companies,
as follows:
Mr. Handy - 100 shares held by his wife;
Mr. Michaels - 15 shares held by his wife; and
Mrs. Rosenberg and Mr. Zell - 60,243 shares issuable upon
the exercise of warrants held by SZ2 (IGP) Limited Partnership,
whose partners include Mrs. Rosenberg and certain trusts created
for the benefit of Mr. Zell, and 437,858 shares beneficially
owned by Samstock, L.L.C., whose indirect members include certain
trusts created for the benefit of Mr. Zell and for which Mrs.
Rosenberg is the trustee and a corporation whose sole stockholder
is a trust in which Mr. Zell is both the trustee and beneficiary.
(2) Includes any securities not outstanding that are subject to options,
warrants or other rights exercisable within 60 days of February 22,
1999. These securities are deemed to be outstanding for the purpose
of computing the percentage of the class owned by such person but are
not deemed to be outstanding for the purpose of computing the
percentage of the class owned by any other person.
(3) All shares beneficially owned by Zell/Chilmark are included
in the shares beneficially owned by Messrs. Zell, Schulte
and Dammeyer and Mrs. Rosenberg. Zell/Chilmark is a
Delaware limited partnership controlled by Mr. Zell,
Chairman of the Board of Jacor, and Mr. Schulte, a former
director of Jacor. The sole general partner of
Zell/Chilmark is ZC Limited Partnership; the sole general
partner of ZC Limited is ZC Partnership; the sole general
partners of ZC Partnership are ZC, Inc. and CZ, Inc.; Mr.
Zell is the sole stockholder of ZC, Inc.; and Mr. Schulte is
the sole stockholder of CZ, Inc. Messrs. Zell and Dammeyer
indirectly share beneficial ownership of an 80% limited
partnership interest in ZC Limited; Mr. Schulte indirectly
shares beneficial ownership of a 20% limited partnership
interest in ZC Limited; and Messrs. Zell, Schulte and
Dammeyer and Mrs. Rosenberg constitute all of the members of
the management committee of ZC Limited.
(4) Based on the most recent Schedule 13G filed by these
entities with the SEC and which are publicly available from
the SEC's EDGAR database. Detailed information about the
manner in which these entities beneficially own shares of
Jacor common stock is contained in those filings.
(5) Includes 238,269 shares held under the Jacor Communications,
Inc. Retirement Plan, of which Messrs. Michaels and Weber,
as co-trustees, share voting and investment power. Of these
238,269 shares, 8,407 shares are beneficially owned by
Jacor's five most highly compensated executive officers.
(6) Does not include an aggregate of 12,155 outstanding stock
units granted in 1996 and 1997 to Jacor's non-employee
directors. Also does not include 6,648 stock units granted
in 1998 to Jacor's non-employee directors of which 3,324 are
vested. These stock units are convertible into Jacor common
stock at times established by each director in advance of
the award date, generally the earlier of when such
individual no longer serves as a Jacor director and/or when
Jacor common stock exceeds a designated price for a
specified time period. Also does not include an aggregate
of 22,487 outstanding stock units granted in 1996 to certain
executive officers of Jacor, including 9,569 stock units to
each of Messrs. Michaels and Lawrence. These units are
convertible into Jacor common stock at the earlier of the
executive officer's retirement, death, permanent disability
or separation from service or upon a change in control of
Jacor.
Item 13. Certain Relationships and Related Transactions
Effective January 1, 1994, a subsidiary of Jacor and a
corporation wholly-owned by Randy Michaels, the Chief Executive
Officer of Jacor, formed a limited partnership (the
"Partnership") in a transaction whereby the Partnership now owns
all of the stock of Critical Mass Media, Inc. ("CMM"), a
marketing research and radio consulting business. Mr. Michaels'
corporation owns a 95% limited partnership interest in the
Partnership. Jacor's subsidiary obtained a 5% general
partnership interest in exchange for its contribution of
approximately $126,000 cash to the Partnership. Jacor initiated
this transaction primarily to allow Mr. Michaels to focus his
full time and energy on Jacor and its business, and Jacor's
subsidiary is now the sole manager of the Partnership's business.
In connection with the formation of the Partnership, Jacor agreed
that Mr. Michaels' corporation has the right between January 1,
1999 and January 1, 2000 to put its limited partnership interest
to the Partnership's general partner in exchange for 300,000
shares of Jacor common stock. If the put is not exercised by
January 1, 2000, the general partner has the right to call the
limited partnership interest prior to the year 2001 in exchange
for 300,000 shares of Jacor common stock. Mr. Michaels'
corporation has informed the Company of its desire to exercise
its put right. The Company expects to issue 300,000 shares of
Jacor common stock to that corporation prior to the consummation
of Jacor's merger with Clear Channel, which shares will be
converted into Clear Channel common stock at the effective time
of the merger.
Jacor has engaged CMM on a regular basis to perform market
research for the Company in its existing broadcast areas and in
new broadcast areas entered by the Company through its numerous
acquisitions. The Company paid approximately $5,782,700 to CMM
for these services in 1998 and paid approximately $1,237,800
through February 28, 1999. CMM provides its services to Jacor at
rates which Jacor believes are competitive with prevailing market
rates and which are not greater than the rates CMM charges
unrelated third parties for similar services.
Since 1996 CMM has borrowed $3,440,000 in aggregate principal
amount from the Company, all of which remains outstanding as of
the date hereof. Of such amount, $900,000 bears interest at 10%
per annum, $540,000 bears interest at 8.5% per annum, $1,500,000
bears interest at 9.75% per annum and $500,000 bears interest at
9.75% per annum. These borrowings were incurred to support the
expansion of CMM's business. Jacor believes that the terms of
these loans are competitive with prevailing market rates at the
times these loans were made and with terms that would have been
agreed among unrelated third parties.
Equity Group Investments, Inc. ("Equity Group"), an affiliate of
Zell/Chilmark, provided Jacor certain tax consultation during
1998. In consideration for such services, Jacor paid Equity
Group a fee of approximately $5.8 million in 1998. In August
1998, Equity Group and Jacor also entered into an advisory
agreement whereby Equity Group agreed to provide consulting
services to Jacor with respect to any proposed merger,
acquisition, or other similar transaction. In connection with
Jacor's merger with Clear Channel, this agreement will provide
Equity Group with an advisory fee in an amount equal to 75 basis
points of the equity value of the transaction, calculated on a
fully diluted basis. Assuming an average closing price of Clear
Channel common stock of $61.06 (which price was the average
closing price as of February 22, 1999 as shown in the joint proxy
statement/prospectus issued by Jacor and Clear Channel in
connection with the merger) during the 25 consecutive trading
days ending two trading days before the completion of the merger
and a closing price of Clear Channel common stock of $57.94 (the
closing price on February 22, 1999) on the date the merger is
completed, the advisory fee would equal approximately $33.6
million.
The services that have been and will continue to be provided by
Equity Group could not otherwise be obtained by Jacor without the
engagement of outside professional advisors. Jacor believes that
such fees are less than what it would have had to pay outside
professional advisors for similar services. Two of Jacor's
directors, Mr. Zell and Mrs. Rosenberg, are the Chairman of the
Board and the Chief Executive Officer, respectively, of Equity
Group. In addition, Messrs. Dammeyer and Handy, directors of
Jacor, are managing directors of EGI Corporate Investments, which
is an Equity Group affiliate.
During 1998, the Company also engaged Mallard Creek Capital
Partners, Inc. ("Mallard Creek"), a real estate company wholly
owned by Mr. Alexander, a Jacor director, to perform certain real
estate services including an assessment of the Company's lease
obligations in its various locations, standardizing the Company's
systems and specifications at its locations and assistance in
specific transactions. The Company paid Mallard Creek
approximately $261,000 in 1998 and approximately $109,000 through
February 28, 1999. The Company also leases its broadcasting
studios in Salt Lake City at an annual rate of approximately
$386,000 from a limited liability company jointly owned by
Mallard Creek and Mr. Alexander. Jacor believes that the terms
of these engagements and lease were negotiated at arm's length
and are competitive with prevailing market rates.
The Company also loaned $9.2 million in aggregate principal
amount to Mallard Creek in connection with Mallard Creek's joint
venture acquisition of the building leased by the Company for its
Denver broadcasting studios. This loan is due in full in May
2000, bears interest at the rate of 7% per annum and is secured
by a first mortgage on the real estate. The Company previously
loaned $3.2 million to Mallard Creek, at an interest rate of 7%
per annum, relating to a similar joint venture in Salt Lake City.
Mallard Creek repaid that loan in full in 1998. The Company
believes that the terms of these loans were negotiated at arm's
length and are competitive with prevailing market rates at the
time the loans were made.
Item 14. Exhibits, Financial Statements Schedules and Reports on
Form 8-K
(a) List of Documents filed as part of this Report:
(1) Financial Statements
The financial statements of the Company as set forth
under Item 8 of this Report on Form 10-K.
(2) Exhibits
See Exhibit Index.
(b) Reports on Form 8-K
The following Form 8-K was filed during the fourth quarter
of 1998:
Form 8-K dated October 9, 1998. This Form 8-K described the
Company's entering into a definitive merger agreement with
Clear Channel Communications, Inc. ("Clear Channel") and
CCU Merger Sub. As described more fully in the Form 8-K and in
Jacor's proxy statement dated February 23, 1999 relating to
its special meeting of stockholders held on March 26, 1999,
the merger agreement provides for a tax-free, stock-for-
stock exchange whereby the Company will become a wholly-
owned subsidiary of Clear Channel.
The following Form 8-K/A was filed during the first quarter
of 1999:
Form 8-K/A dated February 23, 1999. This Form 8-K/A was
filed to amend Nationwide Communications, Inc.'s year-end
audited financial information and unaudited pro forma
financial information for the year ended December 31, 1997.
Jacor's acquisition of Nationwide was previously reported in
its Form 8-Ks filed on November 4, 1997 and January 5, 1998,
as amended on January 20, 1998, April 30, 1998 and August
14, 1998.
INDEX TO EXHIBITS
Exhibit Description of Exhibit Sequentially
Number Numbered
Page
2.1 Agreement and Plan of Merger dated as of
October 8, 1998 ("Clear Channel Merger *
Agreement") between Jacor Communications,
Inc. ("Jacor"), Clear Channel
Communications, Inc. and CCU Merger Sub
(omitting schedules and exhibits not deemed
material). Incorporated by reference to
Exhibit 2 to Jacor's Current Report on
Form 8-K dated October 9, 1998.
2.2 Warrant Agreement dated as of February 27, *
1997 between Jacor and KeyCorp Shareholder
Services, Inc., as warrant agent.
Incorporated by reference to Exhibit 2.2 to
Jacor's Current Report on Form 8-K dated May
5, 1997, as amended.
2.3 Registration Rights Agreement dated as of *
October 8, 1996 among Jacor and the parties
listed in Schedule I thereto (included as
Exhibit I to Regent Merger Agreement).
Incorporated by reference to Exhibit 2.4 to
Jacor's Current Report on Form 8-K dated
October 23, 1996, as amended.
2.4 Warrant Agreement dated as of September 18, *
1996 between Jacor and KeyCorp Shareholder
Services, Inc., as warrant agent.
Incorporated by reference to Exhibit 4.1 to
Jacor's Current Report on Form 8-K dated
October 3, 1996.
2.5 Supplemental Agreement dated as of *
September 18, 1996 between Jacor and KeyCorp
Shareholder Services, Inc., as warrant
agent. Incorporated by reference to
Exhibit 4.2 of Jacor's Current Report on
Form 8-K dated October 3, 1996.
2.6 Registration Rights Agreement dated as of *
August 5, 1996 among Jacor, JCAC, Inc.,
Great American Insurance Company, American
Financial Corporation, American Financial
Enterprises, Inc., Carl H. Lindner, The
Carl H. Lindner Foundation, and S. Craig
Lindner. Incorporated by reference to
Exhibit 2.22 to Jacor's Post-Effective
Amendment No. 1 on Form S-3 to Form S-4
(File No. 333-6639).
2.7 Agreement and Plan of Merger dated as of *
April 7, 1997 among Jacor, Jacor
Communications Company ("JCC"), PRN Holding
Acquisition Corp. and Premier Radio
Networks, Inc. (omitting schedules and
exhibits not deemed material). Incorporated
by reference to Exhibit 2.1 to Jacor's
Current Report on Form 8-K dated April 8,
1997, as amended.
2.8 Shareholders' Agreement dated as of April 7, *
1997 by and among Jacor, JCC, Archon
Communications, Inc. ("Archon"), the
stockholders of Archon and certain
shareholders of Premiere (omitting schedules
and exhibits not deemed material).
Incorporated by reference to Exhibit 2.2 to
Jacor's Current Report on Form 8-K dated
April 8, 1997, as amended.
2.9 Stock Purchase Agreement dated as of April *
7, 1997 among Jacor, JCC, Archon
Communications Partners LLC and News America
Holdings Incorporated (omitting schedules
and exhibits not deemed material).
Incorporated by reference to Exhibit 2.3 to
Jacor's Current Report on Form 8-K dated
April 8, 1997, as amended.
2.10 Agreement of Sale dated December 19, 1997 by *
and among Nationwide Mutual Insurance
Company, Employers Insurance of Wausau,
Nationwide Communications, Inc., San Diego
Lotus Corp., The Beak and Wire Corporation,
Citicasters Co. and Jacor Communications
Company (omitting schedules and exhibits not
deemed material). Incorporated by reference
to Exhibit 2.1 to Jacor's Current Report on
Form 8-K dated January 5, 1998, as amended.
3.1 Articles of Incorporation of Jacor. *
Incorporated by reference to Exhibit 5 to
Jacor's Form 8-A dated February 13, 1997.
3.2 Bylaws of Jacor. Incorporated by reference *
to Exhibit 6 to Jacor's Form 8-A dated
February 13, 1997.
4.1 Indenture dated as of December 17, 1996 *
between Jacor Communications Company ("JCC")
Jacor, the Subsidiary Guarantors named
therein and The Bank of New York for JCC's 9
34% Senior Subordinated Notes due 2006 and
Jacor's and the Subsidiary Guarantors'
Guaranty thereof. Incorporated by reference
to Exhibit 4.11 to Jacor's Form S-3
Registration Statement (File No. 333-19291).
4.2 Indenture dated as of June 12, 1996 between *
Jacor and The Bank of New York for Jacor's
Liquid Yield Option Notes Due 2011.
Incorporated by reference to Exhibit 4.23 to
Jacor's Form S-4 Registration Statement
(File No. 333-6639).
4.3 Indenture dated as of June 12, 1996 among *
Jacor, JCAC, Inc. and First Trust of
Illinois, National Association for
JCAC, Inc.'s 10 18% Senior Subordinated
Notes due 2006 and Jacor's Guaranty thereof.
Incorporated by reference to Exhibit 4.24 to
Jacor's Form S-4 Registration Statement
(File No. 333-6639).
4.4 Indenture dated as of June 17, 1997 between *
JCC, Jacor, the Subsidiary Guarantors named
therein and The Bank of New York for JCC's
8_% Senior Subordinated Notes due 2007 and
Jacor's and the Subsidiary Guarantors'
Guaranty thereof. Incorporated by reference
to Exhibit 4.1 to Jacor's Current Report on
Form 8-K/A dated June 26, 1997.
4.5 Security Agreement dated as of June 12, 1996 *
by and between JCAC, Inc. and Chemical Bank
as Administrative Agent. Incorporated by
reference to Exhibit 4.28 to Jacor's
Form S-4 Registration Statement (File
No. 333-6639).
4.6 Pledge Agreement dated as of June 12, 1996 *
by and between Jacor and Chemical Bank, as
Administrative Agent for the Agents (as
defined in the Credit Agreement), the
Lenders and any Interest Rate Hedge
Providers. Incorporated by reference to
Exhibit 4.30 to Jacor's Form S-4
Registration Statement (File No. 333-6639).
4.7 Effectiveness Agreement dated as of *
September 16, 1997 among JCC, the Lenders
named therein (the "Lenders"), the Chase
Manhattan Bank, as Administrative Agent,
Banque Paribas, as Documentation Agent, and
Bank of America Illinois, as Syndication
Agent (omitting schedules and exhibits not
deemed material). Incorporated by reference
to Exhibit 4.1 to the Company's Current
Report on Form 8-K dated September 30, 1997.
4.8 Credit Agreement dated as of June 12, 1996 *
as Amended and Restated as of February 14,
1997 and as Further Amended and Restated as
of September 16, 1997 among JCC, the
Lenders, Bank of America National Trust and
Savings Association (as successor by merger
to Bank of America Illinois), as Syndication
Agent, Banque Paribas, as Documentation
Agent, and the Chase Manhattan Bank, as
Administrative Agent (omitting schedules and
exhibits not deemed material) (included as
Exhibit A to Effectiveness Agreement)
("Restated Credit Agreement"). Incorporated
by reference to Exhibit 4.2 to the Company's
Current Report on Form 8-K dated September
30, 1997.
4.9 Parent Guaranty dated as of June 12, 1996 *
and as Amended and Restated as of September
16, 1997, by the Company in favor of The
Chase Manhattan Bank, as Administrative
Agent for the Agents, the Lenders and any
Interest Rate Hedge Providers (each as
defined in the Restated Credit Agreement).
Incorporated by reference to Exhibit 4.3 to
the Company's Current Report on Form 8-K
dated September 30, 1997.
4.10 Reaffirmation Agreement dated as of *
September 16, 1997 between The Chase
Manhattan Bank, as Administrative Agent for
the benefit of the Agents, the Issuing
Banks, the Lenders and any Interest Rate
Hedge Providers (each as defined in the
Restated Credit Agreement), the Company, JCC
and each subsidiary of JCC. Incorporated by
reference to Exhibit 4.4 to the Company's
Current Report on Form 8-K dated September
30, 1997.
4.11 First Supplemental Indenture Dated as of *
September 16, 1997 (Supplemental to
Indenture Dated as of June 12, 1996) between
JCC, the Company and First Trust National
Association for JCC's 10_% Senior
Subordinated Notes due 2006 and Jacor's
Guaranty thereof. Incorporated by reference
to Exhibit 4.5 to the Company's Current
Report on Form 8-K dated September 30, 1997.
4.12 First Supplemental Indenture Dated as of *
September 16, 1997 (Supplemental to
Indenture Dated as of December 17, 1996)
between JCC, the Company, the Subsidiary
Guarantors named therein, and The Bank of
New York for JCC's 9_% Senior Subordinated
Notes due 2006 and the Company's and the
Subsidiary Guarantors' Guaranty thereof.
Incorporated by reference to Exhibit 4.6 to
the Company's Current Report on Form 8-K
dated September 30, 1997.
4.13 First Supplemental Indenture Dated as of *
September 16, 1997 (Supplemental to
Indenture Dated as of June 17, 1997) between
JCC, the Company, the Subsidiary Guarantors
named therein, and The Bank of New York for
JCC's 8_% Senior Subordinated Notes due 2007
and Jacor's and the Subsidiary Guarantors'
Guaranty thereof. Incorporated by reference
to Exhibit 4.7 to the Company's Current
Report on Form 8-K dated September 30, 1997.
4.14 Indenture dated as of February 9, 1998 among *
Jacor Communications, Inc. ("Jacor"), Jacor
Communications Company ("JCC"), the
Subsidiary Guarantors named therein and the
Bank of New York for JCC's 8% Senior
Subordinated Notes due 2010 and Jacor's and
the Subsidiary Guarantors Guaranty thereof.
Incorporated by reference to Exhibit 4.20 of
the Company's Form S-3 Registration
Statement, File No. 333-51489.
4.15 Indenture dated as of February 9, 1998 *
between Jacor and the Bank of New York for
Jacor's Liquid Yield Option Notes due 2018.
Incorporated by reference to Exhibit 4.21 of
the Company's Form S-3 Registration
Statement, File No. 333-51489.
4.16(#) Stock Option Agreement dated as of June 23, *
1993 between Jacor and Rod F. Dammeyer
covering 10,000 shares of Jacor's common
stock. (1) Incorporated by reference to
Exhibit 4.3 to Jacor's Quarterly Report on
Form 10-Q dated August 13, 1993.
4.17(#) Stock Option Agreement dated as of *
December 15, 1994 between Jacor and Rod F.
Dammeyer covering 5,000 shares of Jacor's
common stock. (2) Incorporated by reference
to Exhibit 4.23 to Jacor's Quarterly Report
on Form 10-Q dated August 13,1993.
10.1(+) Change in Control Agreement dated as of June *
12, 1998 by and between Jacor
Communications, Inc. and Randy Michaels.
Incorporated by reference to Exhibit 10.1 to
Jacor's Quarterly Report on Form 10-Q dated
August 14, 1998. (3)*
10.2(+) Change in Control Agreement dated as of June *
12, 1998 by and between Jacor
Communications, Inc. and Martin R. Gausvik.
Incorporated by reference to Exhibit 10.2 to
Jacor's Quarterly Report on Form 10-Q dated
August 14, 1998. (4)*
10.3(+) Advisory Agreement dated August 26, 1998 *
between the Company and Equity Group
Investments, Inc. Incorporated by reference
to Exhibit 10.1 to Jacor's Quarterly Report
on Form 10-Q dated October 30, 1998.
10.4(+) Employment Agreement dated as of January 17, *
1997 between the Company and Paul F.
Solomon. Incorporated by reference to
Exhibit 10.4 to Jacor's Current Report on
Form 8-K dated May 5, 1997, as amended.
10.5(+) Jacor Communications, Inc. 1993 Stock Option *
Plan. Incorporated by reference to Exhibit
99 to Jacor's Quarterly Report on Form 10-Q
dated August 13, 1993.
10.6(+) Jacor Communications, Inc. Executive Stock *
Unit Plan effective as of November 7, 1996.
10.7(+) Jacor Communications, Inc. 1996 Non-Employee *
Directors Stock Units.
10.8(+) Jacor Communications, Inc. 1995 Employee *
Stock Purchase Plan, as amended and restated
as of January 1, 1997. Incorporated by
reference to Annex 1 to Jacor's Proxy
Statement on Schedule 14A relating to its
May 28, 1997 Annual Meeting of Stockholders.
10.9(+) Jacor Communications, Inc. 1997 Long-Term *
Incentive Stock Plan. Incorporated by
reference to Annex 2 to Jacor's Proxy
Statement on Schedule 14A relating to its
May 28, 1997 Annual Meeting of Stockholders.
10.10(+)Jacor Communications, Inc. 1997 Short-Term *
Incentive Stock Plan. Incorporated by
reference to Annex 3 to Jacor's Proxy
Statement on Schedule 14A relating to its
May 28, 1997 Annual Meeting of Stockholders.
10.11(+)Jacor Communications, Inc. 1997 Non-Employee *
Director Stock Purchase Plan. Incorporated
by reference to Annex 4 to Jacor's Proxy
Statement on Schedule 14A relating to its
May 28, 1997 Annual Meeting of Stockholders.
10.12(+)Jacor Communications, Inc. 1997 Non-Employee *
Directors Stock Plan. Incorporated by
reference to Annex 5 to Jacor's Proxy
Statement on Schedule 14A relating to its
May 28, 1997 Annual Meeting of Stockholders.
10.13 Voting Agreement, dated as of October 8, *
1998, by and among Jacor Communications,
Inc. and certain stockholders of Clear
Channel Communications, Inc. named therein.
Incorporated by reference to Exhibit 10 to
Jacor's Current Report on Form 8-K dated
October 9, 1998.
21 Subsidiaries of Registrant. 120
23.1 Consent of Independent Accountants. 123
27 Financial Data Schedules. 124
[FN]
__________________
(*) Incorporated by reference as indicated.
(+) Management Contracts and Compensatory Arrangements.
(1) Identical documents were entered into with John W. Alexander,
F. Philip Handy and Marc Lasry.
(2) Identical documents were entered into with John W. Alexander,
F. Philip Handy, Marc Lasry and Sheli Z. Rosenberg. An
additional grant of 5,000 stock options was made to each of
these five individuals in February 1996 pursuant to
substantially identical documents.
(3) Identical agreements were also entered into as of June 12,
1998 between the Company and each of the following senior
executive officers of the Company: Robert L. Lawrence, R.
Christopher Weber, David H. Crowl, Thomas P. Owens, Jon M.
Berry, Paul F. Solomon, John Hogan, Jerome L. Kersting and Jay
Meyers.
(4) Identical agreements were also entered into as of June 12,
1998 between the Company and each of the following executive
officers of the Company: Pamela C. Taylor, Nicholas J. Miller,
William P. Suffa and Alfred Kanyon, III.
JACOR COMMUNICATIONS, INC, AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
JACOR COMMUNICATIONS, INC.
(The Company)
Date March 31, 1999 By R. Christopher Weber
R. Christopher Weber,
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Company and in the capacities and on the dates
indicated.
Date March 31, 1999 Randy Michaels
Randy Michaels,
Chief Executive Officer, Director
(Principal Executive Officer)
Date March 31, 1999 Robert L. Lawrence
Robert L. Lawrence,
President and Director
Date March 31, 1999 Sam Zell
Sam Zell,
Chairman and Director
Date March 31, 1999 Sheli Z. Rosenberg
Sheli Z. Rosenberg,
Vice Chair and Director
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
SIGNATURES, Continued
Date March 31, 1999 Peter C.B. Bynoe
Peter C.B. Bynoe
Director
Date March 31, 1999 John W. Alexander
John W. Alexander,
Director
Date March 31, 1999 Rod F. Dammeyer
Rod F. Dammeyer,
Director
Date March 31, 1999 F. Philip Handy
F. Philip Handy,
Director
Date March 31, 1999 Marc Lasry
Marc Lasry,
Director
Date March 31, 1999 Mary Agnes Wilderotter
Mary Agnes Wilderotter
Director
Date March 31, 1999 R. Christopher Weber
R. Christopher Weber
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
EXHIBIT 21
The following is a list of the subsidiaries of the Company as of
December 31, 1998. All of these subsidiaries are included in the
Consolidated Financial Statements which are a part of this
report.
Percentage
State of of Equity
Name of Company Relationship Incorporation Ownership
Jacor Broadcasting
Corporation Subsidiary Ohio 100%
Broadcast Finance, Inc. Subsidiary Ohio 100%
Jacor Broadcasting
of Florida, Inc. Subsidiary Florida 100%
Jacor Broadcasting
of Atlanta, Inc. Subsidiary Georgia 100%
Jacor Broadcasting
of Colorado, Inc. Subsidiary Colorado 100%
NSN Network Services,
LTD. Subsidiary Delaware 100%
Jacor Broadcasting
of Tampa Bay, Inc. Subsidiary Florida 100%
Jacor Cable, Inc. Subsidiary Kentucky 100%
Jacor Broadcasting
of San Diego, Inc. Subsidiary Delaware 100%
JBSL, Inc. Subsidiary Missouri 100%
Jacor Broadcasting
of Sarasota, Inc. Subsidiary Florida 100%
Inmobiliaria Radial,
S.A. de C.V. Subsidiary Mexico 100%
Noble Broadcast Group,
Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Denver, Inc. Subsidiary California 100%
Noble Broadcast of
San Diego, Inc. Subsidiary California 100%
Jacor Broadcasting of
St. Louis, Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Toledo, Inc. Subsidiary California 100%
Nova Marketing Group
Inc. Subsidiary California 100%
Noble Broadcast
Licenses, Inc. Subsidiary California 100%
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
EXHIBIT 21, Continued
Percentage
State of of Equity
Name of Company Relationship Incorporation Ownership
Noble Broadcast
Holdings, Inc. Subsidiary Delaware 100%
Sports Radio
Broadcasting, Inc. Subsidiary California 100%
Nobro, S.C. Subsidiary Mexico 100%
Sports Radio, Inc. Subsidiary California 100%
Noble Broadcast
Center, Inc. Subsidiary California 100%
Citicasters Co. Subsidiary Ohio 100%
GACC-N26LB. Inc. Subsidiary Delaware 100%
Great American
Television
Productions, Inc. Subsidiary California 100%
Cine Mobile Systems
Int'l, N.V. Subsidiary Antille 100%
Cine Movil S.A. de C.V. Subsidiary Mexico 100%
Cine Guarantors II, LTD. Subsidiary Canada 100%
Jacor Licensee of
Louisville, Inc. Subsidiary Delaware 100%
Jacor Licensee of
Louisville II, Inc. Subsidiary Delaware 100%
Jacor Licensee of Salt
Lake City, Inc. Subsidiary Delaware 100%
Jacor Licensee of Salt
Lake City II, Inc. Subsidiary Delaware 100%
Jacor Licensee of
Charleston, Inc. Subsidiary Delaware 100%
Jacor Licensee of
Kansas City, Inc. Subsidiary Delaware 100%
Jacor Licensee of
Las Vegas, Inc. Subsidiary Delaware 100%
Jacor Licensee of
Las Vegas II, Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Charleston, Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Kansas City, Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Las Vegas, Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Las Vegas II, Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Louisville, Inc. Subsidiary Delaware 100%
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
EXHIBIT 21, Continued
Percentage
State of of Equity
Name of Company Relationship Incorporation Ownership
Jacor Broadcasting of
Louisville II, Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Salt Lake City, Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Salt Lake City II, Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Youngstown, Inc. Subsidiary Delaware 100%
Jacor Communications
Company Subsidiary Florida 100%
Jacor/Premiere
Holding, Inc. Subsidiary Delaware 100%
MultiVerse Acquisition
Corp. Subsidiary Delaware 100%
Premiere Radio
Networks, Inc. Subsidiary Delaware 100%
Radio-Active
Media, Inc. Subsidiary Delaware 100%
WHOK, Inc. Subsidiary Ohio 100%
Chancellor Broadcasting
Co., Inc. Subsidiary Oregon 100%
High Plains Broadcasting,
Inc. Subsidiary Delaware 100%
Jacor Broadcasting of
Oregon, Inc. Subsidiary Oregon 100%
Jacor Broadcasting of
Washington, Inc. Subsidiary Washington 100%
Tsunami Communications,
Inc. Subsidiary Colorado 100%
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statements of Jacor Communications, Inc. on Forms S-8 (File No.'s
33-65126, 33-10329, 33-56385,33-61719, 333-28587, 333-28371, 333-
28399, 333-28401 and 333-28363) and on Forms S-3 (File No.'s 333-
21419, 333-06639 and 333-51489) and in the registration statement
of Clear Channel Communications, Inc. on Form S-4 (File No. 333-
72839) of our report dated February 12, 1999, on our audits of
the consolidated financial statements of Jacor Communications,
Inc. and Subsidiaries as of December 31, 1998 and 1997 and for
the years ended December 31, 1998, 1997 and 1996, which report is
included in this Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Cincinnati, Ohio
March 30, 1999