UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported)
OCTOBER 11, 1996 (SEPTEMBER 27, 1996)
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PREMIERE RADIO NETWORKS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20065 95-4083971
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
15260 VENTURA BOULEVARD, SUITE 500, LOS ANGELES, CALIFORNIA 91403
(Address of principal executive offices, including ZIP code)
Registrant's telephone number, including area code (818)377-5300
ITEM 2. ACQUISITION(S) OR DISPOSITION(S) OF ASSETS
ACQUISITION OF THE ASSETS OF PHILADELPHIA MUSIC WORKS
On September 27, 1996 the Premiere Radio Networks, Inc. (the "Company")
acquired substantially all of the assets of Philadelphia Music Works, Inc.
(herein, "PMW") for total consideration of $635,000, consisting of $435,000
in cash and $200,000 in a 6.5% interest, two-year promissory note. Further,
additional consideration of up to $700,000 may be payable depending upon the
audience levels delivered by PMW. The purchase price was determined by arms
length negotiations.
Based in Philadelphia, Pennsylvania, PMW is in the business of producing
and distributing custom jingles to third party radio station affiliates in
exchange for commercial broadcast time, and directly to advertisers for cash.
The assets of PMW acquired by the Company consist principally of intellectual
properties and other intangibles, including a library of over 6,000 jingles,
third-party radio station affiliate broadcast contracts, and copyrights. The
Company did not assume any pre-acquisition accounts payable or other obligations
of PMW, except for certain commitments under real property and equipment leases.
The acquisition of PMW will be accounted for by the Company as a purchase,
and was financed entirely through existing working capital of the Company.
Separately, on September 27, 1996 the Company amended and restated an
August 29, 1995 agreement pursuant to which it entered into future commitments
to acquire licenses to three (3) production music libraries from Canary
Productions, Inc. ("Canary"), which is wholly-owned by Andrew Mark, President of
the Company's Broadcast Music Works Division. Under the amended and restated
agreement, the Company has entered into future commitments to acquire one (1)
additional production music library, four (4) production music libraries in
total, from Canary. The licenses to the production music libraries will be
acquired by the Company, one each year during the next four years, for a
purchase price that will be based upon a formula of a multiple of earnings of
each such library.
ACQUISITION OF THE ASSETS OF CUTLER PRODUCTIONS, INC. AND SJM PRODUCTIONS, INC.
On October 1, 1996, the Company consummated an agreement which became
effective as of September 30, 1996, pursuant to which it acquired substantially
all of the assets of Cutler Productions, Inc. and SJM Productions, Inc.
(collectively, "Cutler") for consideration consisting of $8,500,000 cash. The
purchase price was determined by arms length negotiations.
Based in Tarzana, California, Cutler is an independent creator, producer
and distributor of comedy, entertainment and music related radio programs and
services. Cutler distributes its programs and services to third party radio
station affiliates in exchange for commercial broadcast time. The assets of
Cutler acquired by the Company consist principally of intellectual properties
and other intangibles, including third-party radio station affiliate broadcast
contracts, a library of programs and program rights,
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and copyrights. The Company did not assume any pre-acquisition accounts payable
or other obligations of Cutler, except for certain commitments under real
property and equipment leases. The acquisition of Cutler will be accounted for
by the Company as a purchase, and was financed entirely through existing working
capital of the Company. Also, Ronald Cutler, a 100% shareholder of Cutler prior
to the above transaction, will be employed by the Company as President of the
Company's Cutler Productions Division under a three (3) year employment
contract.
ITEM 5. OTHER EVENTS
ACQUISITION OF MINORITY INTEREST IN NEWSTRACK JOINT VENTURE
On March 20, 1995, the Company entered into a joint venture agreement
with Marketing Research Partners, Inc. ("MRPI") to nationally syndicate
Newstrack, a research service jointly developed by the Company and MRPI (the
"Newstrack Joint Venture"). The Newstrack Joint Venture commenced operations
on or about September 1, 1995 with the Company holding a 75% interest and
MRPI holding a 25% interest.
Effective September 3, 1996, the Company acquired the remaining 25%
minority interest from MRPI for $303,188. The purchase price was determined by
arms length negotiations. The acquisition of the 25% minority interest in the
Newstrack Joint Venture will be accounted for by the Company as a purchase, and
was financed entirely through existing working capital of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS(ES) ACQUIRED
Audited and/or unaudited financial information, as required, will be filed
by subsequent amendment within forty-five (45) days hereof. With respect to the
acquisition of the assets of Cutler, the Company intends to provide audited
financial statements only with respect to Cutler's most recently completed
fiscal year ending December 31, 1995 and unaudited financial statements for its
fiscal year ending December 31, 1994 in a subsequent amendment. With respect to
the acquisitions of the minority interest in the Newstrack Joint Venture and the
assets of PMW, the Company does not intend to provide such audited financial
statements in a subsequent amendment as these transactions are individually and
in the aggregate insignificant.
(b) PRO FORMA FINANCIAL INFORMATION
Pro forma financial information, as required, will be filed by subsequent
amendment within forty-five (45) days hereof.
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(c) EXHIBITS PAGE
Exh 10.18 Agreement Re: Purchase of interest in
Newstrack Joint Venture and Revision of Prior
Call-Out Research Agreements for Newstrack
and Mediabase dated September 3, 1996 6
Exh 10.19 Purchase and Sale Agreement by and
between Premiere Radio Networks, Inc. as Buyer
and Philadelphia Music Works, Inc. as Seller
as of September 27, 1996 14
Exh 10.20 Amended and Restated Agreement
Re: Acquisition of Licenses of the Four
Music Libraries from Canary Productions,
Inc. dated September 27, 1996 36
Exh 10.21 Purchase and Sale Agreement by and be-
tween Premiere Radio Networks, Inc. as Buyer
and Cutler Productions, Inc. and SJM Productions,
Inc. as Sellers as of September 30, 1996 41
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* Enclosed herewith.
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SIGNATURE
Pursuant to the rules of Section 12 of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
PREMIERE RADIO NETWORKS, INC.
By:/s/ Daniel M. Yukelson
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Daniel M. Yukelson, Vice President
/Finance and Chief Financial Officer,
and Secretary
Date: OCTOBER 11, 1996
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