SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 8, 1998
Jacor Communications, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-12404 31-0978313
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(State or Other Jurisdiction (Commission (IRS employer
of Incorporation) File Number) Identification No.)
50 E. Rivercenter Blvd., 12th Floor, Covington, KY 41011
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (606) 655-2267
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Not Applicable
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(former name or former address, if changed since last report)
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Item 5. Other Events.
On October 8, 1998, Jacor Communications, Inc. (the "Company") entered into
an Agreement and Plan of Merger (the "Merger Agreement") with Clear Channel
Communications, Inc., a Texas corporation ("Parent"), and CCU Merger Sub, Inc.,
a Delaware corporation ("Merger Sub") and a wholly-owned subsidiary of Parent.
Pursuant to the Merger Agreement, and subject to the terms and conditions
thereof, Merger Sub will be merged with and into the Company, which shall be the
surviving corporation and shall become a wholly owned subsidiary of Parent. The
consideration to be received by the stockholders of the Company pursuant to the
Merger Agreement is as described in the Merger Agreement and the press release
issued by the Company and Parent on October 8, 1998 (the "Press Release") a copy
of which is attached hereto as Exhibit 99 and is incorporated by reference
herein. The foregoing description of the Merger Agreement is qualified in its
entirety by reference to the full text of the Merger Agreement, a copy of which
is attached hereto as Exhibit 2 and which is incorporated herein by reference.
Contemporaneously with the execution and delivery of the Merger Agreement,
the Company and certain stockholders of Parent entered into a Voting Agreement
dated as of the date of the Merger Agreement, (the "Voting Agreement"), a copy
of which is attached hereto as Exhibit 7 and which is incorporated herein by
reference. The foregoing description of the Voting Agreement is qualified in
its entirety by reference to the full text of the Voting Agreement.
FORWARD-LOOKING STATEMENT DISCLOSURE
This report contains certain forward-looking statements within the
meaning of the Private Litigation Reform Act of 1995. Forward-looking
statements are statements other than historical information or statements of
current condition. Words such as expects, anticipates, intends, plans,
believes, seeks or estimates, or variations of such words, and similar
expressions are also intended to identify forward-looking statements. In
light of the risks and uncertainties inherent in future projections, many of
which are beyond the Company's control, actual results could differ
materially from those in the forwarded-looking statements. These statements
should not be regarded as a representation that the objectives will be
achieved. Risks and uncertainties include, but are not limited to, the
following: general economic conditions including changes in interest rates
and the performance of financial markets; changes in domestic and foreign
laws, regulations and taxes, the success of processing and other strategies,
judicial decisions and rulings; and various other matters. The Company has no
obligation to release publicly the results of any future revisions it may
make to forward-looking statements to reflect events or circumstances after
the date hereof, or to reflect the occurrence of unanticipated events. For more
information about the Company and risks arising when investing in the Company,
you are directed to the Company's most recent reports on Form 10-K and 10-Q as
filed with the Securities and Exchange Commission.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
2 Agreement and Plan of Merger, dated as of October 8, 1998, by and
among Jacor Communications, Inc., Clear Channel Communications, Inc.
and CCU Merger Sub, Inc.
10 Voting Agreement, dated as of October 8, 1998, by and among Jacor
Communications, Inc. and certain stockholders of Clear Channel
Communications, Inc. named therein.
99 Press release issued by Jacor Communications, Inc. and Clear Channel
Communications, Inc. on October 8, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 9, 1998
JACOR COMMUNICATIONS, INC.
(Registrant)
By: /s/ R. Christopher Weber
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Name: R. Christopher Weber
Title: Chief Financial Officer
EXHIBIT INDEX
2 Agreement and Plan of Merger, dated as of October 8, 1998, by and
among Jacor Communications, Inc., Clear Channel Communications, Inc.
and CCU Merger Sub, Inc.
10 Voting Agreement, dated as of October 8, 1998, by and among Jacor
Communications, Inc. and certain stockholders of Clear Channel
Communications, Inc. named therein.
99 Press release issued by Jacor Communications, Inc. and Clear Channel
Communications, Inc. on October 8, 1998.