Clear Channel Communications, Inc. [LOGO]
CLEAR CHANNEL COMMUNICATIONS, INC.
Houston Lane, VP - Finance
210.822.2828
JACOR COMMUNICATIONS, INC.
Pam Taylor, SVP, Communications
606.655.6523
CLEAR CHANNEL AND JACOR TO MERGE
SAN ANTONIO, TX AND COVINGTON, KY, OCTOBER 8, 1998: Clear Channel
Communications, Inc. (NYSE: CCU) and Jacor Communications, Inc. (Nasdaq:
JCOR) announced today the signing of a definitive merger agreement for a
tax-free, stock-for-stock transaction. Based upon the closing price of the
Clear Channel common stock of $37.00 on Wednesday, October 7, 1998, the
merger is valued at approximately $4.4 billion (including the assumption of
Jacor's debt).
Upon completion of the merger, the combined entity will be the country's
second largest radio company in terms of radio stations and third largest
ranked by total radio revenue as well as the world's largest out-of-home
advertising company. The combined company will own and/or operate 454 radio
stations in 101 domestic markets. In total the combined company will have
operations in 117 domestic markets. (See attached list of the combined
company's domestic operations.)
In the merger, each 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 25 consecutive trading days ending on the second
trading day prior to the closing date, as follows:
AVERAGE CLOSING PRICE CONVERSION
OF CLEAR CHANNEL STOCK NUMBER
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 ($60.00 in value)
Above $44.44 but less than $50.00.................................1.350
If the average closing price is $50.00 or more, the Conversion Number 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.
Based upon the October 7, 1998 closing price of Clear Channel common stock,
each Jacor share of common stock would be converted into 1.4 shares of Clear
Channel common stock. This represents a 29% premium over the Jacor closing
price of $40.125. Upon completion of the merger, Jacor stockholders will own
approximately 25% of the combined company, based on the number of shares of
Clear Channel common stock currently outstanding.
The Board of Directors of both Clear Channel and Jacor have approved the
merger. As part of this transaction, the Zell/Chilmark Fund L.P., Jacor's
largest stockholder owning approximately 27% of Jacor's outstanding common
stock, and members of the Mays family owning approximately 15% of Clear
Channel's common stock, have committed to vote their shares in favor of this
transaction.
Completion of the merger is subject to customary closing conditions including
regulatory approvals and stockholder approvals by both companies'
shareholders. Clear Channel and Jacor expect to close the merger by September
30, 1999. It is anticipated that the merger will be immediately accretive to
Clear Channel's after tax cash flow.
Jacor will operate as a separate subsidiary of Clear Channel and no
significant changes are expected to its operations. Randy Michaels will
continue as Jacor's Chief Executive Officer and Bobby Lawrence will continue
as Jacor's President together with the continued participation of the Jacor
management.
Lowry Mays, Chief Executive Officer of Clear Channel, stated, "I am excited
about our merger with such an outstanding broadcasting company as Jacor. This
transaction is financially attractive, strategically compelling and
operationally complementary. The combination of our radio assets, coupled
with the overlap with our outdoor operations, creates and provides an
outstanding platform for future growth that will benefit the stockholders,
advertisers and employees of both companies. Randy Michaels and his talented
team will be a significant asset to Clear Channel and we welcome them to our
family."
Said Michaels, "This is an exciting time for Jacor. Combining Jacor's
outstanding radio stations, programmers, network and sticks with Clear
Channel's strong and diversified radio, television and outdoor operation
creates a media powerhouse. There's a tremendous amount of synergy created by
this merger, and the beauty is it flows both ways. Under the Clear Channel
umbrella, we will continue to acquire strong stations, develop the stick
portfolio and produce state of the art programming through our brand
management team. This business combination will further enhance Premiere
Radio Networks which recently took the #1 network rank in the Summer "RADAR"
survey. Clear Channel has been an outstanding performer in our industry for
many years and we're excited about joining such a high quality operation. And
now, finally, we can put all the rumors to rest and get busy running radio
stations."
Salomon Smith Barney acted as financial advisor to Clear Channel for the
merger. Donaldson, Lufkin & Jenrette Securities Corporation acted as
financial advisor to Jacor.
Clear Channel Communications, Inc. is a global diversified media company.
Including pending acquisitions, the Company operates, or is affiliated with,
625 radio stations, 19 television stations and approximately 220,000 outdoor
advertising displays in 25 countries worldwide. The Company also owns 29% of
Heftel Broadcasting Corporation (NASDAQ: HBCCA), the largest Spanish-language
radio broadcaster in the U.S.
Jacor is the nation's second largest radio company measured by total
stations. Including announced pending acquisitions, Jacor now owns, operates
or represents 230 radio stations in 55 broadcast areas and WKRC-TV in
Cincinnati. Additionally, Jacor and its wholly owned subsidiary Premiere
Radio Networks combine to form the third largest provider of syndicated radio
programming in the country, syndicating the nation's leading radio talk shows
which include The Rush Limbaugh Show, The Dr. Laura Schlessinger Show, Dr.
Dean Edell and Art Bell's overnight programs, "Dreamland" and "Coast to
Coast." Jacor also owns NSN Network Services, a satellite systems integration
company that provides design, communications technology and support to
establish and maintain global satellite connectivity to companies worldwide.
Jacor plans to pursue growth through continued acquisitions of complementary
radio stations in existing broadcast locations, and radio groups or
individual stations with significant presence in other attractive domestic
and international locations. Additionally, Jacor plans to grow in other
broadcast related products and businesses.
Visit WWW.CLEARCHANNEL.COM, WWW.JACOR.COM or WWW.CFONEWS.COM for more
information on Clear Channel or Jacor Communications.
###
SOME OF THE STATEMENTS IN THIS NEWS RELEASE ARE FORWARD LOOKING STATEMENTS
THAT INVOLVE CERTAIN RISKS AND UNCERTAINTIES. POTENTIAL RISKS AND
UNCERTAINTIES INCLUDE ECONOMIC FACTORS, THE SUCCESS OF PROGRAMMING
STRATEGIES, AND OTHER BUSINESS FACTORS. INVESTORS SHOULD REVIEW THESE AND
OTHER RISKS AND UNCERTAINTIES DISCUSSED IN COMPANY DOCUMENTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.
Attachment: Station List
------------------------------------------
CONFERENCE CALL
CLEAR CHANNEL/JACOR
9:00 A.M. ET
CALL: 800-779-5194
PASS CODE: CLEAR CHANNEL
------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
RADIO CLEAR
DMA CLEAR CHANNEL JACOR CHANNEL CLEAR CHANNEL JACOR
MARKET RANK RADIO RADIO DISPLAYS TV TV
- ----------------------------------------------------------------------------------------------------------------
New York, NY 1 1,026
Los Angeles, CA 2 2 FM / 2 AM 7,127
Chicago, IL 3 10,658
San Francisco, CA 4 2 FM 9,506
Philadelphia, PA 5 2,627
Dallas, TX 6 2 FM 4,529
Washington, D.C. 8 672
Houston, TX 9 4 FM / 3 AM 3 FM 5,359
Miami, FL 11 5 FM / 2 AM 2,088
Atlanta, GA 12 4 FM / AM 1,525
Minneapolis, MN 14 1,788 Fox
San Diego, CA 15 7 FM / 4 AM 812
Phoenix, AZ 17 2 FM 365
St. Louis, MO 18 5 FM / AM
Baltimore, MD 19 2 FM / AM 3,360
Pittsburgh, PA 20 AM
Tampa-St.
Petersburg, FL 21 5 FM / 3 AM 5 FM / 2 AM 2,038
Denver, CO 22 5 FM / 3 AM
Cleveland, OH 23 2 FM / AM 4 FM / AM 2,274
Portland, OR 24 3 FM / 2 AM
Cincinnati, OH 25 4 FM / 4 AM CBS
Sacramento, CA 27 703
San Jose, CA 28 3 FM
Riverside, CA 29 2 AM
Milwaukee, WI 30 3 FM / AM 1,757
Providence, RI 31 2 FM CBS / Fox
Columbus, OH 32 3 FM / 2 AM
San Antonio, TX 33 3 FM / 3 AM 3,460
Norfolk, VA 34 4 FM
Salt Lake City, UT 35 4 FM / 3 AM
Indianapolis, IN 37 1,984
Orlando, FL 38 4 FM / 2 AM 1,907
New Orleans, LA 39 5 FM / 2 AM
Greensboro, NC 40 2 FM / 2 AM
Las Vegas, NV 43 4 FM
Memphis, TN 45 4 FM / 3 AM 2,592 ABC / UPN
Rochester, NY 47 5 FM / 2 AM
Raleigh-Durham, NC 48 4 FM / AM
West Palm
Beach, FL 49 4 FM / 2 AM
Austin, TX 50 3 FM / AM
Jacksonville, FL 51 4 FM / 2 AM 3 FM / 2 AM 1,228 Fox / UPN
Louisville, KY 52 4 FM / 3 AM 5 FM / AM
Oklahoma City, OK 53 4 FM / 3 AM
Dayton, OH 54 2 FM / AM 5 FM / 1 AM
Richmond, VA 56 3 FM / 3 AM
Albany, NY 57 5 FM / 2 AM Fox
Greenville, SC 58 3 FM / AM
Tulsa, OK 60 4 FM / 2 AM Fox / UPN
Tucson, AZ 61 UPN
Grand Rapids, MI 65 4 FM / 2 AM
Allentown, PA 66 FM / AM
El Paso, TX 69 3 FM / 2 AM 1,384
Harrisburg, PA 73 3 FM / 3 AM CBS / UPN
Wilmington, DE 74 1,114
Ft. Myers, FL 75 4 FM / AM
Toledo, OH 76 3 FM / 2 AM
Springfield, MA 77 FM / AM
Monterey, CA 78 4 FM / 2 AM
Sarasota, FL 79 4 FM / 2 AM
Little Rock, AR 82 5 FM Fox / UPN
Mobile, AL 86 5 FM / 2 AM NBC / UPN
Des Moines, IA 88 2 FM / AM 668
Wichita/Salina, KS 89 Fox
Columbia, SC 90 3 FM / AM
Youngstown, OH 91 3 FM / 2 AM
Daytona Beach, FL 92 FM
New Haven, CT 95 FM / 2 AM
Charleston, SC 97 4 FM
Chattanooga, TN 102 971
Ocala-
Gainesville, FL 105 1,062
Lexington, KY 108 4 FM / 2 AM
Lancaster, PA 110 FM / AM
Jackson, MS 118 2 FM / 2 AM
Pensacola, FL 123 2 FM
Boise, ID 126 4 FM / 2 AM
Reading, PA 131 FM / AM
Ft. Collins-
Greeley, CO 135 2FM / 2 AM
Utica, NY 149 3 FM / 3 AM
Evansville, IN 152 977
Salisbury, MD 153 878
Tallahassee, FL 165 4 FM / AM
Johnstown, PA 168 FM / AM
Myrtle Beach, FL 175 1,206
Santa Barbara, CA 187 3 FM / 2 AM
Cedar Rapids, IA 199 2 FM / 2 AM
Medford, OR 204 4 FM / AM
Lima, OH 221 3 FM / AM
Panama City, FL 226 4 FM / AM
Williamsport, PA 244 2 FM / 2 AM
Cookeville, TN 258 2 FM / 2 AM
Cheyenne, WY 265 4 FM / AM
Casper, WY 267 FM /2 AM
Albany, OR -- FM / AM
Atlantic Coast, FL -- 664
Antilope Valley, CA -- 2 FM / AM
Bismark, ND -- FM / AM
Burlington, IA -- FM / AM
Centralia, WA -- FM / AM
Chillicothe, OH -- 1FM / 2 AM
Corvallis, OR -- FM / AM
Devine, TX -- FM / AM
Findlay, OH -- 2FM
Florida Keys, FL -- 5 FM / AM
Ft. Madison, IA -- FM / AM
Greenville, OH -- AM
Gulf Coast, FL -- 457
Idaho Falls, ID -- FM / AM
Marion, OH -- 2 FM / AM
Punta Gorda, FL -- 2 FM / AM
Pocatello, ID -- 2 FM / AM
Sandusky, OH -- 2FM / AM
Santa Clarita -- AM
Shreveport, LA -- 3 FM / 2 AM
Springfield, OH -- AM
Thousand Oaks, CA -- AM
Twin Falls, ID -- 2 FM / AM
Washington Cte
Hse, OH -- FM / AM
OTHER ASSETS:
Clear Channel Jacor
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