-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ta3TGDpjJ87YiHmpdGjfMqEG61tw7y/Mp9mMPFnqaL0OoS4yhaNaWq7iXIdM1cW/ TPnykWZ+DzwsoWpRYLiG9A== 0000912057-97-015297.txt : 19970505 0000912057-97-015297.hdr.sgml : 19970505 ACCESSION NUMBER: 0000912057-97-015297 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970502 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAXSON COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000923877 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 593212788 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44331 FILM NUMBER: 97594282 BUSINESS ADDRESS: STREET 1: 601 CLEARWATER PK RD CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 8135362211 MAIL ADDRESS: STREET 1: 18401 US HWY 19 NORTH CITY: CLEARWATER STATE: FL ZIP: 34624 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JACOR COMMUNICATIONS CO CENTRAL INDEX KEY: 0000317833 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 592054850 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 50 EAST RIVERCENTER BLVD STREET 2: 12 FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 EAST RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 FORMER COMPANY: FORMER CONFORMED NAME: CITICASTERS INC DATE OF NAME CHANGE: 19940629 FORMER COMPANY: FORMER CONFORMED NAME: GREAT AMERICAN COMMUNICATIONS CO DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FMI FINANCIAL CORP/FL DATE OF NAME CHANGE: 19871020 SC 13D/A 1 SCHEDULE 13-D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* PAXSON COMMUNICATIONS CORPORATION (Name of Issuer) Class A Common Stock, $.001 par value (Title of Class of Securities) 704231 10 9 (CUSIP Number) R. Christopher Weber Senior Vice President, Chief Financial Officer and Secretary Jacor Communications Company 50 East RiverCenter Boulevard, 12th Floor Covington, Kentucky 41011 (606) 655-2267 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 22, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ___. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 704231 10 9 1. NAMES OF REPORTING PERSONS S.S. or I.R.S. Identification No. of Above Persons Jacor Communications Company 59-2054850 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ____ N/A (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS* N/A 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ N/A 6. CITIZENSHIP OR PLACE OF ORGANIZATION Florida NUMBER OF 7. SOLE VOTING POWER SHARES 1,763,800 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH N/A REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 1,763,800 10. SHARED DISPOSITIVE POWER N/A 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,763,800 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* N/A 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% 14. TYPE OF REPORTING PERSON* CO *(See Instructions) 2 ITEM 1. SECURITY AND ISSUER The name of the issuer is Paxson Communications Corporation, a Delaware corporation (the "Company"). The address of the principal executive offices of the Company is 601 Clearwater Park Road, West Palm Beach, Florida 33401. The class of the Company's securities to which this Schedule 13D relates is its Class A Common Stock, $.001 par value per share. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) Jacor Communications Company ("JCC") is a Florida corporation and was formerly known as Citicasters Inc. JCC is a wholly owned subsidiary of Jacor Communications, Inc., a Delaware corporation ("Jacor"). Both JCC and Jacor have their principal executive offices located at 50 East RiverCenter Boulevard, 12th Floor, Covington, Kentucky 41011. As of April 28, 1997, including pending acquisitions, JCC, through its subsidiaries, owns, operates, represents or provides programming for approximately 135 radio stations in 29 U.S. broadcast areas and one television station. Jacor and JCC also own and distribute syndicated talk programming for radio broadcasting and act as a satellite systems integrator, Internet service provider and communications consultant focused on the radio broadcasting industry. The name, business address and principal occupation of each director of JCC are as follows: Name and Business Address Principal Occupation - ------------------------- -------------------- R. Christopher Weber Senior Vice President, Chief Financial 50 East RiverCenter Boulevard Officer and Assistant Secretary of Jacor 12th Floor Covington, KY 41011 Jon M. Berry Senior Vice President and Treasurer of Jacor 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 The name, business address and principal occupation of each executive officer of JCC are as follows: Name and Business Address Principal Occupation - ------------------------- -------------------- Randy Michaels Chief Executive Officer of Jacor 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 Robert L. Lawrence President and Chief Operating Officer of 50 East RiverCenter Boulevard Jacor 12th Floor Covington, KY 41011 R. Christopher Weber Senior Vice President, Chief Financial 50 East RiverCenter Boulevard Officer and Assistant Secretary of Jacor 12th Floor Covington, KY 41011 3 Jon M. Berry Senior Vice President and Treasurer of Jacor 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 David H. Crowl President/Radio Division of Jacor 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 Jerome L. Kersting Senior Vice President of Jacor 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 Jacor is the parent holding company of JCC. Zell/Chilmark Fund L.P., a Delaware limited partnership (the "Zell/Chilmark"), is a controlling person of Jacor. The sole general partner of Zell/Chilmark is ZC Limited Partnership, an Illinois limited partnership ("ZC Limited"). The sole general partner of ZC Limited is ZC Partnership, a Delaware general partnership ("ZC"). ZC's sole general partners are ZC, Inc., an Illinois corporation ("ZCI") and CZ, Inc., a Delaware corporation ("CZI"). ZCI is wholly owned and controlled by Samuel Zell. Samuel Zell, as trustee of the Samuel Zell Revocable Trust dated January 17, 1990 (the "SZ Trust"), is the sole shareholder of ZCI. Mr. Zell is also the beneficiary of the SZ Trust. CZI is wholly owned and controlled by David M. Schulte, its sole shareholder. The principal executive offices of Zell/Chilmark, ZC Limited, ZC, ZCI and CZI are located at Two North Riverside Plaza, Suite 1500, Chicago, IL 60606. The name, business address and principal occupation of each director of Jacor are as follows: Name and Business Address Principal Occupation - ------------------------- -------------------- John W. Alexander President of Mallard Creek Capital 229 N. Church Street Partners, Inc., primarily an investment Suite 200 company with investments in real estate and Charlotte, NC 28202 development companies; Partner of Meringoff Equities, a real estate and investment company Peter C.B. Bynoe Partner in the Chicago-based law firm of 203 N. LaSalle Street Rudnick & Wolfe Chicago, IL 60601 Rod F. Dammeyer Managing Director of Equity Group Two North Riverside Plaza Investments, Inc., a privately owned and 19th Floor affiliated investment and management company; Chicago, IL 60606 President, Chief Executive Officer and a director of Anixter International, Inc., a provider of integrated networking and cable solutions F. Philip Handy A Partner of Winter Park Capital Company, an 200 E. New England Avenue investment firm P.O. Box 3090 Winter Park, FL 32790 4 Marc Lasry Executive Vice President of Amroc 335 Madison Avenue Investments, Inc., an investment firm 26th Floor New York, NY 10017 Robert L. Lawrence President and Chief Operating Officer of 50 East RiverCenter Boulevard Jacor 12th Floor Covington, KY 41011 Randy Michaels Chief Executive Officer of Jacor 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 Sheli Z. Rosenberg Chief Executive Officer, President and a Two North Riverside Plaza Director of Equity Group Investments, Inc., a 6th Floor privately owned and affiliated investment and Chicago, IL 60606 management company; and Vice Chair of Jacor Maggie Wilderotter President and Chief Executive Officer of Wink 1001 Marina Village Pkwy. Communications Inc., a California-based Alameda, CA 94501 company that develops technology for adding simple interactivity and graphics to mass-market consumer electronic products Samuel Zell Chairman of the Board and Chief Executive Two North Riverside Plaza Officer of Capsure Holdings Corp.: Chairman Chicago, IL 60606 of the Board of Jacor, Revco D.S., Inc. and American Classic Voyages Co.; Chairman of the Trustees of Equity Residential Properties Trust; and former Chief Executive Officer of Manufactured Home Communities, Inc. The name, business address and principal occupation of each employee executive officer of Jacor are as follows: Name and Business Address Principal Occupation - ------------------------- -------------------- Randy Michaels Chief Executive Officer of Jacor 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 Robert L. Lawrence President and Chief Operating Officer of 50 East RiverCenter Boulevard Jacor 12th Floor Covington, KY 41011 5 David H. Crowl President/Radio Division of Jacor 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 R. Christopher Weber Senior Vice President, Chief Financial 50 East RiverCenter Boulevard Officer and Assistant Secretary of Jacor 12th Floor Covington, KY 41011 Jon M. Berry Senior Vice President and Treasurer of Jacor 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 John Hogan Senior Vice President of Jacor 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 Jerome L. Kersting Senior Vice President of Jacor 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 Paul F. Solomon Senior Vice President- General Counsel and 50 East RiverCenter Boulevard Secretary of Jacor 12th Floor Covington, KY 41011 Alfred Kenyon III Vice President- Engineering of Jacor 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 Nicholas Jan Miller Vice President- Marketing of Jacor 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 Thomas P. Owens Vice President- Programming of Jacor 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 William P. Suffa Vice President- Strategic Development of 50 East RiverCenter Boulevard Jacor 12th Floor Covington, KY 41011 6 The name, business address and principal occupation of each director and executive officer of ZCI are as follows: Name and Business Address Principal Occupation - ------------------------- -------------------- Samuel Zell Chairman of the Board and Chief Executive Two North Riverside Plaza Officer of Capsure Holdings Corp.; Chairman Chicago, IL 60606 of the Board of Jacor, Revco D.S., Inc. and American Classic Voyages Co.; Chairman of the Trustees of Equity Residential Properties Trust; and former Chief Executive Officer of Manufactured Home Communities, Inc. Donald W. Phillips Vice President of ZCI and Executive Vice Two North Riverside Plaza President of Equity Financial and Management Chicago, IL 60606 Company, an investment and management company Sheli Z. Rosenberg Chief Executive Officer, President and a Two North Riverside Plaza Director of Equity Group Investments, Inc., a 6th Floor privately owned and affiliated investment and Chicago, IL 60606 management company; and Vice Chair of Jacor Arthur A. Greenberg Vice President and Treasurer of ZCI and Two North Riverside Plaza President of the accounting firm of Greenberg Chicago, IL 60606 and Pociask LTD. Rod Dammeyer Managing Director of Equity Group Two North Riverside Plaza Investments, Inc., a privately owned and Chicago, IL 60606 affiliated investment and management company; and Chief Executive Officer of Anixter International, Inc. (formerly known as Itel Corporation), a provider of integrated networking and cable solutions David J. Rosen Vice President of ZCI Two North Riverside Plaza Chicago, IL 60606 The name, business address and principal occupation of each director and executive officer of CZI are as follows: Name and Business Address Principal Occupation - ------------------------- -------------------- David M. Schulte Sole director, President, Secretary and Two North Riverside Plaza Treasurer of CZI, and general partner of Chicago, IL 60606 Zell/Chilmark. Joel S. Friedland Vice President and Assistant Secretary of CZI Two North Riverside Plaza Chicago, IL 60606 Matthew R. Rosenberg Vice President and Assistant Secretary of CZI Two North Riverside Plaza Chicago, IL 60606 7 Daniel Yih Vice President and Assistant Secretary of CZI Two North Riverside Plaza Chicago, IL 60606 (d) -(e) During the last five years, neither JCC, nor to the best of JCC's knowledge, Jacor, the Zell/Chilmark, ZC Limited, ZC, ZCI, CZI or any of the directors or executive officers of JCC, Jacor, the Zell/Chilmark, ZC Limited, ZC, ZCI or CZI, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) All individuals described in this item 2 are United States citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Not applicable. ITEM 4. PURPOSE OF TRANSACTION JCC acquired and held the Class A Common Stock of the Company (the "Shares") for investment purposes. Its recent sales of some of the Shares has been consistent with this purpose. As a result of these sales, on April 22, 1997, JCC's ownership of outstanding shares of the Company's Class A Common Stock fell below 5% of such class of securities. This Amendment No. 1 is being filed to reflect this fact. JCC has no present plans or intentions which relate to or would result in any of the transactions required to be described in Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) JCC has beneficial ownership of 1,763,800 outstanding shares of the Company's Class A Common Stock representing 4.6% of such class of securities. (b) JCC has the beneficial ownership of 1,763,800 outstanding shares of the Company's Class A Common Stock such that JCC will have sole voting power and sole disposition power over 4.6% of the Company's Class A Common Stock. (c) JCC sold the following shares of the Company's Class A Common Stock on the following dates for the following prices per share (excluding commissions) in the open market: Date No. of Shares Price Per Share ---- ------------- --------------- April 17, 1997 26,500 10.6910 April 18, 1997 67,000 10.7370 April 21, 1997 6,600 10.8523 April 22, 1997 34,200 10.3732 April 23, 1997 50,800 9.8203 April 24, 1997 7,300 10.0000 April 25, 1997 34,000 10.1015 April 28, 1997 22,700 10.0115 April 29, 1997 22,200 10.0484 April 30, 1997 12,900 10.0349 May 1, 1997 2,000 10.0000 (d) Jacor, as the sole shareholder of JCC, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock of the Company held by JCC. 8 (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate. JACOR COMMUNICATIONS COMPANY By: /s/ R. Christopher Weber -------------------------------------------- R. Christopher Weber, Senior Vice President Chief Financial Officer and Secretary Date: May 2, 1997 ------------ 9 -----END PRIVACY-ENHANCED MESSAGE-----