-----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, LodTcQ2/bEhZCOsHhiv3ouFU1I0saG+MWq7i5KnoIV0HPrkLQF5xgH86liuvQ7Xk JIG4G71A1pGV8zFoXtbf/w== 0000912057-97-013367.txt : 19970418 0000912057-97-013367.hdr.sgml : 19970418 ACCESSION NUMBER: 0000912057-97-013367 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970417 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PREMIERE RADIO NETWORKS INC CENTRAL INDEX KEY: 0000885084 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 954083971 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45767 FILM NUMBER: 97582679 BUSINESS ADDRESS: STREET 1: 15260 VENTURA BLVD SUITE 500 CITY: SHERMAN OAKS STATE: CA ZIP: 94103-5339 BUSINESS PHONE: 8183775300 MAIL ADDRESS: STREET 1: 15260 VENTURA BOULEVARD STREET 2: SUITE 500 CITY: SHERMAN OAKS STATE: CA ZIP: 91403-5339 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 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 1 SCH 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____________)* PREMIERE RADIO NETWORKS, INC. (Name of Issuer) (i) Common Stock, par value $0.01 per share (ii) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) (i) 740906 20 1; (ii) 740906 10 2 (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 7, 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. 740906 20 1 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* BK, AF, WC, OO 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 3,658,577 (See Item 3) BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH N/A REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 3,658,577 10. SHARED DISPOSITIVE POWER N/A 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,658,577 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* N/A 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% of Common Stock 14. TYPE OF REPORTING PERSON* CO *(See Instructions) 2 CUSIP NO. 740906 10 2 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* BK, AF, WC, OO 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 4,256,794 (See Item 3) BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH N/A REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 4,256,794 10. SHARED DISPOSITIVE POWER N/A 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,256,794 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* N/A 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% of Class A Common Stock 14. TYPE OF REPORTING PERSON* CO *(See Instructions) 3 ITEM 1. SECURITY AND ISSUER The name of the issuer is Premiere Radio Networks, Inc., a Delaware corporation (the "Company"). The address of the principal executive offices of the Company is 15260 Ventura Boulevard, Fifth Floor, Los Angeles, California 91403-5339. The classes of the Company's securities to which this Schedule 13D relates are its Common Stock, par value $0.01 per share, and Class A Common Stock, par value $0.01 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 7, 1997, including pending acquisitions, JCC, through its subsidiaries, owns, operates, represents or provides programming for approximately 130 radio stations in 27 U.S. broadcast areas and one television station. 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 4 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 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 Partners, 229 N. Church Street Inc., primarily an investment company with Suite 200 interests in real estate and development Charlotte, NC 28202 companies; Partner of Meringoff Equities, a real estate and investment company. 5 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 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 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 6 The name, business address and principal occupation of each 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 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 7 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 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 Sole director and President of ZCI and Two North Riverside Plaza Chairman of the Board of Equity Group Chicago, IL 60606 Investments, Inc., an investment and management company 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 8 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 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 9 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 On April 7, 1997, Jacor, JCC and PRN Holding Acquisition Corp. ("Buyer"), a wholly-owned subsidiary of JCC, entered into an Agreement and Plan of Merger (the "Merger Agreement") with the Company. Pursuant to the terms of the Merger Agreement, Buyer will merge with and into the Company (the "Merger") such that each outstanding share of the Company's capital stock (other than shares held by Jacor, treasury shares and dissenting shares, if any) will be converted into the right to acquire $13.50 in cash and .1525424 shares, subject to adjustment, (the "Exchange Ratio") of Jacor common stock. The Company will be the surviving company in the Merger and will be a subsidiary of Jacor. The holders of more than 50% of the voting power of the Company have entered into a shareholders' agreement whereby they have agreed to vote their shares of the Company in favor of the Merger by written consent as soon as is practicable. The merger consideration is subject to adjustment in certain circumstances. If the Merger is not consummated on or before July 31, 1997, the cash portion of the merger consideration will accrue interest at the rate of 7 1/2% per annum commencing August 1, 1997 (a maximum additional per share amount of $.084375 payable in cash). Also, if the average closing price of Jacor common stock for the 10 trading days immediately preceding the third trading day prior to the closing of the Merger (the "Average Price") is less than $26.50 or more than $32.50, then the Exchange Ratio will be adjusted by multiplying .152524 by a fraction which has as its numerator either $26.50 or $32.50 (whichever is applicable based upon which threshold is triggered) and as its denominator the Average Price. In order to facilitate the Merger, JCC has further agreed to purchase all of the outstanding shares of common stock of Archon Communications, Inc. ("Archon"), the largest shareholder of the Company's capital stock. Such stock purchase is to be consummated immediately prior to the closing of the Merger and the consummation of the Merger is conditioned upon the closing of JCC's purchase of the Archon stock. Archon's principal business activity has been the ownership of the Company's Common Stock, Class A Common Stock and options and warrants to acquire the Company's Common Stock and the provision of strategic consulting services to the Company. For their shares in Archon, the Archon shareholders will receive an amount of cash and Jacor common stock calculated on the basis of what Archon would have received in the Merger for the Company's Common Stock and the Company's options and warrants owned by Archon, plus cash equal to Archon's cash on hand (net of Archon liabilities) upon closing. The cash and stock to be paid by Jacor is valued at approximately $18 per share of the Company's capital stock. The total consideration to be paid by Jacor, including payment for certain of the Company's outstanding warrants to purchase common stock and stock options, is expected to aggregate approximately $185 million inclusive of the amounts to be paid to the Archon shareholders as discussed in the preceding 10 paragraph. Net of the Company's cash on hand and excess working capital to be acquired by Jacor in the Merger, the total net consideration to be paid by Jacor is expected to be approximately $165 million. Jacor anticipates that the sources of cash to be used for the cash portion of the merger consideration will be obtained from a combination of one or more of the following sources: credit facilities established with banks or other financial institutions; JCC's working capital; monies that may be raised through public and/or private offerings of Jacor's equity and/or debt securities. As of the date hereof, Jacor has made no definitive decisions as to which of these potential funding sources will be utilized. The closing of the Merger is subject to certain conditions, including expiration of the applicable Hart-Scott-Rodino waiting period, approval by the Company's shareholders and other customary closing conditions. The Merger Agreement becomes terminable on August 31, 1997. The Company anticipates that the closing will occur during the summer of 1997. ITEM 4. PURPOSE OF TRANSACTION JCC intends to acquire all of the Company's outstanding shares of Common Stock and Class A Common Stock and, as a result, to acquire control of the Company. Upon consummation of the Merger, the Company will become a JCC subsidiary. The Certificate of Incorporation of the Company will become the Certificate of Incorporation of the Company, as the surviving corporation, at the effective time of the Merger. The By-Laws of Buyer will become the By-Laws of the Company, as the surviving corporation, at the effective time of the Merger. In addition, at the effective time of the Merger, the directors of Buyer will become the directors of the Company, as the surviving corporation, and the officers of the Company will become the officers of the Company, as the surviving corporation. Jacor anticipates that, following the effective time of the Merger, the Company's Common Stock and Class A Common Stock will be delisted from the Nasdaq National Market and that such classes of securities will be eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) By virtue of the Merger Agreement and upon consummation of the Merger, JCC will acquire beneficial ownership of all 3,658,577 outstanding shares of Common Stock and 4,256,794 outstanding shares of the Company's Class A Common Stock, representing 100% of each of such classes of securities. (b) By virtue of the Merger Agreement and upon consummation of the Merger, JCC will acquire beneficial ownership of all outstanding shares of the Company's Common Stock and Class A Common Stock such that, upon consummation of the Merger, JCC will have sole voting power 11 and sole disposition power over 100% of the Company's Common Stock and Class A Common Stock. (c) None. (d) None. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER As described in Item 3 above, Jacor, JCC and Buyer and the Company have entered into the Merger Agreement. Also, as described in Item 3 above, Jacor, JCC, Archon Communications Partners LLC, News America Holdings, Incorporated and The News Corporation Limited have entered into a Stock Purchase Agreement dated as of April 7, 1997 (the "Stock Purchase Agreement"). Pursuant to the Stock Purchase Agreement, JCC will acquire all of the capital stock of Archon immediately prior to the closing of the transaction contemplated by the Merger Agreement. Archon is the largest shareholder of the Company's capital stock, and Archon's principal business activity has been the ownership of the Company's Common Stock, Class A Common Stock and options and warrants to acquire the Company's Common Stock and the provision of strategic consulting services to the Company. In addition, in connection with the proposed Merger, the holders of more than 50% of the voting power of the Company have entered into a shareholders agreement (the "Shareholders' Agreement") whereby they have agreed to vote their shares of the Company in favor of the Merger by written consent as soon as is practicable. The summaries contained in this Schedule 13D of the Merger Agreement, the Stock Purchase Agreement and the Shareholders' Agreement are qualified in their entirety by reference to each of those agreements and incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The above mentioned Merger Agreement, Shareholders' Agreement and Stock Purchase Agreement are incorporated by reference as exhibits hereto as follows: Exhibit 1 Agreement and Plan of Merger dated as of April 7, 1997 among Jacor Communications, Inc. ("Jacor"), Jacor Communications Company ("JCC"),PRN Holding Acquisition Corp. ("Buyer"), and Premiere Radio Networks,Inc. (the "Company") (omitting schedules and exhibits not deemed material). Incorporated by reference to Exhibit 2.1 to the Current Report of Jacor on Form 8-K dated April 7, 1997. Exhibit 2 Shareholders' Agreement dated as of April 7, 1997 by and among Jacor, JCC, Archon Communications, Inc. ("Archon"), the stockholders of Archon and certain 12 shareholders of the Company (omitting schedules and exhibits not deemed material). Incorporated by reference to Exhibit 2.2 to the Current Report of Jacor on Form 8-K dated April 7, 1997. Exhibit 3 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 the Current Report of Jacor on Form 8-K dated April 7, 1997. 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 /s/ Jon M. Berry By: --------------------------------------- Jon M. Berry, Senior Vice President, Treasurer and Assistant Secretary Date: April 17, 1997 13 -----END PRIVACY-ENHANCED MESSAGE-----