673,628 Shares
JACOR COMMUNICATIONS, INC.
Common Stock
($.01 Par Value Per Share)
STOCK PURCHASE AGREEMENT
May 16, 1997
Equity Group Investments, Inc.,
on behalf of its affiliated designees
Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Jacor Communications, Inc., a Delaware corporation (the "Company")and
Jacor Communications Company; Broadcast Finance, Inc.; Cine Films, Inc.; Cine
Guarantors, Inc.; Cine Guarantors II, Inc.; Cine Guarantors II, Ltd.; Cine
Mobile Systems Int'l. N.V.; Cine Movil S.A. de C.V.; Citicasters Co.; EFM
Programming, Inc.; F.M.I. Pennsylvania, Inc.; GACC-N26LB, Inc.; GACC-340, Inc.;
Georgia Network Equipment, Inc.; Great American Merchandising Group, Inc.; Great
American Television Productions, Inc.; Inmobilaria Radial, S.A. de C.V.; Jacor
Broadcasting Corporation; Jacor Broadcasting of Atlanta, Inc.; Jacor
Broadcasting of Colorado, Inc.; Jacor Broadcasting of Florida, Inc.; Jacor
Broadcasting of Knoxville, Inc.; Jacor Broadcasting of St. Louis, Inc.; Jacor
Broadcasting of San Diego, Inc.; Jacor Broadcasting of Sarasota, Inc.; Jacor
Broadcasting of Tampa Bay, Inc.; Jacor Cable, Inc.; Location Productions, Inc.;
Location Productions II, Inc.; Noble Broadcast Center, Inc.; Noble Broadcast
Group, Inc.; Noble Broadcast Holdings, Inc.; Noble Broadcast Licenses, Inc.;
Noble Broadcast of Colorado, Inc.; Noble Broadcast of St. Louis, Inc.; Noble
Broadcast of San Diego, Inc.; Noble Broadcast of Toledo, Inc.; Nobro, S.C.; Nova
Marketing Group, Inc.; Regent Broadcasting of Charleston, Inc.; Regent
Broadcasting of Kansas City, Inc.; Regent Broadcasting of Las Vegas, Inc.;
Regent Broadcasting of Las Vegas II, Inc.; Regent Broadcasting of Louisville,
inc., Regent Broadcasting of Louisville II, Inc.; Regent Broadcasting of Salt
Lake City, Inc.; Regent Broadcasting of Salt Lake City II, Inc.; Regent Licensee
of Charleston, Inc.;
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Regent Licensee of Kansas City, Inc.; Regent Licensee of Las Vegas, Inc.;
Regent Licensee of Las Vegas II, Inc; Regent Licensee of Louisville, Inc.;
Regent Licensee of Louisville II, Inc.; Regent Licensee of Salt Lake City,
Inc.; Regent Licensee of Salt Lake City II, Inc.; Sports Radio Broadcasting,
Inc.; Sports Radio, Inc.; Xxxx-TCI Satellite Services, Inc.; The Xx Xxxxxxx
Company Agency, Inc.; WHOK, Inc.; and VTTV Productions, each a direct or
indirect subsidiary of the Company or any successor entity, whether by
merger, consolidation, change of name or otherwise (collectively, the
"Subsidiaries" and together with the Company, the "Registrants") confirm
their agreement with affiliated designees of Equity Group Investments, Inc.
(the "Purchaser") as follows:
1. THE SHARES. Subject to the terms and conditions herein set forth,
the Company proposes to sell to the Purchaser an aggregate of 673,628 shares
(the "Shares") of common stock, $.01 par value per share, of the Company (the
"Common Stock").
The Shares are being issued and sold (i) to fund, in part, the Cash
Consideration (as that term is defined in the Prospectus (defined below)) to be
paid by the Company under the Premiere Merger Agreement (as defined herein) and,
to the extent available, the other Pending Transactions (as that term is defined
in the Prospectus). Alternatively and pending such uses, the Company intends to
use the net proceeds for general corporate purposes, including acquisitions of
other broadcast properties and broadcast related businesses and to repay in part
outstanding indebtedness under the Credit Facility (defined below).
The Pending Transactions include, among other things, the merger (the
"Premiere Merger") of PRN Holding Acquisition Corp. ("PRN Holding"), a
subsidiary of the Company, with and into Premiere Radio Networks, Inc.
("Premiere") pursuant to an Agreement and Plan of Merger (the "Premiere Merger
Agreement"), dated as of April 7, 1997 by and among the Company, Jacor
Communications Company and PRN Holding.
This Stock Purchase Agreement and all related agreements and documents
executed in connection with the Pending Transactions are collectively referred
to herein as the "Transaction Documents."
Concurrently with the sale of the Shares, the Company is offering
shares of Common Stock to the public in an offering underwritten by Xxxxxxxxx,
Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), Credit Suisse First Boston
Corporation, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx
& Co. Incorporated and Xxxxx Xxxxxx Inc. (the "Underwritten Offering").
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2. REGISTRATION STATEMENT AND PROSPECTUS. The Registrants have
prepared and filed with the Securities and Exchange Commission (the
"Commission") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "Act"), a "shelf" registration statement on Form S-3 (No.
333-19291), including a prospectus, relating to debt securities, preferred
stock, depository shares and common stock, and will promptly file with the
Commission a prospectus supplement specifically relating to the Shares pursuant
to Rule 424 under the Act. The registration statement, as amended at the time
it became effective or, if a post-effective amendment is filed with respect
thereto, as amended by such post-effective amendment at the time of its
effectiveness, including in each case, all documents incorporated or deemed
incorporated by reference therein, if any, all financial statements and
exhibits, and the information, if any, contained in a prospectus or term sheet
subsequently filed with the Commission pursuant to Rule 424(b) under the Act and
deemed to be a part of the registration statement at the time of its
effectiveness pursuant to Rule 430A or Rule 434 under the Act (as applicable),
and any additional registration statement relating to the issuance of additional
shares of Common Stock filed pursuant to Rule 462(b) under the Act, is
hereinafter referred to as the "Registration Statement"; and the prospectus,
constituting a part of the Registration Statement at the time it became
effective, or such revised prospectus as shall be provided to the Purchaser that
differs from the prospectus on file with the Commission at the time the
Registration Statement became effective including any prospectus supplement, and
including, in each case, all documents incorporated or deemed incorporated by
reference therein, if any, whether or not filed with the Commission pursuant to
Rule 424(b) under the Act, and including any preliminary prospectus supplement
subject to completion and any term sheet meeting the requirements of Rule
434(c), filed pursuant to Rule 424(b), in the form used to confirm sales of the
Shares, are hereinafter referred to collectively as the "Prospectus."
3. AGREEMENTS TO SELL AND PURCHASE. On the basis of the
representations and warranties contained in this Agreement, and subject to its
terms and conditions, the Company agrees to issue and sell to the Purchaser, and
the Purchaser agrees, to purchase from the Company, all of the Shares at a price
per share of $29.69 (the "Purchase Price").
The Company hereby agrees, and the Company shall, concurrently with
the execution of this Agreement, deliver an agreement executed by (i) each of
the directors and officers of the Company, (ii) Xxxx/Chilmark Fund, L.P. and
(iii) the Citicasters Holders (as that term is defined in the Prospectus),
pursuant to which each such person will agree, not to, offer to
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sell, sell, distribute, grant any option to purchase or otherwise dispose of,
directly or indirectly, any shares of Common Stock, or any securities
convertible into or exercisable or exchangeable for, shares of Common Stock
owned by them, for a period of 120 days after the date of the prospectus
supplement, dated May 15, 1997 (the "Prospectus Supplement"), except (A) with
the prior written consent of DLJ (B) pursuant to the underwriting agreement
for the Underwritten Offering (the "Underwriting Agreement"), (C) pursuant to
stock options or stock option plans referred to in the Prospectus or (D) in
connection with the Pending Transactions as set forth in the Prospectus or in
connection with other acquisition transactions in which the recipients of
such Shares are restricted from selling such Shares until after the
expiration of 120 days from the date of the Prospectus Supplement.
4. DELIVERY AND PAYMENT. Delivery to you of and payment for the
Shares shall be made at 9:00 A.M., New York City time, on the fourth business
day, unless otherwise permitted by the Commission pursuant to Rule 15c6-1 under
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission thereunder (collectively, the "Exchange Act"), (such time and
date being referred to as the "Closing Date") following the date of the initial
public offering of the shares being offered in the Underwritten Offering, at
such place as the Purchaser shall reasonably designate. The Closing Date and
the location of delivery of the Shares may be varied by agreement between the
Purchaser and the Company.
Certificates for the Shares shall be registered in the name of the
Purchaser and shall be made available to you at the offices of the Purchaser (or
such other place as shall be acceptable to you) for inspection not later than
9:30 A.M., New York City time, on the business day next preceding the Closing
Date. Certificates in definitive form evidencing the Shares shall be delivered
to you on the Closing Date, with any transfer taxes payable upon initial
issuance thereof duly paid by the Company, for the account of the Purchaser
against payment of the Purchase Price by wire transfer payable in same day
funds, to the order of the Company.
5. AGREEMENTS OF THE REGISTRANTS. The Registrants agree with you
that they will comply with all of the agreements contained in Section 5 of the
Underwriting Agreement, which are hereby incorporated by reference, substituting
you for the Underwriters or an Underwriter or dealer in such agreements, except
for such agreements which relate to the underwriting activities of such
persons and thus, by their terms, would not apply to you.
6. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to you all of the representations and warranties contained in Section 6
of the Underwriting Agreement,
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which are hereby incorporated by reference, substituting you for the
Underwriters or an Underwriter or dealer in such representations or
warranties, except for such representations or warranties which relate to the
underwriting activities of such persons and thus, by their terms, would not
apply to you.
7. CONDITIONS OF PURCHASER'S OBLIGATIONS. The several obligations of
the Purchaser to purchase the Shares under this Agreement are subject to the
satisfaction of each of the following conditions:
(a) The Closing of the Underwritten Offering shall have occurred.
(b) The conditions contained in Section 8, paragraphs a, b, c, d, e,
f(1) (excepting reliance on opinions of other counsel), f(2), f(3), h
(excepting letters on the date hereof), j, k, l, m and n of the
Underwriting Agreement, all of which are hereby incorporated by reference,
shall have been satisfied, substituting you for the Underwriters or an
Underwriter in such conditions. The Company and Purchaser agree that
Purchaser, in its sole discretion, may waive or not waive any conditions
for its benefit set forth in this Section 7(b) without regard to whether
such condiiton(s) is waived in connection with the closing of the
Underwritten Offering.
8. EFFECTIVE DATE OF AGREEMENT AND TERMINATION. This Agreement
shall become effective upon the later of (i) the execution and delivery of
this Agreement by the parties hereto, (ii) the effectiveness of the
Registration Statement, and (iii) if a post-effective amendment is required
to be filed pursuant to Rule 430A under the Act, the effectiveness of such
post-effective amendment.
This Agreement may be terminated at any time on or prior to the
Closing Date by you by notice to the Company if any of the following has
occurred: (i) any suspension or limitation of trading generally in
securities on the New York Stock Exchange, the American Stock Exchange, the
Nasdaq Stock Market or in the over-the-counter markets or any setting of
minimum prices for trading on such exchanges or markets, (ii) any declaration
of a general banking moratorium by Federal, New York or Ohio authorities, or
(iii) the enactment, publication, decree, or other promulgation of any
Federal or state statute, regulation, rule or order of any court or other
governmental authority which, in your judgment, materially and adversely
affects or will materially and adversely affect the business or operations of
the Company or any Subsidiary.
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The agreements, representations and warranties of the Company, its
officers and directors and of the Purchaser set forth in or made pursuant to
this Agreement shall remain operative and in full force and effect, and will
survive delivery of and payment for the Shares, regardless of (i) any
investigation, or statement as to the results thereof, made by or on behalf
of you or by or on behalf of the Company, the officers or directors of the
Company or any controlling person of the Company, (ii) acceptance of the
Shares and payment for them hereunder and (iii) termination of this Agreement.
If this Agreement shall be terminated by you pursuant to clause
(iii) of the second paragraph of this Section 8 or because of the failure or
refusal on the part of the Company to comply with the terms or to fulfill any
of the conditions of this Agreement, the Company agrees to reimburse you for
all out-of-pocket expenses (including the fees and disbursements of counsel)
incurred by you. Notwithstanding any termination of this Agreement, the
Company shall be liable for all expenses which it has agreed to pay pursuant
to Section 5(k) of the Underwriting Agreement, as incorporated by reference
into this Agreement.
9. RULE 144. Until such time as none of the Purchaser, Equity
Group Investments, Inc., Xxxx/Chilmark Fund, L.P. or any affiliate of any
such person or entity is deemed an affiliate of the Company, the Company
agrees to timely file the reports required to be filed by it under the Act
and the Exchange Act and the rules and regulations adopted by the Commission
thereunder and take such further action as Purchaser may reasonably request,
all to the extent required from time to time to enable Purchaser to sell
Shares without registration under the Act within the limitations of the
exemptions provided by (a) Rule 144 under the Act, as such Rule may be
amended from time to time, or (b) any similar rules or regulations hereafter
adopted by the Commission. Upon the request of Purchaser, the Company will
deliver to Purchaser a written statement as to whether it has complied with
such requirements. So long as Purchaser owns any Shares, the Company shall
furnish to Purchaser upon Purchaser's request a written statement by the
Company as to the Company's compliance with the reporting requirements of
Rule 144 and of the Act and the Exchange Act, a copy of the most recent
annual or quarterly report of the Company, and such other reports and
documents so filed by the Company as Purchaser may reasonably request in
availing itself of any rule or regulation of the Commission allowing
Purchaser to sell any such securities without registration; and take any
further action reasonably requested by purchaser to enable Purchaser to sell
Purchaser's Shares in accordance with the terms of this Agreement and without
registration under Rule 144, under any successor provision, or any similar
rule or regulation promulgated by the Commission from time to time.
10. NOTICES. Notices given pursuant to any provision of this
Agreement shall be addressed as follows: (a) if to the Company, to it at Jacor
Communications, Inc., 00 Xxxx Xxxxx Xxxxxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx
00000, Attention: Xxxxx Xxxxxxxx, President, fax (000) 000-0000, with a copy to
Xxxxxxx, Head & Xxxxxxx, 1900 Fifth Third Center, 000 Xxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxxx, Esq., and (b) if to you, to Xxx
Xxxxx Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Equity Group
Investments, Inc. with a copy to Xxxxxxxxx & Xxxxxxxxxxx, Two Xxxxx Xxxxxxxxx
Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxxxxx, Esq.,
and in any case to such other address as the person to be notified may have
requested in writing.
11. SEVERABILITY. Any determination that any provision of this
Agreement may be, or is, unenforceable shall not affect the enforceability of
the remainder of this Agreement.
12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
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STATE OF NEW YORK AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN
THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
THE COMPANY, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES, HEREBY IRREVOCABLY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND ILLINOIS STATE
COURTS LOCATED IN THE CITY OF CHICAGO IN CONNECTION WITH ANY SUIT, ACTION OR
PROCEEDING RELATED TO THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED
HEREBY, IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION AND
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUIT, ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. THE COMPANY, ON
BEHALF OF ITSELF AND THE SUBSIDIARIES, IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION
OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
13. SUCCESSORS. Except as otherwise provided, this Agreement has
been and is made solely for the benefit of and shall be binding upon the
Company and the Purchaser and their respective successors and assigns, all as
and to the extent provided in this Agreement, and no other person shall
acquire or have any right under or by virtue of this Agreement.
14. COUNTERPARTS. This Agreement may be executed in one or more
counterparts and, if executed in one or more counterpart, the executed
counterparts shall each be deemed to be an original, not all such counterparts
shall together constitute one and the same instrument.
15. HEADINGS. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to effect the meaning or
interpretation of, this Agreement.
16. SURVIVAL. The indemnities and contribution provisions and the
other agreements, representations and warranties of the Company, its officers
and directors and of the Purchaser set forth in or made pursuant to this
Agreement shall remain operative and in full force and effect, and will
survive delivery of and payment for the Shares, regardless of (i) any
investigation, or statement as to the results thereof, made by or on behalf
of the Purchaser or by or on behalf of the Company, the officers or directors
of the Company or any controlling person of the Company, (ii) acceptance of
the Shares and payment for them hereunder and (iii) termination of this
Agreement.
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This Agreement may be signed in various counterparts which together
shall constitute one and the same instrument. Please confirm that the
foregoing correctly sets forth the agreement among the Company and you.
Very truly yours,
JACOR COMMUNICATIONS, INC.
By: /s/ R. Xxxxxxxxxxx Xxxxx
--------------------------
Name: R. Xxxxxxxxxxx Xxxxx
Title: Senior Vice President,
Chief Financial Officer
and Assistant Secretary
JACOR COMMUNICATIONS COMPANY;
BROADCAST FINANCE, INC.; CINE
FILMS, INC.; CINE GUARANTORS,
INC.; CINE GUARANTORS II,
INC.; CINE GUARANTORS II,
LTD.; CINE MOBILE SYSTEMS
INT'L N.V.; CINE MOVIL S.A. DE
C.V.; CITICASTERS CO.; EFM
PROGRAMMING, INC.; F.M.I.
PENNSYLVANIA, INC.; GACC-
N26LB, INC.; GACC-340, INC.;
GEORGIA NETWORK EQUIPMENT,
INC.; GREAT AMERICAN
MERCHANDISING GROUP, INC.;
GREAT AMERICAN TELEVISION
PRODUCTIONS, INC.; INMOBILARIA
RADIAL, S.A. DE C.V.*; JACOR
BROADCASTING CORPORATION;
JACOR BROADCASTING OF ATLANTA,
INC.; JACOR BROADCASTING OF
COLORADO, INC.; JACOR
BROADCASTING OF FLORIDA, INC.;
JACOR BROADCASTING OF
KNOXVILLE, INC.; JACOR
BROADCASTING OF ST. LOUIS,
INC.; JACOR BROADCASTING OF
SAN DIEGO, INC.; JACOR
BROADCASTING OF SARASOTA,
INC.; JACOR BROADCASTING OF
TAMPA BAY, INC.; JACOR CABLE,
INC.; LOCATION PRODUCTIONS,
INC.; LOCATION PRODUCTIONS II,
INC.; NOBLE BROADCAST CENTER,
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INC.; NOBLE BROADCAST GROUP,
INC.; NOBLE BROADCAST
HOLDINGS, INC.; NOBLE
BROADCAST LICENSES, INC.;
NOBLE BROADCAST OF COLORADO,
INC.; NOBLE BROADCAST OF ST.
LOUIS, INC.; NOBLE BROADCAST
OF SAN DIEGO, INC.; NOBLE
BROADCAST OF TOLEDO, INC.;
NOBRO, S.C.*; NOVA MARKETING
GROUP, INC.; REGENT
BROADCASTING OF CHARLESTON,
INC.; REGENT BROADCASTING OF
KANSAS CITY, INC.; REGENT
BROADCASTING OF LAS VEGAS,
INC.; REGENT BROADCASTING OF
LAS VEGAS II, INC.; REGENT
BROADCASTING OF LOUISVILLE,
INC., REGENT BROADCASTING OF
LOUISVILLE II, INC.; REGENT
BROADCASTING OF SALT LAKE
CITY, INC.; REGENT
BROADCASTING OF SALT LAKE CITY
II, INC.; REGENT LICENSEE OF
CHARLESTON, INC.; REGENT
LICENSEE OF KANSAS CITY, INC.;
REGENT LICENSEE OF LAS VEGAS,
INC.; REGENT LICENSEE OF LAS
VEGAS II, INC; REGENT LICENSEE
OF LOUISVILLE, INC.; REGENT
LICENSEE OF LOUISVILLE II,
INC.; REGENT LICENSEE OF SALT
LAKE CITY, INC.; SPORTS RADIO
BROADCASTING, INC.; SPORTS
RADIO, INC.; XXXX-TCI
SATELLITE SERVICES, INC.; THE
XX XXXXXXX COMPANY AGENCY,
INC.; WHOK, INC.; AND VTTV
PRODUCTIONS
By: /s/ R. Xxxxxxxxxxx Xxxxx
---------------------------
Name: R. Xxxxxxxxxxx Xxxxx
Title: Senior Vice President
and Assistant Secretary
for all above companies
except those marked with
an *, of which he is
Treasurer
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The foregoing Stock Purchase Agreement
is hereby confirmed and accepted
as of the date first above written.
EQUITY GROUP INVESTMENTS, INC.,
on behalf of its affiliated designees
By: /s/ Xxxxxx X. Xxxxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
--------------------------------
Title: Vice President
--------------------------------
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