[Federal Register Volume 61, Number 189 (Friday, September 27, 1996)]
[Notices]
[Pages 50872-50876]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-24770]


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DEPARTMENT OF JUSTICE
Antitrust Division


United States v. Jacor Communications, Inc. et al.; Proposed 
Modified Final Judgment

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. Section 16(b) through (h), that a proposed 
Modified Final Judgment has been filed with the United States District 
Court for the Southern District of Ohio in United States of America v. 
Jacor Communications, Inc. et al., Civil Action C-1-96-757. The 
Complaint in this case alleged that the proposed acquisition of 
Citicasters, Inc. by Jacor Communications, Inc. would tend to lessen 
competition substantially in the sale of radio advertising in 
Cincinnati, Ohio and the surrounding areas in violation of Section 7 of 
the Clayton Act, 15 U.S.C. 18. The Modified Final Judgment is 
substantially similar to the proposed Final Judgment filed on August 5, 
1996. The modifications ensure that Jacor will provide prior notice to 
the Department of Justice before it acquires any interest, including 
any financial, security, loan, equity or management interest, in any 
non-Jacor radio station in the Cincinnati area.
    Public comment is invited within the statutory 60-day comment 
period. Such comments, and responses thereto, will be published in the 
Federal Register and filed with the Court. Comments should be directed 
to Donald J. Russell, Chief, Telecommunications Task Force, Antitrust 
Division, Department of Justice, 555 4th Street, N.W., Room 8104, 
Washington, D.C. 20001.
Constance K. Robinson,
Director of Operations.

Stipulation

    It is stipulated by and between the undersigned parties, by their 
respective attorneys, that:
    A. The parties to this Stipulation agree to modify Section IX of 
the proposed Final Judgment filed with the Court on August 5, 1996, as 
shown in the attached Modified Final Judgment. The parties agree that 
the proposed Modified Final Judgment, filed with this Stipulation, 
shall supersede the original proposed Final Judgment. The parties 
further agree that in all other respects, the provisions of the 
Stipulation filed with the Court on August 5, 1996 shall remain in 
effect.
    B. The parties consent that the Modified Final Judgment in the form 
attached may be filed and entered by the Court, upon any party's or the 
Court's own motion, at any time after compliance with the requirements 
of the Antitrust Procedures and Penalties Act (15 U.S.C. 16), without 
further notice to any party or other proceedings, provided that 
Plaintiff has not withdrawn its consent, which it may do at any time 
before entry of the proposed Final Judgment by serving notice on the 
defendants and by filing that notice with the Court.
    C. The parties shall abide by and comply with the provisions of the 
proposed Modified Final Judgment pending entry of the Modified Final 
Judgment, and shall, from the date of the filing of this Stipulation, 
comply with all the terms and provisions of the proposed Modified Final 
Judgment as though the same were in full force and effect as an order 
of the Court.
    D. In the event plaintiff withdraws its consent, as provided in 
paragraph (A) above, or if the proposed Final Judgment is not entered 
pursuant to this Stipulation, this Stipulation shall be of no effect 
whatever, and the making of this Stipulation shall be without prejudice 
to any party in this or any other proceeding.
    E. All parties agree that this agreement can be signed in multiple 
counter-parts.

    Dated: September 12, 1996.

    For the Plaintiff:
Nancy M. Goodman,
Assistant Chief, Telecommunications Task Force.
Andrew S. Cowan,
Attorney, Telecommunications Task Force, U.S. Department of Justice, 
Antitrust Division, 555 4th Street N.W., Room 8104, Washington, DC 
20001, (202) 514-5621.
    For the Defendant:
Thomas B. Leary,
Counsel for Jacor Communications, Inc.
Tom D. Smith,
Counsel for Citicasters, Inc.

Modified Final Judgment

    Whereas, plaintiff, the United States of America having filed its 
Complaint herein on August 5, 1996, and plaintiff and defendants, by 
their respective attorneys, having consented to the entry of this Final 
Judgment without trial or adjudication of any issue of fact or law 
herein, and without this Final Judgment constituting any evidence 
against or an admission by any party with respect to any issue of law 
or fact herein;
    And whereas, defendants have agreed to be bound by the provisions 
of this Final Judgment pending its approval by the Court;
    And whereas, the essence of this Final Judgment is prompt and 
certain divestiture of certain assets to assure that competition is not 
substantially lessened;
    And whereas, plaintiff requires Jacor to make certain divestitures 
for the purpose of remedying the loss of competition alleged in the 
Complaint;
    And whereas, defendants have represented to plaintiff that the 
divestitures ordered herein can be made and that Jacor will later raise 
no claims of hardship or difficulty as grounds for asking the Court to 
modify any of the divestiture provisions contained below;
    Now, therefore, before the taking of any testimony, and without 
trial or adjudication of any issue of fact or law herein, and upon 
consent of the parties hereto, it is hereby ordered, adjudged, and 
decreed as follows:

I. Jurisdiction

    This Court has jurisdiction over each of the parties hereto and the 
subject matter of this action. The Complaint states a claim upon which 
relief may be granted against the defendants under Section 7 of the 
Clayton Act, as amended (15 U.S.C. 18).

II. Definitions

    As used in this Final Judgment:
    A. ``Jacor'' means defendant Jacor Communications, Inc., an Ohio 
corporation with its headquarters in

[[Page 50873]]

Cincinnati, Ohio and includes its successors and assigns, its 
subsidiaries, and directors, officers, managers, agents, and employees 
acting for or on behalf of Jacor.
    B. ``Citicasters'' means defendant Citicasters Inc., a Florida 
corporation with its headquarters in Cincinnati, Ohio, and includes its 
successors and assigns, its subsidiaries, and directors, officers, 
managers, agents, and employees acting for or on behalf of Citicasters.
    C. ``WKRQ Assets'' means all of the assets, tangible or intangible, 
used in the operation of the WKRQ-FM radio station (``WKRQ'') in 
Cincinnati, Ohio, including but not limited to: all real property 
(owned or leased) used in the operation of WKRQ; all broadcast 
equipment, personal property, inventory, office furniture, fixed assets 
and fixtures, materials, supplies and other tangible property used in 
the operation of WKRQ; all licenses, permits and authorizations and 
applications therefore issued by the Federal Communications Commission 
(``FCC'') and other governmental agencies relating to WKRQ; all 
contracts, agreements, leases and commitments of Citicasters pertaining 
to WKRQ and its operations; all trademarks, service marks, trade names, 
copyrights, patents, slogans, programming materials and promotional 
materials relating to WKRQ; and all logs and other records maintained 
by Citicasters or WKRQ in connection with the station's business. For 
all assets used jointly by WKRQ and WWNK-FM or WKRC-TV prior to the 
divestiture required by this Final Judgment, Jacor shall propose to 
plaintiff, within 7 days of the consummation of the Jacor/Citicasters 
Transaction, a plan for dividing such assets among these stations. Upon 
approval of the plan by plaintiff, the term ``WKRQ Assets'' shall 
include only those assets allocated under the plan to WKRQ.
    D. ``Jacor Cincinnati Radio Station'' means each broadcast radio 
station that is licensed to a community in the Cincinnati Area, and 
that Jacor owns, operates, manages, or has an interest in, or for which 
Jacor sells more than 20 percent of its advertising time.
    E. ``Non-Jacor Radio Station'' means any radio broadcast station 
licensed to a community in the Cincinnati Area that is not a Jacor 
Cincinnati Radio Station.
    F. ``Cincinnati Area'' means the Cincinnati, Ohio DMA as identified 
by The Arbitron Radio Market Report for Cincinnati (Winter 1996).
    G. ``Jacor/Citicasters Transaction'' means the proposed acquisition 
of Citicasters by Jacor contemplated by the Agreement and Plan of 
Merger, dated as of February 12, 1996.

III. Applicability

    The provisions of this Final Judgment apply to each of the 
defendants, its successors and assigns, it subsidiaries, directors, 
officers, managers, agents, and employees, and all other persons in 
active concert or participation with any of them who shall have 
received actual notice of this Final Judgment by personal service or 
otherwise.

IV. Divestiture of WKRQ

    a. Jacor is hereby ordered and directed, in accordance with the 
terms of this Final Judgment, within six (6) months of August 5, 1996, 
to divest the WKRQ Assets to a purchaser acceptable to plaintiff. 
Unless plaintiff otherwise consents in writing, the divestiture 
pursuant to Section IV of this Final Judgment or by the trustee 
appointed pursuant to Section V shall be accomplished in such a way as 
to satisfy plaintiff, in its sole discretion, that the WKRQ Assets can 
and will be used by the purchaser as a viable, ongoing business. The 
divestiture, whether pursuant to Sections IV of V of this Final 
Judgment, shall be made (i) To a purchaser that, in the plaintiff's 
sole judgment, has the capability and intent of competing effectively, 
and has the managerial, operational, and financial capability to 
compete effectively as a radio station in the Cincinnati Area; and (ii) 
pursuant to an agreement, the terms of which shall not interfere with 
the ability of the purchaser to compete effectively.
    B. Defendants agree to use their best efforts to accomplish the 
divestiture as expeditiously and timely as possible. Plaintiff, in its 
sole discretion, may extend the time period for the divestiture for two 
additional periods of time not to exceed sixty (60) calendar days in 
toto.
    C. In accomplishing the divestiture ordered by this Final Judgment, 
defendants promptly shall make known, by usual and customary means, the 
availability of the WKRQ Assets. Defendants shall inform any person 
making a bona fide inquiry regarding a possible purchase that the sale 
is being made pursuant to this Final Judgment and provide such person 
with a copy of this Final Judgment. Defendants shall make known to any 
person making an inquiry regarding a possible purchase of the WKRQ 
Assets that the assets described in Section II (C) are being offered 
for sale. Defendants shall also offer to furnish to all bona fide 
prospective purchasers, subject to customary confidentiality 
assurances, all information regarding the WKRQ Assets customarily 
provided in a due diligence process except such information subject to 
attorney-client privilege or attorney work-product privilege. 
Defendants shall make available such information to plaintiff at the 
same time that such information is make available to any other person.
    D. Defendants shall permit bona fide prospective purchasers of the 
WKRQ Assets to have access to personnel and to make such inspection of 
the assets, and any and all financial, operational, or other documents 
and information customarily provided as part of a due diligence 
process.

V. Appointment of Trustee

    A. In the event that Jacor has not divested the WKRQ Assets within 
six months of August 5, 1996, or within any extension granted under 
Section IV, the Court shall appoint, on application of the plaintiff 
and consistent with the rules of the FCC, a trustee selected by the 
plaintiff to effect the divestiture of the assets.
    B. After the trustee's appointment has become effective, only the 
trustee shall have the right to sell the WKRQ Assets. The trustee shall 
have the power and authority to accomplish the divestiture at the best 
price then obtainable upon a reasonable effort by the trustee, subject 
to the provisions of Section V and VI of this Final Judgment, and shall 
have other powers as the Court shall deem appropriate. Subject to 
Section V(C) of this Final Judgment, the trustee shall have the power 
and authority to hire at the cost and expense of defendants any 
investment bankers, attorneys, or other agents reasonably necessary in 
the judgment of the trustee to assist in the divestiture, and such 
professionals or agents shall be solely accountable to the trustee. The 
trustee shall have the power and authority to accomplish the 
divestiture at the earliest possible time to a purchaser acceptable to 
plaintiff, and shall have such other powers as this Court shall deem 
appropriate. Defendants shall not object to the sale of the WKRQ Assets 
by the trustee on any grounds other than the trustee's malfeasance. Any 
such objection by defendants must be conveyed in writing to plaintiff 
and the trustee no later than fifteen (15) calendar days after the 
trustee has provided the notice required under Section VI of this Final 
Judgment.
    C. The trustee shall serve at the cost and expense of defendants, 
on such terms and conditions as the Court may prescribe, and shall 
account for all monies derived from the sale of the asserts sold by the 
trustee and all costs and expenses so incurred. After

[[Page 50874]]

approval by the Court of the trustee's accounting, including fees for 
its services and those of any professionals and agents retained by the 
trustee, all remaining monies shall be paid to defendants and the 
trustee's services shall then be terminated. The compensation of such 
trustee and of any professionals and agents retained by the trustee 
shall be reasonable in light of the value of the divestiture and based 
on a fee arrangement providing the trustee with an incentive base on 
the price and terms of the divestiture and the speed with which is its 
accomplished.
    D. Defendants shall take no action to interfere with or impede the 
trustee's accomplishment of the divestiture of the WKRQ Assets and 
shall use their best efforts to assist the trustee in accomplishing the 
required divestiture, including best efforts to effect all necessary 
regulatory approvals. Subject to a customary confidentiality agreement, 
the trustee shall have full and complete access to the personnel, 
books, records, and facilities related to the WKRQ Assets, and 
defendants shall develop such financial or other information as may be 
necessary to the divestiture of the WKRQ Assets. Defendants shall 
permit prospective purchasers of the WKRQ Assets to have access to 
personnel and to make such inspection of physical facilities and any 
and all financial, operational, or other documents and information as 
may be relevant to the divestiture required by this Final Judgment.
    E. After its appointment becomes effective, the trustee shall file 
monthly reports with the parties and the Court setting forth the 
trustee's efforts to accomplish divestiture of the WKRQ Assets as 
contemplated under this Final Judgment; provided, however, that to the 
extent such reports contain information that the trustee deems 
confidential, such reports shall not be filed in the public docket of 
the Court. Such reports shall include the name, address, and telephone 
number of each person who, during the preceding month, made an offer to 
acquire, expressed an interest in acquiring, entered into negotiations 
to acquire, or was contacted or made an inquiry about acquiring, any 
interest in the WKRQ Assets, and shall described in detail each contact 
with any such person during that period. The trustee shall maintain 
full records of all efforts made to divest these operations.
    F. Within six (6) months after its appointment has become 
effective, if the trustee has not accomplished the divestiture required 
by section IV of this Final Judgment, the trustee shall promptly file 
with the Court a report setting forth (1) the trustee's efforts to 
accomplish the required divestiture, (2) the reasons, in the trustee's 
judgment, why the required divestiture has not been accomplished, and 
(3) the trustee's recommendations; provided, however, that to the 
extent such reports contain information that the trustee deems 
confidential, such reports shall not be filed in the public docket of 
the court. The trustee shall at the same time furnish such reports to 
the parties, who shall each have the right to be heard and to make 
additional recommendations. The Court shall thereafter enter such 
orders as it shall deem appropriate, which shall, if necessary, include 
extending the term of the trustee's appointment.

VI. Notification

    Within two (2) business days following execution of a definitive 
agreement, to effect, in whole or in part, any proposed divestiture 
pursuant to section IV or V of this Final Judgment, Jacor or the 
trustee, whichever is then responsible for effecting the divestiture, 
shall notify plaintiff of the proposed divestiture. If the trustee is 
responsible, it shall similarly notify defendants. The notice shall set 
forth the details of the proposed transaction and list the name, 
address, and telephone number of each person not previously identified 
who offered to, or expressed an interest in or a desire to, acquire any 
ownership interest in the assets that are the subject of the binding 
contract, together with full details of same. Within fifteen (15) 
calendar days of receipt by plaintiff of such notice, plaintiff may 
request from defendants, the proposed purchaser or purchasers, any 
other third party, or the trustee if applicable additional information 
concerning the proposed divestiture and the proposed purchaser or 
purchasers. Defendants and the trustee shall furnish any additional 
information requested within fifteen (15) calendar days of the receipt 
of the request, unless the parties shall otherwise agree. Within thirty 
(30) calendar days after receipt of the notice or within twenty (20) 
calendar days after plaintiff has been provided the additional 
information requested from defendants, the proposed purchaser or 
purchasers, any third party, and the trustee, whichever is later, 
plaintiff shall provide written notice to defendants and the trustee, 
if there is one, stating whether or not it objects to the proposed 
divestiture. If plaintiff provides written notice to defendants and the 
trustee that it does not object, then the divestiture may be 
consummated, subject only to defendants' limited right to object to the 
sale under section V(B) of this Final Judgment. Absent written notice 
that plaintiff does not object to the proposed purchaser or upon 
objection by plaintiff, a divestiture proposed under section IV shall 
not be consummated. Upon objection by plaintiff, or by defendants under 
the proviso in section V(B), a divestiture proposed under section V 
shall not be consummated unless approved by the Court.

VII. Affidavits

    A. Within twenty (20) calendar days of August 5, 1996 and every 
thirty (30) calendar days thereafter until the divestiture has been 
completed whether pursuant to section IV or V of this Final Judgment, 
Jacor shall deliver to plaintiff and affidavit as to the fact and 
manner of defendants' compliance with section IV or V of this Final 
Judgment. Each such affidavit shall include, inter alia, the name, 
address, and telephone number of each person who, at any time after the 
period covered by the last such report, made an offer to acquire, 
expressed and interest in acquiring, entered into negotiations to 
acquire, or was contacted or made an inquiry about acquiring, any 
interest in the WKRQ Assets, and shall describe in detail each contact 
with any such person during that period.
    B. Within twenty (20) calendar days of August 5, 1996, defendants 
shall deliver to plaintiff and affidavit which describes in reasonable 
detail all actions defendants have taken and all steps defendants have 
implemented on an on-going basis to preserve the WKRQ Assets pursuant 
to section VIII of this Final Judgment. The affidavit also shall 
describe, but not be limited to, defendants' efforts to maintain and 
operate WKRQ as an active competitor, maintain the management, sales, 
marketing and pricing of WKRQ apart from that of the other Jacor 
Cincinnati Radio Stations, maintain and increase sales of advertising 
time at WKRQ, and maintain the WKRQ Assets in operable condition, 
continuing normal maintenance. Defendants shall deliver to plaintiff an 
affidavit describing any changes to the efforts and actions outlined in 
defendants' earlier affidavits(s) filed pursuant to this section within 
fifteen (15) calendar days after the change is implemented.
    C. Defendants shall preserve all records of all efforts made to 
preserve and divest the WKRQ Assets.

VIII. Preservation of Assets Hold Separate

    Until the divestiture required by the Final Judgment has been 
accomplished.
    A. Defendants shall preserve, hold, and continue to operate the 
business of

[[Page 50875]]

WKRQ as an independent, ongoing, economically viable business, with its 
assets, management, and operations separate, distinct, and apart from 
the other Jacor Cincinnati Radio Stations. Defendants shall maintain 
the business of WKRQ as a viable and active competitor to the other 
Cincinnati radio stations, including the Jacor Cincinnati Radio 
Stations.
    B. Defendants shall not coordinate the marketing, promotion, 
merchandising or terms of sale of advertising time on WKRQ with other 
current or hereafter acquired Jacor Cincinnati Radio Stations. There 
shall be no communications between personnel at WKRQ and those at other 
Jacor Cincinnati Radio Stations relating to any confidential business 
information, including any marketing, sales, pacing or rate information 
relating to the sale of advertising time on radio stations in the 
Cincinnati Area.
    C. Defendants shall use all reasonable efforts to maintain and 
increase sales of advertising time on WKRQ. In particular, defendants 
shall, consistent with market conditions, provide promotional, 
marketing and merchandising support for the sale of advertising time on 
WKRQ, including maintaining or increasing expenditures designed to 
promote WKRQ.
    D. Defendants shall ensure that WKRQ has separate management, 
programming, sales personnel and other employees from the other Jacor 
Cincinnati Radio Stations, and ensure that the management, programming, 
sales personnel and employees of other Jacor Cincinnati Radio Stations, 
or anyone acting at their direction, do not influence or attempt to 
influence, directly or indirectly, and operational, programming, 
marketing or financial decisions of WKRQ, and vice versa.
    E. Except in the ordinary course of business or as part of the 
disposition of the WKRQ Assets under this Final Judgment, defendants 
shall not, without the prior consent of plaintiff, sell, lease, assign, 
transfer, or otherwise dispose of, or pledge for collateral for loans 
(except such loans and credit facilities as are currently outstanding 
or replacements or substitutes therefor), the WKRQ Assets, including 
but not limited to the real estate, facilities, and equipment, all 
tangible and intangible assets used in connection with WKRQ's format, 
and all administrative, marketing, sales and support facilities, 
related to the sale of advertising time on WKRQ.
    F. Defendants shall provide and maintain sufficient working 
capital, consistent with past practice, to maintain the WKRQ Assets as 
a viable, ongoing business.
    G. Defendants shall provide and maintain sufficient lines and 
sources of credit, consistent with past practice, to maintain the 
general business operations of WKRQ as a viable, ongoing business.
    H. Consistent with the stations' existing practices, defendants 
shall maintain, in accordance with sound accounting practices, 
separate, true and complete financial ledgers, books and records 
reporting the profits and losses of WKRQ on a monthly and quarterly 
basis.
    I. Defendants shall refrain from taking any action designed to 
reduce the scope or level of competition between the general business 
operations of WKRQ and other Cincinnati radio stations, including 
current or hereafter acquired Jacor Cincinnati Radio Stations, or in 
the sale of advertising time on radio stations in the Cincinnati Area, 
without the prior consent of plaintiff.
    J. Defendants shall refrain from taking any action designed to 
jeopardize its ability to divest the WKRQ Assets as a viable, ongoing 
business.
    K. Defendants shall give five business days' prior notice to 
plaintiff of its decision to terminate any WKRQ management staff, on-
air personality or sales employee.
    L. Jacor shall not hire or contract to purchase services from any 
WKRQ employee including management, sales or production staff or on-air 
personality.
    M. Defendants shall give five business days' notice to plaintiff 
prior to either (1) changing WKRQ's format from Contemporary Hits 
Radio, or (2) Jacor changing the format of any current or hereafter 
acquired Jacor Cincinnati Radio Station to an Adult Hits, Top 40, Soft 
Hits, Adult Contemporary, or to a similar format.
    N. Defendants shall appoint a person or persons to oversee the WKRQ 
Assets, and who will be responsible for defendants' compliance with 
Section VIII of this Final Judgment.

IX. Notice

    A. Unless such transaction is otherwise subject to the reporting 
and waiting period requirements of the Hart-Scott-Rodino Antitrust 
Improvements Act of 1976, as amended, 15 U.S.C. 18a (the ``HSR Act''), 
Jacor, without providing advance notification to the United States 
Department of Justice, shall not directly or indirectly:
    (1) Acquire any assets of or any interest, including any financial, 
security, loan, equity or management interest, in any Non-Jacor Radio 
Station or any person affiliated with any such Station; provided, 
however, that Jacor need not provide notice under this provision for 
any direct or indirect acquisition of equity of a Non-Jacor Radio 
Station that would result in Jacor's holding no more than five percent 
of the total equity of the station; and provided further that assets 
for purpose of this Section IX(A) means (i) substantially all the 
assets of a Non-Jacor Radio Station, or (ii) any trademarks, trade 
names, service marks, service names, copyrights, or call letters, or 
programming the purchase of which is accompanied by a non-compete 
covenant, whether or not the acquired assets constitute substantially 
all the assets of a Non-Jacor Radio Station; or
    (2) Enter into any agreement or understanding that would allow 
Jacor to market or sell advertising time for any Non-Jacor Radio 
Station; provided, however, that Jacor need not provide notice under 
this provision for any such agreement or understanding (i) that is 
consideration for the sale by Jacor of proprietary news, weather or 
traffic programming to any such Non-Jacor Radio Station and would 
permit Jacor to sell no more than 5 percent of that stations; 
advertising time for any day and no more than 20 percent of that 
station's advertising time for any hour segment, or (ii) that is 
consideration for Jacor's granting to such station rebroadcast rights 
for a sports event to which Jacor has exclusive broadcast rights, and 
would permit Jacor to sell no more than 15 percent of such station's 
advertising time for any day.

Notification shall be provided to the United States Department of 
Justice in the same format as, and per the instructions relating to the 
Notification and Report Form set forth in the Appendix to Part 803 of 
Title 16 of the Code of Federal Regulations as amended, except that the 
information requested in Items 5-9 of the instructions must be provided 
only with respect to Jacor Cincinnati Radio Stations. Notification 
shall be provided at least thirty (30) days prior to acquiring any such 
interest covered in (1) or (2) above, and shall include, beyond what 
may be required by the applicable instructions, the names of the 
principal representatives of the parties to the agreement who 
negotiated the agreement, and any management or strategic plans 
discussing the proposed transaction. If within the 30-day period after 
notification, representatives of the Department make a written request 
for addition information, Jacor shall not consummate the proposed 
transaction or agreement until twenty (20) days after submitting all 
such additional information. Early termination of the waiting periods 
in this paragraph may

[[Page 50876]]

be requested and, where appropriate, granted in the same manner as is 
applicable under the requirements and provisions of the HSR Act and 
rules promulgated thereunder.
    B. Jacor shall submit to the Department within ten (10) business 
days following the end of each of Jacor's fiscal quarters a list of 
each acquisition made by Jacor in that just-ended quarter of any assets 
of a Non-Jacor Radio Station that was not subject to the reporting and 
waiting period requirements of the HSR Act or to the notice and waiting 
period requirements of Section IX(A); provided, however, that the 
acquisition of physical assets valued at less than $25,000 need not be 
included in the list. The list shall include the identity of the 
parties to the transaction, the date of the transaction and a 
description of the assets acquired.
    C. This Section shall be broadly construed and any ambiguity or 
uncertainty regarding the filing of notice under this Section shall be 
resolved in favor of filing notice.

X. Compliance Inspection

    Only for the purposes of determining or securing compliance with 
the Final Judgment and subject to any legally recognized privilege, 
from time to time:
    A. Duly authorized representatives of the United States Department 
of Justice, upon written request of the Attorney General or of the 
Assistant Attorney General in charge of the Antitrust Division, and on 
reasonable notice to defendants made to their principal offices, shall 
be permitted:
    (1) Access during office hours of defendants to inspect and copy of 
all books, ledgers, accounts, correspondence, memoranda, and other 
records and documents in the possession or under the control of 
defendants, who may the counsel present, relating to enforcement of 
this Final Judgment; and
    (2) Subject to the reasonable convince of defendants and without 
restraint or interference from it, to interview officers, employees, 
and agents of defendants, who may have counsel present, regarding any 
such matters.
    B. Upon the written request of the Attorney General or of the 
Assistant Attorney General in charge of the Antitrust Division, made to 
defendants' principal offices, defendants shall submit such written 
reports, under oath if requested, with respect to enforcement of this 
Final Judgment.
    C. No information or documents obtained by the means provided in 
this Section X shall be divulged by plaintiff to any person other than 
a duly authorized representative of the Executive Branch of the United 
States, except in the course of legal proceedings to which the United 
States is a party (including grand jury proceedings), or for the 
purpose of securing compliance with this Final Judgment, or as 
otherwise required by law.
    D. If at the time information or documents are furnished by 
defendants to plaintiff, defendants represent and identify in writing 
the material in any such information or documents to which a claim of 
protection may be asserted under Rule 26(c)(7) of the Federal Rules of 
Civil Procedure, and defendants mark each pertinent page of such 
material, ``Subject to claim of protection under Rule 26(c)(7) of the 
Federal Rules of Civil Procedure,'' then ten (10) calendar days notice 
shall be given by plaintiff to defendants prior to divulging such 
material in any legal proceeding (other than a grand jury proceeding).

XI. Retention of Jurisdiction

    Jurisdiction is retained by this Court for the purpose of enabling 
any of the parties to this Final Judgment to apply to this Court at any 
time for such farther orders and directions as may be necessary or 
appropriate for the construction or carrying out of this Final 
Judgment, for the modification of any of the provisions hereof, for the 
enforcement of compliance herewith, and for the punishment of any 
violations hereof.

XII. Termination

    Unless this Court grants an extension, this Final Judgment will 
expire upon the tenth anniversary of the date of its entry, except that 
plaintiff, after five years from the date of this Final Judgment's 
entry, in its sole discretion, may notify Jacor and the Court that 
Jacor shall no longer be subject to Section IX.

XIII. Public Interest

    Entry of this Final Judgment is in the public interest.

    Dated __________
Herman J. Weber,
United States District Judge.
[FR Doc. 96-24770 Filed 9-26-96; 8:45 am]
BILLING CODE 4410-01-M