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

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