Clear Channel Communications Inc. is taking over Jacor Communications Inc. in a $3.4 billion stock deal announced Thursday that creates a powerhouse with more than 450 radio stations, including seven in Utah.

If given regulatory approval next year, the buyout will reduce to three the number of major players in the rapidly changing radio industry, along with Chancellor Media Corp. and CBS Corp.Jacor, based in Covington, Ky., near Cincinnati, went through its own buyout binge since ownership rules were relaxed in 1996. The company also provides syndicated radio programming, including talk shows featuring Rush Limbaugh, Dr. Dean Edell, Dr. Laura Schlessinger and Art Bell.

Jacor operates the nation's largest single local radio facility in Utah, a new $7 million complex in West Valley City. Four FM stations and three AM stations operate out of the broadcasting center at 2801 S. Decker Lake Blvd.

They include KNRS AM-570 K-News, news/talk; KWLW AM-700, known as Oldies 94.1, oldies music; KALL AM-910, talk/news; KODJ FM-94.1, also known as Oldies 94.1, oldies music; KZHT FM-99.1, known as Rock 99, rock music; KKAT FM-101.9 known as The KAT, country music.

In recent years, Clear Channel and Jacor were virtually tied as the second-largest radio company, but they slipped down the rankings as CBS acquired Infinity Broadcasting and American Radio Systems and Chancellor announced plans to acquire Capstar Broadcasting Corp.

Clear Channel said it hopes to obtain Justice Department and Federal Communications Commission approval by Sept. 30 for the deal, which would make Jacor a subsidiary of Clear Channel.

"It doesn't feel much like a takeover to us," Randy Michaels, who will remain as Jacor's chief executive officer, said Thursday. "We rather actively sought this merger out. We're very enthusiastic about it. It feels like a partnership."

Lowry Mays, chief executive officer of Clear Channel, who attended a news conference with Michaels, said he expects the deal to give the combined companies more market punch. Mays said he is pleased to obtain the services of Michaels, regarded in the industry as a programming wizard.

The purchase will give Clear Channel, based in San Antonio, 454 radio stations in 101 U.S. markets, as well as 20 television stations and outdoor advertising businesses in 25 countries.

Under the deal, each share of Jacor stock would be converted into 1.4 shares of Clear Channel stock. At $37 a share, the closing price of Clear Channel stock Wednesday, the deal would be worth $3.429 billion. Clear Channel also will assume more than $1.26 billion in Jacor debt. Jacor's closing price Wednesday was $40.12 1/2.

The companies said the final purchase price will be based on the average closing price of Clear Channel's common shares during a 25-trading day period prior to the closing date.

Clear Channel shares dropped 37 1/2 cents to close at $36.62 1/2 Thursday on the New York Stock Exchange. Jacor shares rose 433/4 cents on the Nasdaq Stock Market to $40.561/4.

Clear Channel already has $2.8 billion in debt, management said. But the companies said they plan to use their resources - including almost $1 billion in marketable securities - to pay down that debt by the time the deal closes.

Clear Channel and Jacor last year had combined radio station revenue of about $1.1 billion, which would rank third behind Chancellor and CBS. Clear Channel would rank second in station ownership.

Jacor had recently been seen as a takeover target for both CBS and Chancellor, especially since CBS plans to sell part of its radio business to the public in an offering estimated at around $3 billion.