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As filed with the Securities and Exchange Commission on September 23, 1996
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FORM 8-B
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
CITICASTERS INC.
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(Exact name of registrant as specified in its charter)
Florida 59-2054850
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(State or other Jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1300 PNC Center 45202
201 East Fifth Street ----------------
Cincinnati, Ohio (Zip Code)
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
$100,000,000 10 1/8% Senior Subordinated Notes due 2006
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. GENERAL INFORMATION.
The Registrant was incorporated under the laws of Florida on June 18, 1980.
The Registrant's fiscal year-end is the twelve-month period ending December 31
of each year.
ITEM 2. TRANSACTION OF SUCCESSION.
JCAC, Inc., incorporated and existing under the Business Corporation Act
of the State of Florida, had securities registered pursuant to Section 12(g)
of the Securities Exchange Act of 1934 at the time of succession. JCAC, Inc.
was a wholly owned subsidiary of Jacor Communications, Inc., then
incorporated under the General Corporation Law of the State of Ohio
("Acquiror").
JCAC, Inc. was created to facilitate the acquisition of Registrant by
the Acquiror. Pursuant to a Plan and Agreement of Merger ("Merger
Agreement"), the Registrant and JCAC, Inc. were merged into a single
corporation on September 18, 1996, with the Registrant continuing as the
surviving corporation and as a wholly owned subsidiary of the Acquiror.
Under the terms of the Merger Agreement, Registrant possesses all the
property, rights, privileges, powers and franchises, and is subject to all of
the debts, liabilities and duties of JCAC, Inc., and all securities
outstanding of JCAC, Inc. were converted into securities outstanding of the
Registrant.
ITEM 3. SECURITIES TO BE REGISTERED.
The Registrant has issued $100,000,000 in 10 1/8% Senior Subordinated Notes
due 2006. None of these securities are held by or for the account of the
Registrant.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
With respect to the $100,000,000 10 1/8% Senior Subordinated Notes due
2006, JCAC, Inc.'s Registration Statement on Form S-3 filed with the Securities
and Exchange Commission on April 12, 1996 (333-02475), together with all
amendments thereto, now or hereafter filed, is hereby incorporated by reference
into this Form 8-B.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
Pursuant to Part (a) of the Instructions as to Financial Statements, no
financial statements are required to be filed with this Form 8-B. Listed below
are the exhibits filed as part of this Form 8-B:
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Exhibit
Number Description of Exhibit
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1 Acquiror's and JCAC, Inc.'s Form S-3 Registration Statement
dated April 12, 1996 (333-02475), as amended, is hereby
incorporated herein by this reference.
2 Plan and Agreement of Merger dated February 12, 1996 between
JCAC, Inc., Acquiror, and the Registrant. Incorporated by
reference to Annex I to the Acquiror's Form S-4 Registration
Statement dated June 24, 1996 (333-06639), as amended.
3 Registrant's Articles of Incorporation. Incorporated by
reference to Exhibit 3.1 to Acquiror's and JCAC, Inc.'s Form S-3
Registration Statement dated April 12, 1996 (333-02475), as
amended.
4 Registrant's Bylaws. Incorporated by reference to Exhibit 3.2 to
Acquiror's and JCAC, Inc.'s Form S-3 Registration Statement dated
April 12, 1996 (333-02475), as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned thereto duly authorized.
Date: September 23, 1996
Citicasters Inc.
By: /s/ R. CHRISTOPHER WEBER
Printed Name: R. Christopher Weber
Title: Senior Vice President, Chief Financial Officer, and Secretary
