<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 1997
REGISTRATION NO. 333-35273
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C> <C>
JACOR COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 4832 31-0978313
(State or other (Primary Standard (I.R.S. Employer
jurisdication Industrial Identification
of Classification No.)
Incorporation Code Number)
or
organization)
JACOR COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
FLORIDA 4832 59-2054850
(State or other (Primary Standard (I.R.S. Employer
jurisdication Industrial Identification
of Classification No.)
Incorporation Code Number)
or
organization)
</TABLE>
50 EAST RIVERCENTER BOULEVARD
12TH FLOOR
COVINGTON, KENTUCKY 41011
(606) 655-2267
(Address, including zip code, and telephone number, including
area code, of registrants' principal executive offices)
SEE "TABLE OF ADDITIONAL REGISTRANTS" ON THE FOLLOWING PAGE FOR INFORMATION
RELATING TO ADDITIONAL GUARANTORS OF CERTAIN SECURITIES REGISTERED HEREBY.
------------------------
R. CHRISTOPHER WEBER
JACOR COMMUNICATIONS, INC.
50 EAST RIVERCENTER BOULEVARD
12TH FLOOR
COVINGTON, KENTUCKY 41011
(606) 655-2267
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES OF COMMUNICATIONS TO:
Richard G. Schmalzl, Esq.
H. Samuel Lind, Esq.
Graydon, Head & Ritchey
1900 Fifth Third Center
Cincinnati, Ohio 45202
(513) 621-6464
(513) 651-3836 (fax)
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TABLE OF ADDITIONAL REGISTRANTS
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
<TABLE>
<S> <C> <C>
BROADCAST FINANCE, INC. Ohio 4832
CINE FILMS, INC. California 7812
CINE GUARANTORS, INC. California 7812
CINE GUARANTORS II, INC. California 7812
CINE GUARANTORS II, LTD. Canada 7812
CINE MOBILE SYSTEMS INT'L. N.V. Antille 7819
CINE MOVIL S.A. de C.V. Mexico 7819
CITICASTERS CO. Ohio 4832
F.M.I. PENNSYLVANIA, INC. Pennsylvania 4832
GACC-N26LB, INC. Delaware 4522
GACC-340, INC. Delaware 4522
GEORGIA NETWORK EQUIPMENT, INC. Georgia 4832
GREAT AMERICAN MERCHANDISING GROUP, INC. New York 6794
GREAT AMERICAN TELEVISION PRODUCTIONS, INC. California 7812
INMOBILIARIA RADIAL, S.A. de C.V. Mexico 4832
JACOR BROADCASTING CORPORATION Ohio 4832
JACOR BROADCASTING OF ATLANTA, INC. Georgia 4832
JACOR BROADCASTING OF CHARLESTON, INC. Delaware 4832
JACOR BROADCASTING OF COLORADO, INC. Colorado 4832
JACOR BROADCASTING OF DENVER, INC. California 4832
JACOR BROADCASTING OF FLORIDA, INC. Florida 4832
JACOR BROADCASTING OF KANSAS CITY, INC. Delaware 4832
JACOR BROADCASTING OF LAS VEGAS, INC. Delaware 4832
JACOR BROADCASTING OF LAS VEGAS II, INC. Delaware 4832
JACOR BROADCASTING OF LOUISVILLE, INC. Delaware 4832
JACOR BROADCASTING OF LOUISVILLE II, INC. Delaware 4832
JACOR BROADCASTING OF SALT LAKE CITY, INC. Delaware 4832
JACOR BROADCASTING OF SALT LAKE CITY II, INC. Delaware 4832
JACOR BROADCASTING OF SAN DIEGO, INC. Delaware 4832
JACOR BROADCASTING OF SARASOTA, INC. Florida 4832
JACOR BROADCASTING OF ST. LOUIS, INC. Delaware 4832
JACOR BROADCASTING OF TAMPA BAY, INC. Florida 4832
JACOR BROADCASTING OF TOLEDO, INC. California 4832
JACOR BROADCASTING OF YOUNGSTOWN, INC. Ohio 4832
JACOR CABLE, INC. Kentucky 4841
JACOR LICENSEE OF CHARLESTON, INC. Delaware 4832
JACOR LICENSEE OF KANSAS CITY, INC. Delaware 4832
JACOR LICENSEE OF LAS VEGAS, INC. Delaware 4832
JACOR LICENSEE OF LAS VEGAS II, INC. Delaware 4832
JACOR LICENSEE OF LOUISVILLE, INC. Delaware 4832
JACOR LICENSEE OF LOUISVILLE II, INC. Delaware 4832
JACOR LICENSEE OF SALT LAKE CITY, INC. Delaware 4832
JACOR LICENSEE OF SALT LAKE CITY II, INC. Delaware 4832
JACOR/PREMIERE HOLDING, INC. Delaware 7922
JBSL, INC. Missouri 4832
LOCATION PRODUCTIONS, INC. California 7812
LOCATION PRODUCTIONS II, INC. California 7812
MULTIVERSE ACQUISITION CORP. Delaware 7922
NOBLE BROADCAST CENTER, INC. California 4832
NOBLE BROADCAST GROUP, INC. Delaware 4832
NOBLE BROADCAST HOLDINGS, INC. Delaware 4832
NOBLE BROADCAST LICENSES, INC. California 4832
NOBLE BROADCAST OF SAN DIEGO, INC. California 4832
NOBRO, S.C. Mexico 4832
NOVA MARKETING GROUP, INC. California 8732
NSN NETWORK SERVICES, LTD. Delaware 4899
PREMIERE RADIO NETWORKS, INC. Delaware 7922
RADIO-ACTIVE MEDIA, INC. Delaware 7922
SPORTS RADIO BROADCASTING, INC. California 4832
SPORTS RADIO, INC. California 4832
TAFT-TCI SATELLITE SERVICES, INC. Colorado 4899
THE SY FISCHER COMPANY AGENCY, INC. California 7922
VTTV PRODUCTIONS California 7812
WHOK, INC. Ohio 4832
<CAPTION>
(State or other (Primary Standard
jurisdiction of Industrial
incorporation or Classification Code
(Exact name of registrant as specified in its charter) organization) Number)
- ------------------------------------------------------------------ --------------------------- --------------------------
<CAPTION>
BROADCAST FINANCE, INC. 31-1390698
<S> <C>
CINE FILMS, INC. 95-2945526
CINE GUARANTORS, INC. 95-2677644
CINE GUARANTORS II, INC. 95-2960196
CINE GUARANTORS II, LTD. Not Applicable
CINE MOBILE SYSTEMS INT'L. N.V. Not Applicable
CINE MOVIL S.A. de C.V. Not Applicable
CITICASTERS CO. 31-1081002
F.M.I. PENNSYLVANIA, INC. 59-1648738
GACC-N26LB, INC. 31-1231527
GACC-340, INC. 31-1251968
GEORGIA NETWORK EQUIPMENT, INC. 31-0317907
GREAT AMERICAN MERCHANDISING GROUP, INC. 13-2658721
GREAT AMERICAN TELEVISION PRODUCTIONS, INC. 31-1019819
INMOBILIARIA RADIAL, S.A. de C.V. Not Applicable
JACOR BROADCASTING CORPORATION 31-1363232
JACOR BROADCASTING OF ATLANTA, INC. 31-1133504
JACOR BROADCASTING OF CHARLESTON, INC. 57-1030503
JACOR BROADCASTING OF COLORADO, INC. 31-1212116
JACOR BROADCASTING OF DENVER, INC. 33-0250362
JACOR BROADCASTING OF FLORIDA, INC. 31-1102108
JACOR BROADCASTING OF KANSAS CITY, INC. 43-1722735
JACOR BROADCASTING OF LAS VEGAS, INC. 61-1263208
JACOR BROADCASTING OF LAS VEGAS II, INC. 31-1506631
JACOR BROADCASTING OF LOUISVILLE, INC. 61-1257881
JACOR BROADCASTING OF LOUISVILLE II, INC. 31-1506626
JACOR BROADCASTING OF SALT LAKE CITY, INC. 87-0546502
JACOR BROADCASTING OF SALT LAKE CITY II, INC. 31-1506618
JACOR BROADCASTING OF SAN DIEGO, INC. 31-1440011
JACOR BROADCASTING OF SARASOTA, INC. 31-1468564
JACOR BROADCASTING OF ST. LOUIS, INC. 33-0294761
JACOR BROADCASTING OF TAMPA BAY, INC. 31-1234979
JACOR BROADCASTING OF TOLEDO, INC. 30-0200806
JACOR BROADCASTING OF YOUNGSTOWN, INC. 34-1308506
JACOR CABLE, INC. 31-1273897
JACOR LICENSEE OF CHARLESTON, INC. 57-1031405
JACOR LICENSEE OF KANSAS CITY, INC. 43-1724459
JACOR LICENSEE OF LAS VEGAS, INC. 88-0345737
JACOR LICENSEE OF LAS VEGAS II, INC. 31-1506613
JACOR LICENSEE OF LOUISVILLE, INC. 61-1289758
JACOR LICENSEE OF LOUISVILLE II, INC. 31-1506609
JACOR LICENSEE OF SALT LAKE CITY, INC. 87-0546823
JACOR LICENSEE OF SALT LAKE CITY II, INC. 31-1506621
JACOR/PREMIERE HOLDING, INC. 95-4523968
JBSL, INC. 43-1735433
LOCATION PRODUCTIONS, INC. 95-2556702
LOCATION PRODUCTIONS II, INC. 95-2945537
MULTIVERSE ACQUISITION CORP. Pending
NOBLE BROADCAST CENTER, INC. 33-0189045
NOBLE BROADCAST GROUP, INC. 33-0215206
NOBLE BROADCAST HOLDINGS, INC. 33-0492627
NOBLE BROADCAST LICENSES, INC. 34-1794221
NOBLE BROADCAST OF SAN DIEGO, INC. 95-3230874
NOBRO, S.C. Not Applicable
NOVA MARKETING GROUP, INC. 33-0578898
NSN NETWORK SERVICES, LTD. 31-1125479
PREMIERE RADIO NETWORKS, INC. 95-4083971
RADIO-ACTIVE MEDIA, INC. 31-1511358
SPORTS RADIO BROADCASTING, INC. 33-0525378
SPORTS RADIO, INC. 95-4350343
TAFT-TCI SATELLITE SERVICES, INC. 84-0863016
THE SY FISCHER COMPANY AGENCY, INC. 95-2792659
VTTV PRODUCTIONS 31-0924795
WHOK, INC. 34-1092716
(I.R.S. Employer
Identification
(Exact name of registrant as specified in its charter) No.)
- ------------------------------------------------------------------ -----------------
</TABLE>
50 EAST RIVERCENTER BOULEVARD
12TH FLOOR
COVINGTON, KENTUCKY 41011
(606) 655-2267
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
------------------------------
R. CHRISTOPHER WEBER
JACOR COMMUNICATIONS, INC.
50 EAST RIVERCENTER BOULEVARD
12TH FLOOR
COVINGTON, KENTUCKY 41011
(606) 655-2267
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and
Exchange Commission. These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective.
This prospectus shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any State
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such State.
<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 25, 1997
JACOR COMMUNICATIONS COMPANY
OFFER TO EXCHANGE $150,000,000 OF ITS
8 3/4% SERIES B SENIOR SUBORDINATED NOTES DUE 2007,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT,
FOR $150,000,000 OF ITS OUTSTANDING
8 3/4% SENIOR SUBORDINATED NOTES DUE 2007
------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY
2, 1998, UNLESS EXTENDED.
Jacor Communications Company ("JCC"), a wholly owned subsidiary of Jacor
Communications, Inc. ("Jacor"), hereby offers, upon the terms and subject to the
conditions set forth in this Prospectus and the accompanying Letter of
Transmittal (which together constitute the "Exchange Offer"), to exchange an
aggregate of up to $150,000,000 principal amount of 8 3/4% Series B Senior
Subordinated Notes due 2007 (the "Exchange Notes") of JCC for an identical face
amount of the issued and outstanding 8 3/4% Senior Subordinated Notes due 2007
(the "Old Notes" and together with the Exchange Notes, the "Notes") of JCC from
the Holders (as defined herein) thereof. As of the date of this Prospectus,
there is $150,000,000 aggregate principal amount of the Old Notes outstanding.
The terms of the Exchange Notes are identical in all material respects to the
Old Notes, except that the Exchange Notes have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and therefore will
not bear legends restricting their transfer and will not contain certain
provisions providing for liquidated damages in respect of the Old Notes under
certain circumstances described in the Registration Rights Agreement (as defined
herein), which provisions will terminate as to all of the Notes upon
consummation of the Exchange Offer.
The Exchange Notes will mature on June 15, 2007. Interest on the Exchange
Notes is payable semi-annually on June 15 and December 15 of each year,
commencing December 15, 1997. JCC will not be required to make any mandatory
redemption or sinking fund payment with respect to the Exchange Notes prior to
maturity. The Exchange Notes will be redeemable at the option of JCC, in whole
or in part, at any time on or after June 15, 2002 at the redemption prices set
forth herein plus accrued and unpaid interest, if any, to the date of
redemption. In the event of a Change of Control (as defined herein), JCC will be
required to make an offer to repurchase the Exchange Notes, at a price equal to
101% of the aggregate principal amount thereof, plus accrued and unpaid
interest, if any, to the date of repurchase. There can be no assurance that JCC
will have, or will have access to, sufficient funds to repurchase the Exchange
Notes upon a Change of Control. See "The Exchange Notes -- Certain Covenants --
Repurchase of Exchange Notes at the Option of the Holder Upon a Change of
Control."
The Exchange Notes will be general unsecured obligations of JCC,
subordinated in right of payment to all Senior Debt (as defined herein) of JCC,
including the Credit Facility. As of November 5, 1997, JCC had outstanding an
aggregate principal amount of $517.5 million of Senior Debt. All subsidiaries of
JCC will become Subsidiary Guarantors (each as defined herein) if required by
the indenture governing the Exchange Notes. See "The Exchange Notes -- Certain
Covenants -- Subsidiary Guarantors" and "Description of Indebtedness -- Credit
Facility," "-- The 9 3/4% Notes" and "-- The 10 1/8% Notes."
The Exchange Notes will be fully and unconditionally guaranteed on a senior
subordinated basis by Jacor and the Subsidiary Guarantors (the Subsidiary
Guarantors, together with Jacor, the "Guarantors") (limited only to the extent
necessary to avoid each such guarantee being considered a fraudulent conveyance
under applicable law) on a joint and several basis (the "Guarantees"). The
Guarantees will be general unsecured obligations of the Guarantors.
The Old Notes were sold on June 17, 1997 in a transaction not registered
under the Securities Act in reliance upon an exemption from the registration
requirements thereof. In general, the Old Notes may not be offered or sold
unless registered under the Securities Act, except pursuant to an exemption
from, or in a transaction not subject to, the Securities Act. The Exchange Notes
are being offered hereby in order to satisfy certain obligations of JCC
contained in the Registration Rights Agreement. Based on interpretations of
comments by the staff of the Securities and Exchange Commission (the
"Commission") set forth in no-action letters issued to third parties, JCC
believes that the Exchange Notes issued pursuant to the Exchange Offer in
exchange for Old Notes may be offered for resale, resold or otherwise
transferred by any holder thereof (other than any such holder that is an
"affiliate" of JCC within the meaning of Rule 405 promulgated under the
Securities Act) without compliance with the registration and prospectus delivery
provisions of the Securities Act, PROVIDED that such Exchange Notes are acquired
in the ordinary course of such holder's business, such holder has no arrangement
with any person to participate in the distribution of such Exchange Notes and
neither such holder nor any such other person is engaging in or intends to
engage in a distribution of such Exchange Notes. However, JCC has not sought,
and does not intend to seek, its own no-action letter, and there can be no
assurance that the staff of the Commission would make a similar determination
with respect to the Exchange Offer. Notwithstanding the foregoing, each
broker-dealer that receives Exchange Notes for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes. The Letter of Transmittal states that by
so acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act. This Prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with any resale of Exchange Notes
received in exchange for such Old Notes where such Old Notes were acquired by
such broker-dealer as a result of market-making activities or other trading
activities (other than Old Notes acquired directly from JCC). JCC has agreed
that, for a period ending on the earlier of (i) 180 days after consummation of
the Exchange Offer (subject to extension in certain events) and (ii) the date on
which all participating broker-dealers have sold their Exchange Notes, it will
make this Prospectus available to any broker-dealer for use in connection with
any such resale. See "Plan of Distribution."
Except as described herein, the Exchange Notes initially will be in the form
of one or more registered global book-entry notes without interest coupons
(collectively, the "Global Exchange Notes") and will be deposited with the
Trustee as custodian for The Depository Trust Company, New York, New York
("DTC") and registered in the name of DTC or its nominee, in each case for
credit to the accounts of Direct and Indirect Participants (as defined herein).
The Global Exchange Notes will trade in DTC's Same-Day Funds Settlement System
and, therefore, transfers between Direct Participants in DTC will be effected in
accordance with DTC's procedures, and will be settled in immediately available
funds. Transfers between Indirect Participants who hold an interest through a
Direct Participant will be effected in accordance with the procedures of such
Direct Participant but generally will settle in immediately available funds. See
"The Exchange Notes -- Book-Entry, Delivery and Form."
The Old Notes are eligible for trading in the Private Offering, Resales and
Trading through Automated Linkages ("PORTAL") market. Except as described above,
JCC does not intend to list the Exchange Notes on any securities exchange or to
seek approval for quotation through any automated quotation system. There has
not previously been any public market for the Exchange Notes and there can be no
assurance that an active market for the Exchange Notes will develop. Moreover,
to the extent that Old Notes are tendered and accepted in the Exchange Offer,
the trading market, if any, for untendered Old Notes could be adversely
affected.
The Exchange Offer is not conditioned upon any minimum aggregate principal
amount of Old Notes being tendered for exchange. The date of acceptance and
exchange of the Old Notes (the "Exchange Date") will be the fourth business day
following the Expiration Date (as defined herein). Old Notes tendered pursuant
to the Exchange Offer may be withdrawn at any time prior to the Expiration Date.
JCC will not receive any proceeds from the Exchange Offer. JCC will pay all of
the expenses incident to the Exchange Offer.
SEE "RISK FACTORS" BEGINNING ON PAGE 11 FOR A DISCUSSION OF THE RISKS THAT
SHOULD BE CONSIDERED IN CONNECTION WITH THE EXCHANGE OFFER AND AN INVESTMENT IN
THE EXCHANGE NOTES.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------
THE DATE OF THIS PROSPECTUS IS NOVEMBER , 1997
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO PURCHASE, THE SECURITIES OFFERED BY THIS PROSPECTUS,
IN ANY JURISDICTION, TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION OF AN OFFER IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES PURSUANT TO THIS
PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE INFORMATION SET FORTH HEREIN SINCE THE DATE OF THIS
PROSPECTUS.
AVAILABLE INFORMATION
Jacor is subject to the informational requirements of the Exchange Act and
accordingly files reports, proxy statements, and other information with the
Commission. Such reports, proxy statements and other information filed with the
Commission are available for inspection and copying at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and at 7 World Trade Center, 13th Floor, New York, New York
10048. Copies of such documents may also be obtained from the Public Reference
Room of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. Jacor files its reports, proxy statements, and
other information with the Commission electronically, and the Commission
maintains a Web site located at http://www.sec.gov containing such information.
Jacor has filed a Registration Statement on Form S-4 together with all
amendments and exhibits thereto with the Commission under the Securities Act
with respect to this Exchange Offer. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. The
Registration Statement, including any amendments, schedules, and exhibits
thereto, is available for inspection and copying as set forth above. Statements
contained in this Prospectus as to the contents of any contract or other
document referred to herein include all material terms of such contracts or
other documents but are not necessarily complete, and in each instance reference
is made to the copy of such contract or other document filed as an exhibit to
the Registration Statement, each such statement being qualified in all respects
by such reference.
Jacor Common Stock is traded on the Nasdaq National Market. Reports, proxy
and information statements, and other information concerning Jacor are available
for inspection and copying at the offices of The Nasdaq Stock Market at 1735 K
Street, N.W., Washington, D.C. 20006-1506. No application has been made, and JCC
does not currently intend, to list on the Nasdaq National Market the Exchange
Notes to be issued in connection with the Exchange Offer.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents ("Jacor Reports"), previously filed by Jacor with
the Commission under the Exchange Act are incorporated herein by reference:
(a) Jacor's Annual Report on Form 10-K for the fiscal year ended December
31, 1996, as amended;
(b) Jacor's Current Reports on Form 8-K dated January 9, 1997, January 24,
1997, March 7, 1997 (amending Jacor's Form 8-K dated October 23, 1996),
March 21, 1997, as amended, April 8, 1997, as amended, May 5, 1997, May
16, 1997, June 12, 1997, as amended, August 29, 1997, September 30, 1997,
November 4, 1997, and November 21, 1997;
(c) Jacor's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1997, June 30, 1997 and September 30, 1997; and
(d) Jacor's Form 8-B Registration Statement dated September 23, 1996.
All documents filed by Jacor pursuant to Sections 13(a), 13(c), 14, or 15(d)
of the Exchange Act after the date of this Prospectus and prior to the effective
time of the Exchange Offer shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document that is or is deemed to be incorporated by
reference herein) modifies or supersedes such previous statement. Any statement
so modified or superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.
THIS PROSPECTUS INCORPORATES DOCUMENTS RELATING TO JACOR BY REFERENCE WHICH
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN
EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE HEREIN) ARE AVAILABLE WITHOUT CHARGE UPON ORAL OR WRITTEN REQUEST BY
ANY PERSON TO WHOM THIS PROSPECTUS HAS BEEN DELIVERED. SUCH REQUEST SHOULD BE
DIRECTED TO JACOR COMMUNICATIONS, INC., 50 EAST RIVERCENTER BOULEVARD, 12TH
FLOOR, COVINGTON, KENTUCKY 41011, ATTENTION: PAUL F. SOLOMON, ESQ., SENIOR VICE
PRESIDENT-GENERAL COUNSEL, TELEPHONE NUMBER (606) 655-2267, FAX NUMBER (606)
655-9345. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST
SHOULD BE MADE BY DECEMBER 26, 1997.
3
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS APPEARING ELSEWHERE IN THE PROSPECTUS AND
IN THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE. UNLESS THE CONTEXT OTHERWISE
REQUIRES, THE TERM (I) "JACOR" REFERS TO JACOR COMMUNICATIONS, INC. AND ITS
SUBSIDIARIES, INCLUDING JCC, AND THEIR COMBINED OPERATIONS ON A HISTORICAL
BASIS; AND (II) "COMPANY" REFERS TO JACOR, THE ENTITIES, RADIO STATIONS AND
OTHER ASSETS TO BE OWNED BY JACOR ON A COMBINED BASIS ASSUMING THE PENDING
TRANSACTIONS ARE CONSUMMATED AS CURRENTLY SET FORTH IN THE RESPECTIVE
TRANSACTION AGREEMENTS. THE TERM "PENDING TRANSACTIONS" REFERS TO THE PENDING
ACQUISITIONS, DISPOSITIONS AND EXCHANGES WHICH HAVE BEEN ENTERED INTO BY JACOR
AND HAVE BEEN DESCRIBED IN THE JACOR REPORTS INCORPORATED BY REFERENCE IN THIS
PROSPECTUS. SEE "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE." CERTAIN OF
THE PENDING TRANSACTIONS WILL NOT BE CONSUMMATED PRIOR TO THE CLOSING OF THE
EXCHANGE OFFER.
THE COMPANY
Jacor and JCC, a direct wholly-owned subsidiary of Jacor, are holding
companies engaged primarily in the radio broadcasting business. Through their
subsidiaries, Jacor and JCC also distribute nationally syndicated talk
programming for radio broadcasting, provide support services to other
broadcasting companies and own and operate one television station in Cincinnati,
Ohio. Jacor's principal executive offices are located at 50 East RiverCenter
Boulevard, 12th Floor, Covington, Kentucky 41011 and its telephone number is
(606) 655-2267.
SUMMARY HISTORICAL FINANCIAL DATA
The following sets forth summary historical financial data for Jacor for the
three years ended December 31, 1996 and the nine month periods ended September
30, 1996 and 1997. The comparability of the historical consolidated financial
data reflected in this financial data has been significantly impacted by
acquisitions and dispositions. The information presented below is qualified in
its entirety by, and should be read in conjunction with, "SELECTED HISTORICAL
FINANCIAL DATA."
HISTORICAL
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------------- ----------------------
1994 1995 1996 1996 1997
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA
Net revenue....................................... $ 107,010 $ 118,891 $ 223,761 $ 127,520 $ 368,941
Broadcast operating expenses...................... 80,468 87,290 151,056 91,694 251,513
Depreciation and amortization..................... 9,698 9,483 23,404 10,601 53,097
Corporate general and administrative expenses..... 3,361 3,501 7,629 4,080 9,240
Operating income.................................. 13,483 18,617 39,360 21,145 55,091
Net income........................................ 7,852 10,965 5,105 4,737 (5,412)
OTHER FINANCIAL DATA
Broadcast cash flow............................... $ 26,542 $ 31,601 $ 72,696 $ 35,826 $ 117,428
Broadcast cash flow margin........................ 24.8% 26.6% 32.5% 28.1% 31.8%
EBITDA............................................ $ 23,181 $ 28,100 $ 62,764 $ 31,746 $ 108,188
Capital expenditures.............................. $ 2,221 $ 4,969 $ 11,852 $ 7,506 $ 12,485
</TABLE>
4
<PAGE>
THE EXCHANGE OFFER
<TABLE>
<S> <C>
Registration Agreement....... The Old Notes were issued on June 17, 1997 to the initial
purchasers (the "Initial Purchasers") of the Old Notes. The
Initial Purchasers resold the Old Notes to certain qualified
institutional buyers in reliance on, and subject to the
restrictions imposed pursuant to, Rule 144A. In connection
therewith, JCC and the Initial Purchasers entered into the
Registration Rights Agreement (the "Registration Rights
Agreement"), dated June 17, 1997 among JCC, the Guarantors,
and Donaldson, Lufkin & Jenrette Securities Corporation,
Chase Securities, Inc. and Merrill Lynch & Co. (the "Initial
Purchasers"), providing, among other things, for the
Exchange Offer. See "The Exchange Offer."
The Exchange Offer........... JCC is offering to exchange pursuant to the Exchange Offer
up to $150,000,000 aggregate principal amount of its new
8 3/4% Series B Senior Subordinated Notes due 2007 (the
"Exchange Notes") for a like aggregate principal amount of
its outstanding 8 3/4% Senior Subordinated Notes due 2007
(the "Old Notes" and together with the Exchange Notes, the
"Notes). The terms of the Exchange Notes are identical in
all material respects (including principal amount, interest
rate and maturity) to the terms of the Old Notes for which
they may be exchanged pursuant to the Exchange Offer, except
that the Exchange Notes are freely transferrable by Holders
(as defined herein) thereof (other than as provided herein),
and are not subject to any covenant regarding registration
under the Securities Act. See "The Exchange Offer."
Interest Payments............ Interest on the Exchange Notes shall accrue from the last
interest payment date (June 15 or December 15) on which
interest was paid on the Notes so surrendered or, if no
interest has been paid on such Notes, from June 17, 1997
(the "Interest Payment Date").
Minimum Condition............ The Exchange Offer is not conditioned upon any minimum
aggregate principal amount of Old Notes being tendered for
exchange.
Expiration Date; Withdrawal
of Tender................... The Exchange Offer will expire at 5:00 p.m., New York City
time on January 2, 1998, unless the Exchange Offer is
extended, in which case the term "Expiration Date" means the
latest date and time to which the Exchange Offer is
extended. JCC does not currently intend to extend the
Expiration Date and any extension will not affect the
payment of interest on the interest payment dates. Tenders
may be withdrawn at any time prior to 5:00 p.m., New York
City time, on the Expiration Date. See "The Exchange Offer
-- Withdrawal Rights."
Exchange Date................ The date of acceptance for exchange of the Old Notes will be
the fourth business day following the Expiration Date.
Conditions to the Exchange
Offer....................... The Exchange Offer is subject to certain customary
conditions, which may be waived by JCC. JCC currently
expects that each of the conditions will be satisfied and
that no waivers will be necessary. See "The Exchange Offer
-- Certain Conditions to the Exchange Offer." JCC reserves
the right to terminate or amend the Exchange Offer at any
time prior to the Expiration Date upon the occurrence of any
such condition.
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
Procedures for Tendering Old
Notes....................... Each holder of Old Notes wishing to accept the Exchange
Offer must complete, sign and date the Letter of
Transmittal, or a facsimile thereof, in accordance with the
instructions contained herein and therein, and mail or
otherwise deliver such Letter of Transmittal, or such
facsimile, together with the Old Notes and any other
required documentation to the Exchange Agent (as defined
herein) at the address set forth therein. See "The Exchange
Offer -- Procedures for Tendering Old Notes" and "Plan of
Distribution."
Use of Proceeds.............. There will be no proceeds to JCC from the exchange of Notes
pursuant to the Exchange Offer.
Federal Income Tax
Consequences................ The exchange of Notes pursuant to the Exchange Offer will
not be a taxable event for federal income tax purposes. See
"Certain U.S. Federal Income Tax Considerations."
Special Procedures for
Beneficial Owners........... Any beneficial owner whose Old Notes are registered in the
name of a broker, dealer, commercial bank, trust company or
other nominee and who wishes to tender should contact such
registered holder promptly and instruct such registered
holder to tender on such beneficial owner's behalf. If such
beneficial owner wishes to tender on such beneficial owner's
own behalf, such beneficial owner must, prior to completing
and executing the Letter of Transmittal and delivering the
Old Notes, either make appropriate arrangements to register
ownership of the Old Notes in such beneficial owner's name
or obtain a properly completed bond power from the
registered holder. The transfer of registered ownership may
take considerable time. See "The Exchange Offer --
Procedures for Tendering Old Notes."
Guaranteed Delivery
Procedures.................. Holders of Old Notes who wish to tender their Old Notes and
whose Old Notes are not immediately available or who cannot
deliver their Old Notes, the Letter of Transmittal or any
other documents required by the Letter of Transmittal to the
Exchange Agent prior to the Expiration Date must tender
their Old Notes according to the guaranteed delivery
procedures set forth in "The Exchange Offer -- Procedures
for Tendering Old Notes."
Acceptance of Old Notes and
Delivery of Exchange
Notes....................... JCC will accept for exchange any and all Old Notes which are
properly tendered in the Exchange Offer prior to 5:00 p.m.,
New York City time, on the Expiration Date. The Exchange
Notes issued pursuant to the Exchange Offer will be
delivered promptly following the Expiration Date. See "The
Exchange Offer -- Acceptance of Old Notes for Exchange;
Delivery of Exchange Notes."
Effect on Holders of Old
Notes....................... As a result of the making of, and upon acceptance for
exchange of all validly tendered Old Notes pursuant to the
terms of this Exchange Offer, JCC will have fulfilled a
covenant contained in the Registration Rights Agreement and,
accordingly, there will be no liquidated damages in respect
of the Old Notes pursuant to the terms of the Registration
Rights Agreement, and the holders of the Old Notes will have
no further registration or other rights under the
Registration Rights Agreement. Holders of the Old Notes who
do not tender their
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
Old Notes in the Exchange Offer will continue to hold such
Old Notes and will be entitled to all the rights and
limitations applicable thereto under the Indenture dated
June 17, 1997 between JCC, the Guarantors and The Bank of
New York relating to the Old Notes and the Exchange Notes
(the "Indenture"), except for any such rights under the
Registration Rights Agreement that by their terms terminate
or cease to have further effectiveness as a result of the
making of, and the acceptance for exchange of all validly
tendered Old Notes pursuant to, the Exchange Offer. All
untendered Old Notes will continue to be subject to the
restrictions on transfer provided for in the Old Notes and
the Indenture. To the extent that Old Notes are tendered and
accepted in the Exchange Offer, the trading market, if any,
for untendered Old Notes could be adversely affected.
Resale of Exchange Notes..... JCC is making the Exchange Offer in reliance on the position
of the staff of the Commission as set forth in certain
interpretive letters addressed to third parties in other
transactions. However, JCC has not sought its own
interpretive letter and there can be no assurance that the
staff would make a similar determination with respect to the
Exchange Offer as it has in such interpretive letters to
third parties. Based on these interpretations by the staff,
JCC believes that the Exchange Notes issued pursuant to the
Exchange Offer in exchange for Old Notes may be offered for
resale, resold and otherwise transferred by a holder (other
than any holder who is a broker-dealer or an "affiliate" of
JCC within the meaning of Rule 405 of the Securities Act)
without further compliance with the registration and
prospectus delivery requirements of the Securities Act,
provided that such Exchange Notes are acquired in the
ordinary course of such holder's business and that such
holder is not participating, and has no arrangement or
understanding with any person to participate, in a
distribution (within the meaning of the Securities Act) of
such Exchange Notes. However, any holder who is an
"affiliate" of JCC or who has an arrangement or
understanding with respect to the distribution of the
Exchange Notes to be acquired pursuant to the Exchange
Offer, or any broker-dealer who purchased Old Notes from JCC
to resell pursuant to Rule 144A or any other available
exemption under the Securities Act (i) could not rely on the
applicable interpretations of the staff and (ii) must comply
with the registration and prospectus delivery requirements
of the Securities Act. A broker-dealer who holds Old Notes
that were acquired for its own account as a result of
market-making or other trading activities may be deemed to
be an "underwriter" within the meaning of the Securities Act
and must, therefore, deliver a prospectus meeting the
requirements of the Securities Act in connection with any
resale of Exchange Notes. Each such broker-dealer that
receives Exchange Notes for its own account in exchange for
Old Notes, where such Old Notes were acquired by such
broker-dealer as a result of market-making activities or
other trading activities, must acknowledge in the Letter of
Transmittal that it will deliver a prospectus in connection
with any resale of such Exchange Notes. See "Plan of
Distribution."
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
In addition, to comply with the securities laws of certain
jurisdictions, if applicable, the Exchange Notes may not be
offered or sold unless they have been registered or
qualified for sale in such jurisdiction or an exemption from
registration or qualification is available and is complied
with. JCC has agreed, pursuant to the Registration Rights
Agreement and subject to certain specified limitations
therein, to register or qualify the Exchange Notes for offer
or sale under the securities or blue sky laws of such
jurisdictions as any holder of the Exchange Notes reasonably
requests. Such registration or qualification may require the
imposition of restrictions or conditions (including
suitability requirements for offerees or purchasers) in
connection with the offer or sale of any Exchange Notes.
Consequence of Failure to
Exchange.................... Holders of Old Notes who do not exchange their Old Notes for
Exchange Notes pursuant to the Exchange Offer will continue
to be subject to the restrictions on transfer of such Old
Notes as set forth in the legend thereon as a consequence of
the offer or sale of the Old Notes pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state
securities laws. In general, the Old Notes may not be
offered or sold, unless registered under the Securities Act,
except pursuant to an exemption from, or in a transaction
not subject to, the Securities Act and applicable state
securities laws. JCC does not currently anticipate that it
will register the Old Notes under the Securities Act.
Exchange Agent............... The Bank of New York is serving as exchange agent (the
"Exchange Agent") in connection with the Exchange Offer. See
"The Exchange Offer -- Exchange Agent."
</TABLE>
8
<PAGE>
THE EXCHANGE NOTES
<TABLE>
<S> <C>
Securities Offered........... $150.0 million in aggregate principal amount of 8 3/4%
Series B Senior Subordinated Notes.
Maturity Date................ June 15, 2007.
Interest Payment Dates....... June 15 and December 15, commencing December 15, 1997.
Mandatory Redemption......... None.
Optional Redemption.......... The Exchange Notes will be redeemable, in whole or in part,
at the option of JCC on or after June 15, 2002, at the
redemption prices set forth herein, plus accrued and unpaid
interest, if any, to the date of redemption. See "The
Exchange Notes -- Optional Redemption."
Ranking...................... The Exchange Notes will be general unsecured obligations of
JCC and will be subordinated in right of payment to all
existing and future Senior Debt of JCC including the Credit
Facility. As of November 5, 1997, JCC had outstanding an
aggregate principal amount of $517.5 million of Senior Debt.
See "Description of Indebtedness -- The Credit Facility" and
"The Exchange Notes -- Subordination."
Guarantees................... The Exchange Notes will be fully and unconditionally
guaranteed on a senior subordinated basis by Jacor and the
Subsidiary Guarantors on a joint and several basis (limited
only to the extent necessary for each such Guarantee to not
constitute a fraudulent conveyance under applicable law).
The Guarantees will be general unsecured obligations of the
Guarantors. See "The Exchange Notes -- Subordination; --
Subsidiary Guarantors."
Change of Control Offer...... If a Change of Control occurs (including a change of control
of Jacor, for so long as JCC is a wholly owned subsidiary of
Jacor), JCC will be required to offer to repurchase all
outstanding Exchange Notes at a price equal to 101% of their
principal amount, plus accrued and unpaid interest, if any,
to the date of repurchase. There can be no assurance that
JCC will have sufficient funds to purchase all of the
Exchange Notes in the event of a Change of Control or that
JCC would be able to obtain financing for such purposes on
favorable terms, if at all. In addition, the Credit Facility
restricts JCC's ability to repurchase the Exchange Notes
pursuant to a Change of Control Offer. Furthermore, a Change
of Control under the Indenture will result in a default
under the Credit Facility. See "The Exchange Notes --
Certain Covenants -- Repurchase of the Exchange Notes at the
Option of the Holder Upon a Change of Control."
</TABLE>
9
<PAGE>
<TABLE>
<S> <C>
Certain Covenants............ The Indenture imposes certain limitations on the ability of
JCC and its subsidiaries to, among other things (i) incur
additional indebtedness; (ii) incur liens; (iii) pay
dividends or make certain other restricted payments; (iv)
consummate certain asset sales; (v) enter into certain
transactions with affiliates; (vi) incur indebtedness that
is subordinate in right of payment to any Senior Debt and
senior in right of payment to the Exchange Notes; (vii)
impose restrictions on the ability of a subsidiary to pay
dividends or make certain payments to JCC; (viii) conduct
business other than the ownership and operation of radio and
television broadcast stations and related businesses; (ix)
merge or consolidate with any other person or (x) sell,
assign, transfer, lease, convey or otherwise dispose of all
or substantially all of the assets of JCC. With respect to
an Asset Sale Offer (as defined herein), JCC will not be
permitted to commence an Asset Sale Offer for the Exchange
Notes until such time as an Asset Sale Offer for the 9 3/4%
Notes and the 10 1/8% Notes (each as defined herein), in
each case if required, has been completed. See "The Exchange
Notes -- Certain Covenants."
</TABLE>
10
<PAGE>
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THE PROSPECTUS, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING
FACTORS BEFORE DECIDING TO TENDER OLD NOTES IN THE EXCHANGE OFFER. THE RISK
FACTORS SET FORTH BELOW ARE GENERALLY APPLICABLE TO THE OLD NOTES AS WELL AS THE
EXCHANGE NOTES.
RESTRICTIONS ON RESALE AND LIMITED MARKET UPON FAILURE TO EXCHANGE. Holders
of the Old Notes who do not exchange their Old Notes for Exchange Notes pursuant
to the Exchange Offer will continue to be subject to the restrictions on
transfer of such Old Notes as set forth in the legend thereon. In general, Old
Notes may not be offered or sold unless registered under the Securities Act,
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws. JCC does not currently intend to register the Old Notes under the
Securities Act. Based on interpretations by the staff of the Commission, JCC
believes that Exchange Notes issued pursuant to the Exchange Offer in exchange
for Old Notes may be offered for resale, resold or otherwise transferred by
Holders thereof (other than any such Holder which is an "affiliate" of JCC
within the meaning of Rule 405 under the Securities Act) without compliance with
the registration and prospectus delivery provisions of the Securities Act,
provided that such Old Notes were acquired in the ordinary course of such
Holders' business and such Holders have no arrangement with any person to
participate in the distribution of such Exchange Notes. Each broker-dealer that
receives Exchange Notes for its own account in exchange for Old Notes, where
such Old Notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. See "Plan of
Distribution." To the extent that Old Notes are tendered and accepted in the
Exchange Offer, the trading market, if any, for untendered and tendered but
unaccepted Old Notes will be adversely affected.
RISKS OF ACQUISITION STRATEGY. Jacor intends to pursue growth through the
opportunistic acquisition of broadcasting companies, radio station groups,
individual radio stations and entities that provide programming and services to
radio station groups or individual radio stations. In this regard, Jacor
routinely reviews such acquisition opportunities. Jacor believes that currently
there are available a number of acquisition opportunities that would be
complementary to its business. Jacor cannot predict whether it will be
successful in pursuing such acquisition opportunities or what the consequences
of any such acquisition would be.
The receipt of certain federal and state governmental or regulatory
approvals is required in order to consummate the acquisitions, including
approvals or waivers from the Federal Communications Commission (the "FCC"),
and, if certain criteria are met, the expiration of or termination of the
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act"), as enforced by the Antitrust Division
of the Department of Justice (the "Antitrust Division"). With regard to each
proposed acquisition, Jacor will use its reasonable best efforts to obtain such
approvals or waivers, but there can be no assurance that (i) the FCC will
approve the transfer of the broadcast licenses in connection with each proposed
transaction; (ii) the FCC or a court would affirm the FCC consent to the
proposed transaction if such review is undertaken; (iii) the HSR Act waiting
periods with respect to the various proposed transactions will expire without
objections being raised by either the Federal Trade Commission (the "FTC") or
the Antitrust Division that would not be eliminated without substantial changes
to the terms of the applicable proposed transactions; or (iv) Jacor will be
successful in consummating various proposed transactions in a timely manner or
on the terms originally agreed upon by the parties to the transactions.
Jacor's acquisition strategy involves numerous risks, including difficulties
in the integration of operations and systems, the diversion of management's
attention from other business concerns and the potential loss of key employees
of acquired businesses. There can be no assurance that Jacor's management will
be able to manage effectively the resulting business or that such acquisitions
will benefit Jacor.
11
<PAGE>
In addition to the expenditure of capital relating to the Pending
Transactions, future acquisitions also may involve the expenditure of
significant funds, including the issuance of additional debt or equity.
Depending upon the nature, size and timing of future acquisitions, Jacor may be
required to raise additional financing. In anticipation of possible financing
needs, pursuant to an omnibus shelf registration statement filed with the
Securities and Exchange Commission, Jacor could sell up to $500.0 million of
debt and/or equity securities in the public markets. However, there is no
assurance that additional financing will be available to Jacor on acceptable
terms at the time desired.
INCREASED ANTITRUST SCRUTINY. Subsequent to the passage of the
Telecommunications Act of 1996 (the "Telecom Act") on February 8, 1996, the
radio broadcast industry has been subject to an increased amount of scrutiny by
the Antitrust Division. Such scrutiny caused Jacor to experience delays and
increased costs in closing several transactions and also compelled changes in
the proposed terms of several acquisitions. Jacor could experience similar
delays, increased costs, and compelled changes in connection with future
transactions.
Although Jacor does not believe that antitrust considerations will adversely
affect Jacor's ability to successfully implement its business strategy, the
effects of the Antitrust Division's heightened level of scrutiny on the radio
broadcast industry and on Jacor are uncertain. There can be no assurance that
these concerns will not negatively impact Jacor.
FCC REGULATION OF BROADCASTING INDUSTRY. The broadcasting industry is
subject to extensive regulation by the FCC which, among other things, requires
approval for the issuance, renewal, transfer and assignment of broadcasting
station operating licenses, limits the number of broadcasting properties Jacor
may acquire and regulates the operations of broadcasting stations. Additionally,
in certain circumstances, the Communications Act of 1934, as amended (the
"Communications Act"), and FCC rules will operate to impose limitations on alien
ownership and voting of the capital stock of Jacor. Jacor's Certificate of
Incorporation permits the redemption of Common Stock from stockholders where
necessary to protect Jacor's regulatory licenses. The FCC is considering changes
to its rules in response to the Telecom Act and other industry developments.
There can be no assurance that any such rule changes will not negatively impact
Jacor's operations in the future.
Jacor's business will be dependent upon maintaining its broadcasting
licenses issued by the FCC, which are issued currently for a maximum term of
eight years. Although it is rare for the FCC to deny a renewal application,
there can be no assurance that the pending or future renewal applications will
be approved, or that such renewals will not include conditions or qualifications
that could adversely affect Jacor's operations. Moreover, governmental
regulations and policies may change over time and there can be no assurance that
such changes would not have a material adverse impact upon Jacor's business,
financial condition and results of operations.
COMPETITION; BUSINESS RISKS. Broadcasting is a highly competitive business.
Jacor's radio and television stations compete for audiences and advertising
revenues directly with other radio and television stations, as well as with
other media, such as newspapers, magazines, cable television, outdoor
advertising, and direct mail, within their respective geographic areas. Audience
ratings and revenue shares are subject to change and any adverse change in a
particular geographic area could have a material and adverse effect on the
revenue of stations located in that geographic area. Future operations are
further subject to many variables which could have an adverse effect upon
Jacor's financial performance. These variables include economic conditions, both
generally and relative to the broadcasting industry; shifts in population and
other demographics; the level of competition for advertising dollars with other
radio stations, television stations, and other entertainment and communications
media; fluctuations in operating costs; technological changes and innovations;
changes in labor conditions; and changes in governmental regulations and
policies and actions of federal regulatory bodies. Although Jacor believes that
each of its stations is able to compete effectively in its respective broadcast
area, there can be no assurance that any such stations will be able to maintain
or increase its current audience ratings and advertising revenues.
12
<PAGE>
SUBSTANTIAL LEVERAGE AND LIMITED FINANCIAL FLEXIBILITY. The Pending
Transactions may result in a higher level of indebtedness for the Company. The
Company's outstanding indebtedness may have the following important
consequences: (i) significant interest expense and principal repayment
obligations resulting in substantial annual fixed charges; (ii) significant
limitations on the Company's ability to obtain additional debt financing; and
(iii) increased vulnerability to adverse general economic and industry
conditions. In addition, the Company's existing and anticipated credit
facilities have or will have a number of financial covenants, including interest
coverage, debt service coverage and a maximum ratio of debt to earnings before
other expenses (income), interest expenses, taxes, depreciation and
amortization.
SHARE OWNERSHIP BY ZELL/CHILMARK. Zell/Chilmark Fund L.P. ("Zell/Chilmark")
and certain of its affiliates hold 13,349,720 (currently 29.3%) of the
outstanding shares of Jacor common stock, par value $.01 per share (the "Common
Stock"), and Zell/Chilmark is Jacor's largest stockholder as of the date hereof.
The large share ownership of Zell/Chilmark may have the effect of discouraging
certain types of transactions involving an actual or potential change of control
of Jacor, including transactions in which the holders of Common Stock might
otherwise receive a premium for their shares over then-current market prices.
Subject to certain restrictions under the Securities Act, Zell/Chilmark is
free to sell shares of Common Stock from time to time for any reason. By virtue
of its current control of Jacor, Zell/Chilmark could sell large amounts of
Common Stock by causing Jacor to file a registration statement with respect to
such stock. In addition, Zell/Chilmark could sell its shares of Common Stock
without registration pursuant to Rule 144 under the Securities Act. Jacor can
make no prediction as to the effect, if any, that such sales of shares of Common
Stock would have on the prevailing market price. Sales of substantial amounts of
Common Stock, or the availability of such shares for sale, could adversely
affect prevailing market prices. Sales or transfers of Common Stock by
Zell/Chilmark could result in another person or entity becoming the controlling
stockholder of Jacor.
KEY PERSONNEL. Jacor's business is dependent upon the performance of
certain key employees, including its Chief Executive Officer and its President.
Jacor employs several on-air personalities with significant loyal audiences in
their respective broadcast areas. Jacor generally enters into long-term
employment agreements with its key on-air talent to protect its interests in
those relationships, but there can be no assurance that all such on-air
personalities will remain with Jacor.
FORWARD-LOOKING STATEMENTS. The Prospectus sets forth or incorporates by
reference forward-looking statements within the meaning of Section 27A of the
Securities Act. Discussions containing such forward-looking statements may be
found in the material set forth under "Prospectus Summary" and "Business," as
well as within the Prospectus generally. In addition, when used in the
Prospectus, the words "believes," "anticipates," "expects" and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to a number of risks and uncertainties. Actual results in the future
could differ materially from those described in the forward-looking statements
as a result of the risk factors set forth above and the matters set forth or
incorporated by reference in the Prospectus generally. Jacor undertakes no
obligation to publicly release the result of any revisions to these
forward-looking statements that may be made to reflect any future events or
circumstances. Jacor cautions the reader, however, that this list of risk
factors may not be exhaustive.
13
<PAGE>
USE OF PROCEEDS
There will be no proceeds to Jacor from the exchange of Notes pursuant to
the Exchange Offer. Jacor used the net proceeds from the offering of the Old
Notes to repay a portion of the outstanding indebtedness under the Credit
Facility, for acquisitions and for general corporate purposes.
Jacor's credit facility, as amended and restated as of September 16, 1997
(the "Credit Facility"), with certain banks and other financial institutions,
provides for the availability of $1.15 billion of loans in two components: (i) a
revolving credit facility of up to $750.0 million with mandatory semi-annual
commitment reductions beginning June 30, 2000 and a final maturity date of
December 31, 2004 and (ii) a term loan of $400.0 million with scheduled
semi-annual reductions beginning December 31, 1999 and a final maturity date of
December 31, 2004. The Credit Facility bears interest at a rate that fluctuates
with a bank base rate and/or the Eurodollar rate per annum. Through November 1,
1997, the year to date average interest rate on Credit Facility borrowings was
7.68%.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the unaudited consolidated ratio of earnings
to fixed charges for Jacor for the periods shown (dollars in thousands):
<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED DECEMBER 31, ENDED
----------------------------------------------------- SEPTEMBER 30,
1992 1993 1994 1995 1996 1997
--------- --------- --------- --------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges
(1)................................. N/A 1.9 6.0 5.7 1.4 1.1
Coverage deficiency................... $ 23,701 N/A N/A N/A N/A N/A
</TABLE>
- ------------------------
(1) For the purpose of computing the ratio of earnings to fixed charges as
prescribed by the rules and regulations of the Commission, earnings
represent pretax income from continuing operations plus fixed charges, less
interest capitalized. Fixed charges represent interest (including amounts
capitalized), the portion of rent expenses deemed to be interest and
amortization of deferred financing costs.
14
<PAGE>
SELECTED HISTORICAL FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
The selected consolidated financial data for Jacor presented below for, and
as of the end of each of the years in the five-year period ended December 31,
1996, is derived from Jacor's Consolidated Financial Statements which have been
audited by Coopers & Lybrand L.L.P., independent accountants. The consolidated
financial statements at December 31, 1995 and 1996 and for each of the three
years in the period ended December 31, 1996 and the auditors' report thereon are
included in the Jacor Reports which are included herein by reference. See
"Incorporation of Certain Documents by Reference." The selected financial data
as of September 30, 1997 and for the nine months ended June 30, 1996 and 1997
are unaudited. In the opinion of Jacor's management, the unaudited financial
statements from which such data have been derived include all adjustments
(consisting only of normal, recurring adjustments) which are necessary for a
fair presentation of results of operations for such periods. Comparability of
Jacor's historical consolidated financial data has been significantly impacted
by acquisitions, dispositions and the recapitalization and refinancing completed
in the first quarter of 1993.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
----------------------------------------------------- --------------------
1992(6) 1993 1994 1995 1996 1996 1997
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING STATEMENT DATA(1):
Net revenue....................... $ 70,506 $ 89,932 $ 107,010 $ 118,891 $ 223,761 $ 127,520 $ 368,941
Broadcast operating expenses...... 55,782 69,520 80,468 87,290 151,065 91,694 251,513
--------- --------- --------- --------- --------- --------- ---------
Station operating income excluding
depreciation and amortization... 14,724 20,412 26,542 31,601 72,696 35,826 117,428
Depreciation and amortization..... 6,399 10,223 9,698 9,483 23,404 10,601 53,097
Reduction in carrying value of
assets to net realizable
value........................... -- 8,600 -- -- -- -- --
Corporate general and
administrative expenses......... 2,926 3,564 3,361 3,501 7,629 4,080 9,240
Special Bonuses................... -- -- -- -- 2,303 -- --
--------- --------- --------- --------- --------- --------- ---------
Operating income (loss)........... (3,201) 6,625 13,483 18,617 39,360 21,145 55,091
Net interest income (expense)..... (13,443) (2,476) 684 (184) (26,528) (8,605) (57,058)
Gain on sale of assets............ 2,539 2,539 10,801
Other non-operating expenses,
net............................. (7,057) (11) (2) (168) (91) (290)
--------- --------- --------- --------- --------- --------- ---------
Income (loss) from continuing
operations before income tax and
extraordinary item.............. $ (23,701) $ 4,138 $ 14,165 $ 18,265 $ 15,371 $ 14,988 $ 8,544
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Income (loss) from continuing
operations after income tax but
before extraordinary items and
the cumulative effect of
accounting changes.............. $ (23,701) $ 1,438 $ 7,852 $ 10,965 $ 8,071 $ 7,703 $ 2,044
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Net income (loss)(2).............. $ (23,701) $ 1,438 $ 7,852 $ 10,965 $ 5,105 $ 4,737 $ (5,412)
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Net income (loss) per common
share(3):
Primary and fully diluted....... $ (61.50) $ 0.10 $ 0.37 $ 0.52 $ 0.19 $ 0.19 $ (0.13)
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Weighted average shares
outstanding(3):
Primary and fully diluted....... 381 14,505 21,409 20,913 26,830 24,880 41,647
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
OTHER FINANCIAL DATA(1):
Broadcast cash flow(4)............ $ 14,724 $ 20,412 $ 26,542 $ 31,601 $ 72,696 $ 35,826 $ 117,428
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
Broadcast cash flow margin(5)..... 20.9% 22.7% 24.8% 26.6% 32.5% 28.1% 31.8%
EBITDA(4)......................... $ 11,798 $ 16,848 $ 23,181 $ 28,100 $ 62,764 $ 31,746 $ 108,188
Capital expenditures.............. 915 1,495 2,221 4,969 11,852 7,506 12,485
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
----------------------------------------------------- --------------------
1992(6) 1993 1994 1995 1996 1996 1997
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA(1):
Working capital (deficit)......... $(140,547) $ 38,659 $ 44,637 $ 24,436 $ 111,070 $ 84,602 $ 83,192
Intangible assets (net of
accumulated amortization)....... 70,038 84,991 89,543 127,158 1,290,172 1,341,430 2,003,526
Total assets...................... 122,000 159,909 173,579 208,839 1,704,942 1,717,221 2,406,532
Total long-term debt (including
current portion)................ 140,542 45,500 670,000 626,250 834,500
Common stock purchase warrants.... 1,383 390 390 388 26,500 26,500 31,500
Shareholders' equity (deficit).... (50,840) 140,413 149,044 139,073 486,936 528,255 912,433
</TABLE>
- ------------------------------
(1) The comparability of the information reflected in this selected financial
data is affected by Jacor's purchase of radio station KBPI-FM (formerly
KAZY-FM), in Denver (July 1993); the purchase and interim operation of radio
station WOFX-FM (formerly WPPT-FM) under a local marketing agreement in
Cincinnati (April 1994); the purchase of radio stations WJBT-FM, WZAZ-AM,
and WSOL-FM (formerly WHJX-FM) in Jacksonville (August 1995); the purchase
of radio stations WDUV-FM and WBRD-AM in Tampa (August 1995); the Noble
acquisition and the Citicaster Merger in 1996; the sale of Telesat Cable TV
(May 1994), the January 11, 1993 recapitalization plan, that substantially
modified Jacor's debt and capital structure (such recapitalization was
accounted for as if it had been completed January 1, 1993) and the March
1993 refinancing. Further information regarding 1997 transactions is
available in the Jacor Reports incorporated herein by reference.
(2) Net income for the year ended December 31, 1996 and the six months ended
June 30, 1996 includes, as extraordinary items, losses of approximately $3.0
million and $1.0 million, respectively for the write-off of unamortized
costs associated with amended credit facilities.
(3) Income (loss) per common share for the two years ended December 31, 1992 is
based on the weighted average number of shares of Jacor Common Stock
outstanding and gives consideration to the dividend requirements of the
convertible preferred stock and accretion of the change in redemption value
of certain common stock warrants. Jacor's stock options and convertible
preferred stock were antidilutive and, therefore, were not included in the
computations. The redeemable common stock warrants were antidilutive for
1992 and were not included in the computations. Such warrants were dilutive
in 1991 using the "equity method" under Emerging Issues Task Force Issue No.
88-9 and, therefore, the common shares issuable upon conversion were
included in the 1991 computation. Income per share for the three years ended
December 31, 1996 is based on the weighted average number of common shares
outstanding and gives effect to both dilutive stock options and dilutive
stock purchase warrants during the periods. Income (loss) per common share
and weighted average shares outstanding for the year ended December 31, 1992
are adjusted to reflect the 0.0423618 reverse stock split in Jacor Common
Stock effected by the January 1993 recapitalization.
(4) "Broadcast cash flow" means operating income before reduction in carrying
value of assets, depreciation and amortization and corporate general and
administrative expenses. "EBITDA" means operating income before reduction in
carrying value of assets, depreciation and amortization. Broadcast cash flow
and EBITDA should not be considered in isolation from, or as a substitute
for, operating income, net income or cash flow and other consolidated income
or cash flow statement data computed in accordance with generally accepted
accounting principles or as a measure of a company's profitability or
liquidity. Although this measure of performance is not calculated in
accordance with generally accepted accounting principles, it is widely used
in the broadcasting industry as a measure of a company's operating
performance because it assists in comparing station performance on a
consistent basis across companies without regard to depreciation and
amortization, which can vary significantly depending on accounting methods
(particularly where acquisitions are involved) or non-operating factors such
as historical cost bases. Broadcast cash flow also excludes the effect of
corporate general and administrative expenses, which generally do not relate
directly to station performance.
(5) Broadcast cash flow margin equals broadcast cash flow as a percentage of net
revenue.
(6) Pro forma amounts as of December 31, 1992 to give effect to the January 11,
1993 recapitalization plan that substantially modified Jacor's debt and
capital structure (in 000s):
<TABLE>
<CAPTION>
<S> <C>
Working capital......................................................................... $ 15,933
Intangible assets (net of accumulated amortization)..................................... 82,857
Total assets............................................................................ 142,085
Long-term debt.......................................................................... 64,178
Common stock purchase warrants.......................................................... 403
Shareholders' equity.................................................................... 50,890
</TABLE>
16
<PAGE>
BUSINESS
GENERAL
Jacor and JCC, a direct wholly-owned subsidiary of Jacor, are holding
companies engaged primarily in the radio broadcasting business. Through their
subsidiaries, Jacor and JCC also distribute nationally syndicated talk
programming for radio broadcasting, provide support services to other
broadcasting companies and own and operate one television station in Cincinnati,
Ohio.
Jacor's principal executive offices are located at 50 East RiverCenter
Boulevard, 12th Floor, Covington, Kentucky 41011 and its telephone number is
(606) 655-2267.
Jacor is continuing to negotiate acquisitions for additional radio stations
in its existing markets and in new markets and for entities that provide
services to radio stations. There can be no assurance that Jacor will
successfully complete any such acquisitions or what the consequences thereof
would be.
Additional information concerning Jacor is included in the Jacor Reports
incorporated by reference in this Prospectus. See "Available Information" and
"Incorporation of Certain Documents by Reference."
THE EXCHANGE OFFER
GENERAL
JCC hereby offers, upon the terms and subject to the conditions set forth in
this Prospectus and in the accompanying Letter of Transmittal (which together
constitute the Exchange Offer), to exchange up to $150.0 million aggregate
principal amount of Exchange Notes for a like aggregate principal amount of Old
Notes properly tendered on or prior to the Expiration Date and not withdrawn as
permitted pursuant to the procedures described below. The Exchange Offer is
being made with respect to all of the Old Notes.
As of the date of this Prospectus, $150.0 million aggregate principal amount
of the Old Notes is outstanding. This Prospectus, together with the Letter of
Transmittal, is first being sent on or about December 1, 1997, to all holders of
Old Notes known to JCC. JCC's obligation to accept Old Notes for exchange
pursuant to the Exchange Offer is subject to certain conditions set forth under
"Certain Conditions to the Exchange Offer" below. JCC currently expects that
each of the conditions will be satisfied and that no waivers will be necessary.
PURPOSE OF THE EXCHANGE OFFER
The Old Notes were issued on June 17, 1997 (the "Issue Date"), in a
transaction exempt from the registration requirements of the Securities Act.
Accordingly, the Old Notes may not be reoffered, resold, or otherwise
transferred unless so registered or unless an applicable exemption from the
registration and prospectus delivery requirements of the Securities Act is
available.
In connection with the issuance and sale of the Old Notes, JCC, Jacor and
the Guarantors entered into the Registration Rights Agreement, which requires
JCC, Jacor and the Guarantors to use their reasonable best efforts to file with
the Commission a registration statement relating to the Exchange Offer (the
"Exchange Offer Registration Statement") not later than 90 days after the date
of issuance of the Old Notes, and to use their reasonable best efforts to cause
the registration statement relating to the Exchange Offer to become effective
under the Securities Act not later than 180 days after the date of issuance of
the Old Notes. If, for any reason, the Exchange Offer is not consummated by the
earlier of (i) 60 days after the effective date of the Exchange Offer
Registration Statement and (ii) 240 days after the Issue Date, JCC, Jacor and
the Guarantors will (a) within 45 days after such filing obligation arises, use
their reasonable best efforts to file a "shelf" registration statement covering
resales of the Notes (the "Shelf Registration Statement") under which the
holders of the Notes will be entitled to offer and sell the Notes from time to
time without restrictions or limitations under the Securities Act, (b) use their
reasonable best efforts to cause such Shelf Registration Statement to be
declared effective under the Securities Act on or prior to
17
<PAGE>
135 days after such obligation arises, and (c) use their reasonable best efforts
to keep effective such Shelf Registration Statement until 24 months following
the Issue Date and such time as all of the Notes have been sold thereunder or
otherwise cease to be Transfer Restricted Securities (as defined in the
Registration Rights Agreement).
The Exchange Offer is being made by JCC to satisfy its obligations with
respect to the Registration Rights Agreement. The term "Holder," with respect to
the Exchange Offer, means any person in whose name Old Notes are registered on
the books of JCC or any other person who has obtained a properly completed bond
power from the registered holder, or any person whose Old Notes are held of
record by The Depository Trust Company. Other than pursuant to the Registration
Rights Agreement, JCC is not required to file any registration statement to
register any outstanding Old Notes. Holders of Old Notes who do not tender their
Old Notes or whose Old Notes are tendered but not accepted would have to rely on
exemptions to registration requirements under the securities laws, including the
Securities Act, if they wish to sell their Old Notes.
JCC is making the Exchange Offer in reliance on the position of the staff of
the Commission as set forth in certain interpretive letters addressed to third
parties in other transactions. However, JCC has not sought its own interpretive
letter and there can be no assurance that the staff would make a similar
determination with respect to the Exchange Offer as it has in such interpretive
letters to third parties. Based on these interpretations by the Staff, JCC
believes that the Exchange Notes issued pursuant to the Exchange Offer in
exchange for Old Notes may be offered for resale, resold and otherwise
transferred by a Holder (other than any Holder who is a broker-dealer or an
"affiliate" of JCC within the meaning of Rule 405 of the Securities Act) without
further compliance with the registration and prospectus delivery requirements of
the Securities Act, provided that such Exchange Notes are acquired in the
ordinary course of such Holder's business and that such Holder is not
participating, and has no arrangement or understanding with any person to
participate, in a distribution (within the meaning of the Securities Act) of
such Exchange Notes. See "--Terms of Exchange" and "--Resale of Exchange Notes."
Each broker-dealer that receives Exchange Notes for its own account in exchange
for Old Notes, where such Old Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such Exchange
Notes. See "Plan of Distribution."
TERMS OF THE EXCHANGE
JCC hereby offers to exchange, subject to the conditions set forth herein
and in the Letter of Transmittal accompanying this Prospectus which is
incorporated herein by reference, $1,000 in principal amount of Exchange Notes
for each $1,000 in principal amount of the Old Notes. The terms of the Exchange
Notes are identical in all material respects to the terms of the Old Notes for
which they may be exchanged pursuant to this Exchange Offer, except that the
Exchange Notes will generally be freely transferable by holders thereof and will
not be subject to any covenant regarding registration. The Exchange Notes will
evidence the same indebtedness as the Old Notes and will be entitled to the
benefits of the Indenture. See "The Exchange Notes."
The Exchange Offer is not conditioned upon any minimum aggregate principal
amount of Old Notes being tendered for exchange.
JCC has not requested, and does not intend to request, an interpretation by
the staff of the Commission with respect to whether the Exchange Notes issued
pursuant to the Exchange Offer in exchange for the Old Notes may be offered for
sale, resold or otherwise transferred by any holder without compliance with the
registration and prospectus delivery provisions of the Securities Act. Instead,
based on an interpretation by the staff of the Commission set forth in a series
of no-action letters issued to third parties, JCC believes that Exchange Notes
issued pursuant to the Exchange Offer in exchange for Old Notes may be offered
for sale, resold and otherwise transferred by any holder of such Exchange Notes
18
<PAGE>
(other than any such holder that is a broker-dealer or is an "affiliate" of JCC
within the meaning of Rule 405 under the Securities Act) without compliance with
the registration and prospectus delivery provisions of the Securities Act,
provided that such Exchange Notes are acquired in the ordinary course of such
holder's business and such holder has no arrangement or understanding with any
person to participate in the distribution of such Exchange Notes and neither
such holder nor any other such person is engaging in or intends to engage in a
distribution of such Exchange Notes. Since the Commission has not considered the
Exchange Offer in the context of a no-action letter, there can be no assurance
that the staff of the Commission would make a similar determination with respect
to the Exchange Offer. Any holder who is an affiliate of JCC or who tenders in
the Exchange Offer for the purpose of participating in a distribution of the
Exchange Notes cannot rely on such interpretation by the staff of the Commission
and must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any resale transaction. Each Holder, other
than a broker-dealer, must acknowledge that it is not engaged in, and does not
intend to engage in, a distribution of Exchange Notes. Each broker-dealer that
receives Exchange Notes for its own account in exchange for Old Notes, where
such Old Notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. See "Plan of
Distribution."
Interest on the Exchange Notes will accrue from the last Interest Payment
Date on which interest was paid on the Old Notes so surrendered or, if no
interest has been paid on such Notes, from June 17, 1997.
Tendering Holders of the Old Notes shall not be required to pay brokerage
commissions or fees or, subject to the instructions in the Letter of
Transmittal, transfer taxes with respect to the exchange of the Old Notes
pursuant to the Exchange Offer.
EXPIRATION DATE; EXTENSION; TERMINATION; AMENDMENT
The Exchange Offer will expire at 5:00 p.m., New York City time, on January
2, 1998, unless JCC, in its sole discretion, has extended the period of time for
which the Exchange Offer is open (such date, as it may be extended, is referred
to herein as the "Expiration Date"). The Expiration Date will be at least 20
business days after the commencement of the Exchange Offer in accordance with
Rule 14e-1(a) under the Exchange Act and at least 30 days (or such longer period
required by applicable law) after the date that the notice of the Exchange Offer
is mailed to Holders, pursuant to the Registration Rights Agreement. JCC
expressly reserves the right, at any time or from time to time, to extend the
period of time during which the Exchange Offer is open, and thereby delay
acceptance for exchange of any Old Notes, by giving oral or written notice to
the Exchange Agent and by timely public announcement no later than 9:00 a.m. New
York City time, on the next business day after the previously scheduled
Expiration Date. During any such extension, all Old Notes previously tendered
will remain subject to the Exchange Offer unless properly withdrawn. JCC does
not currently intend to extend the Expiration Date and any such extension will
not affect the payment of interest on the interest payment dates.
JCC expressly reserves the right to (i) terminate or amend the Exchange
Offer and not to accept for exchange any Old Notes not theretofore accepted for
exchange upon the occurrence of any of the events specified below under "--
Certain Conditions to the Exchange Offer" which have not been waived by JCC and
(ii) amend the terms of the Exchange Offer in any manner which, in its good
faith judgment, is advantageous to the Holders of the Old Notes, whether before
or after any tender of the Notes. If any such termination or amendment occurs,
JCC will notify the Exchange Agent and will either issue a press release or give
oral or written notice to the holders of the Old Notes as promptly as
practicable.
For purposes of the Exchange Offer, a "business day" means any day other
than Saturday, Sunday or a date on which banking institutions are required or
authorized by New York State law to be closed, and consists of the time period
from 12:01 a.m. through 12:00 midnight, New York City time. Unless JCC
19
<PAGE>
terminates the Exchange Offer prior to 5:00 p.m., New York City time, on the
Expiration Date, JCC will (and currently intends to) exchange the Exchange Notes
for the Old Notes on the Exchange Date.
PROCEDURES FOR TENDERING OLD NOTES
The tender to JCC of Old Notes by a Holder thereof as set forth below and
the acceptance thereof by JCC will constitute a binding agreement between the
tendering Holder and JCC upon the terms and subject to the conditions set forth
in this Prospectus and in the accompanying Letter of Transmittal.
A Holder of Old Notes may tender the same by (i) properly completing and
signing the Letter of Transmittal or a facsimile thereof (all references in this
Prospectus to the Letter of Transmittal shall be deemed to include a facsimile
thereof) and delivering the same, together with the certificate or certificates
representing the Old Notes being tendered and any required signature guarantees
and any other documents required by the Letter of Transmittal, to the Exchange
Agent at its address set forth below on or prior to the Expiration Date (or
complying with the procedure for book-entry transfer described below) or (ii)
complying with the guaranteed delivery procedures described below.
The method of delivery of Old Notes, Letters of Transmittal and all other
required documents is at the election and risk of the Holders. If such delivery
is by mail, it is recommended that registered mail properly insured, with return
receipt requested, be used. In all cases, sufficient time should be allowed to
insure timely delivery. No Old Notes or Letters of Transmittal should be sent to
JCC.
If tendered Old Notes are registered in the name of the signer of the Letter
of Transmittal and the Exchange Notes to be issued in exchange therefor are to
be issued (and any untendered Old Notes are to be reissued) in the name of the
registered Holder (which term, for the purposes described herein, shall include
any participant in The Depository Trust Company (also referred to as a
"book-entry transfer facility") whose name appears on a security listing as the
owner of Old Notes), the signature of such signer need not be guaranteed. In any
other case, the tendered Old Notes must be endorsed or accompanied by written
instruments of transfer in form satisfactory to JCC and duly executed by the
registered Holder, and the signature on the endorsement or instrument of
transfer must be guaranteed by a bank, broker, dealer, credit union, savings
association, clearing agency or other institution (each an "Eligible
Institution") that is a member of a recognized signature guarantee medallion
program within the meaning of Rule 17Ad-15 under the Exchange Act. If the
Exchange Notes and/or Old Notes not exchanged are to be delivered to an address
other than that of the registered Holder appearing on the note register for the
Old Notes, the signature in the Letter of Transmittal must be guaranteed by an
Eligible Institution.
The Exchange Agent will make a request within two business days after the
date of receipt of this Prospectus to establish accounts with respect to the Old
Notes at the book-entry transfer facility for the purpose of facilitating the
Exchange Offer, and subject to the establishment thereof, any financial
institution that is a participant in the book-entry transfer facility's system
may make book-entry delivery of Old Notes by causing such book-entry transfer
facility to transfer such Old Notes into the Exchange Agent's account with
respect to the Old Notes in accordance with the book-entry transfer facility's
procedures for such transfer. Although delivery of Old Notes may be effected
through book-entry transfer into the Exchange Agent's account at the book-entry
transfer facility, an appropriate Letter of Transmittal with any required
signature guarantee and all other required documents must in each case be
transmitted to and received or confirmed by the Exchange Agent at its address
set forth below on or prior to the Expiration Date, or, if the guaranteed
delivery procedures described below are complied with, within the time period
provided under such procedures.
If a Holder desires to accept the Exchange Offer and time will not permit a
Letter of Transmittal or Old Notes to reach the Exchange Agent before the
Expiration Date or the procedure for book-entry transfer cannot be completed on
a timely basis, a tender may be effected if the Exchange Agent has received at
its address set forth below on or prior to the Expiration Date, a letter or
facsimile transmission (receipt confirmed by telephone and an original delivered
by guaranteed overnight courier) from an
20
<PAGE>
Eligible Institution setting forth the name and address of the tendering Holder,
the names in which the Old Notes are registered and, if possible, the
certificate numbers of the Old Notes to be tendered, and stating that the tender
is being made thereby and guaranteeing that within three business days after the
Expiration Date, the Old Notes in proper form for transfer (or a confirmation of
book-entry transfer of such Old Notes into the Exchange Agent's account at the
book-entry transfer facility), will be delivered by such Eligible Institution
together with a properly completed and duly executed Letter of Transmittal (and
any other required documents). Unless Old Notes being tendered by the
above-described method are deposited with the Exchange Agent within the time
period set forth above (accompanied or preceded by a properly completed Letter
of Transmittal and any other required documents), JCC may, at its option, reject
the tender. Copies of the notice of guaranteed delivery ("Notice of Guaranteed
Delivery") which may be used by Eligible Institutions for the purposes described
in this paragraph are available from the Exchange Agent.
A tender will be deemed to have been received as of the date when (i) the
tendering Holder's properly completed and duly signed Letter of Transmittal
accompanied by the Old Notes (or a confirmation of book-entry transfer of such
Old Notes into the Exchange Agent's account at the book-entry transfer facility)
is received by the Exchange Agent, or (ii) a Notice of Guaranteed Delivery or
letter or facsimile transmission to similar effect (as provided above) from an
Eligible Institution is received by the Exchange Agent. Issuances of Exchange
Notes in exchange for Old Notes tendered pursuant to a Notice of Guaranteed
Delivery or letter or facsimile transmission to similar effect (as provided
above) by an Eligible Institution will be made only against deposit of the
Letter of Transmittal (and any other required documents) and the tendered Old
Notes.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of Old Notes tendered for exchange will be determined by
JCC in its sole discretion, which determination shall be final and binding. JCC
reserves the absolute right to reject any and all tenders of any particular Old
Notes not properly tendered or not to accept any particular Old Notes which
acceptance might, in the judgment of JCC or its counsel, be unlawful. JCC also
reserves the absolute right to waive any defects or irregularities or conditions
of the Exchange Offer as to any particular Old Notes either before or after the
Expiration Date (including the right to waive the ineligibility of any Holder
who seeks to tender Old Notes in the Exchange Offer). The interpretation of the
terms and conditions of the Exchange Offer (including the Letter of Transmittal
and the instructions thereto) by JCC shall be final and binding on all parties.
Unless waived, any defects or irregularities in connection with tenders of Old
Notes for exchange must be cured within such reasonable period of time as JCC
shall determine. Neither JCC, the Exchange Agent nor any other person shall be
under any duty to give notification of any defect or irregularity with respect
to any tender of Old Notes for exchange, nor shall any of them incur any
liability for failure to give such notification.
If the Letter of Transmittal is signed by a person or persons other than the
registered Holder or Holders of Old Notes, such Old Notes must be endorsed or
accompanied by appropriate powers of attorney, in either case signed exactly as
the name or names of the registered Holder or Holders appear on the Old Notes.
If the Letter of Transmittal or any Old Notes or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and, unless waived by
JCC, proper evidence satisfactory to JCC of their authority to so act must be
submitted.
By tendering, each Holder will represent to JCC that, among other things,
the Exchange Notes acquired pursuant to the Exchange Offer are being acquired in
the ordinary course of business of the person receiving such Exchange Notes,
whether or not such person is the Holder, that neither the Holder nor any such
other person has an arrangement or understanding with any person to participate
in the distribution of such Exchange Notes and that neither the Holder nor any
such other person is an
21
<PAGE>
"affiliate," as defined under Rule 405 of the Securities Act, of JCC, or if it
is an affiliate it will comply with the registration and prospectus requirements
of the Securities Act to the extent applicable.
Each broker-dealer that receives Exchange Notes for its own account in
exchange for Old Notes where such Old Notes were acquired by such broker-dealer
as a result of market-making activities or other trading activities must
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Notes. See "Plan of Distribution."
TERMS AND CONDITIONS OF THE LETTER OF TRANSMITTAL
The Letter of Transmittal contains, among other things, the following terms
and conditions, which are part of the Exchange Offer.
The party tendering Notes for exchange (the "Transferor") exchanges, assigns
and transfers the Old Notes to JCC and irrevocably constitutes and appoints the
Exchange Agent as the Transferor's agent and attorney-in-fact to cause the Old
Notes to be assigned, transferred and exchanged. The Transferor represents and
warrants that it has full power and authority to tender, exchange, assign and
transfer the Old Notes and to acquire Exchange Notes issuable upon the exchange
of such tendered Notes, and that, when the same are accepted for exchange, JCC
will acquire good and unencumbered title to the tendered Old Notes, free and
clear of all liens, restrictions, charges and encumbrances and not subject to
any adverse claim. The Transferor also warrants that it will, upon request,
execute and deliver any additional documents deemed by the Exchange Agent or JCC
to be necessary or desirable to complete the exchange, assignment and transfer
of tendered Old Notes or transfer ownership of such Old Notes on the account
books maintained by a book-entry transfer facility. The Transferor further
agrees that acceptance of any tendered Old Notes by JCC and the issuance of
Exchange Notes in exchange therefor shall constitute performance in full by JCC
of its obligations under the Registration Rights Agreement. All authority
conferred by the Transferor will survive the death or incapacity of the
Transferor and every obligation of the Transferor shall be binding upon the
heirs, legal representatives, successors, assigns, executors and administrators
of such Transferor.
The Transferor certifies that it is not an "affiliate" of JCC within the
meaning of Rule 405 under the Securities Act and that it is acquiring the
Exchange Notes offered hereby in the ordinary course of such Transferor's
business and that such Transferor has no arrangement with any person to
participate in the distribution of such Exchange Notes. Each Holder, other than
a broker-dealer, must acknowledge that it is not engaged in, and does not intend
to engage in, a distribution of Exchange Notes. Each Transferor which is a
broker-dealer receiving Exchange Notes for its own account must acknowledge that
it will deliver a prospectus in connection with any resale of such Exchange
Notes. By so acknowledging and by delivering a prospectus, a broker-dealer will
not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. This Prospectus, as it may be amended or supplemented from time
to time, may be used by a broker-dealer in connection with resales of Exchange
Notes received in exchange for Old Notes where such Old Notes were acquired by
such broker-dealer as a result of market-making activities or other trading
activities. JCC will, for a period ending on the earlier of (i) 180 days after
consummation of the Exchange Offer (subject to extension in certain events) and
(ii) the date on which all participating broker-dealers have sold their Exchange
Notes, make copies of this Prospectus available to any broker-dealer for use in
connection with any such resale.
WITHDRAWAL RIGHTS
Tenders of Old Notes may be withdrawn at any time prior to the Expiration
Date.
For a withdrawal to be effective, a written notice of withdrawal sent by
facsimile transmission (receipt confirmed by telephone) or letter must be
received by the Exchange Agent at the address set forth herein prior to the
Expiration Date. Any such notice of withdrawal must (i) specify the name of the
person having tendered the Old Notes to be withdrawn (the "Depositor"), (ii)
identify the Old Notes to be withdrawn
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(including the certificate number or numbers and principal amount of such Old
Notes), (iii) specify the principal amount of Old Notes to be withdrawn, (iv)
include a statement that such Holder is withdrawing his election to have such
Old Notes exchanged, (v) be signed by the Holder in the same manner as the
original signature on the Letter of Transmittal by which such Old Notes were
tendered or as otherwise described above (including any required signature
guarantees) or be accompanied by documents of transfer sufficient to have the
Trustee under the Indenture register the transfer of such Old Notes into the
name of the person withdrawing the tender and (vi) specify the name in which any
such Old Notes are to be registered, if different from that of the Depositor.
The Exchange Agent will return the properly withdrawn Old Notes promptly
following receipt of notice of withdrawal. If Old Notes have been tendered
pursuant to the procedure for book-entry transfer, any notice of withdrawal must
specify the name and number of the account at the book-entry transfer facility
to be credited with the withdrawn Old Notes or otherwise comply with the
book-entry transfer facility procedure. All questions as to the validity of
notices of withdrawals, including time of receipt, will be determined by JCC and
such determination will be final and binding on all parties.
Any Old Notes so withdrawn will be deemed not to have been validly tendered
for exchange for purposes of the Exchange Offer. Any Old Notes which have been
tendered for exchange but which are not exchanged for any reason will be
returned to the holder thereof without cost to such holder (or, in the case of
Old Notes tendered by book-entry transfer into the Exchange Agent's account at
the book-entry transfer facility pursuant to the book-entry transfer procedures
described above, such Old Notes will be credited to an account with such
book-entry transfer facility specified by the holder) as soon as practicable
after withdrawal, rejection of tender or termination of the Exchange Offer.
Properly withdrawn Old Notes may be retendered by following one of the
procedures described under "-- Procedures for Tendering Old Notes" above at any
time on or prior to the Expiration Date.
ACCEPTANCE OF OLD NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES
Upon satisfaction or waiver of all of the conditions to the Exchange Offer,
JCC will accept, promptly on the Exchange Date, all Old Notes properly tendered
and will issue the Exchange Notes promptly after such acceptance. See "--
Certain Conditions to the Exchange Offer" below. For purposes of the Exchange
Offer, JCC shall be deemed to have accepted properly tendered Old Notes for
exchange when, as and if JCC has given oral or written notice thereof to the
Exchange Agent.
For each Old Note accepted for exchange, the holder of such Old Note will
receive an Exchange Note having a principal amount equal to that of the
surrendered Old Note.
In all cases, issuance of Exchange Notes for Old Notes that are accepted for
exchange pursuant to the Exchange Offer will be made only after timely receipt
by the Exchange Agent of certificates for such Old Notes or a timely book-entry
confirmation of such Old Notes into the Exchange Agent's account at the
book-entry transfer facility, a properly completed and duly executed Letter of
Transmittal and all other required documents. If any tendered Old Notes are not
accepted for any reason set forth in the terms and conditions of the Exchange
Offer or if Old Notes are submitted for a greater principal amount than the
Holder desires to exchange, such unaccepted or non-exchanged Old Notes will be
returned without expense to the tendering Holder thereof (or, in the case of Old
Notes tendered by book-entry transfer into the Exchange Agent's account at the
book-entry transfer facility pursuant to the book-entry transfer procedures
described above, such non-exchanged Old Notes will be credited to an account
maintained with such book-entry transfer facility) as promptly as practicable
after the expiration of the Exchange Offer.
CERTAIN CONDITIONS TO THE EXCHANGE OFFER
Notwithstanding any other provision of the Exchange Offer, or any extension
of the Exchange Offer, JCC shall not be required to accept for exchange, or to
issue Exchange Notes in exchange for, any Old Notes and may terminate or amend
the Exchange Offer (by oral or written notice to the Exchange Agent
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or by a timely press release) if at any time before the acceptance of such Old
Notes for exchange or the exchange of the Exchange Notes for such Old Notes, any
of the following conditions exist:
(a) any law, rule or regulation or applicable interpretations of the staff
of the Commission is issued or promulgated which, in the good faith
determination of JCC, do not permit JCC to effect the Exchange Offer; or
(b) there shall have been proposed, adopted or enacted any law, statute,
rule or regulation (or an amendment to any existing law statute, rule or
regulation) which, in the sole judgment of JCC, might materially impair the
ability of JCC to proceed with the Exchange Offer or have a material adverse
effect on the contemplated benefits of the Exchange Offer to JCC; or
(c) any governmental approval has not been obtained, which approval JCC in
its sole discretion, deems necessary for the consummation of the Exchange Offer;
or
(d) any action or proceeding is instituted or threatened in any court or by
or before any governmental agency or regulatory authority or any injunction,
order or decree is issued with respect to the Exchange Offer which, in the sole
judgment of JCC, might materially impair the ability of JCC to proceed with the
Exchange Offer or have a material adverse effect on the contemplated benefits of
the Exchange Offer to JCC; or
(e) there shall occur a change in the current interpretation by the staff of
the Commission which permits the Exchange Notes issued pursuant to the Exchange
Offer in exchange for Old Notes to be offered for resale, resold and otherwise
transferred by holders thereof (other than any such holder that is an
"affiliate" of JCC within the meaning of Rule 405 under the Securities Act)
without compliance with the registration and prospectus delivery provisions of
the Securities Act provided that such Exchange Notes are acquired in the
ordinary course of such holders' business and such holders have no arrangement
with any person to participate in the distribution of such Exchange Notes.
JCC expressly reserves the right to terminate the Exchange Offer and not
accept for exchange any Old Notes upon the occurrence of any of the foregoing
conditions (which represent all of the material conditions to the acceptance by
JCC of properly tendered Old Notes). In addition, JCC may amend the Exchange
Offer at any time prior to the Expiration Date if any of the conditions set
forth above occur. Moreover, regardless of whether any of such conditions has
occurred, JCC may amend the Exchange Offer in any manner which, in its good
faith judgment, is advantageous to holders of the Old Notes.
The foregoing conditions are for the sole benefit of JCC and may be asserted
by JCC regardless of the circumstances giving rise to any such condition or may
be waived by JCC in whole or in part at any time and from time to time in its
sole discretion. The failure by JCC at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any such right and each such right shall
be deemed an ongoing right which may be asserted at any time and from time to
time. If JCC waives or amends the foregoing conditions, it will, if required by
law, extend the Exchange Offer for a minimum of five business days from the date
that JCC first gives notice, by public announcement or otherwise, of such waiver
or amendment, if the Exchange Offer would otherwise expire within such five
business-day period. Any determination by JCC concerning the events described
above will be final and binding upon all parties.
In addition, JCC will not accept for exchange any Old Notes tendered, and no
Exchange Notes will be issued in exchange for any such Old Notes, if at such
time any stop order shall be threatened or in effect with respect to the
Registration Statement of which this Prospectus constitutes a part or the
qualification of the Indenture under the Trust Indenture Act of 1939, as
amended. In any such event JCC is required to use every reasonable effort to
obtain the withdrawal of any stop order at the earliest possible time.
The Exchange Offer is not conditioned upon any minimum principal amount of
Old Notes being tendered for exchange.
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EXCHANGE AGENT
The Bank of New York has been appointed as the Exchange Agent for the
Exchange Offer. All executed Letters of Transmittal should be directed to the
Exchange Agent at one of the addresses set forth below:
<TABLE>
<S> <C>
BY HAND DELIVERY/OVERNIGHT COURIER: BY MAIL:
The Bank of New York The Bank of New York
101 Barclay Street 101 Barclay Street, 7E
Corporate Trust Services Window New York, New York 10286
Ground Level Attn: Reorganization Section
New York, New York 10286 Shilpa Trivedi
Attn: Reorganization Section BY FACSIMILE:
Shilpa Trivedi (212) - 815-6339
Telephone: (212) - 815-5789
</TABLE>
Questions and requests for assistance, requests for additional copies of
this Prospectus or of the Letter of Transmittal and requests for Notices of
Guaranteed Delivery should be directed to the Exchange Agent at the address and
telephone number set forth in the Letter of Transmittal.
DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ON THE LETTER OF TRANSMITTAL,
OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE OR TELEX NUMBER OTHER THAN THE
ONES SET FORTH ON THE LETTER OF TRANSMITTAL, WILL NOT CONSTITUTE A VALID
DELIVERY.
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SOLICITATION OF TENDERS; FEES AND EXPENSES
JCC has not retained any dealer-manager in connection with the Exchange
Offer and will not make any payments to brokers, dealers or others soliciting
acceptances of the Exchange Offer. JCC, however, will pay the Exchange Agent
reasonable and customary fees for its services and will reimburse it for its
reasonable out-of-pocket expenses in connection therewith. JCC will also pay
brokerage houses and other custodians, nominees and fiduciaries the reasonable
out-of-pocket expenses incurred by them in forwarding copies of this and other
related documents to the beneficial owners of the Old Notes and in handling or
forwarding tenders for their customers. The cash expenses to be incurred in
connection with the Exchange Offer will be paid by JCC.
No person has been authorized to give any information or to make any
representations in connection with the Exchange Offer other than those contained
in this Prospectus. If given or made, such information or representations should
not be relied upon as having been authorized by JCC. Neither the delivery of
this Prospectus nor any exchange made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of JCC since
the respective dates as of which information is given herein. The Exchange Offer
is not being made to (nor will tenders be accepted from or on behalf of) Holders
of Old Notes in any jurisdiction in which the making of the Exchange Offer or
the acceptance thereof would not be in compliance with the laws of such
jurisdiction. However, JCC may, at its discretion, take such action as it may
deem necessary to make the Exchange Offer in any such jurisdiction and extend
the Exchange Offer to holders of Old Notes in such jurisdiction. In any
jurisdiction in which the securities laws or blue sky laws of which require the
Exchange Offer to be made by a licensed broker or dealer, the Exchange Offer is
being made on behalf of JCC by one or more registered brokers or dealers which
are licensed under the laws of such jurisdiction.
TRANSFER TAXES
JCC will pay all transfer taxes, if any, applicable to the exchange of Old
Notes pursuant to the Exchange Offer. If, however, certificates representing
Exchange Notes or Old Notes for principal amounts not tendered or accepted for
exchange are to be delivered to, or are to be issued in the name of, any person
other than the registered holder of the Old Notes tendered, or if tendered Old
Notes are registered in the name of any person other than the person signing the
Letter of Transmittal, or if a transfer tax is imposed for any reason other than
the exchange of Old Notes pursuant to the Exchange Offer, then the amount of any
such transfer taxes (whether imposed on the registered holder or any other
persons) will be payable by the tendering holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted with the Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
tendering holder.
ACCOUNTING TREATMENT
The Exchange Notes will be recorded at the carrying value of the Old Notes
as reflected in JCC's accounting records on the date of the exchange.
Accordingly, no gain or loss for accounting purposes will be recognized by JCC
upon the exchange of Exchange Notes for Old Notes. Expenses incurred in
connection with the issuance of the Exchange Notes will be amortized over the
term of the Exchange Notes.
CONSEQUENCES OF FAILURE TO EXCHANGE
Holders of Old Notes who do not exchange their Old Notes for Exchange Notes
pursuant to the Exchange Offer will continue to be subject to the restrictions
on transfer of such Old Notes as set forth in the legend thereon. Old Notes not
exchanged pursuant to the Exchange Offer will continue to remain outstanding in
accordance with their terms. In general, the Old Notes may not be offered or
sold unless registered under the Securities Act, except pursuant to an exemption
from, or in a transaction not subject
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to, the Securities Act and applicable state securities laws. JCC does not
currently anticipate that it will register the Old Notes under the Securities
Act.
Participation in the Exchange Offer is voluntary, and Holders of Old Notes
should carefully consider whether to participate. Holders of Old Notes are urged
to consult their financial and tax advisors in making their own decision on what
action to take.
As a result of the making of, and upon acceptance for exchange of all
validly tendered Old Notes pursuant to the terms of, this Exchange Offer, JCC
will have fulfilled a covenant contained in the Registration Rights Agreement.
Holders of Old Notes who do not tender their Old Notes in the Exchange Offer
will continue to hold such Old Notes and will be entitled to all the rights and
limitations applicable thereto under the Indenture, except for any such rights
under the Registration Rights Agreement that by their terms terminate or cease
to have further effectiveness as a result of the making of this Exchange Offer.
All untendered Old Notes will continue to be subject to the restrictions on
transfer set forth in the Indenture. To the extent that Old Notes are tendered
and accepted in the Exchange Offer, the trading market, if any, for untendered
Old Notes could be adversely affected.
JCC may in the future seek to acquire, subject to the terms of the
Indenture, untendered Old Notes in open market or privately negotiated
transactions, through subsequent exchange offers or otherwise. JCC has no
present plan to acquire any Old Notes which are not tendered in the Exchange
Offer.
RESALE OF EXCHANGE NOTES
JCC is making the Exchange Offer in reliance on the position of the staff of
the Commission as set forth in certain interpretive letters addressed to third
parties in other transactions. However, JCC has not sought its own interpretive
letter and there can be no assurance that the staff would make a similar
determination with respect to the Exchange Offer as it has in such interpretive
letters to third parties. Based on these interpretations by the staff, JCC
believes that the Exchange Notes issued pursuant to the Exchange Offer in
exchange for Old Notes may be offered for resale, resold and otherwise
transferred by a Holder (other than any Holder who is a broker-dealer or an
"affiliate" of JCC within the meaning of Rule 405 of the Securities Act) without
further compliance with the registration and prospectus delivery requirements of
the Securities Act, provided that such Exchange Notes are acquired in the
ordinary course of such Holder's business and that such Holder is not
participating, and has no arrangement or understanding with any person to
participate, in a distribution (within the meaning of the Securities Act) of
such Exchange Notes. However, any Holder who is an "affiliate" of JCC or who has
an arrangement or understanding with respect to the distribution of the Exchange
Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who
purchased Old Notes from JCC to resell pursuant to Rule 144A or any other
available exemption under the Securities Act (i) could not rely on the
applicable interpretations of the staff and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act. A
broker-dealer who holds Old Notes that were acquired for its own account as a
result of market-making or other trading activities may be deemed to be an
"underwriter" within the meaning of the Securities Act and must, therefore,
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of Exchange Notes. Each such broker-dealer that
receives Exchange Notes for its own account in exchange for Old Notes, where
such Old Notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities, must acknowledge in the Letter of
Transmittal that it will deliver a prospectus in connection with any resale of
such Exchange Notes. See "Plan of Distribution."
In addition, to comply with the securities laws of certain jurisdictions, if
applicable, the Exchange Notes may not be offered or sold unless they have been
registered or qualified for sale in such jurisdiction or an exemption from
registration or qualification is available and is complied with. JCC has agreed,
pursuant to the Registration Rights Agreement and subject to certain specified
limitations therein, to register or qualify the Exchange Notes for offer or sale
under the securities or blue sky laws of such
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<PAGE>
jurisdictions as any holder of the Exchange Notes reasonably requests. Such
registration or qualification may require the imposition of restrictions or
conditions (including suitability requirements for offerees or purchasers) in
connection with the offer or sale of any Exchange Notes.
THE EXCHANGE NOTES
The Old Notes were issued and the Exchange Notes offered hereby will be
issued under an indenture dated as of June 17, 1997 (the "Indenture") between
JCC, as issuer, Jacor, as parent Guarantor, the Guarantors, and The Bank of New
York, as trustee (the "Trustee"). The terms of the Exchange Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The
Exchange Notes are subject to all such terms, and holders of the Exchange Notes
are referred to the Indenture and the Trust Indenture Act for a statement
thereof. Each of the Indenture and the Registration Rights Agreement is an
exhibit to the Registration Statement of which this Prospectus is a part.
On June 17, 1997, JCC issued $150.0 million aggregate principal amount of
Old Notes under the Indenture. The terms of the Exchange Notes are identical in
all material respects to the Old Notes, except for certain transfer restrictions
and registration and other rights relating to the exchange of the Old Notes for
Exchange Notes. The Trustee will authenticate and deliver Exchange Notes for
original issue only in exchange for a like principal amount of Old Notes. Any
Old Notes that remain outstanding after the consummation of the Exchange Offer,
together with the Exchange Notes, will be treated as a single class of
securities under the Indenture. Accordingly, all references herein to specified
percentages in aggregate principal amount of the outstanding Exchange Notes
shall be deemed to mean, at any time after the Exchange Offer is consummated,
such percentage in aggregate principal amount of the Old Notes and Exchange
Notes then outstanding.
The following summaries of certain provisions of the Exchange Notes, the
Indenture and the Registration Rights Agreement are summaries only, do not
purport to be complete and are qualified in their entirety by reference to all
of the provisions of the Exchange Notes, the Indenture and the Registration
Rights Agreement. Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to them in the Indenture or the Registration Rights
Agreement, as applicable. Wherever particular provisions of the Exchange Notes,
the Indenture or the Registration Rights Agreement are referred to in this
summary, such provisions are incorporated by reference as a part of the
statements made and such statements are qualified in their entirety by such
reference.
GENERAL
The Exchange Notes will be senior subordinated, unsecured, general
obligations of JCC, limited in aggregate principal amount to $150.0 million. The
Exchange Notes will be subordinate in right of payment to certain other debt
obligations of JCC. The Exchange Notes will be jointly and severally irrevocably
and unconditionally guaranteed on a senior subordinated basis by the Guarantors.
The obligations of each Guarantor under its guarantee, however, will be limited
in a manner intended to avoid such guarantee being deemed a fraudulent
conveyance under applicable law. See "Fraudulent Transfer Considerations" below.
The Exchange Notes will be issued only in fully registered form, without
coupons, in denominations of $1,000 and integral multiples thereof.
The Exchange Notes will mature on June 15, 2007. The Exchange Notes will
bear interest at the rate per annum stated on the cover page hereof from the
date of issuance or from the most recent Interest Payment Date to which interest
has been paid or provided for, payable semi-annually on June 15 and December 15
of each year, commencing December 15, 1997, to the persons in whose names such
Exchange Notes are registered at the close of business on the June 1 or December
1 immediately preceding such Interest Payment Date. Interest will be calculated
on the basis of a 360-day year consisting of twelve 30-day months.
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Principal of, premium, if any, and interest on the Exchange Notes will be
payable, and the Exchange Notes may be presented for registration of transfer or
exchange, at the office or agency of JCC maintained for such purpose, which
office or agency shall be maintained in the Borough of Manhattan, The City of
New York. At the option of JCC, payment of interest may be made by check mailed
to the Holders of the Exchange Notes at the addresses set forth upon the
registry books of the Registrar. No service charge will be made for any
registration of transfer or exchange of Exchange Notes, but JCC may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. Until otherwise designated by JCC, JCC's office
or agency will be the corporate trust office of the Trustee presently located at
the office of the Trustee in the Borough of Manhattan, The City of New York.
SUBORDINATION
The Exchange Notes and the Guarantees will be general, unsecured obligations
of JCC and the Guarantors, respectively, subordinated in right of payment to all
Senior Debt of JCC and the Guarantors, as applicable, including the Credit
Facility. As of November 5, 1997, JCC had outstanding an aggregate principal
amount of $517.5 million of Senior Debt and $420.0 million of senior
subordinated indebtedness ($100.0 million of 10 1/8% Notes, $170.0 million of
9 3/4% Notes and $150.0 million of Old Notes).
The Indenture provides that no payment (including any payment which may be
payable to any Holder by reason of the subordination of any other indebtedness
or other obligations to, or guarantee of, the Exchange Notes) or distribution
(by set-off or otherwise) may be made by or on behalf of JCC or a Guarantor, as
applicable, on account of the principal of, premium, if any, or interest on the
Exchange Notes (including any repurchases of Exchange Notes) or any other
amounts with respect thereto, or on account of the redemption provisions of the
Exchange Notes, for cash or property (other than Junior Securities, as defined
herein), (i) upon the maturity of any Senior Debt of JCC or such Guarantor by
lapse of time, acceleration (unless waived) or otherwise, unless and until all
principal of, premium, if any, and the interest on, and all other amounts with
respect to, such Senior Debt are first paid in full in cash or otherwise to the
extent each of the holders of Senior Debt accept satisfaction of amounts due to
such holder by settlement in other than cash, or (ii) in the event of default in
the payment of any principal of, premium, if any, or interest on, or any other
amounts with respect to, Senior Debt of JCC or such Guarantor when it becomes
due and payable, whether at maturity or at a date fixed for prepayment or by
declaration or otherwise (each of the foregoing, a "Payment Default"), unless
and until such Payment Default has been cured or waived or otherwise has ceased
to exist.
Upon (i) the happening of a default (other than a Payment Default) that
permits the holders of Senior Debt (or a percentage thereof) to declare such
Senior Debt to be due and payable and (ii) written notice of such default given
to JCC and the Trustee by the Representative under the Credit Facility or the
holders of an aggregate of at least $25.0 million principal amount outstanding
of any other Senior Debt or their representative at such holders' direction (a
"Payment Notice"), then, unless and until such default has been cured or waived
or otherwise has ceased to exist, no payment (including any payment which may be
payable to any Holder by reason of the subordination of any other indebtedness
or other obligations to, or guarantee of, the Exchange Notes) or distribution
(by set-off or otherwise) may be made by or on behalf of JCC or any Guarantor
which is an obligor under such Senior Debt on account of the principal of,
premium, if any, or interest on the Exchange Notes (including any repurchases of
any of the Exchange Notes), or any other amount with respect thereto, or on
account of the redemption provisions of the Exchange Notes, in any such case,
other than payments made with Junior Securities. Notwithstanding the foregoing,
unless the Senior Debt in respect of which such default exists has been declared
due and payable in its entirety within 179 days after the Payment Notice is
delivered as set forth above (the "Payment Blockage Period") (and such
declaration has not been rescinded or waived), at the end of the Payment
Blockage Period (and assuming that no Payment Default exists), JCC and the
Guarantors shall not be prohibited by the subordination provisions from paying
all sums then due and not paid to the Holders of the Exchange Notes during the
Payment Blockage Period due to the foregoing prohibitions and
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to resume all other payments as and when due on the Exchange Notes. Any number
of Payment Notices may be given; PROVIDED, HOWEVER, that (i) not more than one
Payment Notice shall be given within a period of any 360 consecutive days, and
(ii) no default that existed upon the date of delivery of such Payment Notice
(whether or not such default is on the same issue of Senior Debt) shall be made
the basis for the commencement of any other Payment Blockage Period.
Upon any distribution of assets of JCC or any Guarantor upon any
dissolution, winding up, total or partial liquidation or reorganization of JCC
or a Guarantor, whether voluntary or involuntary, in bankruptcy, insolvency,
receivership or a similar proceeding or upon assignment for the benefit of
creditors or any marshalling of assets or liabilities, (i) the holders of all
Senior Debt of JCC or such Guarantor, as applicable, will first be entitled to
receive payment in full of all amounts of Senior Debt in cash or otherwise to
the extent each of such holders accepts satisfaction of amounts due by
settlement in other than cash before the Holders are entitled to receive any
payment (including any payment which may be payable to any Holder by reason of
the subordination of any other indebtedness or other obligations to, or
guarantee of, the Exchange Notes) or distribution on account of principal of,
premium, if any, and interest on, or any other amounts with respect to, the
Exchange Notes (other than Junior Securities) and (ii) any payment or
distribution of assets of JCC or such Guarantor of any kind or character from
any source, whether in cash, property or securities (other than Junior
Securities) to which the Holders or the Trustee on behalf of the Holders would
be entitled (by set-off or otherwise) except for the subordination provisions
contained in the Indenture, will be paid by the liquidating trustee or agent or
other person making such a payment or distribution directly to the holders of
such Senior Debt or their representative to the extent necessary to make payment
in full on all such Senior Debt remaining unpaid, after giving effect to any
concurrent payment or distribution to the holders of such Senior Debt.
In the event that, notwithstanding the foregoing, any payment or
distribution of assets of JCC or any Guarantor (other than Junior Securities)
shall be received by the Trustee or the Holders at a time when such payment or
distribution is prohibited by the foregoing provisions, such payment or
distribution shall be held in trust for the benefit of the holders of such
Senior Debt, and shall be paid or delivered by the Trustee or such Holders, as
the case may be, to the holders of such Senior Debt remaining unpaid or to their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of such Senior Debt
may have been issued, ratably according to the aggregate principal amounts
remaining unpaid on account of such Senior Debt held or represented by each, for
application to the payment of all such Senior Debt remaining unpaid, to the
extent necessary to pay all such Senior Debt in full in cash or otherwise to the
extent each of the holders of such Senior Debt accept satisfaction of amounts
due by settlement in other than cash after giving effect to any concurrent
payment or distribution to the holders of such Senior Debt. The Indenture
contains other customary subordination provisions, including rights of
subrogation and rights to file claims in bankruptcy.
As among JCC, the Guarantors and the Holders, no provision contained in the
Indenture or the Exchange Notes will affect the obligations of JCC and the
Guarantors, which are absolute and unconditional, to pay, when due, principal
of, premium, if any, and interest on the Exchange Notes. The subordination
provisions of the Indenture and the Exchange Notes will not prevent the
occurrence of any Default or Event of Default under the Indenture or limit the
rights of the Trustee or any Holder to pursue any other rights or remedies with
respect to the Exchange Notes.
As a result of these subordination provisions, in the event of the
liquidation, bankruptcy, reorganization, insolvency, receivership or similar
proceeding or an assignment for the benefit of the creditors of JCC or any of
the Guarantors or a marshalling of assets or liabilities of JCC or any of the
Guarantors, holders of the Exchange Notes may receive ratably less than other
creditors.
JCC conducts operations through its subsidiaries. Accordingly, JCC's ability
to meet its cash obligations will be dependent upon the ability of its
subsidiaries to make cash distributions to JCC. Furthermore, any right of JCC to
receive the assets of any such subsidiary upon such subsidiary's liquidation or
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reorganization effectively will be subordinated by operation of law to the
claims of such subsidiary's creditors (including trade creditors) and holders of
such subsidiary's preferred stock, except to the extent that JCC is itself
recognized as a creditor or preferred stockholder of such subsidiary, in which
case the claims of JCC would still be subordinate to any indebtedness or
preferred stock of such subsidiary senior in right of payment to that held by
JCC.
FRAUDULENT TRANSFER CONSIDERATIONS
Generally, under various state and federal fraudulent transfer or fraudulent
conveyance laws (collectively, the "Fraudulent Transfer Laws"), a Guarantor's
obligations under the Guarantee of the Exchange Notes could be avoided if a
court in a lawsuit by an unpaid creditor of a Guarantor or a representative of
such creditors (such as a trustee in bankruptcy or JCC as debtor-in-possession)
were to find that (i) the Guarantor did not receive reasonably equivalent value
or fair consideration in exchange for the obligation created by the Exchange
Notes and (ii) at the time of the issuance of the Exchange Notes, the Guarantor
(A) was insolvent or became insolvent as a result of the incurrence of the
obligations represented by the Exchange Notes, (B) was engaged, or was about to
be engaged, in a business or transaction for which the property remaining with
it was an unreasonably small capital or for which its unencumbered assets
constituted unreasonably small capital, or (C) intended to incur, or believed
that it would incur, debts beyond its ability to pay as such debts matured.
A court could conclude that a Guarantor did not receive reasonably
equivalent value or fair consideration to the extent that such Guarantor's
liability on its guarantee exceeds the economic benefits that it received in the
offering of the Old Notes. Were a court to so find, the court could avoid the
Guarantor's obligation under its guarantee and direct the return of amounts paid
thereunder if one or more of the conditions set forth in subparagraphs (ii)(A),
(B), or (C) above were also met as to such Guarantor. Management believes,
however, that the Guarantees have been structured so as to minimize the
likelihood that a court would find that the Guarantor did not receive reasonably
equivalent value or fair consideration for its Guarantee (the "Savings Clause").
No assurance, however, can be given that a court would uphold such a fraudulent
transfer Savings Clause. Moreover, there can be no assurance that a court would
not limit a Guarantee to an amount equal to the Exchange Notes proceeds actually
received by any given Guarantor.
The determination of insolvency for purposes of the Fraudulent Transfer Laws
may vary depending upon the law of the jurisdiction being applied. Generally,
however, an entity is insolvent if (i) the sum of its debts (including
unliquidated or contingent debts) is greater than all of its property, at a fair
valuation or (ii) the present fair saleable value of its assets is less than the
amount that will be required to pay its probable liability on its existing debts
as they become absolute and matured. Additionally, under certain state
Fraudulent Transfer Laws, an entity is presumed to be insolvent if it is
generally not paying its debts as they become due.
Furthermore, a court could avoid JCC's obligations under the Exchange Notes
and the Guarantors' obligations under their respective Guarantees without regard
to the solvency, capitalization and other conditions described in clauses
(ii)(A), (B), and (C) above if it finds that the obligations created by the
Exchange Notes or the Guarantees were incurred with actual intent to hinder,
delay, or defraud now existing or future creditors. If the obligations under the
Exchange Notes were to be avoided, there can be no assurance that the recoveries
under the Guarantees would be sufficient to pay the outstanding amounts due and
owing under the Exchange Notes. Moreover, if the obligations of one or more
Guarantors were to be avoided, there can be no assurance that the remaining
Guarantees would be sufficient to ensure payment in full on the Exchange Notes.
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OPTIONAL REDEMPTION
Except as set forth below, JCC will not have the right to redeem any
Exchange Notes prior to June 15, 2002. The Exchange Notes will be redeemable at
the option of JCC, in whole or in part, at any time on or after June 15, 2002,
upon not less than 30 days nor more than 60 days notice to each holder of
Exchange Notes, at the following redemption prices (expressed as percentages of
the principal amount) if redeemed during the 12-month period commencing June 15
of the years indicated below, in each case (subject to the right of Holders of
record on a Record Date to receive interest due on an Interest Payment Date that
is on or prior to such Redemption Date) together with accrued and unpaid
interest thereon to the Redemption Date:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
- --------------------------------------------------------------------------------- -----------
<S> <C>
2002............................................................................. 104.375%
2003............................................................................. 102.917%
2004............................................................................. 101.458%
2005 and thereafter.............................................................. 100.000%
</TABLE>
In the case of a partial redemption, the Trustee shall select the Exchange
Notes or portions thereof for redemption on a PRO RATA basis, by lot or in such
other manner it deems appropriate and fair. The Exchange Notes may be redeemed
in part in multiples of $1,000 only.
The Exchange Notes will not have the benefit of any sinking fund.
Notice of any redemption will be sent, by first class mail, at least 30 days
and not more than 60 days prior to the date fixed for redemption to the Holder
of each Exchange Note to be redeemed to such Holder's last address as then shown
upon the registry books of the Registrar. Any notice which relates to an
Exchange Note to be redeemed in part only must state the portion of the
principal amount equal to the unredeemed portion thereof and must state that on
and after the date of redemption, upon surrender of such Exchange Note, a new
Exchange Note or Exchange Notes in a principal amount equal to the unredeemed
portion thereof will be issued. On and after the date of redemption, interest
will cease to accrue on the Exchange Notes or portions thereof called for
redemption, unless JCC defaults in the payment thereof.
CERTAIN COVENANTS
REPURCHASE OF EXCHANGE NOTES AT THE OPTION OF THE HOLDER UPON A CHANGE OF
CONTROL
The Indenture provides that in the event that a Change of Control has
occurred, each Holder of Exchange Notes will have the right, at such Holder's
option, pursuant to an irrevocable and unconditional offer by JCC (the "Change
of Control Offer"), to require JCC to repurchase all or any part of such
Holder's Exchange Notes (PROVIDED, that the principal amount of such Exchange
Notes must be $1,000 or an integral multiple thereof) on a date (the "Change of
Control Purchase Date") that is no later than 35 Business Days after the
occurrence of such Change of Control, at a cash price (the "Change of Control
Purchase Price") equal to 101% of the principal amount thereof, together with
accrued and unpaid interest, if any, to the Change of Control Purchase Date. The
Change of Control Offer shall be made within 10 Business Days following a Change
of Control and shall remain open for 20 Business Days following its commencement
(the "Change of Control Offer Period"). Upon expiration of the Change of Control
Offer Period, JCC promptly shall purchase all Exchange Notes properly tendered
in response to the Change of Control Offer.
As used herein, a "Change of Control" will mean (i) any merger or
consolidation of JCC with or into any person or any sale, transfer or other
conveyance, whether direct or indirect, of all or substantially all of any of
the assets of JCC, on a consolidated basis, in one transaction or a series of
related transactions, if, immediately after giving effect to such
transaction(s), any "person" or "group" (as such terms are used for purposes of
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended,
whether or not
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applicable) (other than an Excluded Person) is or becomes the "beneficial
owner," directly or indirectly, of more than 50% of the total voting power in
the aggregate normally entitled to vote in the election of directors, managers,
or trustees, as applicable, of the transferee(s) or surviving entity or
entities, (ii) any "person" or "group" (as such terms are used for purposes of
Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) (other
than an Excluded Person) is or becomes the "beneficial owner," directly or
indirectly, of more than 50% of the total voting power in the aggregate of all
classes of Capital Stock of JCC then outstanding normally entitled to vote in
elections of directors, or (iii) during any period of 12 consecutive months
after the Issue Date, individuals who at the beginning of any such 12-month
period constituted the Board of Directors of JCC (together with any new
directors whose election by such Board or whose nomination for election by the
shareholders of JCC was approved by a vote of a majority of the directors then
still in office who were either directors at the beginning of such period or
whose election or nomination for election was previously so approved) cease for
any reason to constitute a majority of the Board of Directors of JCC then in
office.
On or before the Change of Control Purchase Date, JCC will (i) accept for
payment Exchange Notes or portions thereof properly tendered pursuant to the
Change of Control Offer, (ii) deposit with the Paying Agent cash sufficient to
pay the Change of Control Purchase Price (together with accrued and unpaid
interest) of all Exchange Notes so tendered and (iii) deliver to the Trustee
Exchange Notes so accepted together with an Officers' Certificate listing the
Exchange Notes or portions thereof being purchased by JCC. The Paying Agent
promptly will pay the Holders of Exchange Notes so accepted an amount equal to
the Change of Control Purchase Price (together with accrued and unpaid
interest), and the Trustee promptly will authenticate and deliver to such
Holders a new Exchange Note equal in principal amount to any unpurchased portion
of the Exchange Note surrendered. Any Exchange Notes not so accepted will be
delivered promptly by JCC to the Holder thereof. JCC publicly will announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Purchase Date.
A change of control under the indenture which governs each of the Notes, the
9 3/4% Notes, the 10 1/8% Notes and the LYONs will result in a default under the
Credit Facility. Additionally, unless JCC is successful in seeking consents from
its lenders under the Credit Facility to permit change of control repurchase
offers for each of the Notes, the 9 3/4% Notes, the 10 1/8% Notes or the LYONs
or JCC is successful in refinancing such borrowings, such event of default under
the Credit Facility would constitute an event of default under each of the
Notes, the 9 3/4% Notes, the 10 1/8% Notes and the LYONs. Such events of default
could result in the immediate acceleration of all then outstanding indebtedness
under each of the Notes, the 9 3/4% Notes, the 10 1/8% Notes and the LYONs. As a
result, differences in the definitions of change of control under the indentures
for the Notes, the 9 3/4% Notes, the 10 1/8% Notes and the LYONs will not have a
difference in the effect on JCC or the respective holders other than where the
lenders under the Credit Facility have waived such event of default. In the
event of such waiver there could be a change of control under the Notes, the
9 3/4% Notes and the 10 1/8% Notes which would not result in a change of control
under the LYONs or VICE VERSA. See "Description of Indebtedness."
The Change of Control purchase feature of the Notes may make more difficult
or discourage a takeover of JCC, and, thus, the removal of incumbent management.
The phrase "all or substantially all" of the assets of JCC will likely be
interpreted under applicable state law and will be dependent upon particular
facts and circumstances. As a result, there may be a degree of uncertainty in
ascertaining whether a sale or transfer of "all or substantially all" of the
assets of any of JCC has occurred. In addition, no assurances can be given that
JCC will be able to acquire Notes tendered upon the occurrence of a Change of
Control.
Any Change of Control Offer will be made in compliance with all applicable
laws, rules and regulations, including, if applicable, Regulation 14E under the
Exchange Act and the rules thereunder and all other applicable Federal and state
securities laws.
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LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS AND DISQUALIFIED CAPITAL
STOCK
The Indenture provides that, except as set forth below in this covenant, JCC
and the Subsidiary Guarantors will not, and will not permit any of their
Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become
directly or indirectly liable with respect to (including as a result of an
Acquisition), or otherwise become responsible for, contingently or otherwise
(individually and collectively, to "incur" or, as appropriate, an "incurrence"),
any Indebtedness or any Disqualified Capital Stock (including Acquired
Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing
limitations, JCC may incur and the Subsidiary Guarantors may guarantee
Indebtedness and Disqualified Capital Stock in addition to Permitted
Indebtedness: if (i) no Default or Event of Default shall have occurred and be
continuing at the time of, or would occur after giving effect on a PRO FORMA
basis to, such incurrence of Indebtedness or Disqualified Capital Stock and (ii)
on the date of such incurrence (the "Incurrence Date"), the Leverage Ratio of
JCC for the Reference Period immediately preceding the Incurrence Date, after
giving effect on a PRO FORMA basis to such incurrence of such Indebtedness or
Disqualified Capital Stock and, to the extent set forth in the definition of
Leverage Ratio, the use of proceeds thereof, would be less than 7.0 to 1.
Indebtedness or Disqualified Capital Stock of any person which is
outstanding at the time such person becomes a Subsidiary of JCC (including upon
designation of any subsidiary or other person as a Subsidiary) or is merged with
or into or consolidated with JCC or a Subsidiary of JCC shall be deemed to have
been Incurred at the time such Person becomes such a Subsidiary of JCC or is
merged with or into or consolidated with JCC or a Subsidiary of JCC, as
applicable.
LIMITATION ON RESTRICTED PAYMENTS
The Indenture provides that JCC and its Subsidiaries will not, and will not
permit any of their Subsidiaries to, directly or indirectly, make any Restricted
Payment if, after giving effect to such Restricted Payment on a PRO FORMA basis,
(1) a Default or an Event of Default shall have occurred and be continuing, (2)
JCC is not permitted to incur at least $1.00 of additional Indebtedness pursuant
to the Leverage Ratio in the covenant "Limitation on Incurrence of Additional
Indebtedness and Disqualified Capital Stock," or (3) the aggregate amount of all
Restricted Payments made by JCC and its Subsidiaries, including after giving
effect to such proposed Restricted Payment, from and after the Issue Date, would
exceed the sum of (a)(x) 100% of the aggregate Consolidated EBITDA of JCC and
its Consolidated Subsidiaries for the period (taken as one accounting period),
commencing on the first day of the first full fiscal quarter commencing after
the Issue Date, to and including the last day of the fiscal quarter ended
immediately prior to the date of each such calculation (or, in the event
Consolidated EBITDA for such period is a deficit, then minus 100% of such
deficit) less (y) 1.4 times Consolidated Fixed Charges for the same period plus
(b) the aggregate Net Cash Proceeds received by JCC from the sale of its
Qualified Capital Stock (other than (i) to a Subsidiary of JCC and (ii) to the
extent applied in connection with a Qualified Exchange), after the Issue Date.
The foregoing clauses (2) and (3) of the immediately preceding paragraph,
however, will not prohibit (w) payments to Jacor to reimburse Jacor for
reasonable and necessary corporate and administrative expenses, (x) Restricted
Investments, PROVIDED, that, after giving PRO FORMA effect to such Restricted
Investment, the aggregate amount of all such Restricted Investments made on or
after the Issue Date that are outstanding (after giving effect to any such
Restricted Investments that are returned to JCC or the Subsidiary Guarantor that
made such prior Restricted Investment, without restriction, in cash on or prior
to the date of any such calculation) at any time does not exceed $25.0 million,
(y) a Qualified Exchange, and (z) the payment of any dividend on Qualified
Capital Stock within 60 days after the date of its declaration if such dividend
could have been made on the date of such declaration in compliance with the
foregoing provisions. The full amount of any Restricted Payment made pursuant to
the foregoing clauses (x) and (z) of the immediately preceding sentence,
however, will be deducted in the calculation of the
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<PAGE>
aggregate amount of Restricted Payments available to be made referred to in
clause (3) of the immediately preceding paragraph.
LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING
SUBSIDIARIES
The Indenture provides that JCC and its Subsidiaries will not, and will not
permit any of their Subsidiaries to, create, assume or suffer to exist any
consensual restriction on the ability of any Subsidiary of JCC to pay dividends
or make other distributions to or on behalf of, or to pay any obligation to or
on behalf of, or otherwise to transfer assets or property to or on behalf of, or
make or pay loans or advances to or on behalf of, JCC or any Subsidiary of JCC,
except (a) restrictions imposed by the Exchange Notes or the Indenture, (b)
restrictions imposed by applicable law, (c) existing restrictions under
specified Indebtedness outstanding on the Issue Date, (d) restrictions under any
Acquired Indebtedness not incurred in violation of the Indenture or any
agreement relating to any property, asset, or business acquired by JCC or any of
its Subsidiaries, which restrictions in each case existed at the time of
acquisition, were not put in place in connection with or in anticipation of such
acquisition and are not applicable to any person, other than the person
acquired, or to any property, asset or business, other than the property, assets
and business so acquired, (e) any such restriction or requirement imposed by
Indebtedness incurred under paragraph (f) under the definition of Permitted
Indebtedness, provided such restriction or requirement is no more restrictive
than that imposed by the Credit Facility as of the Issue Date, (f) restrictions
with respect solely to a Subsidiary of JCC imposed pursuant to a binding
agreement which has been entered into for the sale or disposition of all or
substantially all of the Equity Interests or assets of such Subsidiary, provided
such restrictions apply solely to the Equity Interests or assets of such
Subsidiary which are being sold, and (g) in connection with and pursuant to
permitted Refinancings, replacements of restrictions imposed pursuant to clauses
(a), (c) or (d) of this paragraph that are not more restrictive than those being
replaced and do not apply to any other person or assets than those that would
have been covered by the restrictions in the Indebtedness so refinanced.
Notwithstanding the foregoing, neither (a) customary provisions restricting
subletting or assignment of any lease entered into in the ordinary course of
business, consistent with industry practice, or other standard non-assignment
clauses in contracts entered into in the ordinary course of business, (b)
Capital Leases or agreements governing purchase money Indebtedness which contain
restrictions of the type referred to above with respect to the property covered
thereby, nor (c) Liens permitted under the terms of the Indenture on assets
securing Senior Debt incurred pursuant to the Leverage Ratio in accordance with
the covenant described under "Limitation on Incurrence of Additional
Indebtedness and Disqualified Capital Stock" or permitted pursuant to the
definition of Permitted Indebtedness shall in and of themselves be considered a
restriction on the ability of the applicable Subsidiary to transfer such
agreement or assets, as the case may be.
LIMITATIONS ON LAYERING INDEBTEDNESS; LIENS
The Indenture provides that JCC and its Subsidiaries will not, and will not
permit any of their Subsidiaries to, directly or indirectly, incur, or, other
than with respect to the 10 1/8% Notes and the 9 3/4% Notes, suffer to exist (a)
any Indebtedness that is subordinate in right of payment to any other
Indebtedness of JCC or a Guarantor unless, by its terms, such Indebtedness (i)
has a maturity date subsequent to the Stated Maturity of the Exchange Notes and
an Average Life longer than that of the Exchange Notes and (ii) is subordinate
in right of payment to, or ranks PARI PASSU with, the Exchange Notes or the
Guarantees, as applicable, or (b) other than Permitted Liens, any Lien upon any
of its property or assets, whether now owned or hereafter acquired, or upon any
income or profits therefrom securing Indebtedness other than (1) Liens securing
Senior Debt incurred pursuant to the Leverage Ratio in accordance with the
covenant described under "Limitation on Incurrence of Additional Indebtedness
and Disqualified Capital Stock" and (2) Liens securing Senior Debt incurred as
permitted pursuant to the definition of Permitted Indebtedness.
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<PAGE>
LIMITATION ON SALE OF ASSETS AND SUBSIDIARY STOCK
The Indenture provides that JCC and its Subsidiaries will not, and will not
permit any of their Subsidiaries to, in one or a series of related transactions,
sell, transfer, or otherwise dispose of, any of its property, business or
assets, including by merger or consolidation (in the case of a Guarantor or a
Subsidiary of JCC), and including any sale or other transfer or issuance of any
Equity Interests of any direct or indirect Subsidiary of JCC, whether by JCC or
a direct or indirect Subsidiary thereof (an "Asset Sale"), unless (1) within 450
days after the date of such Asset Sale, the Net Cash Proceeds therefrom (the
"Asset Sale Offer Amount") are (a) applied to the optional redemption of the
Exchange Notes in accordance with the terms of the Indenture or to the
repurchase of the Exchange Notes pursuant to an irrevocable, unconditional cash
offer (the "Asset Sale Offer") to repurchase Exchange Notes at a purchase price
(the "Asset Sale Offer Price") of 100% of principal amount, plus accrued
interest to the date of payment, (b) invested in assets and property (other than
notes, bonds, obligations and securities) which in the good faith reasonable
judgment of the Board of JCC will immediately constitute or be a part of a
Related Business of JCC or a Subsidiary (if it continues to be a Subsidiary)
immediately following such transaction or (c) used to permanently retire or
reduce Senior Debt or Indebtedness permitted pursuant to paragraphs (d), (e) or
(f) under the definition of Permitted Indebtedness (including that in the case
of a revolver or similar arrangement that makes credit available, such
commitment is so permanently reduced by such amount), (2) with respect to any
Asset Sale or related series of Asset Sales involving securities, property or
assets with an aggregate fair market value in excess of $2.5 million, at least
75% of the consideration for such Asset Sale or series of related Asset Sales
(excluding the amount of (A) any Indebtedness (other than the Notes) that is
required to be repaid or assumed (and is either repaid or assumed by the
transferee of the related assets) by virtue of such Asset Sale and which is
secured by a Lien on the property or asset sold and (B) property received by JCC
or any such Subsidiary from the transferee that within 90 days of such Asset
Sale is converted into cash or Cash Equivalents) consists of cash or Cash
Equivalents (other than in the case of an Asset Swap or where JCC is exchanging
all or substantially all the assets of one or more Related Businesses operated
by JCC or its Subsidiaries (including by way of the transfer of capital stock)
for all or substantially all the assets (including by way of the transfer of
capital stock) constituting one or more Related Businesses operated by another
person, in which event the foregoing requirement with respect to the receipt of
cash or Cash Equivalents shall not apply), (3) no Default or Event of Default
shall have occurred and be continuing at the time of, or would occur after
giving effect, on a PRO FORMA basis, to, such Asset Sale, and (4) the Board of
JCC determines in good faith that JCC or such Subsidiary, as applicable,
receives fair market value for such Asset Sale.
The Indenture provides that an Asset Sale Offer may be deferred until the
accumulated Net Cash Proceeds from Asset Sales not applied to the uses set forth
in (1)(b) or (1)(c) above (the "Excess Proceeds") exceeds $5.0 million and that
each Asset Sale Offer shall remain open for 20 Business Days following its
commencement and no longer (the "Asset Sale Offer Period"). Upon expiration of
the Asset Sale Offer Period, JCC shall apply the Asset Sale Offer Amount plus an
amount equal to accrued interest to the purchase of all Exchange Notes properly
tendered (on a PRO RATA basis if the Asset Sale Offer Amount is insufficient to
purchase all Exchange Notes so tendered) at the Asset Sale Offer Price (together
with accrued interest). To the extent that the aggregate amount of Exchange
Notes tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer
Amount, JCC may use any remaining Net Cash Proceeds for general corporate
purposes as otherwise permitted by the Indenture and following each Asset Sale
Offer the Excess Proceeds amount shall be reset to zero. If required by
applicable law, the Asset Sale Offer Period may be extended as so required,
however, if so extended it shall nevertheless constitute an Event of Default if
within 60 Business Days of its commencement the Asset Sale Offer is not
consummated or the properly tendered Exchange Notes are not purchased pursuant
thereto.
Notwithstanding the foregoing provisions of the first paragraph of this
covenant the Indenture provides that with respect to an Asset Sale Offer, JCC
will not be permitted to commence an Asset Sale Offer for the Exchange Notes
until such time as an Asset Sale Offer for the 9 3/4% Notes and the 10 1/8%
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Notes in each case if required, has been completed. To the extent that any
Excess Proceeds remain after expiration of an Asset Sale Offer Period for the
9 3/4% Notes and the 10 1/8% Notes, JCC may use the remaining Net Cash Proceeds
to commence an Asset Sale Offer for the Notes; PROVIDED, that with respect to
the 10 1/8% Notes or the 9 3/4% Notes this paragraph shall be of no further
force and effect upon the earlier of (w) the maturity of the 10 1/8% Notes or
the 9 3/4% Notes, respectively, (x) the date upon which defeasance of the
10 1/8% Notes or the 9 3/4% Notes become effective, respectively, (y) the date
on which there are no longer any 10 1/8% Notes or the 9 3/4% Notes, respectively
outstanding in accordance with the terms of the indenture governing the 10 1/8%
Notes or the 9 3/4% Notes, respectively and (z) the date on which the Limitation
on Sale of Assets and Subsidiary Stock covenant no longer applies in accordance
with the terms of the indenture governing the 10 1/8% Notes or the 9 3/4% Notes,
respectively.
Notwithstanding the foregoing provisions of the first paragraph of this
covenant and without complying with the foregoing provisions:
(i) JCC and its Subsidiaries may convey, sell, transfer, assign or
otherwise dispose of assets pursuant to and in accordance with the
limitation on mergers, sales or consolidations provisions in the Indenture;
(ii) JCC and its Subsidiaries may sell or dispose of inventory or
damaged, worn out or other obsolete property in the ordinary course of
business so long as such property is no longer necessary for the proper
conduct of the business of JCC or such Subsidiary, as applicable; and
(iii) any of JCC's Subsidiaries may convey, sell, transfer, assign or
otherwise dispose of assets to, or merge with or into, JCC or any of its
wholly owned Subsidiary Guarantors.
All Net Cash Proceeds from an Event of Loss shall be applied to the
restoration, repair or replacement of the asset so affected or invested, used
for prepayment of Senior Debt, or used to repurchase Exchange Notes, all within
the period and as otherwise provided above in clauses 1(a) or 1(b)(i) of the
first paragraph of this covenant.
In addition to the foregoing, JCC will not, and will not permit any of its
Subsidiaries to, directly or indirectly make any Asset Sale of any of the Equity
Interests of any Subsidiary except pursuant to an Asset Sale of all the Equity
Interests of such Subsidiary.
Any Asset Sale Offer shall be made in compliance with all applicable laws,
rules, and regulations, including, if applicable, Regulation 14E of the Exchange
Act and the rules and regulations thereunder and all other applicable Federal
and state securities laws.
LIMITATION ON ASSET SWAPS
The Indenture provides that JCC and its Subsidiaries will not, and will not
permit any of their Subsidiaries to, in one or a series of related transactions,
directly or indirectly, engage in any Asset Swaps, unless: (i) at the time of
entering into the agreement to swap assets and immediately after giving effect
to the proposed Asset Swap, no Default or Event of Default shall have occurred
and be continuing or would occur as a consequence thereof; (ii) JCC would, after
giving PRO FORMA effect to the proposed Asset Swap, have been permitted to incur
at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio in the
covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified
Capital Stock"; (iii) the respective fair market values of the assets being
purchased and sold by JCC or any of its Subsidiaries (as determined in good
faith by the management of JCC or, if such Asset Swap includes consideration in
excess of $2.5 million by the Board of Directors of JCC, as evidenced by a Board
Resolution) are substantially the same at the time of entering into the
agreement to swap assets; and (iv) at the time of the consummation of the
proposed Asset Swap, the percentage of any decline in the fair market value
(determined as aforesaid) of the asset or assets being acquired by JCC and its
Subsidiaries shall not be significantly greater than the percentage of any
decline in the fair market value (determined as
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aforesaid) of the assets being disposed of by JCC or its Subsidiaries,
calculated from the time the agreement to swap assets was entered into.
LIMITATION ON TRANSACTIONS WITH AFFILIATES
The Indenture provides that neither JCC nor any of its Subsidiaries will be
permitted after the Issue Date to enter into any contract, agreement,
arrangement or transaction with any Affiliate (an "Affiliate Transaction"), or
any series of related Affiliate Transactions, (other than Exempted Affiliate
Transactions) (i) unless it is determined that the terms of such Affiliate
Transaction are fair and reasonable to JCC, and no less favorable to JCC than
could have been obtained in an arm's length transaction with a non-Affiliate
and, (ii) if involving consideration to either party in excess of $5.0 million,
unless such Affiliate Transaction(s) is evidenced by (A) an Officers'
Certificate addressed and delivered to the Trustee certifying that such
Affiliate Transaction (or Transactions) has been approved by a majority of the
members of the Board of Directors of JCC that are disinterested in such
transaction or, (B) in the event there are no members of the Board of Directors
of JCC who are disinterested in such transaction, then so long as JCC is a
wholly owned subsidiary of Jacor, an Officers' Certificate addressed and
delivered to the Trustee certifying that such Affiliate Transaction (or
Transactions) have been approved by a majority of the members of the Board of
Directors of Jacor that are disinterested in such transaction and (iii) if
involving consideration to either party in excess of $10.0 million, unless in
addition JCC, prior to the consummation thereof, obtains a written favorable
opinion as to the fairness of such transaction to JCC from a financial point of
view from an independent investment banking firm of national reputation.
LIMITATION ON MERGER, SALE OR CONSOLIDATION
The Indenture provides that JCC will not, directly or indirectly,
consolidate with or merge with or into another person or sell, lease, convey or
transfer all or substantially all of its assets (computed on a consolidated
basis), whether in a single transaction or a series of related transactions, to
another person or group of affiliated persons or adopt a Plan of Liquidation,
unless (i) either (a) JCC is the continuing entity or (b) the resulting,
surviving or transferee entity or, in the case of a Plan of Liquidation, the
entity which receives the greatest value from such Plan of Liquidation is a
corporation organized under the laws of the United States, any state thereof or
the District of Columbia and expressly assumes by supplemental indenture all of
the obligations of JCC in connection with the Notes and the Indenture; (ii) no
Default or Event of Default shall exist or shall occur immediately after giving
effect on a PRO FORMA basis to such transaction; and (iii) immediately after
giving effect to such transaction on a PRO FORMA basis, the consolidated
resulting, surviving or transferee entity or, in the case of a Plan of
Liquidation, the entity which receives the greatest value from such Plan of
Liquidation would immediately thereafter be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Leverage Ratio set forth in the covenant
described under "Limitation on Incurrence of Additional Indebtedness and
Disqualified Capital Stock."
Upon any consolidation or merger or any transfer of all or substantially all
of the assets of JCC or consummation of a Plan of Liquidation in accordance with
the foregoing, the successor corporation formed by such consolidation or into
which JCC is merged or to which such transfer is made or, in the case of a Plan
of Liquidation, the entity which receives the greatest value from such Plan of
Liquidation shall succeed to, and be substituted for, and may exercise every
right and power of, JCC under the Indenture with the same effect as if such
successor corporation had been named therein as JCC, and JCC shall be released
from the obligations under the Notes and the Indenture except with respect to
any obligations that arise from, or are related to, such transaction.
For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise) of all or substantially all of the properties and assets of one or
more Subsidiaries, JCC's interest in which constitutes all or substantially all
of the properties and assets of JCC shall be deemed to be the transfer of all or
substantially all of the properties and assets of JCC.
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LIMITATION ON LINES OF BUSINESS
The Indenture provides that neither JCC nor any of its Subsidiaries shall
directly or indirectly engage to any substantial extent in any line or lines of
business activity other than that which is a Related Business.
RESTRICTION ON SALE AND ISSUANCE OF SUBSIDIARY STOCK
The Indenture provides that JCC and the Guarantors will not sell, and will
not permit any of their Subsidiaries to issue or sell, any Equity Interests of
any Subsidiary of JCC to any person other than JCC or a wholly owned Subsidiary
of JCC, except for Equity Interests with no preferences or special rights or
privileges and with no redemption or prepayment provisions.
SUBSIDIARY GUARANTORS
The Indenture provides that (i) all present Subsidiaries of JCC and their
Subsidiaries, and (ii) all future Subsidiaries of JCC and their Subsidiaries,
which are not prohibited from becoming guarantors by law or by the terms of any
Acquired Indebtedness or any agreement (other than an agreement entered into in
connection with the transaction resulting in such person becoming a Subsidiary
of JCC or its Subsidiaries) to which such Subsidiary is a party, jointly and
severally, will guaranty irrevocably and unconditionally all principal, premium,
if any, and interest on the Exchange Notes on a senior subordinated basis;
PROVIDED, HOWEVER, that upon any change in the law, Acquired Indebtedness or any
agreement (whether by expiration, termination or otherwise) which no longer
prohibits a Subsidiary of JCC from becoming a Subsidiary Guarantor, such
Subsidiary shall immediately thereafter become a Subsidiary Guarantor; PROVIDED,
FURTHER, in the event that any Subsidiary of JCC or their Subsidiaries becomes a
guarantor of any other Indebtedness of JCC or any of its Subsidiaries or any of
their Subsidiaries, such Subsidiary shall immediately thereafter become a
Subsidiary Guarantor.
All subsidiaries of JCC will be Subsidiary Guarantors if required by the
covenant "Future Subsidiary Guarantors."
RELEASE OF GUARANTORS
The Indenture provides that no Guarantor shall consolidate or merge with or
into (whether or not such Guarantor is the surviving Person) another Person
unless (i) subject to the provisions of the following paragraph and certain
other provisions of the Indenture, the Person formed by or surviving any such
consolidation or merger (if other than such Guarantor) assumes all the
obligations of such Guarantor pursuant to a supplemental indenture in form
reasonably satisfactory to the Trustee, pursuant to which such Person shall
unconditionally guarantee, on a senior subordinated basis, all of such
Guarantor's obligations under such Guarantor's guarantee, the Indenture on the
terms set forth in the Indenture; (ii) immediately before and immediately after
giving effect to such transaction on a PRO FORMA basis, no Default or Event of
Default shall have occurred or be continuing; and (iii) immediately after such
transaction, the surviving person holds all permits required for operation of
the business of, and such entity is controlled by a person or entity (or has
retained a person or entity which is) experienced in, operating broadcast
properties, or otherwise holds all Permits to operate its business.
Upon the sale or disposition (whether by merger, stock purchase, asset sale
or otherwise) of a Subsidiary Guarantor or all of its assets to an entity which
is not a Subsidiary Guarantor, which transaction is otherwise in compliance with
the Indenture (including, without limitation, the provisions of the covenant
Limitations on Sale of Assets, and Subsidiary Stock), such Subsidiary Guarantor
will be deemed released from its obligations under its Guarantee of the Exchange
Notes; PROVIDED, HOWEVER, that any such termination shall occur only to the
extent that all obligations of such Subsidiary Guarantor under all of its
guarantees of, and under all of its pledges of assets or other security
interests which secure, any Indebtedness of JCC or any other Subsidiary shall
also terminate upon such release, sale or transfer.
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LIMITATION ON STATUS AS INVESTMENT COMPANY
The Indenture prohibits JCC and its Subsidiaries from being required to
register as an "investment company" (as that term is defined in the Investment
Company Act of 1940, as amended), or from otherwise becoming subject to
regulation under the Investment Company Act.
REPORTS
The Indenture provides that for so long as Jacor or any successor thereto is
subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act
and JCC is a wholly owned subsidiary of Jacor, JCC shall deliver to the Trustee
and, to each Holder, Jacor's annual and quarterly reports pursuant to Section 13
or 15(d) of the Exchange Act, within 15 days after such reports have been filed
with the Commission; PROVIDED, HOWEVER, in the event either (i) Jacor or a
successor as set forth above is no longer subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act or (ii) JCC is no longer a wholly
owned subsidiary of Jacor or a successor as set forth above, the Indenture will
provide that whether or not JCC is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, JCC shall deliver to the Trustee and,
to each Holder, within 15 days after it is or would have been (if it were
subject to such reporting obligations) required to file such with the
Commission, annual and quarterly financial statements substantially equivalent
to financial statements that would have been included in reports filed with the
Commission, if JCC were subject to the requirements of Section 13 or 15(d) of
the Exchange Act, including, with respect to annual information only, a report
thereon by JCC's certified independent public accountants as such would be
required in such reports to the Commission, and, in each case, together with a
management's discussion and analysis of financial condition and results of
operations which would be so required and, to the extent permitted by the
Exchange Act or the Commission (if it were subject to such reporting
obligations), file with the Commission the annual, quarterly and other reports
which it is or would have been required to file with the Commission.
EVENTS OF DEFAULT AND REMEDIES
The Indenture defines an Event of Default as (i) the failure by JCC to pay
any installment of interest on the Notes as and when the same becomes due and
payable and the continuance of any such failure for 30 days, (ii) the failure by
JCC to pay all or any part of the principal, or premium, if any, on the Notes
when and as the same becomes due and payable at maturity, redemption, by
acceleration or otherwise, including, without limitation, payment of the Change
of Control Purchase Price or the Asset Sale Offer Price, or otherwise, (iii) the
failure by JCC or any Guarantor to observe or perform any other covenant or
agreement contained in the Notes or the Indenture and, subject to certain
exceptions, the continuance of such failure for a period of 60 days after
written notice is given to JCC by the Trustee or to JCC and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Notes outstanding,
(iv) certain events of bankruptcy, insolvency or reorganization in respect of
JCC or any of its Significant Subsidiaries, (v) a default in any issue of
Indebtedness of JCC or any of their Subsidiaries with an aggregate principal
amount in excess of $5.0 million (a) resulting from the failure to pay principal
at final maturity or (b) as a result of which the maturity of such Indebtedness
has been accelerated prior to its stated maturity, and (vi) final unsatisfied
judgments not covered by insurance aggregating in excess of $5.0 million, at any
one time rendered against JCC or any of its Subsidiaries and not stayed, bonded
or discharged within 60 days. The Indenture provides that if a Default occurs
and is continuing, the Trustee must, within 90 days after the occurrence of such
Default, give to the Holders notice of such Default.
If an Event of Default occurs and is continuing (other than an Event of
Default specified in clause (iv), above, relating to JCC or any Significant
Subsidiary,) then in every such case, unless the principal of all of the Notes
shall have already become due and payable, either the Trustee or the Holders of
25% in aggregate principal amount of the Notes at the time outstanding, by
notice in writing to JCC (and to the Trustee if given by Holders) (an
"Acceleration Notice"), may declare all principal, determined as set forth
below, and accrued interest thereon to be due and payable immediately; provided,
however, that if any
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Senior Debt is outstanding pursuant to the Credit Facility upon a declaration of
such acceleration, such principal and interest shall be due and payable upon the
earlier of (x) the third Business Day after the sending to JCC and the
Representative of such written notice, unless such Event of Default is cured or
waived prior to such date and (y) the date of acceleration of any Senior Debt
under the Credit Facility. In the event a declaration of acceleration resulting
from an Event of Default described in clause (v) above has occurred and is
continuing, such declaration of acceleration shall be automatically annulled if
such default is cured or waived or the holders of the Indebtedness which is the
subject of such default have rescinded their declaration of acceleration in
respect of such Indebtedness within five days thereof and the Trustee has
received written notice of such cure, waiver or rescission and no other Event of
Default described in clause (v) above has occurred that has not been cured or
waived within five days of the declaration of such acceleration in respect of
such Indebtedness. If an Event of Default specified in clause (iv), above,
relating to JCC or any Significant Subsidiary occurs, all principal and accrued
interest thereon will be immediately due and payable on all outstanding Notes
without any declaration or other act on the part of Trustee or the Holders. The
Holders of a majority in aggregate principal amount of Notes at the time
outstanding, generally are authorized to rescind such acceleration if all
existing Events of Default, other than the non-payment of the principal of,
premium, if any, and interest on the Notes which have become due solely by such
acceleration and except on default with respect to any provision requiring a
supermajority approval to amend, which default may only be waived by such a
supermajority, and have been cured or waived.
Prior to the declaration of acceleration of the maturity of the Notes, the
Holders of a majority in aggregate principal amount of the Notes at the time
outstanding may waive on behalf of all the Holders any default, except on
default with respect to any provision requiring a supermajority approval to
amend, which default may only be waived by such a supermajority, and except a
default in the payment of principal of or interest on any Note not yet cured or
a default with respect to any covenant or provision which cannot be modified or
amended without the consent of the Holder of each outstanding Note affected.
Subject to the provisions of the Indenture relating to the duties of the
Trustee, the Trustee will be under no obligation to exercise any of its rights
or powers under the Indenture at the request, order or direction of any of the
Holders, unless such Holders have offered to the Trustee reasonable security or
indemnity. Subject to all provisions of the Indenture and applicable law, the
Holders of a majority in aggregate principal amount of the Notes at the time
outstanding will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides that JCC may, at its option, elect to have their
obligations and the obligations of the Guarantors discharged with respect to the
outstanding Notes ("Legal Defeasance"). Such Legal Defeasance means that JCC
shall be deemed to have paid and discharged the entire indebtedness represented,
and the Indenture shall cease to be of further effect as to all outstanding
Notes and Guarantees, except as to (i) rights of Holders to receive payments in
respect of the principal of, premium, if any, and interest on such Notes when
such payments are due from the trust funds; (ii) JCC's obligations with respect
to such Notes concerning issuing temporary Notes, registration of Notes,
mutilated, destroyed, lost or stolen Notes, and the maintenance of an office or
agency for payment and money for security payments held in trust; (iii) the
rights, powers, trust, duties, and immunities of the Trustee, and JCC's
obligations in connection therewith; and (iv) the Legal Defeasance provisions of
the Indenture. In addition, JCC may, at its option and at any time, elect to
have the obligations of JCC and the Guarantors released with respect to certain
covenants that are described in the Indenture ("Covenant Defeasance") and
thereafter any omission to comply with such obligations shall not constitute a
Default or Event of Default with respect to the Notes. In the event Covenant
Defeasance occurs, certain events (not including non-payment, bankruptcy,
receivership, rehabilitation and insolvency events) described under "Events of
Default" will no longer constitute an Event of Default with respect to the
Notes.
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In order to exercise either Legal Defeasance or Covenant Defeasance, (i) JCC
must irrevocably deposit with the Trustee, in trust, for the benefit of the
Holders of the Notes, U.S. legal tender, U.S. Government Obligations or a
combination thereof, in such amounts as will be sufficient, in the opinion of a
nationally recognized firm of independent public accountants, to pay the
principal of, premium, if any, and interest on such Notes on the stated date for
payment thereof or on the redemption date of such principal or installment of
principal of, premium, if any, or interest on such Notes, and the Holders of
Notes must have a valid, perfected, exclusive security interest in such trust;
(ii) in the case of the Legal Defeasance, JCC shall have delivered to the
Trustee an opinion of counsel in the United States reasonably acceptable to the
Trustee confirming that (A) JCC has received from, or there has been published
by the Internal Revenue Service, a ruling or (B) since the date of the
Indenture, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such opinion of counsel shall
confirm that, the Holders of such Notes will not recognize income, gain or loss
for federal income tax purposes as a result of such Legal Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Legal Defeasance had not
occurred; (iii) in the case of Covenant Defeasance, JCC shall have delivered to
the Trustee an opinion of counsel in the United States reasonably acceptable to
such Trustee confirming that the Holders of such Notes will not recognize
income, gain or loss for federal income tax purposes as a result of such
Covenant Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred; (iv) no Default or Event of Default
shall have occurred and be continuing on the date of such deposit or insofar as
Events of Default from bankruptcy or insolvency events are concerned, at any
time in the period ending on the 91st day after the date of deposit; (v) such
Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under the Indenture or any other material
agreement or instrument to which JCC or any of its Subsidiaries is a party or by
which JCC or any of its Subsidiaries is bound; (vi) JCC shall have delivered to
the Trustee an Officers' Certificate stating that the deposit was not made by
JCC with the intent of preferring the holders of such Notes over any other
creditors of JCC or with the intent of defeating, hindering, delaying or
defrauding any other creditors of JCC or others; and (vii) JCC shall have
delivered to the Trustee an Officers' Certificate and an opinion of counsel,
each stating that the conditions precedent provided for in, in the case of the
officers' certificate, (i) through (vi) and, in the case of the opinion of
counsel, clauses (i), (with respect to the validity and perfection of the
security interest) (ii), (iii) and (v) of this paragraph have been complied
with.
JCC shall deliver to the Trustee any required consent of the lenders under
the Credit Facility to such defeasance or covenant defeasance, as the case may
be.
AMENDMENTS AND SUPPLEMENTS
The Indenture contains provisions permitting JCC, the Guarantors and the
Trustee to enter into a supplemental indenture for certain limited purposes
without the consent of the Holders. With the consent of the Holders of not less
than a majority in aggregate principal amount of the Notes at the time
outstanding, JCC, the Guarantors and the Trustee are permitted to amend or
supplement the Indenture or any supplemental indenture or modify the rights of
the Holders; provided that no such modification may without the consent of
holders of at least 75% in aggregate principal amount of Notes at the time
outstanding, modify the provisions (including the defined terms used therein) of
the covenant "Repurchase of Notes at the Option of the Holder upon a Change of
Control" in a manner adverse to the Holders and provided, that no such
modification may, without the consent of each Holder affected thereby: (i)
change the Stated Maturity on any Note, or reduce the principal amount thereof
or the rate (or extend the time for payment) of interest thereon or any premium
payable upon the redemption thereof, or change the place of payment where, or
the coin or currency in which, any Note or any premium or the interest thereon
is payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or reduce the Change of Control
Purchase Price, the JCC Purchase Price or the Asset Sale Offer Price or alter
the
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provisions (including the defined terms used therein) regarding the right of JCC
to redeem the Notes in a manner adverse to the Holders, or (ii) reduce the
percentage in principal amount of the outstanding Notes, the consent of whose
Holders is required for any such amendment, supplemental indenture or waiver
provided for in the Indenture, or (iii) modify any of the waiver provisions,
except to increase any required percentage or to provide that certain other
provisions of the Indenture cannot be modified or waived without the consent of
the Holder of each outstanding Note affected thereby. The Indenture contains a
provision that the subordination provisions may not be amended, modified or
waived in a manner adverse to the holders of the Senior Debt without the consent
of the Representative on behalf of the Required Lenders (as defined in the
Credit Facility) under the Credit Facility.
NO PERSONAL LIABILITY OF STOCKHOLDERS, OFFICERS, DIRECTORS
The Indenture provides that no direct or indirect stockholder, employee,
officer or director, as such, past, present or future of JCC, the Guarantors or
any successor entity shall have any personal liability in respect of the
obligations of JCC or the Guarantors under the Indenture or the Notes by reason
of his or its status as such stockholder, employee, officer or director.
CERTAIN DEFINITIONS
"ACQUIRED INDEBTEDNESS" means Indebtedness or Disqualified Capital Stock of
any person existing at the time such person becomes a Subsidiary of JCC,
including by designation, or is merged or consolidated into or with either of
JCC or one of its Subsidiaries; PROVIDED, that such Indebtedness was not
incurred in anticipation of, or in connection with, and was outstanding prior to
such person becoming a Subsidiary of JCC.
"ACQUISITION" means the purchase or other acquisition of any person or
substantially all the assets of any person by any other person, whether by
purchase, merger, consolidation, or other transfer, and whether or not for
consideration.
"AFFILIATE" means any person directly or indirectly controlling or
controlled by or under direct or indirect common control with JCC. For purposes
of this definition, the term "control" means the power to direct the management
and policies of a person, directly or through one or more intermediaries,
whether through the ownership of voting securities, by contract, or otherwise,
PROVIDED, THAT, a Beneficial Owner of 10% or more of the total voting power
normally entitled to vote in the election of directors, managers or trustees, as
applicable, shall for such purposes be deemed to constitute control.
"ASSET SWAP" means the execution of a definitive agreement, subject only to
regulatory approval and other customary closing conditions, that JCC in good
faith believes will be satisfied, for a substantially concurrent purchase and
sale, or exchange, of Productive Assets between JCC or any of its Subsidiaries
and another person or group of affiliated persons; provided that any amendment
to or waiver of any closing condition which individually or in the aggregate is
material to the Asset Swap shall be deemed to be a new Asset Swap.
"AVERAGE LIFE" means, as of the date of determination, with respect to any
security or instrument, the quotient obtained by dividing (i) the sum of (a) the
product of the number of years from the date of determination to the date or
dates of each successive scheduled principal (or redemption) payment of such
security or instrument and (b) the amount of each such respective principal (or
redemption) payment by (ii) the sum of all such principal (or redemption)
payments.
"BENEFICIAL OWNER" or "BENEFICIAL OWNER" for purposes of the definition of
Change of Control has the meaning attributed to it in Rules 13d-3 and 13d-5
under the Exchange Act (as in effect on the Issue Date), whether or not
applicable, except that a "person" shall be deemed to have "beneficial
ownership" of all shares that any such person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time.
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"BOARD RESOLUTION" means, with respect to any person, a duly adopted
resolution of the Board of Directors of such or the executive committee of such
Board of Directors of such person.
"BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York, New York are
authorized or obligated by law or executive order to close.
"CAPITAL STOCK" means, with respect to any corporation, any and all shares,
interests, rights to purchase (other than convertible or exchangeable
Indebtedness), warrants, options, participations or other equivalents of or
interests (however designated) in stock issued by that corporation.
"CASH EQUIVALENT" means (i) securities issued directly or fully guaranteed
or insured by the United States of America or any agency or instrumentality
thereof (provided that the full faith and credit of the United States of America
is pledged in support thereof) or (ii) time deposits and certificates of deposit
with, and commercial paper issued by the parent corporation of, any domestic
commercial bank of recognized standing having capital and surplus in excess of
$500.0 million and commercial paper issued by others rated at least A-2 or the
equivalent thereof by Standard & Poor's Corporation or at least P-2 or the
equivalent thereof by Moody's Investors Service, Inc. and in each case maturing
within one year after the date of acquisition.
"CONSOLIDATED EBITDA" means, with respect to any person, for any period, the
Consolidated Net Income of such person for such period adjusted to add thereto
(to the extent deducted from net revenues in determining Consolidated Net
Income), without duplication, the sum of (i) Consolidated income tax expense,
(ii) Consolidated depreciation and amortization expense, provided that
consolidated depreciation and amortization of a Subsidiary that is a less than
wholly owned Subsidiary shall only be added to the extent of the equity interest
of JCC in such Subsidiary, (iii) other noncash charges (including amortization
of goodwill and other intangibles), (iv) Consolidated Fixed Charges, and less
the amount of all cash payments made by such person or any of its Subsidiaries
during such period to the extent such payments relate to non-cash charges that
were added back in determining Consolidated EBITDA for such period or any prior
period.
"CONSOLIDATED FIXED CHARGES" of any person means, for any period, the
aggregate amount (without duplication and determined in each case in accordance
with GAAP) of (a) interest expensed or capitalized, paid, accrued, or scheduled
to be paid or accrued (including, in accordance with the following sentence,
interest attributable to Capitalized Lease Obligations) of such person and its
Consolidated Subsidiaries during such period, including (i) original issue
discount and non-cash interest payments or accruals on any Indebtedness, (ii)
the interest portion of all deferred payment obligations, and (iii) all
commissions, discounts and other fees and charges owed with respect to bankers'
acceptances and letters of credit financings and currency and Interest Swap and
Hedging Obligations, in each case to the extent attributable to such period, and
(b) the amount of dividends accrued or payable (or guaranteed) by such person or
any of its Consolidated Subsidiaries in respect of Preferred Stock (other than
by Subsidiaries of such person to such person or such person's wholly owned
Subsidiaries). For purposes of this definition, (x) interest on a Capitalized
Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by JCC to be the rate of interest implicit in such Capitalized Lease
Obligation in accordance with GAAP and (y) interest expense attributable to any
Indebtedness represented by the guaranty by such person or a Subsidiary of such
person of an obligation of another person shall be deemed to be the interest
expense attributable to the Indebtedness guaranteed.
"CONSOLIDATED NET INCOME" means, with respect to any person for any period,
the net income (or loss) of such person and its Consolidated Subsidiaries
(determined on a consolidated basis in accordance with GAAP) for such period,
adjusted to exclude (only to the extent included in computing such net income
(or loss) and without duplication): (a) all gains or losses which are either
noncash or extraordinary (as determined in accordance with GAAP) or are either
unusual or nonrecurring (including any gain from the sale or other disposition
of assets outside the ordinary course of business or from the issuance or sale
of
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any capital stock), (b) the net income, if positive, of any person, other than a
wholly owned Consolidated Subsidiary, in which such person or any of its
Consolidated Subsidiaries has an interest, except to the extent of the amount of
any dividends or distributions actually paid in cash to such person or a wholly
owned Consolidated Subsidiary of such person during such period, but in any case
not in excess of such person's PRO RATA share of such person's net income for
such period, (c) the net income or loss of any person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition, (d)
the net income, if positive, of any of such person's Consolidated Subsidiaries
to the extent that the declaration or payment of dividends or similar
distributions is not at the time permitted by operation of the terms of its
charter or bylaws or any other agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to such Consolidated
Subsidiary.
"CONSOLIDATED SUBSIDIARY" means, for any person, each Subsidiary of such
person (whether now existing or hereafter created or acquired) the financial
statements of which are consolidated for financial statement reporting purposes
with the financial statements of such person in accordance with GAAP.
"CREDIT FACILITY" as of the date hereof, means the Amended and Restated
Credit Agreement dated as of September 16, 1997, by and among The Chase
Manhattan Bank (as successor by merger to Chemical Bank), as Administrative
Agent, Banque Paribas, as Documentation Agent, and Bank of America, National
Trust and Savings Association (as successor by merger to Bank of America
Illinois), as Syndication Agent, certain financial institutions from time to
time thereto, including any related notes, guarantees, collateral documents,
instruments, letters of credit, reimbursement obligations and other agreements
executed by JCC, any of its Subsidiaries and/or Jacor in connection therewith
(collectively, the "Related Documents"), as such Credit Agreement and/or Related
Documents may be amended, restated, supplemented, renewed, replaced or otherwise
modified from time to time whether or not with the same agent, trustee,
representative lenders or holders, and, subject to the proviso to the next
succeeding sentence, irrespective of any changes in the terms and conditions
thereof. Without limiting the generality of the foregoing, the term "Credit
Facility" shall include agreements in respect of Interest Swap and Hedging
Obligations with lenders party to the Credit Facility and shall also include any
amendment, amendment and restatement, renewal, extension, restructuring,
supplement or modification in whole or in part to any Credit Facility and all
refundings, refinancings and replacements in whole or in part of any Credit
Facility, including, without limitation, any agreement or agreements (i)
extending the maturity of any Indebtedness incurred thereunder or contemplated
thereby, (ii) adding or deleting borrowers or guarantors thereunder, (iii)
increasing the amount of Indebtedness incurred thereunder or available to be
borrowed thereunder, PROVIDED that on the date such Indebtedness is incurred it
would be permitted by paragraph (f) under the definition of Permitted
Indebtedness, or (iv) otherwise altering the terms and conditions thereof.
"DISQUALIFIED CAPITAL STOCK" means (a) except as set forth in (b), with
respect to any person, Equity Interests of such person that, by its terms or by
the terms of any security into which it is convertible, exercisable or
exchangeable, is, or upon the happening of an event or the passage of time would
be, required to be redeemed or repurchased (including at the option of the
holder thereof) by such person or any of its Subsidiaries, in whole or in part,
on or prior to the Stated Maturity of the Notes, and (b) with respect to any
Subsidiary of such person (including with respect to any Subsidiary of JCC), any
Equity Interests other than any common equity with no preference, privileges, or
redemption or repayment provisions.
"EQUITY INTEREST" of any person means any shares, interests, participations
or other equivalents (however designated) in such person's equity, and shall in
any event include any Capital Stock issued by, or partnership interests in, such
person.
"EVENT OF LOSS" means, with respect to any property or asset, any (i) loss,
destruction or damage of such property or asset or (ii) any condemnation,
seizure or taking, by exercise of the power of eminent domain or otherwise, of
such property or asset, or confiscation or requisition of the use of such
property or asset.
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"EXCLUDED PERSON" means Zell/Chilmark Fund L.P. and all Related Persons of
such person.
"EXEMPTED AFFILIATE TRANSACTION" means (a) customary employee compensation
arrangements approved by a majority of independent (as to such transactions)
members of the Board of Directors of JCC, (b) dividends permitted under the
terms of the covenant discussed above under "Limitation on Restricted Payments"
above and payable, in form and amount, on a pro rata basis to all holders of
Common Stock of Jacor, (c) transactions solely between JCC and any of its wholly
owned Subsidiaries or solely among wholly owned Subsidiaries of JCC, and (d)
payments to Zell/Chilmark Fund L.P. or its Affiliates for reasonable and
customary fees and expenses for financial advisory and investment banking
services provided to Jacor and JCC, and (e) payments to Jacor made in accordance
with the Tax Sharing Agreement.
"FUTURE SUBSIDIARY GUARANTOR" means future Subsidiaries of JCC and their
Subsidiaries, which are not prohibited from becoming guarantors by law or by the
terms of any Acquired Indebtedness or any agreement (other than an agreement
entered into in connection with the transaction resulting in such person
becoming a Subsidiary of JCC or its Subsidiaries) to which such Subsidiary is a
party.
"GAAP" means United States generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession as in effect on the Issue Date unless otherwise specified.
"INDEBTEDNESS" of any person means, without duplication, (a) all liabilities
and obligations, contingent or otherwise, of such any person, (i) in respect of
borrowed money (whether or not the recourse of the lender is to the whole of the
assets of such person or only to a portion thereof), (ii) evidenced by bonds,
notes, debentures or similar instruments, (iii) representing the balance
deferred and unpaid of the purchase price of any property or services, except
those incurred in the ordinary course of its business that would constitute
ordinarily a trade payable to trade creditors, (iv) evidenced by bankers'
acceptances or similar instruments issued or accepted by banks, (v) relating to
any Capitalized Lease Obligation, or (vi) evidenced by a letter of credit or a
reimbursement obligation of such person with respect to any letter of credit;
(b) all net obligations of such person under Interest Swap and Hedging
Obligations; (c) all liabilities and obligations of others of the kind described
in the preceding clause (a) or (b) that such person has guaranteed or that is
otherwise its legal liability or which are secured by any assets or property of
such person and all obligations to purchase, redeem or acquire any Equity
Interests; and (d) all Disqualified Capital Stock of such person (valued at the
greater of its voluntary or involuntary maximum fixed repurchase price plus
accrued and unpaid dividends). For purposes hereof, the "maximum fixed
repurchase price" of any Disqualified Capital Stock which does not have a fixed
repurchase price shall be calculated in accordance with the terms of such
Disqualified Capital Stock as if such Disqualified Capital Stock were purchased
on any date on which Indebtedness shall be required to be determined pursuant to
the Indenture, and if such price is based upon, or measured by, the Fair Market
Value of such Disqualified Capital Stock, such Fair Market Value to be
determined in good faith by the board of directors of the issuer (or managing
general partner of the issuer) of such Disqualified Capital Stock.
"INTEREST SWAP AND HEDGING OBLIGATION" means any obligation of any person
pursuant to any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement, interest rate exchange agreement, currency
exchange agreement or any other agreement or arrangement designed to protect
against fluctuations in interest rates or currency values, including, without
limitation, any arrangement whereby, directly or indirectly, such person is
entitled to receive from time to time periodic payments calculated by applying
either a fixed or floating rate of interest on a stated notional amount in
exchange for periodic payments made by such person calculated by applying a
fixed or floating rate of interest on the same notional amount.
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"INVESTMENT" by any person in any other person means (without duplication)
(a) the acquisition (whether by purchase, merger, consolidation or otherwise) by
such person (whether for cash, property, services, securities or otherwise) of
capital stock, bonds, notes, debentures, partnership or other ownership
interests or other securities, including any options or warrants, of such other
person or any agreement to make any such acquisition; (b) the making by such
person of any deposit with, or advance, loan or other extension of credit to,
such other person (including the purchase of property from another person
subject to an understanding or agreement, contingent or otherwise, to resell
such property to such other person) or any commitment to make any such advance,
loan or extension (but excluding accounts receivable or deposits arising in the
ordinary course of business); (c) other than guarantees of Indebtedness of JCC
or any Guarantor to the extent permitted by the covenant "Limitation on
Incurrence of Additional Indebtedness and Disqualified Capital Stock" or the
definition of Permitted Indebtedness, the entering into by such person of any
guarantee of, or other credit support or contingent obligation with respect to,
Indebtedness or other liability of such other person (other than the endorsement
of instruments for deposit or collection in the ordinary course of business);
and (d) the making of any capital contribution by such person to such other
person.
"ISSUE DATE" means the date of first issuance of the Old Notes under the
Indenture.
"JUNIOR SECURITY" means any Qualified Capital Stock and any Indebtedness of
JCC or a Guarantor, as applicable, that is subordinated in right of payment to
Senior Debt at least to the same extent as the Notes or the Guarantees, as
applicable, and has no scheduled installment of principal due, by redemption,
sinking fund payment or otherwise, on or prior to the Stated Maturity of the
Notes; PROVIDED, that in the case of subordination in respect of Senior Debt
under the Credit Facility, "Junior Security" shall mean any Qualified Capital
Stock and any Indebtedness of JCC or the Guarantors, as applicable, that (i) has
a final maturity date occurring after the final maturity date of, all Senior
Debt outstanding under the Credit Facility on the date of issuance of such
Qualified Capital Stock or Indebtedness, (ii) is unsecured, (iii) has an Average
Life longer than the security for which such Qualified Capital Stock or
Indebtedness is being exchanged, and (iv) by their terms or by law are
subordinated to Senior Debt outstanding under the Credit Facility on the date of
issuance of such Qualified Capital Stock or Indebtedness at least to the same
extent as the Notes.
"LEVERAGE RATIO" of any person on any date of determination (the
"Transaction Date") means the ratio, on a PRO FORMA basis, of (a) the sum of the
aggregate outstanding amount of Indebtedness and Disqualified Capital Stock of
such person and its Subsidiaries as of the date of calculation on a consolidated
basis in accordance with GAAP to (b) the aggregate amount of Consolidated EBITDA
of such person attributable to continuing operations and businesses (exclusive
of amounts attributable to operations and businesses permanently discontinued or
disposed of) for the Reference Period; PROVIDED, that for purposes of such
calculation, (i) Acquisitions which occurred during the Reference Period or
subsequent to the Reference Period and on or prior to the Transaction Date shall
be assumed to have occurred on the first day of the Reference Period, (ii)
transactions giving rise to the need to calculate the Leverage Ratio shall be
assumed to have occurred on the first day of the Reference Period, (iii) the
incurrence of any Indebtedness or issuance of any Disqualified Capital Stock
during the Reference Period or subsequent to the Reference Period and on or
prior to the Transaction Date (and the application of the proceeds therefrom to
the extent used to refinance or retire other Indebtedness) shall be assumed to
have occurred on the first day of such Reference Period, and (iv) the
Consolidated Fixed Charges of such person attributable to interest on any
Indebtedness or dividends on any Disqualified Capital Stock bearing a floating
interest (or dividend) rate shall be computed on a PRO FORMA basis as if the
average rate in effect from the beginning of the Reference Period to the
Transaction Date had been the applicable rate for the entire period, unless such
person or any of its Subsidiaries is a party to an Interest Swap or Hedging
Obligation (which shall remain in effect for the 12-month period immediately
following the Transaction Date) that has the effect of fixing the interest rate
on the date of computation, in which case such rate (whether higher or lower)
shall be used.
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"LIEN" means any mortgage, charge, pledge, lien (statutory or otherwise),
privilege, security interest, or other encumbrance upon or with respect to any
property of any kind, real or personal, movable or immovable, now owned or
hereafter acquired.
"NET CASH PROCEEDS" means the aggregate amount of cash or Cash Equivalents
received by JCC in the case of a sale of Qualified Capital Stock and by JCC and
its Subsidiaries in respect of an Asset Sale or an Event of Loss plus, in the
case of an issuance of Qualified Capital Stock of JCC upon any exercise,
exchange or conversion of securities (including options, warrants, rights and
convertible or exchangeable debt) of JCC that were issued for cash on or after
the Issue Date, the amount of cash originally received by JCC upon the issuance
of such securities (including options, warrants, rights and convertible or
exchangeable debt) less, in each case, the sum of all payments, fees,
commissions and (in the case of Asset Sales, reasonable and customary), expenses
(including, without limitation, the fees and expenses of legal counsel and
investment banking fees and expenses) incurred in connection with such Asset
Sale, Event of Loss or sale of Qualified Capital Stock, and, in the case of an
Asset Sale only, less an amount (estimated reasonably and in good faith by JCC
or the amount actually incurred, if greater) of income, franchise, sales and
other applicable taxes required to be paid by JCC or any of its Subsidiaries in
connection with such Asset Sale.
"OBLIGATION" means any principal, premium or interest payment, or monetary
penalty, or damages, due by JCC or any Guarantor under the terms of the Notes or
the Indenture.
"PERMITTED INDEBTEDNESS" means any of the following:
(a) JCC and its Subsidiaries may incur Indebtedness solely in respect of
bankers acceptances, letters of credit and performance bonds (to the extent that
such incurrence does not result in the incurrence of any obligation to repay any
obligation relating to borrowed money of others), all in the ordinary course of
business in accordance with customary industry practices, in amounts and for the
purposes customary in JCC's industry; PROVIDED, that the aggregate principal
amount outstanding of such Indebtedness (including any Indebtedness issued to
refinance, refund or replace such Indebtedness) shall at no time exceed $5.0
million;
(b) JCC may incur Indebtedness to any wholly owned Subsidiary Guarantor, and
any wholly owned Subsidiary Guarantor may incur Indebtedness to any other wholly
owned Subsidiary Guarantor or to JCC; PROVIDED, that in the case of Indebtedness
of JCC, such obligations shall be unsecured and subordinated in all respects to
JCC's obligations pursuant to the Notes and the date of any event that causes
such Subsidiary Guarantor to no longer be a wholly owned Subsidiary shall be an
Incurrence Date;
(c) JCC and the Guarantors may incur Indebtedness evidenced by the Notes and
the Guarantees and represented by the Indenture up to the amounts specified
therein as of the date thereof;
(d) JCC and the Guarantors, as applicable, may incur Refinancing
Indebtedness with respect to any Indebtedness or Disqualified Capital Stock, as
applicable, which Indebtedness was incurred pursuant to the Leverage Ratio in
the covenant described under "Limitation on Incurrence of Additional
Indebtedness and Disqualified Capital Stock" or clause (c) of this definition;
(e) JCC and its Subsidiaries may incur Indebtedness in an aggregate amount
outstanding at any time (including any Indebtedness issued to refinance,
replace, or refund such Indebtedness) of up to $5.0 million;
(f) JCC and the Guarantors may incur Indebtedness incurred pursuant to the
Credit Facility up to an aggregate principal amount outstanding (including any
Indebtedness issued to refinance, refund or replace such Indebtedness in whole
or in part) at any time of $600.0 million, plus accrued interest and additional
expense and reimbursement obligations with respect thereto and such additional
amounts as may be deemed to be outstanding in the form of Interest Swap and
Hedging Obligations with lenders party to the Credit Facility, minus the amount
of any such Indebtedness retired with Net Cash Proceeds from any Asset Sale;
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(g) JCC and the Subsidiary Guarantors may incur Indebtedness under Interest
Swap and Hedging Obligations that do not increase the Indebtedness of the
Company other than as a result of fluctuations in interest or foreign currency
exchange rates provided that such Interest Swap and Hedging Obligations are
incurred for the purpose of providing interest rate protection with respect to
Indebtedness permitted under the Indenture or to provide currency exchange
protection in connection with revenues generated in currencies other than U.S.
dollars;
(h) Subsidiaries may incur Acquired Indebtedness if JCC at the time of such
incurrence could incur such Indebtedness pursuant to the Leverage Ratio in the
covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified
Capital Stock"; and
(i) JCC and its Subsidiaries may incur Indebtedness existing on the Issue
Date.
"PERMITTED INVESTMENT" means:
(a) Investments in any of the Notes;
(b) Cash Equivalents;
(c) intercompany loans to the extent permitted under clause (b) of the
definition of "Permitted Indebtedness" and intercompany security agreements
relating thereto;
(d) loans, advances or investments in existence on the Issue Date;
(e) Investments in a person substantially all of whose assets are of a type
generally used in a Related Business (an "Acquired Person") if, as a result of
such Investments, (i) the Acquired Person immediately thereupon is or becomes a
Subsidiary of the Company, or (ii) the Acquired Person immediately thereupon
either (1) is merged or consolidated with or into the Company or any of its
Subsidiaries and the surviving person is the Company or a Subsidiary of the
Company or (2) transfers or conveys all or substantially all of its assets, or
is liquidated into, JCC or any of its Subsidiaries.
(f) Investments in a person with whom JCC or any of its Subsidiaries have
entered into, (i) local marketing agreements or time brokerage agreements
pursuant to which JCC or any one of its Subsidiaries programs substantial
portions of the broadcast day on such person's radio broadcast station(s) and
sells advertising time during such program segments for its own account or (ii)
joint sales agreements pursuant to which JCC or any of its Subsidiaries sells
substantially all of the advertising time for such person's radio broadcast
station(s);
(g) Investments that are in persons which will have the purpose of
furthering the operations of JCC and its Subsidiaries not to exceed $10.0
million; and
(h) demand deposit accounts maintained in the ordinary course of business.
"PERMITTED LIEN" means (a) Liens existing on the Issue Date; (b) Liens
imposed by governmental authorities for taxes, assessments or other charges or
levies not yet subject to penalty or which are being contested in good faith and
by appropriate proceedings, if adequate reserves with respect thereto are
maintained on the books of JCC in accordance with GAAP as of the date of
determination; (c) statutory liens of carriers, warehousemen, mechanics,
materialmen, landlords, repairmen or other like Liens arising by operation of
law in the ordinary course of business provided that (i) the underlying
obligations are not overdue for a period of more than 60 days, or (ii) such
Liens are being contested in good faith and by appropriate proceedings and
adequate reserves with respect thereto are maintained on the books of JCC in
accordance with GAAP as of the date of determination; (d) Liens securing the
performance of bids, trade contracts (other than borrowed money), leases,
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business and
deposits made in the ordinary course of business to secure obligations of public
utilities; (e) easements, rights-of-way, zoning, building restrictions,
reservations, encroachments, exceptions, covenants, similar restrictions and
other similar encumbrances or title defects which, singly or in the aggregate,
do not in any
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case materially detract from the value of the property, subject thereto (as such
property is used by JCC or any of its Subsidiaries) or interfere with the
ordinary conduct of the business of JCC or any of its Subsidiaries; (f) Liens
arising by operation of law in connection with judgments, provided, that the
execution or other enforcement of such Liens is effectively stayed and that the
claims secured thereby are being contested in good faith by appropriate
proceedings; (g) pledges or deposits made in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other types of
social security legislation; (h) Liens securing Indebtedness of a person
existing at the time such person becomes a Subsidiary or is merged with or into
JCC or a Subsidiary or Liens securing Indebtedness incurred in connection with
an Acquisition, PROVIDED that such Liens were in existence prior to the date of
such acquisition, merger or consolidation, were not incurred in anticipation
thereof, and do not extend to any other assets; (i) leases or subleases granted
to other persons in the ordinary course of business not materially interfering
with the conduct of the business of JCC or any of its Subsidiaries or materially
detracting from the value of the relative assets of JCC or any of its
Subsidiaries; (j) Liens arising from precautionary Uniform Commercial Code
financing statement filings regarding operating leases entered into by JCC or
any of its Subsidiaries in the ordinary course of business; and (k) Liens
securing Refinancing Indebtedness incurred to refinance any Indebtedness that
was previously so secured in a manner no more adverse to the Holders of the
Notes than the terms of the Liens securing such refinanced Indebtedness provided
that the Indebtedness secured is not increased and the lien is not extended to
any additional assets or property, (l) Liens in favor of the Adminstrative Agent
pursuant to the Credit Facility and (m) Liens on property of a Subsdiary of JCC
provided that such Liens secure only obligations owing by such Subsidiary to JCC
or another Subsidiary of JCC.
"PRODUCTIVE ASSETS" means assets of a kind used or usable by JCC and its
Subsidiaries in a Related Business.
"PUBLIC OFFERING" means a firm commitment underwritten primary offering of
Capital Stock of Jacor or JCC.
"QUALIFIED CAPITAL STOCK" means any Capital Stock of JCC that is not
Disqualified Capital Stock.
"QUALIFIED EXCHANGE" means any legal defeasance, redemption, retirement,
repurchase or other acquisition of Capital Stock or Indebtedness of JCC issued
on or after the Issue Date with the Net Cash Proceeds received by JCC from the
substantially concurrent sale of Qualified Capital Stock or any exchange of
Qualified Capital Stock for any Capital Stock or Indebtedness issued on or after
the Issue Date.
"REFERENCE PERIOD" with regard to any person means the four full fiscal
quarters (or such lesser period during which such person has been in existence)
ended immediately preceding any date upon which any determination is to be made
pursuant to the terms of the Notes or the Indenture.
"REFINANCING INDEBTEDNESS" means Indebtedness or Disqualified Capital Stock
(a) issued in exchange for, or the proceeds from the issuance and sale of which
are used substantially concurrently to repay, redeem, defease, refund,
refinance, discharge or otherwise retire for value, in whole or in part, or (b)
constituting an amendment, modification or supplement to, or a deferral or
renewal of ((a) and (b) above are, collectively, a "Refinancing"), any
Indebtedness or Disqualified Capital Stock in a principal amount or, in the case
of Disqualified Capital Stock, liquidation preference, not to exceed (after
deduction of reasonable and customary fees and expenses incurred in connection
with the Refinancing) the lesser of (i) the principal amount or, in the case of
Disqualified Capital Stock, liquidation preference, of the Indebtedness or
Disqualified Capital Stock so Refinanced and (ii) if such Indebtedness being
Refinanced was issued with an original issue discount, the accreted value
thereof (as determined in accordance with GAAP) at the time of such Refinancing;
PROVIDED, that (A) such Refinancing Indebtedness of any Subsidiary of JCC shall
only be used to Refinance outstanding Indebtedness or Disqualified Capital Stock
of such Subsidiary, (B) such Refinancing Indebtedness shall (x) not have an
Average Life shorter than the Indebtedness or Disqualified Capital Stock to be
so refinanced at the time of such Refinancing and (y) in
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all respects, be no less subordinated or junior, if applicable, to the rights of
Holders of the Notes than was the Indebtedness or Disqualified Capital Stock to
be refinanced and (C) such Refinancing Indebtedness shall have no installment of
principal (or redemption payment) scheduled to come due earlier than the
scheduled maturity of any installment of principal of the Indebtedness or
Disqualified Capital Stock to be so refinanced which was scheduled to come due
prior to the Stated Maturity.
"RELATED BUSINESS" means the business conducted (or proposed to be
conducted) by JCC and its Subsidiaries as of the Issue Date and any and all
businesses that in the good faith judgment of the Board of Directors of JCC are
materially related businesses.
"RELATED PERSON" means any person who controls, is controlled by or is under
common control with an Excluded Person; PROVIDED that for purposes of this
definition "control" means the beneficial ownership of more than 50% of the
total voting power of a person normally entitled to vote in the election of
directors, managers or trustees, as applicable of a person.
"RESTRICTED INVESTMENT" means, in one or a series of related transactions,
any Investment, other than investments in Permitted Investments; PROVIDED,
HOWEVER, that a merger of another person with or into JCC or a Subsidiary
Guarantor shall not be deemed to be a Restricted Investment so long as the
surviving entity is JCC or a direct wholly owned Subsidiary Guarantor.
"RESTRICTED PAYMENT" means, with respect to any person, (a) the declaration
or payment of any dividend or other distribution in respect of Equity Interests
of such person or any parent or Subsidiary of such person, (b) any payment on
account of the purchase, redemption or other acquisition or retirement for value
of Equity Interests of such person or any Subsidiary or parent of such person,
(c) other than with the proceeds from the substantially concurrent sale of, or
in exchange for, Refinancing Indebtedness any purchase, redemption, or other
acquisition or retirement for value of, any payment in respect of any amendment
of the terms of or any defeasance of, any Subordinated Indebtedness, directly or
indirectly, by such person or a parent or Subsidiary of such person prior to the
scheduled maturity, any scheduled repayment of principal, or scheduled sinking
fund payment, as the case may be, of such Indebtedness and (d) any Restricted
Investment by such person; PROVIDED, HOWEVER, that the term "Restricted Payment"
does not include (i) any dividend, distribution or other payment on or with
respect to Capital Stock of an issuer to the extent payable solely in shares of
Qualified Capital Stock of such issuer; (ii) any dividend, distribution or other
payment to JCC, or to any of its wholly owned Subsidiary Guarantors, by any of
the Subsidiaries of JCC; or (iii) loans or advances to any Subsidiary Guarantor
the proceeds of which are used by such Subsidiary Guarantor in a Related
Business activity of such Subsidiary Guarantor.
"SENIOR DEBT" of JCC or any Guarantor means Indebtedness (including any
monetary obligation in respect of the Credit Facility, and interest, whether or
not such interest is allowed or allowable, accruing on Indebtedness incurred
pursuant to the Credit Facility at the contracted-for rate after the
commencement of any proceeding under any bankruptcy, insolvency or similar law)
of JCC or such Guarantor arising under the Credit Facility or that, by the terms
of the instrument creating or evidencing such Indebtedness, is expressly
designated Senior Debt and made senior in right of payment to the Notes or the
applicable Guarantee; provided, that in no event shall Senior Debt include (a)
Indebtedness to any Subsidiary of JCC or any officer, director or employee of
JCC or any Subsidiary of JCC, (b) Indebtedness incurred in violation of the
terms of the Indenture, (c) Indebtedness to trade creditors, (d) Disqualified
Capital Stock and (e) any liability for taxes owed or owing by JCC or such
Guarantor.
"SIGNIFICANT SUBSIDIARY" shall have the meaning provided under Regulation
S-X of the Securities Act, as in effect on the Issue Date.
"STATED MATURITY," when used with respect to any Note, means December 15,
2006.
"SUBORDINATED INDEBTEDNESS" means Indebtedness of JCC or a Guarantor that is
subordinated in right of payment to the Notes or such Guarantee, as applicable,
in any respect or has a stated maturity on or after the Stated Maturity.
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"SUBSIDIARY," with respect to any person, means (i) a corporation a majority
of whose Capital Stock with voting power, under ordinary circumstances, to elect
directors is at the time, directly or indirectly, owned by such person, by such
person and one or more Subsidiaries of such person or by one or more
Subsidiaries of such person, (ii) any other person (other than a corporation) in
which such person, one or more Subsidiaries of such person, or such person and
one or more Subsidiaries of such person, directly or indirectly, at the date of
determination thereof has at least majority ownership interest, or (iii) a
partnership in which such person or a Subsidiary of such person is, at the time,
a general partner and in which such person, directly or indirectly, at the date
of determination thereof has at least a majority ownership interest.
"SUBSIDIARY GUARANTORS" means (i) the Present Subsidiary Guarantors
identified in the following sentence and (ii) Future Subsidiary Guarantors that
become Subsidiary Guarantors pursuant to the terms of the Indenture, but
excluding any Persons whose guarantees have been released pursuant to the terms
of the Indenture. The "PRESENT SUBSIDIARY GUARANTORS" means Jacor Broadcasting
Corporation; Broadcast Finance, Inc.; Jacor Broadcasting of Florida, Inc.; Jacor
Broadcasting of Atlanta, Inc.; Jacor Broadcasting of Colorado, Inc.; Jacor
Broadcasting of Tampa Bay, Inc.; Jacor Cable, Inc.; Georgia Network Equipment,
Inc.; Jacor Broadcasting of San Diego, Inc.; Jacor Broadcasting of St. Louis,
Inc.; Jacor Broadcasting of Sarasota, Inc.; Noble Broadcast Group, Inc.; Jacor
Broadcasting of Denver, Inc.; Noble Broadcast of San Diego, Inc.; JBSL, Inc.;
Jacor Broadcasting of Toledo, Inc.; Jacor Broadcasting of Youngstown, Inc. Nova
Marketing Group, Inc.; Noble Broadcast Licenses, Inc.; Noble Broadcast Holdings,
Inc.; Sports Radio Broadcasting, Inc.; Nobro, S.C.; Sports Radio, Inc.; Noble
Broadcast Center, Inc.; Citicasters Co.; GAAC-N26LB, Inc.; GACC-340, Inc.; Cine
Guarantors, Inc.; Great American Television Productions, Inc.; Cine Guarantors
II, Inc.; Great American Merchandising Group, Inc.; Taft-TCI Satellite Services,
Inc.; Cine Films, Inc.; The Sy Fischer Company Agency, Inc.; Location
Productions, Inc.; Location Productions II, Inc.; VTTV Productions; F.M.I.
Pennsylvania, Inc.; Inmobiliaria Radial, S.A. de C.V.; WHOK, Inc.; Cine Mobile
Systems Int'l. N.V.; Cine Movil S.A. de C.V.; Cine Guarantors II, Ltd.; Jacor
Broadcasting of Charleston, Inc.; Jacor Broadcasting of Kansas City, Inc.; Jacor
Broadcasting of Las Vegas, Inc.; Jacor Broadcasting of Las Vegas II, Inc.; Jacor
Broadcasting of Louisville, Inc.; Jacor Broadcasting of Louisville II, Inc.;
Jacor Broadcasting of Salt Lake City, Inc.; Jacor Broadcasting of Salt Lake City
II, Inc.; Jacor Licensee of Charleston, Inc.; Jacor Licensee of Kansas City,
Inc.; Jacor Licensee of Las Vegas, Inc.; Jacor Licensee of Las Vegas II, Inc.;
Jacor Licensee of Louisville, Inc.; Jacor Licensee of Louisville II, Inc.; Jacor
Licensee of Salt Lake City, Inc.; Jacor Licensee of Salt Lake City II, Inc.;
Jacor/Premier Holding, Inc; NSN Network Services, Ltd.; Premier Radio Networks,
Inc.; MultiVerse Acquisition Corp. and Radio-Active Media, Inc. each a direct or
indirect subsidiary of the Company or any successor entity, whether by merger,
consolidation, change of name or otherwise.
"TAX SHARING AGREEMENT" means any agreements between JCC and Jacor pursuant
to which JCC may make payments to Jacor with respect to JCC's Federal, state, or
local income or franchise tax liabilities where JCC is included in a
consolidated, unitary or combined return filed by Jacor; PROVIDED, HOWEVER, that
the payment by JCC under such agreement may not exceed the liability of Jacor
for such taxes if it had filed its income tax returns as a separate company.
BOOK-ENTRY, DELIVERY AND FORM
The certificates representing the Exchange Notes will be issued in fully
registered form. Except as described in the next paragraph, the Exchange Notes
initially will be in the form of one or more registered global book-entry notes
without interest coupons (collectively, the "Global Exchange Notes") and will be
deposited with the Trustee as custodian for The Depository Trust Company, New
York, New York ("DTC") and registered in the name of DTC or its nominee, in each
case for credit to the accounts of Direct and Indirect Participants (as defined
below). Exchange Notes held by Institutional Accredited Investors will be issued
in registered certificated form (a "Certificated Exchange Note").
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The Global Exchange Notes may be transferred, in whole and not in part, only
to another nominee of DTC or to a successor of DTC or its nominee in certain
limited circumstances. Beneficial interests in the Global Exchange Notes may be
exchanged for Notes in certificated form in certain limited circumstances.
Initially, the Trustee will act as Paying Agent and Registrar. The Exchange
Notes may be presented for registration of transfer and exchange at the offices
of the Registrar.
DEPOSITARY PROCEDURES
DTC has advised JCC that DTC is a limited-purpose trust company created to
hold securities for its participating organizations (collectively, the "Direct
Participants") and to facilitate the clearance and settlement of transactions in
those securities between Direct Participants through electronic book-entry
changes in accounts of Participants. The Direct Participants include securities
brokers and dealers (including the Initial Purchasers), banks, trust companies,
clearing corporations and certain other organizations. Access to DTC's system is
also available to other entities that clear through or maintain a direct or
indirect, custodial relationship with a Direct Participant (collectively, the
"Indirect Participants"). DTC may hold securities beneficially owned by other
persons only through the Direct Participants or Indirect Participants and such
other persons' ownership interest and transfer of ownership interest will be
recorded only on the records of the Direct Participation and/or Indirect
Participant, and not on the records maintained by DTC.
DTC has also advised JCC that, pursuant to DTC procedures, (i) upon deposit
of the Global Exchange Notes, DTC will credit the accounts of Direct
Participants designated by the Initial Purchaser with portions of the principal
amount of Global Exchange Notes allocated by the Initial Purchasers to such
Direct Participants, and (ii) DTC will maintain records of the ownership
interests of Direct Participants in the Global Exchange Notes and the transfer
of ownership interests by and between Direct Participants. DTC will not maintain
records of the ownership interests of, or the transfer of ownership interests by
and between, Indirect Participants or other owners of beneficial interests in
the Global Exchange Notes. Direct Participants and the Indirect Participants
must maintain their own records of the ownership interests of, and the transfer
of ownership interests by and between, Indirect Participants and other owners of
beneficial interests in the Global Exchange Notes.
Investors in the Global Exchange Notes may hold their interests therein
directly through DTC if they are Direct Participants in DTC or indirectly
through organizations which are Direct Participants in DTC. All ownership
interests in any Global Exchange Notes may be subject to the procedures and
requirements of DTC.
The laws of some states require that certain persons take physical delivery
in definitive, certificated form, of securities that they own. This may limit or
curtail the ability to transfer beneficial interests in a Global Exchange Note
to such persons. Because DTC can act only on behalf of Direct Participants,
which in turn act on behalf of Indirect Participants and others, the ability of
a person having a beneficial interest in a Global Exchange Note to pledge such
interest to persons or entities that are not Direct Participants in DTC, or to
otherwise take actions in respect of such interests, may be affected by the lack
of physical certificates evidencing such interests.
EXCEPT AS DESCRIBED BELOW, OWNERS OF BENEFICIAL INTERESTS IN THE GLOBAL
EXCHANGE NOTES WILL NOT HAVE EXCHANGE NOTES REGISTERED IN THEIR NAMES, WILL NOT
RECEIVE PHYSICAL DELIVERY OF EXCHANGE NOTES IN CERTIFICATED FORM AND WILL NOT BE
CONSIDERED THE REGISTERED OWNERS OR HOLDERS THEREOF UNDER THE INDENTURE FOR ANY
PURPOSE.
Under the terms of the Indenture, JCC, the Guarantors and the Trustee will
treat the persons in whose names the Exchange Notes are registered (including
Exchange Notes represented by Global Exchange Notes) as the owners thereof for
the purpose of receiving payments and for any and all other purposes whatsoever.
Payments in respect of the principal, premium, Liquidated Damages (as defined
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herein), if any, and interest on Global Exchange Notes registered in the name of
DTC or its nominee will be payable by the Trustee to DTC or its nominee as the
registered holder under the Indenture. Consequently, neither JCC, the Trustee
nor any agent of the JCC, the Guarantors or the Trustee has or will have any
responsibility or liability for (i) any aspect of DTC's records or any Direct
Participant's or Indirect Participant's records relating to or payments made on
account of beneficial ownership interests in the Global Exchange Notes or for
maintaining, supervising or reviewing any of DTC's records or any Direct
Participant's or Indirect Participant's records relating to the beneficial
ownership interests in any Global Exchange Note or (ii) any other matter
relating to the actions and practices of DTC or any of its Direct Participants
or Indirect Participants.
DTC has advised JCC that its current payment practice (for payments of
principal, interest and the like) with respect to securities such as the
Exchange Notes is to credit the accounts of the relevant Direct Participants
with such payment on the payment date in amounts proportionate to such Direct
Participant's respective holdings in principal amount of its ownership interests
in the Global Exchange Notes as shown on DTC's records. Payments by Direct
Participants and Indirect Participants to the beneficial owners of the Exchange
Notes will be governed by standing instructions and customary practices between
them and will not be the responsibility of DTC, the Trustee, JCC or the
Guarantors. Neither JCC, the Guarantors nor the Trustee will be liable for any
delay by DTC or its Direct Participants or Indirect Participants in identifying
the beneficial owners of the Notes, and, the Guarantors and the Trustee may
conclusively rely on and will be protected in relying on instructions from DTC
or its nominee as the registered owner of the Exchange Notes for all purposes.
The Global Exchange Notes will trade in DTC's Same-Day Funds Settlement
System and, therefore, transfers between Direct Participants in DTC will be
effected in accordance with DTC's procedures, and will be settled in immediately
available funds. Transfers between Indirect Participants who hold an interest
through a Direct Participant will be effected in accordance with the procedures
of such Direct Participant but generally will settle in immediately available
funds.
DTC has advised JCC that it will take any action permitted to be taken by a
holder of Exchange Notes only at the direction of one or more Direct
Participants to whose account interests in the Global Exchange Notes are
credited and only in respect of such portion of the aggregate principal amount
of the Exchange Notes as to which such Direct Participant or Direct Participants
has or have given direction. However, if there is an Event of Default under the
Notes, DTC reserves the right to exchange Global Exchange Notes (without the
direction of one or more of its Direct Participants) for Exchange Notes in
certificated form, and to distribute such certificated forms of Exchange Notes
to its Direct Participants.
None of JCC, the Guarantors, the Initial Purchasers or the Trustee will have
any responsibility for the performance by DTC, or its respective Direct and
Indirect Participants of their respective obligations under the rules and
procedures governing any of their operations.
The information in this section concerning DTC and its book-entry system has
been obtained from sources that JCC believes to be reliable, but JCC takes no
responsibility for the accuracy thereof.
EXCHANGE OFFER; REGISTRATION RIGHTS; LIQUIDATED DAMAGES
JCC, the Guarantors and the Initial Purchasers entered into a registration
rights agreement (the "Registration Rights Agreement") on the Issue Date
pursuant to which JCC and the Guarantors agreed, for the benefit of the Holders
of the Notes, that they will, at their cost, (i) use their reasonable best
efforts to file, within 90 days after the Issue Date, a registration statement
under the Securities Act (an "Exchange Offer Registration Statement") with the
Commission with respect to a registered offer to exchange (the "Exchange
Offer"), the Notes and the guarantees for new notes which will have terms
substantially identical to the Notes, including the guarantees (the "New Notes")
(except that such New Notes will not contain terms with respect to transfer
restrictions and the identity of the Guarantors may change in accordance with
the terms of the Indenture) and (ii) use their reasonable best efforts to cause
such
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Exchange Offer Registration Statement to be declared effective under the
Securities Act within 180 days after the Issue Date. The Registration Statement
satisfies this requirement. See "The Exchange Offer."
In the event that applicable interpretations of the staff of the Commission
do not permit the Company and the Guarantors to effect the Exchange Offer, or if
for any other reason the Exchange Offer is not consummated by the earlier of (x)
60 days after the effective date of the Exchange Offer Registration Statement
and (y) 240 days after the Issue Date, JCC and the Guarantors, will, at their
own expense, (a) within 45 days after such filing obligation arises, use their
reasonable best efforts to file a shelf registration statement covering resales
of the Notes (a "Shelf Registration Statement"), (b) use their reasonable best
efforts to cause such Shelf Registration Statement to be declared effective
under the Securities Act on or prior to 135 days after such obligation arises
and (c) use their reasonable best efforts to keep effective such Shelf
Registration Statement until 24 months following the Issue Date and such time as
all of the Notes have been sold thereunder or otherwise cease to be Transfer
Restricted Securities (as defined in the Registration Rights Agreement). JCC
will, in the event a Shelf Registration Statement is required to be filed,
provide to each Holder of the Notes copies of the prospectus which is a part of
such Shelf Registration Statement, notify each such Holder when such Shelf
Registration Statement for the Notes has become effective and take certain other
actions as are required to permit unrestricted resales of the Notes. A holder or
beneficial owner of the Notes who sells such Notes pursuant to the Shelf
Registration Statement generally will be required to be named as a selling
security holder in the related prospectus and to deliver a prospectus to
purchasers, will be subject to certain of the civil liability provisions under
the Securities Act in connection with such sales and will be bound by the
provisions of the Registration Rights Agreement which is applicable to such a
holder or beneficial owner (including certain indemnification and contribution
rights and obligations).
Each Note will contain a legend to the effect that the Holder thereof, by
its acceptance of such Note, will be deemed to have agreed to be bound by and to
comply with the provisions of the Registration Rights Agreement. In that regard,
the Registration Rights Agreement will provide that JCC may, by notice to the
Holders, require the Holders to suspend the use of the prospectus which is a
part of the Shelf Registration Statement (and, in the case of Participating
Broker-Dealers, the prospectus which is part of the Exchange Offer Registration
Statement) (i) for any number of periods not to exceed 45 days in the aggregate
in any 12-month period (other than the 60-day period preceding the last day of
the period during which the Company is required to keep the Shelf Registration
Statement effective) under certain circumstances relating solely to certain
material acquisitions and dispositions involving Jacor or any of its
subsidiaries ("Material Business Combinations") or (ii) if any change in such
prospectus or the related registration statement is required so that it will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading (other than because of a Material Business Combination) or in certain
other circumstances (any period during which the use of such prospectus is
suspended as provided in clause (i) or (ii) above being hereinafter called a
"Blackout Period," and any period during which the use of such prospectus is
suspended as provided in clause (i) being hereinafter called a "Business
Combination Blackout Period"); provided that, in any such case, the period
during which JCC and the Guarantors are required to use their reasonable best
efforts to keep the Shelf Registration Statement effective (and, in the case of
Participating Broker-Dealers, the period during which JCC and the Guarantors are
required to use their reasonable best efforts to make available a prospectus)
will be extended by a like number of days.
Although the Company has filed the Exchange Offer Registration Statement,
there can be no assurance that the Exchange Offer will be consummated. If (a)
JCC fails to consummate the Exchange Offer within 45 days of the earlier of the
effectiveness of the Exchange Offer Registration Statement or the date specified
for such effectiveness ("The Effectiveness Target Date"), (b) the Shelf
Registration Statement is not filed on or before the date specified for such
filing, (c) the Shelf Registration Statement is not declared effective by the
Commission on or prior to the Effectiveness Target Date, (d) the Shelf
Registration Statement is declared effective but thereafter the Shelf
Registration Statement ceases to be
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effective or the Shelf Registration Statement or the prospectus which is a part
thereof ceases to usable (other than because of a Business Combination Blackout
Period) in connection with resales of Notes during the period specified in the
Registration Rights Agreement, (e) the prospectus which is a part of the
Exchange Offer Registration Statement ceases to be usable during the period
specified in the Registration Rights Agreement (other than because of a Business
Combination Blackout Period) in connection with the resale of New Notes by
Participating Broker-Dealers, or (f) a Business Combination Blackout Period
shall have occurred during the 60-day period preceding the end of the period
during which the Company is required to keep the Shelf Registration Statement
effective or the aggregate number of days in all Business Combination Blackout
Periods during any 12-month period shall have exceeded 45 days (each such event
referred to in clauses (a) through (f) above a "Registration Default"), then JCC
and the Guarantors will pay Liquidated Damages to each Holder of the Notes (or,
in the case of Registration Defaults referred to in clause (e), to Participating
Broker-Dealers who own Notes), with respect to the first 90-day period
immediately following the occurrence of such Registration Default in an amount
equal to $.05 per week per $1,000 principal amount of the Notes held by such
Holder. Upon a Registration Default, liquidated damages ("Liquidated Damages")
will accrue at the rate specified above until such Registration Default is cured
and the amount of Liquidated Damages will increase by an additional $.05 per
week per $1,000 principal amount of Notes with respect to each subsequent 90-day
period until all Registration Defaults have been cured, up to a maximum amount
of liquidated damages of $.25 per week per $1,000 principal amount of Notes
(regardless of whether one or more than one Registration Default is continuing).
Accrued Liquidated Damages will be paid by JCC on each Interest Payment Date to
the Holders of Notes entitled to receive the interest payable on such date by
wire transfer of immediately available funds or by mailing checks to their
registered addresses if no such accounts have been specified and, in the case of
any redemption of Notes or repurchase of Notes pursuant to a Change of Control
Offer or an Asset Sale Offer, accrued Liquidated Damages payable in respect of
the Notes (or portions thereof) to be so redeemed or purchased shall be paid to
the persons entitled to receive accrued and unpaid interest on such Notes on the
relevant redemption date or purchase date, as applicable.
The summary herein of certain provisions of the Registration Rights
Agreement does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, all the provisions of the Registration Rights
Agreement, which is an exhibit hereto.
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The exchange of Old Notes for Exchange Notes should not constitute a taxable
event for the Holders for federal income tax purposes. Consequently, no gain or
loss should be recognized by Holders upon receipt of the Exchange Notes. For
purposes of determining gain or loss upon the subsequent sale or exchange of
Exchange Notes, a Holder's basis in Exchange Notes should be the same as such
Holder's basis in the Old Notes exchanged therefor. Holders should be considered
to have held the Exchange Notes from the time of their original acquisition of
the Old Notes.
In any event, persons considering the exchange of Old Notes for Exchange
Notes should consult their own tax advisors concerning the United States federal
income tax consequences in light of their particular situations as well as any
consequences arising under the laws of any other taxing jurisdictions.
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DESCRIPTION OF INDEBTEDNESS
The summaries contained herein of certain of the indebtedness of Jacor and
JCC do not purport to be complete and are qualified in their entirety by
reference to the provisions of the various agreements and indentures related
thereto, copies of which have been filed with the Commission and to which
reference is hereby made.
THE CREDIT FACILITY
Jacor's credit facility, as amended and restated as of September 16, 1997
(the "Credit Facility"), with certain banks and other financial institutions
provides for the availability of up to $1.15 billion of loans to JCC in two
components: (i) a revolving credit facility of up to $750.0 million with
mandatory semi-annual commitment reductions beginning June 30, 2000 and a final
maturity date of December 31, 2004 and (ii) a term loan of $400.0 million with
scheduled semi-annual reductions beginning December 31, 1999 and a final
maturity date of December 31, 2004. The Credit Facility bears interest at a rate
that fluctuates with a bank base rate and/or the Eurodollar rate per annum.
The loans under the Credit Facility are guaranteed by each of Jacor's direct
and indirect subsidiaries other than certain immaterial subsidiaries. JCC's
obligations under the Credit Facility are secured by a first priority lien on
the capital stock of Jacor's and JCC's subsidiaries by an assignment of all
intercompany debt and of certain time brokerage agreements, and by the guarantee
of JCC's parent, Jacor.
The Credit Facility contains covenants and provisions that restrict, among
other things, JCC's ability to: (i) incur additional indebtedness; (ii) incur
liens on its property; (iii) make investments and advances; (iv) enter into
guarantees and other contingent obligations; (v) merge or consolidate with or
acquire another person or engage in other fundamental changes; (vi) engage in
certain sales of assets; (vii) engage in certain transactions with affiliates;
and (viii) make restricted junior payments. The Credit Facility also requires
the satisfaction of certain financial performance criteria (including a
consolidated interest coverage ratio, a debt-to-operating cash flow ratio and a
consolidated operating cash flow available for fixed charges ratio) and the
repayment of loans under the Credit Facility with proceeds of certain sales of
assets and debt issuances.
Events of default under the Credit Facility include various events of
default customary for such type of agreement, such as failure to pay scheduled
payments when due, cross defaults on other indebtedness, change of control
events under other indebtedness (including the LYONs, the 10 1/8% Notes, the
9 3/4% Notes and the Notes) and certain events of bankruptcy, insolvency and
reorganization. In addition, the Credit Facility includes events of default for
JCC relating to the cessation of any lien on any of the collateral under the
Credit Facility as a perfected first priority lien and the failure of
Zell/Chilmark designees to represent at least 30% of the Jacor Board of
Directors.
For purposes of the Credit Facility, a change of control includes the
occurrence of any event that triggers a change of control under the LYONs, the
10 1/8% Notes, the 9 3/4% Notes or the Notes. Such change of control under the
Credit Facility would constitute an event of default which would give the
syndicate the right to accelerate the unpaid principal amounts due under the
Credit Facility. Upon such acceleration, there is no assurance that JCC will
have funds available to fund such repayment or that such funds will be available
on terms acceptable to JCC.
THE 10 1/8% NOTES
In June 1996, JCAC, Inc. (a predecessor to JCC) conducted an offering (the
"10 1/8% Notes Offering") whereby JCAC, Inc. issued and sold 10 1/8% Senior
Subordinated Notes due 2006 (the "10 1/8% Notes") in an aggregate principal
amount of $100.0 million. The 10 1/8% Notes were issued pursuant to an Indenture
between JCAC, Inc. and First Trust of Illinois, National Association, as Trustee
(the "10 1/8% Note Indenture"). JCAC, Inc. then lent the net proceeds of the
1996 10 1/8% Notes Offering to Jacor. The 10 1/8%
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Notes have interest payment dates of June 15 and December 15, commencing on
December 15, 1996, and mature on June 15, 2006.
The 10 1/8% Note Indenture contains certain covenants which impose certain
limitations and restrictions on the ability of Jacor to incur additional
indebtedness, pay dividends or make other distributions, make certain loans and
investments, apply the proceeds of asset sales (and use the proceeds thereof),
create liens, enter into certain transactions with affiliates, merge,
consolidate or transfer substantially all its assets and make investments in
unrestricted subsidiaries.
If a change of control occurs, JCC will be required to offer to repurchase
all outstanding 1996 10 1/8% Notes at a price equal to 101% of their principal
amount, plus accrued and unpaid interest, if any, to the date of repurchase.
There can be no assurance that JCC will have sufficient funds to purchase all of
the 10 1/8% Notes in the event of a change of control offer or that JCC would be
able to obtain financing for such purpose on favorable terms, if at all. In
addition, the Credit Facility restricts JCC's ability to repurchase the 10 1/8%
Notes, including pursuant to a change of control offer. Furthermore, a change of
control under the 10 1/8% Note Indenture will result in a default under the
Credit Facility.
As used herein, a "Change of Control" will mean (i) any merger or
consolidation of JCC with or into any person or any sale, transfer or other
conveyance, whether direct or indirect, of all or substantially all of any of
the assets of JCC, on a consolidated basis, in one transaction or a series of
related transactions, if, immediately after giving effect to such
transaction(s), any "person" or "group" (as such terms are used for purposes of
Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) (other
than an Excluded Person) is or becomes the "beneficial owner," directly or
indirectly, of more than 50% of the total voting power in the aggregate normally
entitled to vote in the election of directors, managers, or trustees, as
applicable, of the transferee(s) or surviving entity or entities, (ii) any
"person" or "group" (as such terms are used for purposes of Sections 13(d) and
14(d) of the Exchange Act, whether or not applicable) (other than an Excluded
Person) is or becomes the "beneficial owner," directly or indirectly, of more
than 50% of the total voting power in the aggregate of all classes of Capital
Stock of JCC then outstanding normally entitled to vote in elections of
directors, or (iii) during any period of 12 consecutive months after the Issue
Date, individuals who at the beginning of any such 12-month period constituted
the Board of Directors of JCC (together with any new directors whose election by
such Board or whose nomination for election by the shareholders of JCC was
approved by a vote of a majority of the directors then still in office who were
either directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors of JCC then in office.
The events of default under the 10 1/8% Note Indenture include various
events of default customary for such type of agreement, including the failure to
pay principal and interest when due on the 10 1/8% Notes, cross defaults on
other indebtedness for borrowed monies in excess of $5.0 million (which
indebtedness would therefore include the Credit Facility, the LYONs, the 9 3/4%
Notes and the Notes) and certain events of bankruptcy, insolvency and
reorganization.
THE LIQUID YIELD OPTION-TM- NOTES
Also in June 1996, Jacor conducted an offering (the "LYONs Offering")
whereby Jacor issued and sold Senior Liquid Yield Option-TM- Notes due June 12,
2011 (the "LYONs") in the aggregate principal amount at maturity of $259.9
million. Each LYON had an Issue Price of $443.14 and a principal amount at
maturity of $1,000. The LYONs were issued pursuant to an Indenture between Jacor
and The Bank of New York, as Trustee (the "LYONs Indenture").
Each LYON is convertible, at the option of the Holder, at any time on or
prior to maturity, unless previously redeemed or otherwise purchased, into Jacor
Common Stock at a conversion rate of 13.412 shares per LYON. The conversion rate
will not be adjusted for accrued original issue discount, but will be subject to
adjustment upon the occurrence of certain events affecting the Jacor Common
Stock. Upon
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conversion, the Holder will not receive any cash payment representing accrued
original issue discount; such accrued original issue discount will be deemed
paid by the Jacor Common Stock received by the Holder on conversion.
The LYONs are not redeemable by Jacor prior to June 12, 2001. Thereafter,
the LYONs are redeemable for cash at any time at the option of Jacor, in whole
or in part, at redemption prices equal to the issue price plus accrued original
issue discount to the date of redemption.
The LYONs will be purchased by Jacor, at the option of the Holder, on June
12, 2001 and June 12, 2006, for a Purchase Price of $581.25 and $762.39
(representing issue price plus accrued original issue discount to each date),
respectively, representing a 5.50% yield per annum to the Holder on such date,
computed on a semiannual bond equivalent basis. Jacor, at its option, may elect
to pay the purchase price on any such purchase date in cash or Jacor Common
Stock, or any combination thereof. In addition, as of 35 business days after the
occurrence of a change in control of Jacor occurring on or prior to June 12,
2001, each LYON will be purchased for cash, by Jacor, at the option of the
Holder, for a change in control purchase price equal to the issue price plus
accrued original issue discount to the change in control purchase date set for
such purchase. The change in control purchase feature of the LYONs may in
certain circumstances have an antitakeover effect.
Under the LYONs Indenture, a "Change in Control" of Jacor is deemed to have
occurred at such time as (i) any person (as the term "person" is used in Section
13(d)(3) or Section 14(d)(2) of the Exchange Act) other than Zell/Chilmark,
Jacor, any Subsidiary of Jacor, or any employee benefit plan of either Jacor or
any Subsidiary of Jacor, files a Schedule 13D or 14D-1 under the Exchange Act
(or any successor schedule, form or report) disclosing that such person has
become the beneficial owner of 50% or more of the Jacor Common Stock or other
capital stock of Jacor into which such Jacor Common Stock is reclassified or
changed, with certain exceptions, or (ii) there shall be consummated any
consolidation or merger of Jacor (a) in which Jacor is not the continuing or
surviving corporation or (b) pursuant to which the Jacor Common Stock would be
converted into cash, securities or other property, in each case, other than a
consolidation or merger of Jacor in which the holders of Jacor Common Stock
immediately prior to the consolidation or merger own, directly or indirectly, at
least a majority of Jacor Common Stock of the continuing or surviving
corporation immediately after the consolidation or merger. A Change of Control
under the LYONs Indenture constitutes an event of default under the Credit
Facility. See "-- The Credit Facility."
The LYONs Indenture includes various events of default customary for such
type of agreement, such as cross defaults on other indebtedness for borrowed
monies in excess of $10.0 million (which indebtedness would therefore include
the Credit Facility, the 9 3/4% Notes, the 10 1/8% Notes and the Notes) and
certain events of bankruptcy, insolvency and reorganization.
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THE 9 3/4% NOTES
In December 1996, JCC conducted an offering (the "9 3/4% Notes Offering")
whereby JCC issued and sold 9 3/4% Senior Subordinated Notes due 2006 (the
"9 3/4% Notes") in an aggregate principal amount of $170.0 million. The 9 3/4%
Notes were issued pursuant to an Indenture between JCC and The Bank of New York,
as Trustee (the "9 3/4% Note Indenture"). JCC then lent the net proceeds of the
9 3/4% Notes Offering to Jacor. The 9 3/4% Notes have interest payment dates of
June 15 and December 15, commencing on June 15, 1997, and mature on December 15,
2006.
The 9 3/4% Note Indenture contains certain covenants which impose certain
limitations and restrictions on the ability of Jacor to incur additional
indebtedness, pay dividends or make other distributions, make certain loans and
investments, apply the proceeds of asset sales (and use the proceeds thereof),
create liens, enter into certain transactions with affiliates, merge,
consolidate or transfer substantially all its assets and make investments in
unrestricted subsidiaries.
If a change of control occurs, JCC will be required to offer to repurchase
all outstanding 9 3/4% Notes at a price equal to 101% of their principal amount,
plus accrued and unpaid interest, if any, to the date of repurchase. There can
be no assurance that JCC will have sufficient funds to purchase all of the
9 3/4% Notes in the event of a change of control offer or that JCC would be able
to obtain financing for such purpose on favorable terms, if at all. In addition,
the Credit Facility restricts JCC's ability to repurchase the 9 3/4% Notes,
including pursuant to a change of control offer. Furthermore, a change of
control under the 9 3/4% Note Indenture will result in a default under the
Credit Facility.
As used herein, a "Change of Control" will mean (i) any merger or
consolidation of JCC with or into any person or any sale, transfer or other
conveyance, whether direct or indirect, of all or substantially all of any of
the assets of JCC, on a consolidated basis, in one transaction or a series of
related transactions, if, immediately after giving effect to such
transaction(s), any "person" or "group" (as such terms are used for purposes of
Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) (other
than an Excluded Person) is or becomes the "beneficial owner," directly or
indirectly, of more than 50% of the total voting power in the aggregate normally
entitled to vote in the election of directors, managers, or trustees, as
applicable, of the transferee(s) or surviving entity or entities, (ii) any
"person" or "group" (as such terms are used for purposes of Sections 13(d) and
14(d) of the Exchange Act, whether or not applicable) (other than an Excluded
Person) is or becomes the "beneficial owner," directly or indirectly, of more
than 50% of the total voting power in the aggregate of all classes of Capital
Stock of JCC then outstanding normally entitled to vote in elections of
directors, or (iii) during any period of 12 consecutive months after the Issue
Date, individuals who at the beginning of any such 12-month period constituted
the Board of Directors of JCC (together with any new directors whose election by
such Board or whose nomination for election by the shareholders of JCC was
approved by a vote of a majority of the directors then still in office who were
either directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors of JCC then in office.
The events of default under the 9 3/4% Note Indenture include various events
of default customary for such type of agreement, including the failure to pay
principal and interest when due on the 9 3/4% Notes, cross defaults on other
indebtedness for borrowed monies in excess of $5.0 million (which indebtedness
would therefore include the Credit Facility, the LYONs, the 10 1/8% Notes and
the Notes) and certain events of bankruptcy, insolvency and reorganization.
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PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Notes for its own account pursuant
to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Notes. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of Exchange Notes received in exchange for Old Notes
where such Old Notes were acquired as a result of market-making activities or
other trading activities. To the extent any such broker-dealer participates in
the Exchange Offer and so notifies JCC, or causes JCC to be so notified in
writing, JCC has agreed that a period ending on the earlier of (i) 180 days
after consummation of the Exchange Offer (subject to extension on certain
events) and (ii) the date on which all participating broker-dealers have sold
their Exchange Notes it will make this Prospectus, as amended or supplemented,
available to such broker-dealer for use in connection with any such resale, and
will promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal.
JCC will not receive any proceeds from any sale of Exchange Notes by
broker-dealers. Exchange Notes received by broker-dealers for their own account
pursuant to the Exchange Offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the Exchange Notes or a combination of such methods of
resale, at prevailing market prices at the time of resale, at prices related to
such prevailing market prices or at negotiated prices. Any such resale may be
made directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such Exchange Notes. Any broker-dealer
that resells Exchange Notes that were received by it for its own account
pursuant to the Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Notes may be deemed to be an "underwriter" within
the meaning of the Securities Act, and any profit on any such resale of Exchange
Notes and any commissions or concessions received by any such persons may be
deemed to be underwriting compensation under the Securities Act. The Letter of
Transmittal states that, by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
JCC has agreed to pay all expenses incident to the Exchange Offer (other
than commissions and concessions of any broker-dealers), subject to certain
prescribed limitations, and will indemnify the holders of the Old Notes against
certain liabilities, including certain liabilities that may arise under the
Securities Act.
By its acceptance of the Exchange Offer, any broker-dealer that receives
Exchange Notes pursuant to the Exchange Offer hereby agrees to notify JCC prior
to using the Prospectus in connection with the sale or transfer of Exchange
Notes, and acknowledges and agrees that, upon receipt of notice from JCC of the
happening of any event which makes any statement in the Prospectus untrue in any
material respect or which requires the making of any changes in the Prospectus
in order to make the statements therein not misleading or which may impose upon
JCC disclosure obligations that may have a material adverse effect on JCC (which
notice JCC agrees to deliver promptly to such broker-dealer), such broker-dealer
will suspend use of the Prospectus until JCC has notified such broker-dealer
that delivery of the Prospectus may resume and has furnished copies of any
amendment or supplement to the Prospectus to such broker-dealer.
61
<PAGE>
EXPERTS
The consolidated balance sheets of Jacor Communications, Inc. and
Subsidiaries as of December 31, 1996 and 1995 and the consolidated statements of
operations, shareholders' equity and cash flows for each of the three years in
the period ended December 31, 1996; the combined balance sheets of EFM Media
Management, Inc., EFM Publishing, Inc. and PAM Media, Inc. (the "Combined EFM
Companies") as of December 31, 1995 and 1996 and related combined statements of
operations, changes in retained earnings and cash flows for the years ended
December 31, 1994, 1995 and 1996; the balance sheets of Archon Communications,
Inc. as of December 31, 1996 and March 31, 1997 and related statements of
income, statements of changes in stockholders' equity and statements of cash
flows for the period July 6, 1995 (Date of Inception) to December 31, 1995, the
year ended December 31, 1996 and the three months ended March 31, 1997; and the
combined balance sheets of Synergy Broadcast Investment Enterprises, L.L.C.,
Worldstar, Inc. and MultiVerse Networks L.L.C. as of September 28, 1997 and the
combined balance sheets of Shanahan Broadcasting, Inc., Worldstar, Inc. and
MultiVerse Networks, L.L.C. as of December 29, 1996 and December 31, 1995, and
related combined statements of income, shareholders' equity and cash flows for
the nine month period ended September 28, 1997, the year ended December 29, 1996
and the ten months ended December 31, 1995 each incorporated by reference in the
Registration Statement, have been incorporated herein by reference in reliance
on the reports of Coopers & Lybrand L.L.P., independent accountants, given on
the authority of that firm as experts in accounting and auditing.
The consolidated financial statements of Premiere Radio Networks, Inc. at
December 31, 1996 and 1995, and for each of the three years in the period ended
December 31, 1996, appearing in Jacor Communications, Inc.'s Current Report on
Form 8-K(A) dated April 7, 1997 have been audited by Ernst & Young LLP,
independent auditors as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
The balance sheets of Jacor Broadcasting of Youngstown, Inc. (formerly WN
Broadcasting Corp.) as of December 31, 1996, 1995 and 1994 and the related
statements of operations, retained earnings and cash flows for each of the three
years in the period ended December 31, 1996, appearing in Jacor Communications,
Inc.'s Current Report on Form 8-K dated November 21, 1997, have been audited by
William T. Ogden, Inc., independent certified public accountants as set forth in
their report thereon included therein and incorporated herein by reference. Such
report and financial statements are incorporated herein by reference in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.
LEGAL MATTERS
Certain legal matters will be passed upon for Jacor by Graydon, Head &
Ritchey, Cincinnati, Ohio.
62
<PAGE>
- ----------------------------------------------
----------------------------------------------
- ----------------------------------------------
----------------------------------------------
NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFERING
OTHER THAN THOSE CONTAINED IN THE PROSPECTUS, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THE PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY BY ANYONE
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
-------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information............................... 2
Incorporation of Certain Documents by Reference..... 3
Prospectus Summary.................................. 4
Risk Factors........................................ 11
Use of Proceeds..................................... 14
Consolidated Ratios of Earnings to Fixed Charges.... 14
Selected Historical Financial Data.................. 15
Business............................................ 17
The Exchange Offer.................................. 17
The Exchange Notes.................................. 28
Certain U.S. Federal Income Tax Consequences........ 56
Description of Indebtedness......................... 57
Plan of Distribution................................ 61
Experts............................................. 62
Legal Matters....................................... 62
</TABLE>
$150,000,000
JACOR COMMUNICATIONS
COMPANY
GUARANTEED BY
[LOGO]
8 3/4% SERIES B SENIOR SUBORDINATED
NOTES DUE 2007
-----------------
PROSPECTUS
-----------------
NOVEMBER , 1997
- ----------------------------------------------
----------------------------------------------
- ----------------------------------------------
----------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS/INFORMATION STATEMENT
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Jacor, being incorporated under the General Corporation Law of the State of
Delaware, is empowered by Section 145 of such law ("Statute"), subject to the
procedures and limitations stated in the Statute, to indemnify any person
("Indemnitee") against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the
Indemnitee in connection with any threatened, pending or completed action, suit
or proceeding to which an Indemnitee is made a party or threatened to be made a
party by reason of the Indemnitee's being or having been a director, officer,
employee or agent of Jacor or a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise at the
request of Jacor. The Statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a person
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise. The Statute also provides that Jacor may
purchase insurance on behalf of any director, officer, employee or agent.
Article Sixth of Jacor's Certificate of Incorporation contains provisions
permitted by Section 102 of the General Corporation Law of the State of Delaware
which eliminate personal liability of members of its board of directors for
violations of their fiduciary duty of care. Neither the Delaware General
Corporation Law nor the Certificate of Incorporation, however, limits the
liability of a director for breaching such director's duty of loyalty, failing
to act in good faith, engaging in intentional misconduct or knowingly violating
a law, paying a dividend or approving a stock repurchase under circumstances
where such payment or repurchase is not permitted under the Statute, or
obtaining an improper personal benefit.
Article 8 of Jacor's Bylaws provides that Jacor is obligated to indemnify an
Indemnitee in each and every situation where Jacor is obligated to make such
indemnification pursuant to the Statute. Jacor must also indemnify an Indemnitee
in each and every situation where, under the Statute, Jacor is not obligated but
is nevertheless permitted or empowered to make such indemnification. However,
before making such indemnification with respect to any situation covered by the
preceding sentence, (i) Jacor shall promptly make or cause to be made, by any of
the methods referred to in subsection (d) of the Statute, a determination as to
whether the Indemnitee acted in good faith and in a manner such indemnitee
reasonably believed to be in or not opposed to the best interests of Jacor, and,
in the case of any criminal action or proceeding, had no reasonable cause to
believe that such Indemnitee's conduct was unlawful and (ii) no such
indemnification shall be made unless it is determined that such Indemnitee acted
in good faith and in a manner such Indemnitee reasonably believed to be in or
not opposed to the best interests of Jacor, and, in the case of any criminal
action or proceeding, had no reasonable cause to believe that such Indemnitee's
conduct was unlawful.
Pursuant to authority contained in its Bylaws, Jacor maintains in force a
standard directors' and officers' liability insurance policy providing a
coverage of $10,000,000 against liability incurred by any director or officer in
his or her capacity as such.
The preceding discussion of the Statute and Jacor's Certificate of
Incorporation and Bylaws is not intended to be exhaustive and is qualified in
its entirety by reference to the complete texts of Jacor's Certificate of
Incorporation and Bylaws and to the Statute.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
See Index to Exhibits.
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
II-1
<PAGE>
(1) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(2) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other Items of the applicable form.
(3) That every prospectus (i) that is filed pursuant to paragraph (2), or
(ii) purports to meet the requirements of Section 10(a)(3) of the Act and is
used in connection with an offering of securities subject to Rule 415, will be
filed as a part of an amendment to the registration statement and will not be
used until such amendment is effective, and that, for purposes of determining
any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(4) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions described under Item 20 above, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(5) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to the
request.
(6) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involves therein, that
was not the subject of and included in the registration statement when it became
effective.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky on this 24th day of November, 1997.
JACOR COMMUNICATIONS, INC.
By: /s/ JON M. BERRY
-------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT AND TREASURER
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ R. CHRISTOPHER WEBER*
- -------------------------------------- --------------------------------------
Randy Michaels R. Christopher Weber
CHIEF EXECUTIVE OFFICER AND DIRECTOR SENIOR VICE PRESIDENT, CHIEF FINANCIAL
OFFICER AND ASSISTANT SECRETARY
/s/ ROBERT L. LAWRENCE* /s/ ROD F. DAMMEYER*
- -------------------------------------- --------------------------------------
Robert L. Lawrence Rod F. Dammeyer
PRESIDENT, CHIEF OPERATING OFFICER AND DIRECTOR
DIRECTOR
/s/ SAMUEL ZELL* /s/ F. PHILIP HANDY*
- -------------------------------------- --------------------------------------
Samuel Zell F. Philip Handy
CHAIRMAN OF THE BOARD AND DIRECTOR DIRECTOR
/s/ SHELI Z. ROSENBERG* /s/ MARC LASRY*
- -------------------------------------- --------------------------------------
Sheli Z. Rosenberg Marc Lasry
VICE CHAIRMAN AND DIRECTOR DIRECTOR
/s/ JOHN W. ALEXANDER* /s/ MAGGIE WILDEROTTER*
- -------------------------------------- --------------------------------------
John W. Alexander Maggie Wilderotter
DIRECTOR DIRECTOR
/s/ PETER C.B. BYNOE*
- --------------------------------------
Peter C. B. Bynoe
DIRECTOR
*By: /s/ JON M.
BERRY
--------------------------
Jon M. Berry,
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR COMMUNICATIONS COMPANY
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
ASSISTANT SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ R. CHRISTOPHER WEBER*
- -------------------------------------- --------------------------------------
Randy Michaels R. Christopher Weber
PRESIDENT SENIOR VICE PRESIDENT, CHIEF FINANCIAL
OFFICER AND DIRECTOR
/s/ JON M. BERRY
- --------------------------------------
Jon M. Berry
DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF
ATTORNEY PREVIOUSLY FILED.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
BROADCAST FINANCE, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
/s/ R. CHRISTOPHER WEBER*
- --------------------------------------
R. Christopher Weber
DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF
ATTORNEY PREVIOUSLY FILED.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
CINE FILMS, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF
ATTORNEY PREVIOUSLY FILED.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
CINE GUARANTORS, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF
ATTORNEY PREVIOUSLY FILED.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
CINE GUARANTORS II, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF
ATTORNEY PREVIOUSLY FILED.
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
CINE GUARANTORS II, LTD.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF
ATTORNEY PREVIOUSLY FILED.
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
CINE MOBILE SYSTEMS INT'L. N.V.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF
ATTORNEY PREVIOUSLY FILED.
II-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
CINE MOVIL S.A. DE C.V.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF
ATTORNEY PREVIOUSLY FILED.
II-11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
CITICASTERS CO.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
/s/ R. CHRISTOPHER WEBER*
- --------------------------------------
R. Christopher Weber
DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF
ATTORNEY PREVIOUSLY FILED.
II-12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
F.M.I. PENNSYLVANIA, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF
ATTORNEY PREVIOUSLY FILED.
II-13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
GACC-N26LB, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF
ATTORNEY PREVIOUSLY FILED.
II-14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
GACC-340, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF
ATTORNEY PREVIOUSLY FILED.
II-15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
GEORGIA NETWORK EQUIPMENT, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF
ATTORNEY PREVIOUSLY FILED.
II-16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
GREAT AMERICAN MERCHANDISING GROUP, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF
ATTORNEY PREVIOUSLY FILED.
II-17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
GREAT AMERICAN TELEVISION PRODUCTIONS, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF
ATTORNEY PREVIOUSLY FILED.
II-18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
INMOBILIARIA RADIAL, S.A. DE C.V.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ R. CHRISTOPHER WEBER*
- -------------------------------------- --------------------------------------
Randy Michaels R. Christopher Weber
PRESIDENT AND DIRECTOR TREASURER AND DIRECTOR
/s/ JON M. BERRY
- --------------------------------------
Jon M. Berry
DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF
ATTORNEY PREVIOUSLY FILED.
II-19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR BROADCASTING CORPORATION
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
/s/ R. CHRISTOPHER WEBER*
- --------------------------------------
R. Christopher Weber
DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF
ATTORNEY PREVIOUSLY FILED.
II-20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR BROADCASTING OF ATLANTA, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF
ATTORNEY PREVIOUSLY FILED.
II-21
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR BROADCASTING OF CHARLESTON, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-22
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR BROADCASTING OF COLORADO, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF
ATTORNEY PREVIOUSLY FILED.
II-23
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR BROADCASTING OF DENVER, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-24
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR BROADCASTING OF FLORIDA, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT AND DIRECTOR TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-25
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR BROADCASTING OF KANSAS CITY, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-26
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR BROADCASTING OF LAS VEGAS, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-27
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR BROADCASTING OF LAS VEGAS II, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-28
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR BROADCASTING OF LOUISVILLE, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-29
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR BROADCASTING OF LOUISVILLE II, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-30
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR BROADCASTING OF SALT LAKE CITY, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-31
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR BROADCASTING OF SALT LAKE CITY II, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-32
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR BROADCASTING OF SAN DIEGO, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
/s/ R. CHRISTOPHER WEBER*
- --------------------------------------
R. Christopher Weber
DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-33
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR BROADCASTING OF SARASOTA, INC.
By: /s/ Jon M. Berry
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER
/s/ R. CHRISTOPHER WEBER*
- --------------------------------------
R. Christopher Weber
DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-34
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR BROADCASTING OF ST. LOUIS, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-35
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR BROADCASTING OF TAMPA BAY, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-36
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR BROADCASTING OF TOLEDO, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-37
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR BROADCASTING OF YOUNGSTOWN, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Amendment No. 1 to Registration Statement No. 333-35273 and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully as to
all intents and purposes as such signatory might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
/s/ R. CHRISTOPHER WEBER
- --------------------------------------
R. Christopher Weber
DIRECTOR
II-38
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR CABLE, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-39
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR LICENSEE OF CHARLESTON, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-40
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR LICENSEE OF KANSAS CITY, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-41
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR LICENSEE OF LAS VEGAS, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-42
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR LICENSEE OF LAS VEGAS II, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-43
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR LICENSEE OF LOUISVILLE, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-44
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR LICENSEE OF LOUISVILLE II, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-45
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR LICENSEE OF SALT LAKE CITY, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-46
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR LICENSEE OF SALT LAKE CITY II, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-47
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JACOR/PREMIERE HOLDING, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-48
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
JBSL, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
/s/ R. CHRISTOPHER WEBER*
- --------------------------------------
R. Christopher Weber
DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-49
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
LOCATION PRODUCTIONS, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-50
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
LOCATION PRODUCTIONS II, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-51
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
MULTIVERSE ACQUISITION CORP.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Amendment No. 1 to Registration Statement No. 333-35273 and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully as to
all intents and purposes as such signatory might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ STEPHEN C. LEHMAN /s/ DANIEL M. YUKELSON
- -------------------------------------- --------------------------------------
Stephen C. Lehman Daniel M. Yukelson
PRESIDENT AND CHIEF EXECUTIVE OFFICER SECRETARY, SENIOR VICE PRESIDENT OF
FINANCE AND
CHIEF FINANCIAL OFFICER
/s/ JON M. BERRY
- --------------------------------------
Jon M. Berry
DIRECTOR
II-52
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
NOBLE BROADCAST CENTER, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-53
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
NOBLE BROADCAST GROUP, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-54
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
NOBLE BROADCAST HOLDINGS, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-55
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
NOBLE BROADCAST LICENSES, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-56
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
NOBLE BROADCAST OF SAN DIEGO, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-57
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
NOBRO, S.C.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ R. CHRISTOPHER WEBER*
- -------------------------------------- --------------------------------------
Randy Michaels R. Christopher Weber
PRESIDENT AND DIRECTOR TREASURER AND DIRECTOR
/s/ JON M. BERRY
- --------------------------------------
Jon M. Berry
DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-58
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
NOVA MARKETING GROUP, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-59
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
NSN NETWORK SERVICES, LTD.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-60
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
PREMIERE RADIO NETWORKS, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ STEPHEN C. LEHMAN* /s/ DANIEL M. YUKELSON*
- -------------------------------------- --------------------------------------
Stephen C. Lehman Daniel M. Yukelson
PRESIDENT AND CHIEF EXECUTIVE OFFICER SECRETARY, SENIOR VICE PRESIDENT OF
FINANCE AND
CHIEF FINANCIAL OFFICER
/s/ JON M. BERRY
- --------------------------------------
Jon M. Berry
DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-61
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
RADIO-ACTIVE MEDIA, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-62
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
SPORTS RADIO BROADCASTING, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-63
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
SPORTS RADIO, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-64
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
TAFT-TCI SATELLITE SERVICES, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-65
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
THE SY FISCHER COMPANY AGENCY, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-66
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
VTTV PRODUCTIONS
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-67
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement No. 333-35273 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on this 24th day of November, 1997.
WHOK, INC.
By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement No. 333-35273 has been signed on
November 24, 1997 by the following persons in the capacities indicated.
Principal Executive Officer: Principal Financial and Accounting
Officer:
/s/ RANDY MICHAELS* /s/ JON M. BERRY
- -------------------------------------- --------------------------------------
Randy Michaels Jon M. Berry
PRESIDENT TREASURER AND DIRECTOR
/s/ R. CHRISTOPHER WEBER*
- --------------------------------------
R. Christopher Weber
DIRECTOR
*By: /s/ JON M. BERRY
----------------------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.
II-68
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
2.1 Agreement and Plan of Merger dated February 12, 1996 among Citicasters Inc. ("Citicasters"), Jacor
Communications, Inc. ("Jacor") and JCAC, Inc. Incorporated by reference to Exhibit 2.1 to Jacor's
Current Report on Form 8-K dated February 27, 1996.*
2.2 Warrant Agreement dated as of September 18, 1996 between Jacor and KeyCorp Shareholder Services, Inc.,
as warrant agent. Incorporated by reference to Exhibit 4.1 to Jacor's Current Report on Form 8-K dated
October 3, 1996.*
2.3 Supplemental Agreement dated as of September 18, 1996 between Jacor and KeyCorp Shareholder Services,
Inc., as warrant agent. Incorporated by reference to Exhibit 4.2 of Jacor's Current Report on Form 8-K
dated October 3, 1996.*
2.4 Registration Rights Agreement dated as of August 5, 1996 among Jacor, JCAC, Inc., Great American
Insurance Company, American Financial Corporation, American Financial Enterprises, Inc., Carl H.
Lindner, The Carl H. Lindner Foundation, and S. Craig Lindner. Incorporated by reference to Exhibit
2.22 to Jacor's Post-Effective Amendment No. 1 on Form S-3 to Form S-4 (File No. 333-6639).*
2.5 Stock Purchase and Stock Warrant Redemption Agreement dated as of February 20, 1996 among Jacor,
Prudential Venture Partners II, L.P., Northeast Ventures, II, John T. Lynch, Frank A. DeFrancesco,
Thomas R. Jiminez, William R. Arbenz, CHIC, Incorporated, Bankers Life Holding Corporation and Noble
Broadcast Group, Inc. ("Noble") (omitting exhibits not deemed material or filed separately in executed
form). [Prudential and Northeast are sometimes referred to hereinafter as the "Class A Stockholders";
Lynch, DeFrancesco, Jiminez and Arbenz as the "Class B Stockholders"; and CHIC and Bankers Life as the
"Warrant Sellers."] Incorporated by reference to Exhibit 2.1 to Jacor's Current Report on Form 8-K
dated March 6, 1996, as amended.*
2.6 Investment Agreement dated as of February 20, 1996, among Jacor, Noble and the Class B Stockholders
(omitting exhibits not deemed material). Incorporated by reference to Exhibit 2.2 to Jacor's Current
Report on Form 8-K dated March 6, 1996, as amended.*
2.7 Asset Exchange Agreement dated as of September 26, 1996 between Citicasters Co. and Pacific and Southern
Company, Inc. (omitting schedules and exhibits not deemed material). Incorporated by reference to
Exhibit 2.1 to Jacor's Current Report on Form 8-K dated October 11, 1996.*
2.8 Agreement and Plan of Merger dated as of October 8, 1996 ("Regent Merger Agreement") between Jacor and
Regent Communications, Inc. (omitting schedules and exhibits not deemed material). Incorporated by
reference to Exhibit 2.1 to Jacor's Current Report on Form 8-K dated October 23, 1996.*
2.9 Warrant Agreement dated as of February 27, 1997 between Jacor and KeyCorp Shareholder Services, Inc., as
warrant agent (included as Exhibit B to Regent Merger Agreement). Incorporated by reference to Exhibit
4.1 to Jacor's Current Report on Form 8-K dated May 5, 1997.*
2.10 Registration Rights Agreement dated as of October 8, 1996 among Jacor and the parties listed in Schedule
I thereto (included as Exhibit I to Regent Merger Agreement). Incorporated by reference to Exhibit 2.4
to Jacor's Current Report on Form 8-K dated October 23, 1996.*
2.11 Form of Plan and Agreement of Merger between Jacor and New Jacor, Inc. Incorporated by reference to
Annex VII to the Proxy Statement/Information Statement/Prospectus to Jacor's Form S-4 Registration
Statement (File No. 333-6639).*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
2.12 Asset Purchase Agreement dated as of March 17, 1997 among JCC, EFM Programming, Inc., EFM Media
Management, Inc., EFM Publishing, Inc. and PAM Media, Inc. Incorporated by reference to Exhibit 2.1 to
Jacor's Current Report on Form 8-K dated March 21, 1997, as amended.*
2.13 Agreement and Plan of Merger dated as of April 7, 1997 among Jacor, Jacor Communications Company
("JCC"), PRN Holding Acquisition Corp. and Premiere Radio Networks, Inc. (omitting schedules and
exhibits not deemed material). Incorporated by reference to Exhibit 2.1 to Jacor's Current Report on
Form 8-K dated April 8, 1997, as amended.*
2.14 Shareholders' Agreement dated as of April 7, 1997 by and among Jacor, JCC, Archon Communications, Inc.
("Archon"), the stockholders of Archon and certain shareholders of Premiere (omitting schedules deemed
not material). Incorporated by reference to Exhibit 2.2 to Jacor's Current Report on Form 8-K dated
April 8, 1997, as amended.*
2.15 Stock Purchase Agreement dated as of April 7, 1997 among Jacor, JCC, Archon Communications Partners LLC
and News America Holdings Incorporated (omitting schedules and exhibits not deemed material).
Incorporated by reference to Exhibit 2.3 to Jacor's Current Report on Form 8-K dated April 8, 1997, as
amended.*
2.16 Purchase Agreement dated June 11, 1997, by and among JCC, the Company, the Subsidiary Guarantors named
therein, Donaldson, Lufkin & Jenrette Securities Corporation, Chase Securities, Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated. Incorporated by reference to Exhibit 2.1 to Jacor's
Current Report on Form 8-K dated June 26, 1997, as amended.*
2.17 Registration Rights Agreement dated June 17, 1997 among JCC, Jacor, the Subsidiary Guarantors named
therein, Donaldson, Lufkin & Jenrette Securities Corporation, Chase Securities, Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated. Incorporated by reference to Exhibit 4.2 to Jacor's
Current Report on Form 8-K dated June 26, 1997, as amended.*
4.1 Indenture dated as of June 12, 1996 between Jacor and The Bank of New York for Jacor's Liquid Yield
Option Notes Due 2001. Incorporated by reference to Exhibit 4.23 to Jacor's Form S-4 Registration
Statement (File No. 333-6639).*
4.2 Indenture dated as of June 12, 1996 among Jacor, JCAC, Inc. and First Trust of Illinois, National
Association for JCAC, Inc.'s 10 1/8% Senior Subordinated Notes due 2006 and Jacor's Guaranty thereof.
Incorporated by reference to Exhibit 4.24 to Jacor's Form S-4 Registration Statement (File No.
333-6639).*
4.3 Effectiveness Agreement dated as of September 16, 1997 among JCC, the Lenders named therein (the
"Lenders"), The Chase Manhattan Bank, as Administrative Agent, Banque Paribas, as Documentation Agent,
and Bank of America National Trust and Savings Association (as successor by merger to Bank of America,
Illinois), as Syndication Agent (omitting schedules and exhibits not deemed material). Incorporated by
reference to Exhibit 4.1 to Jacor's Current Report on Form 8-K dated September 30, 1997*
4.4 Credit Agreement dated as of June 12, 1996 as amended and restated as of February 14, 1997 and as
further amended and restated as of September 16, 1997 ("Credit Agreement") among JCC, the Lenders,
Bank of America National Trust and Savings Association (as successor by merger to Bank of America,
Illinois), as Syndication Agent, Banque Paribas, as Documentation Agent, and The Chase Manhattan Bank,
as Administrative Agent (omitting schedules and exhibits not deemed material) (included as Exhibit A
to Effectiveness Agreement). Incorporated by reference to Exhibit 4.2 to Jacor's Current Report on
Form 8-K dated September 30, 1997*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
4.5 Security Agreement dated as of June 12, 1996 by and between JCAC, Inc. and Chemical Bank as
Administrative Agent. Incorporated by reference to Exhibit 4.28 to Jacor's Form S-4 Registration
Statement (File No. 333-6639).*
4.6 Parent Guaranty dated as of June 12, 1996 and as amended and restated as of September 16, 1997 by Jacor
in favor of The Chase Manhattan Bank (as successor by merger to Chemical Bank), as Administrative
Agent, for the Lenders and any Interest Rate Hedge Providers (as defined in the Credit Agreement).
Incorporated by reference to Exhibit 4.3 to Jacor's Current Report on Form 8-K dated September 30,
1997.*
4.7 Pledge Agreement dated as of June 12, 1996 by and between Jacor and Chemical Bank, as Administrative
Agent for the Agents (as defined in the Credit Agreement), the Lenders and any Interest Rate Hedge
Providers. Incorporated by reference to Exhibit 4.30 to Jacor's Form S-4 Registration Statement (File
No. 333-6639).*
4.8 Indenture dated as of December 17, 1996 among JCC, Jacor, the Subsidiary Guarantors named therein (the
"Subsidiary Guarantors") and The Bank of New York for JCC's 9 3/4% Senior Subordinated Notes due 2006
and Jacor's and the Subsidiary Guarantors' Guaranty thereof. Incorporated by reference to Exhibit 4.9
to Jacor's Form S-3 Registration Statement (File No. 333-19291).*
4.9 Stock Option Agreement dated as of June 23, 1993 between Jacor and Rod F. Dammeyer covering 10,000
shares of Jacor's common stock.(1) Incorporated by reference to Exhibit 4.3 to Jacor's Quarterly
Report on Form 10-Q dated August 13, 1993.*
4.10 Stock Option Agreement dated as of December 15, 1994 between Jacor and Rod F. Dammeyer covering 5,000
shares of Jacor's common stock.(2) Incorporated by reference to Exhibit 4.23 to Jacor's Quarterly
Report on Form 10-Q dated August 13, 1993.*
4.11 Indenture dated as of June 17, 1997 among JCC, Jacor, the Subsidiary Guarantors named therein (the
"Subsidy Guarantors") and The Bank of New York for JCC's 8 3/4% Senior Subordinated Notes due 2007 and
Jacor's and the Subsidiary Guarantors' Guaranty thereof. Incorporated by reference to Exhibit 4.1 to
Jacor's Current Report on Form 8-K dated June 26, 1997, as amended.*
4.12 Form of 8 3/4% Series A Senior Subordinated Note due 2007 (included as part of Indenture listed as
Exhibit 4.11 which is incorporated by reference to Exhibit 4.1 to Jacor's Current Report on Form 8-K
dated June 26, 1997, as amended).*
4.13 Form of 8 3/4% Series B Senior Subordinated Note due 2007 (included as part of Indenture listed as
Exhibit 4.11 which is incorporated by reference to Exhibit 4.1 to Jacor's Current Report on Form 8-K
dated June 26, 1997, as amended).*
4.14 Reaffirmation Agreement dated as of September 16, 1997 among The Chase Manhattan Bank, as Administrative
Agent for the benefit of the Agents, the Issuing Banks, the Lenders and any Interest Rate Hedge
Providers (each as defined in the Credit Agreement), Jacor, JCC and each subsidiary of JCC.
Incorporated by reference to Exhibit 4.4 to Jacor's Current Report on Form 8-K dated September 30,
1997.*
4.15 First Supplemental Indenture dated as of September 16, 1997 (Supplemental to Indenture dated as of June
12, 1996) between JCC, Jacor and First Trust National Association for JCC's 10 1/8% Senior
Subordinated Notes due 2006 and Jacor's Guaranty thereof. Incorporated by reference to Exhibit 4.5 to
Jacor's Current Report on Form 8-K dated September 30, 1997.*
4.16 First Supplemental Indenture dated as of September 16, 1997 (Supplemental to Indenture dated as of
December 17, 1996) between JCC, Jacor, the Subsidiary Guarantors named therein, and The Bank of New
York for JCC's 9 3/4% Senior Subordinated Notes due 2006 and Jacor's and the Subsidiary Guarantors'
Guarantees thereof. Incorporated by reference to Exhibit 4.6 to Jacor's Current Report on Form 8-K
dated September 30, 1997.*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
4.17 First Supplemental Indenture dated as of September 16, 1997 (Supplemental to Indenture dated as of June
17, 1997) between JCC, Jacor, the Subsidiary Guarantors named therein, and The Bank of New York for
JCC's 8 3/4% Senior Subordinated Notes due 2007 and Jacor's and the Subsidiary Guarantors' Guarantees
thereof. Incorporated by reference to Exhibit 4.7 to Jacor's Current Report on Form 8-K dated
September 30, 1997.*
5 Opinion of Graydon, Head & Ritchey.
10.1+ Employment Agreement dated as of January 17, 1997 between Jacor and Paul F. Solomon. Incorporated by
reference to Exhibit 10.4 to Jacor's Current Report on Form 8-K dated May 5, 1997.*
10.2+ Jacor Communications, Inc. 1993 Stock Option Plan. Incorporated by reference to Exhibit 99 to Jacor's
Quarterly Report on Form 10-Q dated August 13, 1993.*
10.3+ Jacor Communications, Inc. 1995 Employee Stock Purchase Plan. Incorporated by reference to Exhibit 4.01
to Jacor's Registration Statement on Form S-8, filed on November 9, 1994.*
10.4+ Jacor Communications, Inc. Executive Stock Unit Plan effective as of November 7, 1996. Incorporated by
reference to Exhibit 10.5 to Jacor's Annual Report on Form 10-K for the year ended December 31, 1996.*
10.5+ Jacor Communications, Inc. 1996 Non-Employee Directors Stock Units. Incorporated by reference to Exhibit
10.6 to Jacor's Annual Report on Form 10-K for the year ended December 31, 1996.*
10.6+ Jacor Communications, Inc. Amended and Restated 1995 Employee Stock Purchase Plan. Incorporated by
reference to Annex 1 to Jacor's Definitive Proxy Statement filed April 30, 1997.*
10.7+ Jacor Communications, Inc. 1997 Long-Term Incentive Stock Plan. Incorporated by reference to Annex 2 to
Jacor's Definitive Proxy Statement filed April 30, 1997.*
10.8+ Jacor Communications, Inc. 1997 Short-Term Incentive Plan. Incorporated by reference to Annex 3 to
Jacor's Definitive Proxy Statement filed April 30, 1997.*
10.9+ Jacor Communications, Inc. 1997 Non-Employee Directors Stock Purchase Plan. Incorporated by reference to
Annex 4 to Jacor's Definitive Proxy Statement filed April 30, 1997.*
10.10+ Jacor Communications, Inc. 1997 Non-Employee Directors Stock Plan. Incorporated by reference to Annex 5
to Jacor's Definitive Proxy Statement filed April 30, 1997.*
11 Statement re: computation of per share earnings. Incorporated by reference to Exhibit 11 to Jacor's
Annual Report on Form 10-K for the year ended December 31, 1996.*
12 Computation of Ratio of Earnings to Fixed Charges.
21 Subsidiaries of Jacor.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of William T. Ogden, Inc.
23.4 Consent of Graydon, Head & Ritchey (to be included in opinion of counsel filed as Exhibit 5).
24.1 Powers of Attorney of directors and officers signing this Registration Statement are part of the
Signature Pages.
24.2 Power of Attorney of Randy Michaels.**
25 Statement of Eligibility of The Bank of New York on Form T-1.**
27 Financial Data Schedule of Jacor. Incorporated by reference to Jacor's Annual Report on Form 10-K for
the year ended December 31, 1996, as amended.*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
99.1 Form of Letter of Transmittal.**
99.2 Form of Notice of Guaranteed Delivery.**
</TABLE>
- ------------------------
(1) Identical documents were entered into with John W. Alexander, F. Philip
Handy and Marc Lasry.
(2) Identical documents were entered into with John W. Alexander, F. Philip
Handy, Marc Lasry and Sheli Z. Rosenberg. Pursuant to substantially
identical documents, (a) a grant of 5,000 stock options was made to each of
these five individuals in February 1996 and (b) a grant of 5,000 stock
options was made to each of these five individuals and to Samuel Zell, Peter
C. B. Bynoe and Maggie Wilderotter in April 1997.
(+) Management Contracts and Compensatory Arrangements.
(*) Incorporated by reference.
(**) Filed previously.
<PAGE>
EXHIBIT 5
GRAYDON, HEAD & RITCHEY
1900 Fifth Third Center
Cincinnati, Ohio 43202
(513) 621-6464
(513) 651-3836 (fax)
November 24, 1997
Jacor Communications, Inc.
50 E. RiverCenter Boulevard
12th Floor
Covington, Kentucky 41011
Re: Offering of $150,000,000 Aggregate Principal Amount of 8 3/4% Series
B Senior Subordinated Notes due 2007 by Jacor Communications Company
Pursuant to Registration Statement on Form S-4, File No. 333-35273,
Filed with the Securities and Exchange Commission
Ladies and Gentlemen:
We have acted as counsel to Jacor Communications, Inc. ("Company"), a
Delaware corporation, Jacor Communications Company, a Florida corporation and
wholly-owned subsidiary of the Company ("JCC") and the Subsidiary Guarantors (as
defined in the Registration Statement) in connection with the offering by JCC of
its $150,000,000 aggregate principal amount 8 3/4% Series B Senior Subordinated
Notes due 2007 (the "Notes"), as fully and unconditionally guaranteed by the
Company and the Subsidiary Guarantors on a senior subordinated basis (the
"Guarantees"), all of which Notes are being exchanged by JCC for its outstanding
$150,000,000 aggregate principal amount of 8 3/4% Senior Subordinated Notes Due
2007 as set forth in the Form S-4 Registration Statement, File No. 333-35273, as
amended, as filed by JCC, the Company and the Subsidiary Guarantors with the
Securities and Exchange Commission.
As counsel for the Company, JCC and the Subsidiary Guarantors we have made
such legal and factual examinations and inquiries as we deem advisable for the
purpose of rendering this opinion. In addition, we have examined such documents
and materials, including the Company's Certificate of Incorporation, as amended,
the Company's Bylaws, as amended, JCC's Articles of Incorporation, JCC's Bylaws,
the Subsidiary Guarantors' Articles or Certificates of Incorporation, the
Subsidiary Guarantors' Bylaws or Codes of Regulations, and other corporate
records of the Company, JCC and the Subsidiary Guarantors, as we have deemed
necessary for the purpose of this opinion.
On the basis of the foregoing, we express the following opinions:
(i) the Notes, when duly executed, authenticated and exchanged in accordance
with the terms of the indenture dated as of June 17, 1997 (the "Indenture")
entered into among JCC, the Company, the Subsidiary Guarantors and The Bank
of New York, as trustee, will constitute valid and binding obligations of
JCC, enforceable against JCC in accordance with their terms and entitled to
the benefits of the Indenture, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally and to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity) and except to the extent that a waiver of rights under any usury
laws may be unenforceable; and
(ii) the Guarantees, when issued by the Company and the Subsidiary Guarantors
upon the execution, authentication and exchange of the Notes, will each
constitute a valid and binding obligation of the Company and the Subsidiary
Guarantors, enforceable against the Company and the Subsidiary Guarantors in
accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent
<PAGE>
conveyance, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity) and except to the extent that a waiver of rights under any usury
laws may be unenforceable.
We hereby consent to the filing of this opinion as part of the
above-referenced Registration Statement and amendments thereto and to the
reference to our firm in the Prospectus under the caption "Legal Matters."
Very truly yours,
GRAYDON, HEAD & RITCHEY
By: /s/ Richard G. Schmalzl
Richard G. Schmalzl
<PAGE>
EXHIBIT 12
JACOR COMMUNICATIONS, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED DECEMBER 31, ENDED
----------------------------------------------------- SEPTEMBER 30,
1992 1993 1994 1995 1996 1997
--------- --------- --------- --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS:
Income (loss) before income taxes and
extraordinary loss............................. $ (23,701) $ 4,138 $ 14,165 $ 18,265 $ 15,371 $ 8,544
Fixed charges.................................... 15,578 4,768 2,860 3,853 34,799 63,492
--------- --------- --------- --------- --------- -------------
Total........................................ $ (8,123) $ 8,906 $ 17,025 $ 22,118 $ 50,170 $ 72,036
--------- --------- --------- --------- --------- -------------
--------- --------- --------- --------- --------- -------------
FIXED CHARGES:
Interest expense................................. $ 13,701 $ 2,735 $ 534 $ 1,444 $ 31,148 $ 58,518
Amortization of debt expense..................... 449 238 324 326 1,096 1,563
Portion of rent expense deemed to be interest.... 1,428 1,795 2,002 2,083 2,555 3,411
--------- --------- --------- --------- --------- -------------
Total........................................ $ 15,578 $ 4,768 $ 2,860 $ 3,853 $ 34,799 $ 63,492
--------- --------- --------- --------- --------- -------------
--------- --------- --------- --------- --------- -------------
Ratio of earnings to fixed charges................. N/A 1.9 6.0 5.7 1.4 1.1
--------- --------- --------- --------- --------- -------------
--------- --------- --------- --------- --------- -------------
Coverage deficiency................................ $ 23,701 N/A N/A N/A N/A N/A
--------- --------- --------- --------- --------- -------------
--------- --------- --------- --------- --------- -------------
</TABLE>
<PAGE>
EXHIBIT 21
JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES
Jacor Communications Company is a wholly-owned subsidiary of Jacor
Communications, Inc. The following is a list of the subsidiaries of Jacor
Communications Company:
<TABLE>
<CAPTION>
STATE OF PERCENTAGE OF
NAME OF COMPANY OWNERSHIP RELATIONSHIP INCORPORATION EQUITY
- ----------------------------------------------------------------------- ------------ -------------- -------------
<S> <C> <C> <C>
BROADCAST FINANCE, INC................................................. Subsidiary Ohio 100%
CINE FILMS, INC........................................................ Subsidiary California 100%
CINE GUARANTORS, INC................................................... Subsidiary California 100%
CINE GUARANTORS II, INC................................................ Subsidiary California 100%
CINE GUARANTORS II, LTD................................................ Subsidiary Canada 100%
CINE MOBILE SYSTEMS INT'L. N.V......................................... Subsidiary Antille 100%
CINE MOVIL S.A. DE C.V................................................. Subsidiary Mexico 100%
CITICASTERS CO......................................................... Subsidiary Ohio 100%
F.M.I. PENNSYLVANIA, INC............................................... Subsidiary Pennsylvania 100%
GACC-N26LB, INC........................................................ Subsidiary Delaware 100%
GACC-340, INC.......................................................... Subsidiary Delaware 100%
GEORGIA NETWORK EQUIPMENT, INC......................................... Subsidiary Georgia 100%
GREAT AMERICAN MERCHANDISING GROUP, INC................................ Subsidiary New York 100%
GREAT AMERICAN TELEVISION PRODUCTIONS, INC............................. Subsidiary California 100%
INMOBILIARIA RADIAL, S.A. de C.V....................................... Subsidiary Mexico 100%
JACOR BROADCASTING CORPORATION......................................... Subsidiary Ohio 100%
JACOR BROADCASTING OF ATLANTA, INC..................................... Subsidiary Georgia 100%
JACOR BROADCASTING OF CHARLESTON, INC.................................. Subsidiary Delaware 100%
JACOR BROADCASTING OF COLORADO, INC.................................... Subsidiary Colorado 100%
JACOR BROADCASTING OF DENVER, INC...................................... Subsidiary California 100%
JACOR BROADCASTING OF FLORIDA, INC..................................... Subsidiary Florida 100%
JACOR BROADCASTING OF KANSAS CITY, INC................................. Subsidiary Delaware 100%
JACOR BROADCASTING OF LAS VEGAS, INC................................... Subsidiary Delaware 100%
JACOR BROADCASTING OF LAS VEGAS II, INC................................ Subsidiary Delaware 100%
JACOR BROADCASTING OF LOUISVILLE, INC.................................. Subsidiary Delaware 100%
JACOR BROADCASTING OF LOUISVILLE II, INC............................... Subsidiary Delaware 100%
JACOR BROADCASTING OF SALT LAKE CITY, INC. Subsidiary Delaware 100%
JACOR BROADCASTING OF SALT LAKE CITY II, INC........................... Subsidiary Delaware 100%
JACOR BROADCASTING OF SAN DIEGO, INC................................... Subsidiary Delaware 100%
JACOR BROADCASTING OF SARASOTA, INC.................................... Subsidiary Florida 100%
JACOR BROADCASTING OF ST. LOUIS, INC................................... Subsidiary Delaware 100%
JACOR BROADCASTING OF TAMPA BAY, INC................................... Subsidiary Florida 100%
JACOR BROADCASTING OF TOLEDO, INC...................................... Subsidiary California 100%
JACOR BROADCASTING OF YOUNGSTOWN, INC.................................. Subsidiary Ohio 100%
JACOR CABLE, INC....................................................... Subsidiary Kentucky 100%
JACOR LICENSEE OF CHARLESTON, INC...................................... Subsidiary Delaware 100%
JACOR LICENSEE OF KANSAS CITY, INC..................................... Subsidiary Delaware 100%
JACOR LICENSEE OF LAS VEGAS, INC....................................... Subsidiary Delaware 100%
JACOR LICENSEE OF LAS VEGAS II, INC.................................... Subsidiary Delaware 100%
JACOR LICENSEE OF LOUISVILLE, INC...................................... Subsidiary Delaware 100%
JACOR LICENSEE OF LOUISVILLE II, INC................................... Subsidiary Delaware 100%
JACOR LICENSEE OF SALT LAKE CITY, INC.................................. Subsidiary Delaware 100%
JACOR LICENSEE OF SALT LAKE CITY II, INC............................... Subsidiary Delaware 100%
JACOR/PREMIERE HOLDING, INC............................................ Subsidiary Delaware 100%
JBSL, INC.............................................................. Subsidiary Missouri 100%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATE OF PERCENTAGE OF
NAME OF COMPANY OWNERSHIP RELATIONSHIP INCORPORATION EQUITY
- ----------------------------------------------------------------------- ------------ -------------- -------------
<S> <C> <C> <C>
LOCATION PRODUCTIONS, INC.............................................. Subsidiary California 100%
LOCATION PRODUCTIONS II, INC........................................... Subsidiary California 100%
MULTIVERSE ACQUISITION CORP. Subsidiary Delaware 100%
NOBLE BROADCAST CENTER, INC............................................ Subsidiary California 100%
NOBLE BROADCAST GROUP, INC............................................. Subsidiary Delaware 100%
NOBLE BROADCAST HOLDINGS, INC. Subsidiary Delaware 100%
NOBLE BROADCAST LICENSES, INC.......................................... Subsidiary California 100%
NOBLE BROADCAST OF SAN DIEGO, INC...................................... Subsidiary California 100%
NOBRO, S.C............................................................. Subsidiary Mexico 100%
NOVA MARKETING GROUP, INC.............................................. Subsidiary California 100%
NSN NETWORK SERVICES, LTD.............................................. Subsidiary Delaware 100%
PREMIERE RADIO NETWORKS, INC........................................... Subsidiary Delaware 100%
RADIO-ACTIVE MEDIA, INC................................................ Subsidiary Delaware 100%
SPORTS RADIO BROADCASTING, INC......................................... Subsidiary California 100%
SPORTS RADIO, INC...................................................... Subsidiary California 100%
TAFT-TCI SATELLITE SERVICES, INC....................................... Subsidiary Colorado 100%
THE SY FISCHER COMPANY AGENCY, INC..................................... Subsidiary California 100%
VTTV PRODUCTIONS....................................................... Subsidiary California 100%
WHOK, INC.............................................................. Subsidiary Ohio 100%
</TABLE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Amendment No 1 to
Registration Statement on Form S-4 (File No. 333-35273) of our report dated
February 27, 1997 on our audits of the consolidated financial statements of
Jacor Communications, Inc. as of December 31, 1996 and 1995 and for each of the
three years in the period ended December 31, 1996, which report is included in
Jacor Communications, Inc.'s Annual Report on Form 10-K; of our report dated
February 28, 1997, on our audits of the combined financial statements of EFM
Media Management, Inc., EFM Publishing, Inc., and PAM Media, Inc. as of December
31, 1995 and 1996 and for each of the three years in the period ended December
31, 1996, which report is included in Jacor Communications, Inc.'s Current
Report on Form 8-K dated March 21, 1997, as amended on March 26, 1997; of our
report dated November 7, 1997 on our audit of the financial statements of Archon
Communications, Inc. as of December 31, 1996 and March 31, 1997 and for the
period July 6, 1995 (Date of Inception) to December 31, 1995, the year ended
December 31, 1996 and the three months ended March 31, 1997, which report is
included in Jacor Communications, Inc.'s Current Report on form 8-K dated
November 21, 1997; and of our report dated November 14, 1997 on our audits of
the combined balance sheet of Synergy Broadcast Investment Enterprises, L.L.C.,
Worldstar, Inc. and MultiVerse Networks, L.L.C. as of September 28, 1997 and the
combined balance sheets of Shanahan Broadcasting, Inc., Worldstar, Inc. and
MultiVerse Networks, L.L.C. as of December 29, 1996 and December 31, 1995, and
the related combined statements of income, shareholders' equity and cash flows
for the nine month period ended September 28, 1997, the year ended December 29,
1996 and the ten months ended December 31, 1995, which report is included in
Jacor Communications, Inc.'s Current Report on Form 8-K dated November 21, 1997.
We also consent to the reference to our firm under the captions "Selected
Historical Financial Data" and "Experts."
COOPERS & LYBRAND L.L.P.
Cincinnati, Ohio
November 21, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Amendment No. 1 to Registration Statement (Form S-4 No. 333-35273) and related
Prospectus of Jacor Communications Inc. and Jacor Communications Company and to
the incorporation by reference therein of our report dated February 21, 1997,
with respect to the consolidated financial statements of Premiere Radio
Networks, Inc. included in Jacor Communications, Inc.'s Current Report on Form
8-K(A) dated April 7, 1997.
ERNST & YOUNG LLP
Los Angeles, California
November 21, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated September 18, 1997, with respect to the financial
statements of Jacor Broadcasting of Youngstown, Inc. (formerly WN Broadcasting
Corp.) incorporated by reference in this Registration Statement on Form S-4 and
related Prospectus of Jacor Communications Company, Jacor Communications, Inc.
and Subsidiary Guarantors.
William T. Ogden, Inc.
Youngstown, Ohio
November 24, 1997
