<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 1997
REGISTRATION NO. 333-40127
- --------------------------------------------------------------------------------
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------------
<TABLE>
<S> <C>
JACOR COMMUNICATIONS, INC. JACOR COMMUNICATIONS COMPANY
(Exact name of registrant as specified in (Exact name of registrant as specified in
its charter) its charter)
</TABLE>
<TABLE>
<S> <C> <C> <C>
DELAWARE 31-0978313 FLORIDA 59-2054850
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF IDENTIFICATION OF IDENTIFICATION
INCORPORATION OR NO.) INCORPORATION OR NO.)
ORGANIZATION) ORGANIZATION)
</TABLE>
<TABLE>
<S> <C> <C>
BROADCAST FINANCE, INC. OHIO 31-1390698
CINE FILMS, INC. CALIFORNIA 95-2945526
CINE GUARANTORS, INC. CALIFORNIA 95-2677644
CINE GUARANTORS II, INC. CALIFORNIA 95-2960196
CINE GUARANTORS II, LTD. CANADA NOT APPLICABLE
CINE MOBILE SYSTEMS INT'L. N.V. ANTILLE NOT APPLICABLE
CINE MOVIL S.A. DE C.V. MEXICO NOT APPLICABLE
CITICASTERS CO. OHIO 31-1081002
F.M.I. PENNSYLVANIA, INC. PENNSYLVANIA 59-1648738
GACC-N26LB, INC. DELAWARE 31-1231527
GACC-340, INC. DELAWARE 31-1251968
GEORGIA NETWORK EQUIPMENT, INC. GEORGIA 31-0317907
GREAT AMERICAN MERCHANDISING GROUP, INC. NEW YORK 13-2658721
GREAT AMERICAN TELEVISION PRODUCTIONS, INC. CALIFORNIA 31-1019819
INMOBILIARIA RADIAL, S.A. DE C.V. MEXICO NOT APPLICABLE
JACOR BROADCASTING CORPORATION OHIO 31-1363232
JACOR BROADCASTING OF ATLANTA, INC. GEORGIA 31-1133504
JACOR BROADCASTING OF CHARLESTON, INC. DELAWARE 57-1030503
JACOR BROADCASTING OF COLORADO, INC. COLORADO 31-1212116
JACOR BROADCASTING OF DENVER, INC. CALIFORNIA 33-0250362
JACOR BROADCASTING OF FLORIDA, INC. FLORIDA 31-1102108
JACOR BROADCASTING OF KANSAS CITY, INC. DELAWARE 43-1722735
JACOR BROADCASTING OF LAS VEGAS, INC. DELAWARE 61-1263208
JACOR BROADCASTING OF LAS VEGAS II, INC. DELAWARE 31-1506631
JACOR BROADCASTING OF LOUISVILLE, INC. DELAWARE 61-1257881
JACOR BROADCASTING OF LOUISVILLE II, INC. DELAWARE 31-1506626
JACOR BROADCASTING OF SALT LAKE CITY, INC. DELAWARE 87-0546502
JACOR BROADCASTING OF SALT LAKE CITY II, INC. DELAWARE 31-1506618
JACOR BROADCASTING OF SAN DIEGO, INC. DELAWARE 31-1440011
JACOR BROADCASTING OF SARASOTA, INC. FLORIDA 31-1468564
JACOR BROADCASTING OF ST. LOUIS, INC. DELAWARE 33-0294761
JACOR BROADCASTING OF TAMPA BAY, INC. FLORIDA 31-1234979
JACOR BROADCASTING OF TOLEDO, INC. CALIFORNIA 30-0200806
JACOR BROADCASTING OF YOUNGSTOWN, INC. OHIO 34-1308506
JACOR CABLE, INC. KENTUCKY 31-1273897
JACOR LICENSEE OF CHARLESTON, INC. DELAWARE 57-1031405
JACOR LICENSEE OF KANSAS CITY, INC. DELAWARE 43-1724459
JACOR LICENSEE OF LAS VEGAS, INC. DELAWARE 88-0345737
JACOR LICENSEE OF LAS VEGAS II, INC. DELAWARE 31-1506613
JACOR LICENSEE OF LOUISVILLE, INC. DELAWARE 61-1289758
JACOR LICENSEE OF LOUISVILLE II, INC. DELAWARE 31-1506609
JACOR LICENSEE OF SALT LAKE CITY, INC. DELAWARE 87-0546823
JACOR LICENSEE OF SALT LAKE CITY II, INC. DELAWARE 31-1506621
JACOR/PREMIERE HOLDING, INC. DELAWARE 95-4523968
JBSL, INC. MISSOURI 43-1735433
LOCATION PRODUCTIONS, INC. CALIFORNIA 95-2556702
LOCATION PRODUCTIONS II, INC. CALIFORNIA 95-2945537
MULTIVERSE ACQUISITION CORP. DELAWARE PENDING
NOBLE BROADCAST CENTER, INC. CALIFORNIA 33-0189045
NOBLE BROADCAST GROUP, INC. DELAWARE 33-0215206
NOBLE BROADCAST HOLDINGS, INC. DELAWARE 33-0492627
NOBLE BROADCAST LICENSES, INC. CALIFORNIA 34-1794221
NOBLE BROADCAST OF SAN DIEGO, INC. CALIFORNIA 95-3230874
NOBRO, S.C. MEXICO NOT APPLICABLE
NOVA MARKETING GROUP, INC. CALIFORNIA 33-0578898
NSN NETWORK SERVICES, LTD. DELAWARE 31-1125479
PREMIERE RADIO NETWORKS, INC. DELAWARE 95-4083971
RADIO-ACTIVE MEDIA, INC. DELAWARE 31-1511358
SPORTS RADIO BROADCASTING, INC. CALIFORNIA 33-0525378
SPORTS RADIO, INC. CALIFORNIA 95-4350343
</TABLE>
(REGISTRANTS
CONTINUED ON NEXT PAGE)
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<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(REGISTRANTS CONTINUED FROM PREVIOUS PAGE)
<TABLE>
<S> <C> <C>
TAFT-TCI SATELLITE SERVICES, INC. COLORADO 84-0863016
THE SY FISCHER COMPANY AGENCY, INC. CALIFORNIA 95-2792659
VTTV PRODUCTIONS CALIFORNIA 31-0924795
WHOK, INC. OHIO 34-1092716
<CAPTION>
(STATE OR OTHER
JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR IDENTIFICATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ORGANIZATION) NUMBER)
- ----------------------------------------------------------- ---------------------- -----------------
</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
(606) 655-9345 (FAX)
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES OF COMMUNICATIONS TO:
RICHARD G. SCHMALZL, ESQ.
DOUGLAS D. ROBERTS, 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 of the securities to the
public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
investment reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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.
Pursuant to Rule 429 under the Securities Act, the prospectus contained in
this Registration Statement also relates to an aggregate of $42,927,485 of the
registrants' securities previously registered on Registration Statement on Form
S-3 (File No. 333-27233).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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
PRELIMINARY PROSPECTUS DATED NOVEMBER 25, 1997
PROSPECTUS
NOVEMBER , 1997
$500,000,000
[LOGO]
PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK
DEPOSITARY SHARES
COMMON STOCK
CONVERTIBLE DEBT SECURITIES
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
JACOR COMMUNICATIONS COMPANY
AND THE SUBSIDIARY GUARANTORS
JACOR COMMUNICATIONS COMPANY
DEBT SECURITIES
CONVERTIBLE DEBT SECURITIES
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
JACOR COMMUNICATIONS, INC.
AND THE SUBSIDIARY GUARANTORS
Jacor Communications, Inc. ("Jacor") may from time to time offer (i)
convertible debt securities consisting of debentures, notes or other evidences
of indebtedness representing unsecured obligations of Jacor, which may be either
subordinated or senior if Jacor's then-existing loan agreements and indentures
permit the issuance of Senior Debt (as defined herein), and which are
convertible or exchangeable into Jacor Common Stock (as defined below), Jacor
Preferred Stock (as defined below) or other debt securities issued hereunder
(the "Jacor Convertible Debt Securities"), (ii) shares of Preferred Stock, par
value $.01 per share (the "Jacor Preferred Stock"), which may be issued in the
form of depositary shares evidenced by depositary receipts (the "Jacor
Depositary Shares"); (iii) shares of Jacor Preferred Stock convertible or
exchangeable into Common Stock, par value $.01 per share (the "Jacor Common
Stock"), another series of Jacor Preferred Stock or other debt securities issued
hereunder (the "Jacor Convertible Preferred Stock"); and (iv) shares of Jacor
Common Stock, in each case, in amounts, at prices and on terms to be determined
at the time of the offering.
Jacor Communications Company, a wholly-owned subsidiary of Jacor ("JCC"),
may also from time to time offer (i) debt securities consisting of debentures,
notes or other evidences of indebtedness representing unsecured obligations of
JCC, which may be either subordinated or senior if JCC's then-existing loan
agreements and indentures permit the issuance of Senior Debt (the "JCC Debt
Securities"); and (ii) convertible debt securities consisting of JCC Debt
Securities which are convertible or exchangeable into Jacor Common Stock or
Jacor Preferred Stock or other debt securities issued hereunder (the "JCC
Convertible Debt Securities"), in each case, in amounts, at prices and on terms
to be determined at the time of the offering. In connection therewith, Jacor and
the Subsidiary Guarantors (as defined herein) may, on a joint and several basis,
offer full and unconditional guarantees ("Guarantees") with respect to the JCC
Debt Securities and JCC Convertible Debt Securities, as described herein under
"Description of Convertible Debt Securities and JCC Debt Securities." All
subsidiaries of JCC will become Subsidiary Guarantors if required by the
indenture governing the Convertible Debt Securities and/or the JCC Debt
Securities. The Jacor Convertible Debt Securities and the JCC Convertible Debt
Securities are sometimes collectively referred to as the "Convertible Debt
Securities." The Jacor Convertible Debt Securities, the Jacor Preferred Stock,
the Jacor Convertible Preferred Stock, the Jacor Common Stock, the Jacor
Depositary Shares, the JCC Debt Securities, the JCC Convertible Debt Securities,
and the Guarantees are collectively called the "Securities." See "Description of
Convertible Debt Securities and JCC Debt Securities -- Certain Covenants --
Subsidiary Guarantees" and "Description of Indebtedness -- Credit Facility," "--
10 1/8% Notes," "-- Liquid Yield Option-TM- Notes," "-- 9 3/4% Notes," and "--
8 3/4% Notes."
For each offering of Securities for which this Prospectus is being
delivered, there will be an accompanying Prospectus Supplement (the "Prospectus
Supplement"), which sets forth, where applicable, (i) in the case of Convertible
Debt Securities and JCC Debt Securities, the specific designation, aggregate
principal amount, the denomination, maturity, priority, premium, if any, the
rate (which may be fixed or variable), time and method of calculating payment of
interest, if any, on such Convertible Debt Securities or JCC Debt Securities,
any terms of redemption at the option of Jacor, JCC, or the holder, terms for
sinking fund payments, and with respect to Convertible Debt Securities, terms
for conversion or exchange into Jacor Common Stock, Jacor Preferred Stock or
other debt securities issued hereunder; (ii) in the case of Jacor Preferred
Stock or Jacor Convertible Preferred Stock, the specific title and stated value,
any dividend, liquidation, redemption, voting and other rights, and any other
special terms, including the terms for converting or exchanging Jacor
Convertible Preferred Stock into other Securities, and whether the Jacor
Preferred Stock or Jacor Convertible Preferred Stock will be offered in the form
of Jacor Depositary Shares and the terms thereof; and (iii) in the case of Jacor
Common Stock, the number of shares of Jacor Common Stock and the terms of
offering thereof. The Prospectus Supplement will also contain information, as
applicable, about certain United States Federal income tax considerations
relating to the particular Securities offered thereby.
The aggregate initial offering price of the Securities offered by Jacor
and/or JCC hereby will not exceed $500,000,000.00.
Jacor and/or JCC may sell the Securities to or through underwriters, through
dealers or agents or directly to purchasers. See "Plan of Distribution." The
accompanying Prospectus Supplement will set forth the names of any underwriters,
dealers or agents involved in the sale of the Securities in respect of which
this Prospectus is being delivered, the amounts proposed to be purchased by
them, any applicable fee, commission or discount arrangements with them, the
initial public offering price and the net proceeds to Jacor and/or JCC. Any
statement contained in this Prospectus will be deemed to be modified or
superseded by any inconsistent statement contained in the accompanying
Prospectus Supplement.
The Jacor Common Stock is traded on the Nasdaq National Market under the
symbol "JCOR." Any Jacor Common Stock sold pursuant to a Prospectus Supplement
will be listed on the Nasdaq National Market, subject to official notice of
issuance. Warrants issued by Jacor in 1996 are listed on the Nasdaq National
Market under the symbol "JCORZ." Liquid Yield Option-TM- Notes issued by Jacor
in 1996 are listed on the Nasdaq Small Cap Market under the symbol "JCORL" and
Warrants issued by Jacor in 1997 are listed on the Nasdaq National Market under
the symbol "JCORM." Jacor has not yet determined whether any of the JCC Debt
Securities, JCC Convertible Debt Securities, Jacor Convertible Debt Securities,
Jacor Preferred Stock, or Jacor Convertible Preferred Stock offered hereby will
be listed on any exchange or over-the-counter market. If Jacor decides to seek
listing of any such Securities, the Prospectus Supplement relating thereto will
disclose such exchange or market.
SEE "RISK FACTORS" AT PAGE 4 FOR CERTAIN INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
------------------------
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.
------------------------
This Prospectus may not be used to consummate sales of Securities unless
accompanied by the applicable Prospectus Supplement.
<PAGE>
AVAILABLE INFORMATION
Jacor is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and accordingly files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Jacor, JCC and the Subsidiary Guarantors have
filed a Registration Statement on Form S-3 together with all amendments and
exhibits thereto (the "Registration Statement") with the Commission under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
Securities offered hereby. 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. 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. In addition, reports 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.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by Jacor with the Commission are
incorporated herein by reference and are made a part hereof:
(a) Jacor's Annual Report on Form 10-K for the fiscal year ended December
31, 1996, as amended;
(b) Jacor's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1997, June 30, 1997, and September 30, 1997;
(c) 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; and
(d) Jacor's Form 8-B Registration Statement dated September 23, 1996.
All documents filed by Jacor with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, after the date of this Prospectus and
prior to the termination of the offering of the securities made hereby 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 of this Prospectus 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 of this Prospectus except as so
modified or superseded.
This Prospectus incorporates by reference certain documents relating to
Jacor which are not 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 is delivered. Such requests should be directed to
Jacor Communications, Inc., 50 East RiverCenter Boulevard, 12th Floor,
Covington, Kentucky 41011, Attention: Corporate Communications and Investor
Relations, Telephone Number (606) 655-2267, Fax Number (606) 655-9345.
3
<PAGE>
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT, PROSPECTIVE
INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS BEFORE PURCHASING THE
SECURITIES OFFERED HEREBY.
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.
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. There is no assurance that such
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
4
<PAGE>
permits the redemption of Common Stock from stockholders where necessary to
protect Jacor's regulatory licenses. See "Description of Capital Stock." 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.
SUBSTANTIAL LEVERAGE AND LIMITED FINANCIAL FLEXIBILITY. Jacor's outstanding
indebtedness and its offering of any debt securities hereunder may have the
following important consequences: (i) significant interest expense and principal
repayment obligations resulting in substantial annual fixed charges; (ii)
significant limitations on Jacor's ability to obtain additional debt financing;
and (iii) increased vulnerability to adverse general economic and industry
conditions. In addition, Jacor'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")
holds approximately 13,349,720 (currently 29.3%) of the outstanding shares of
Jacor Common Stock and 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 Jacor 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 Jacor Common Stock from time to time for any reason. By
virtue of its current control of Jacor, Zell/Chilmark could sell large amounts
of Jacor Common Stock by causing Jacor to file a registration statement with
respect to such stock. In addition, Zell/Chilmark could sell its shares of Jacor
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 Jacor Common Stock would have on the prevailing market price. Sales of
substantial amounts of Jacor Common Stock, or the availability of such shares
for sale, could adversely affect prevailing market prices. Sales or transfers of
Jacor Common Stock by Zell/Chilmark could result in another person or entity
becoming the controlling stockholder of Jacor.
5
<PAGE>
LACK OF DIVIDENDS; RESTRICTIONS ON PAYMENTS OF DIVIDENDS. Jacor has not
paid any dividends to its stockholders. Jacor intends to retain all available
earnings, if any, generated by its operations for the development and growth of
its business and does not anticipate paying any dividends on Jacor Common Stock
in the foreseeable future. In addition, the payment of dividends on the Jacor
Common Stock is restricted under Jacor's credit facilities.
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.
POTENTIAL NEGATIVE IMPACT OF OTHER SECURITIES ISSUANCES. Jacor has
authorized for issuance up to 4,000,000 shares of undesignated preferred stock.
The Jacor Board of Directors has the authority, without further vote or action
by Jacor stockholders, to issue the undesignated shares of Jacor Preferred Stock
in one or more series and to fix all rights, qualifications, preferences,
privileges, limitations and restrictions of each such series, including dividend
rights, voting rights, terms of redemption, redemption prices, liquidation
preferences and the number of shares constituting any series or the designation
of such series. Although it currently has no plans to do so, the Jacor Board of
Directors, without stockholder approval, can issue Jacor Preferred Stock with
voting and conversion rights which would adversely affect the voting power of
the holders of Jacor Common Stock. In addition, the issuance of Jacor Preferred
Stock may have the effect of delaying, deferring or preventing a change in
control of Jacor and could therefore have a negative impact on the trading price
of the Jacor Common Stock. Jacor may also issue other types of securities in the
future that may have the same or similar negative effects as the undesignated
preferred stock. See "Description of Capital Stock."
FORWARD-LOOKING STATEMENTS. This Prospectus and the accompanying Prospectus
Supplement set forth or incorporate 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
"Business" in the accompanying Prospectus Supplement, as well as within this
Prospectus and the accompanying Prospectus Supplement generally. In addition,
when used in this Prospectus and the accompanying Prospectus Supplement, 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 this Prospectus and the accompanying Prospectus Supplement 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.
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BUSINESS
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.
Additional information concerning Jacor and JCC is incorporated by reference
in this Prospectus. See "Available Information" and "Incorporation of Certain
Documents by Reference."
USE OF PROCEEDS
Jacor does not currently have specific plans for the use of the net proceeds
from the sale of Securities offered hereby. However, Jacor currently anticipates
that any such net proceeds would be used for general corporate purposes, which
may include but are not limited to working capital, capital expenditures,
repayment of indebtedness, investments and acquisitions. When a particular
series of Securities is offered, the Prospectus Supplement relating thereto will
set forth Jacor's intended use for the net proceeds received from the sale of
such Securities. Pending the application of the net proceeds, Jacor expects to
invest such proceeds in short-term, interest-bearing instruments or other
investment-grade securities.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the unaudited consolidated ratio of earnings
to fixed charges and the unaudited consolidated ratio of earnings to combined
fixed charges and preferred stock dividends for Jacor for the periods shown
(dollars in thousands):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, NINE MONTHS
----------------------------------------------------- ENDED SEPTEMBER
1992 1993 1994 1995 1996 30, 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
--------- --------- --- --- --- ---
--------- --------- --- --- --- ---
Ratio of earnings to combined fixed charges and
preferred stock dividends (1)(2)..................... 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.
(2) Jacor had no shares of Jacor Preferred Stock outstanding and no dividends
were declared or paid on Jacor Preferred Stock during any of the periods
indicated.
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DESCRIPTION OF CONVERTIBLE DEBT SECURITIES AND JCC DEBT SECURITIES
The Jacor Convertible Debt Securities are to be issued under an Indenture
(the "Jacor Indenture") between Jacor and a trustee to be identified in the
applicable Prospectus Supplement (the "Jacor Trustee"). The JCC Debt Securities
and the JCC Convertible Debt Securities are to be issued under an Indenture (the
"JCC Indenture") between JCC and a trustee to be identified in the applicable
Prospectus Supplement (the "JCC Trustee"). The Jacor Trustee and the JCC Trustee
may be the same trustee. The Jacor Indenture and the JCC Indenture are sometimes
collectively called the "Indentures." The terms of the Indentures will also be
governed by certain provisions of the Trust Indenture Act of 1939, as amended.
The following summary statements with respect to the JCC Debt Securities and the
Convertible Debt Securities do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, the detailed provisions of
the Indentures. Although some of the following summary statements collectively
refer to Jacor, JCC, the Subsidiary Guarantors and other parties, such
statements concerning each party shall apply to each such party respectively and
the applicable Indentures, unless otherwise noted. Capitalized terms are defined
in the Indentures unless otherwise defined herein. Whenever any particular
section of the Indentures or any term defined therein is referred to, such
section or definition is incorporated herein by reference. A copy of the form of
Indentures is available upon request.
GENERAL
The JCC Debt Securities and the Convertible Debt Securities offered hereby
will be limited to an aggregate initial offering price not to exceed
$500,000,000. The Jacor Indenture will not limit the amount of Jacor Convertible
Debt Securities which can be issued thereunder and will provide that additional
Jacor Convertible Debt Securities may be issued in one or more series thereunder
up to the aggregate principal amount which may be authorized from time to time
by Jacor's Board of Directors. The JCC Indenture will not limit the amount of
JCC Debt Securities or JCC Convertible Debt Securities which can be issued
thereunder and will provide that additional JCC Debt Securities or JCC
Convertible Debt Securities may be issued in one or more series thereunder up to
the aggregate principal amount which may be authorized from time to time by
JCC's Board of Directors. The Jacor Convertible Debt Securities, the JCC
Convertible Debt Securities and the JCC Debt Securities will be unsecured
obligations of Jacor or JCC, respectively, and to the extent as may be permitted
under Jacor's and JCC's then-existing loan agreements and indentures, will rank
either senior to or equally and ratably with all other unsecured indebtedness of
JCC. The Jacor Convertible Debt Securities, the JCC Convertible Debt Securities
and the JCC Debt Securities also may be subordinate, and junior in right of
payment to all Senior Debt, to the extent and in the manner set forth in the
respective Indenture. See "Subordination."
The Jacor Convertible Debt Securities will be fully and unconditionally
guaranteed by JCC and may be further guaranteed fully and unconditionally,
jointly and severally with JCC by certain subsidiaries of JCC (the "Subsidiary
Guarantors"). The JCC Debt Securities and JCC Convertible Debt Securities will
be fully and unconditionally guaranteed on a senior subordinated basis by Jacor
and may be further guaranteed fully and unconditionally, jointly and severally
with Jacor by the Subsidiary Guarantors (collectively with JCC and Jacor, 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.
Reference is made to the Prospectus Supplement relating to the particular
Convertible Debt Securities or JCC Debt Securities offered thereby for the
following terms, where applicable, of the Convertible Debt Securities or JCC
Debt Securities: (i) the specific designation of the Convertible Debt Securities
or JCC Debt Securities; (ii) the denominations in which such Convertible Debt
Securities or JCC Debt Securities are authorized to be issued; (iii) the
aggregate principal amount of such Convertible Debt Securities or JCC Debt
Securities; (iv) the date or dates on which the principal of such Convertible
Debt Securities or JCC Debt Securities will mature or the method of determining
such date or dates; (v) the price or prices (expressed as a percentage of the
aggregate principal amount thereof) at which the Convertible Debt Securities or
JCC Debt Securities will be issued; (vi) the rate or rates (which may be fixed
or variable) at which such Convertible Debt Securities or JCC Debt Securities
will bear interest, if any, or the method of
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<PAGE>
calculating such rate or rates; (vii) the times and places where principal of,
premium, if any, and interest, if any, on such Convertible Debt Securities or
JCC Debt Securities will be payable; (viii) the date, if any, after which such
Convertible Debt Securities or JCC Debt Securities may be redeemed and the
redemption prices; (ix) the date or dates on which interest, if any, will be
payable and the record date or dates therefor or the method by which such date
or dates will be determined; (x) the period or periods within which, the price
or prices at which, the currency or currencies (including currency units) in
which, and the terms and conditions upon which, such Convertible Debt Securities
or JCC Debt Securities may be redeemed, in whole or in part, at the option of
Jacor or JCC, as applicable; (xi) the obligation, if any, of Jacor or JCC to
redeem or purchase such Convertible Debt Securities or JCC Debt Securities
pursuant to any sinking fund or analogous provisions, upon the happening of a
specified event or at the option of a holder thereof and the period or periods
within which, the price or prices at which and the terms and conditions upon
which, such Convertible Debt Securities or JCC Debt Securities shall be redeemed
or purchased, in whole or in part, pursuant to such obligations; (xii) the terms
and conditions upon which conversion or exchange of such Convertible Debt
Securities will be effected, including the exchange terms, the conversion price,
the conversion period and other conversion or exchange provisions in addition to
or in lieu of those described below; (xiii) if other than the principal amount
thereof, the portion of the principal amount of such Convertible Debt Securities
or JCC Debt Securities which will be payable upon declaration of the
acceleration of the maturity thereof or the method by which such portion shall
be determined; (xiv) the person to whom any interest on any such Debt Security
or Convertible Debt Security shall be payable if other than the person in whose
name such Debt Security or Convertible Debt Security is registered on the
applicable record date; (xv) any addition to, or modification or deletion of,
any Event of Default or any covenant of Jacor or JCC specified in the Indenture
with respect to such Convertible Debt Securities or JCC Debt Securities; (xvi)
the application, if any, of such means of defeasance or covenant defeasance as
may be specified for such Convertible Debt Securities or JCC Debt Securities;
(xvii) whether such Convertible Debt Securities or JCC Debt Securities are to be
issued in whole or in part in the form of one or more temporary or permanent
global securities and, if so, the identity of the depositary for such global
security or securities; (xviii) whether such Convertible Debt Securities or JCC
Debt Securities shall be subordinated and subject to the right to prior payment
in full of all Senior Debt, including the then-existing credit facilities; and
(xix) any other special terms pertaining to such Convertible Debt Securities or
JCC Debt Securities. Unless otherwise specified in the applicable Prospectus
Supplement, the Convertible Debt Securities or JCC Debt Securities will not be
listed on any securities exchange. Unless otherwise provided in the applicable
Prospectus Supplement, principal and premium, if any, or interest, if any, will
be payable and the Convertible Debt Securities or JCC Debt Securities may be
surrendered for payment or transferred at the offices of the applicable Trustee
as paying and authenticating agent, provided that payment of interest on
Registered Securities may be made at the option of Jacor or JCC, as applicable,
by check mailed to the address of the person entitled thereto as it appears in
the Security Register. Payment of Convertible Debt Securities or JCC Debt
Securities in bearer form will be made at such paying agencies outside of the
United States as Jacor or JCC, as applicable, may appoint.
Unless otherwise specified in the applicable Prospectus Supplement, the
Convertible Debt Securities and JCC Debt Securities will be issued in fully
registered form without coupons in denominations set forth in the Prospectus
Supplement. No service charge will be made for any transfer or exchange of such
Convertible Debt Securities or JCC Debt Securities, but Jacor or JCC, as
applicable, may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. Where Convertible Debt
Securities and JCC Debt Securities of any series are issued in bearer form, the
special restrictions and considerations, including special offering restrictions
and special Federal income tax considerations, applicable to any such
Convertible Debt Securities or JCC Debt Securities and to payment on and
transfer and exchange of such Convertible Debt Securities or JCC Debt Securities
will be described in the Prospectus Supplement. Bearer Convertible Debt
Securities and JCC Debt Securities will be transferrable by delivery.
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<PAGE>
Some of the Convertible Debt Securities and JCC Debt Securities may be
issued at a discount (bearing no interest or interest at below market rates) to
be sold at a substantial discount below their stated principal amount. Federal
income tax consequences and other special considerations applicable to any such
Convertible Debt Securities and JCC Debt Securities will be described in the
applicable Prospectus Supplement.
The Prospectus Supplement for a particular series may indicate terms for
redemption at the option of a Holder. Unless otherwise indicated in the
applicable Prospectus Supplement, the covenants contained in the Indentures and
the Convertible Debt Securities or JCC Debt Securities (as the case may be)
would not provide for redemption at the option of a Holder nor necessarily
afford Holders thereof protection in the event of a highly leveraged or other
transaction that may adversely affect such Holders.
CONVERSION OF CONVERTIBLE DEBT SECURITIES
The following provisions will further apply to Convertible Debt Securities,
unless otherwise provided in the applicable Prospectus Supplement for such
Convertible Debt Securities. The holder of any Convertible Debt Securities will
have the right exercisable at any time prior to maturity, or prior to such other
date as may be specified in the applicable Prospectus Supplement, unless
previously redeemed by Jacor or JCC, as applicable, to convert such Convertible
Debt Securities into shares of Jacor Common Stock or Jacor Preferred Stock at
the conversion price set forth in the applicable Prospectus Supplement, subject
to adjustment. In the case of Convertible Debt Securities called for redemption,
conversion rights will expire at the close of business on the date fixed for the
redemption unless Jacor or JCC, as applicable, shall default in payment of the
redemption price, except that in the case of redemption at the option of the
Holder thereof, if applicable, the conversion right will terminate upon receipt
of written notice of the exercise of such option. In certain events, the
conversion price will be subject to adjustment as set forth in the applicable
Prospectus Supplement. Fractional shares of Jacor Common Stock or Jacor
Preferred Stock will not be issued upon conversion, but, in lieu thereof, Jacor
or JCC, as applicable, will pay a cash adjustment based on the then current
market price for the Jacor Common Stock or Jacor Preferred Stock.
EXCHANGEABILITY
The Holders of Convertible Debt Securities of any series may be obligated at
any time or at maturity to exchange them for Jacor Common Stock, Jacor Preferred
Stock or other debt securities of Jacor issued hereunder. The terms of any such
exchange will be described in the Prospectus Supplement relating to such series
of Convertible Debt Securities.
SUBORDINATION
The Convertible Debt Securities and JCC Debt Securities may be subordinated
and junior in right of payment, to the extent set forth in the applicable
Prospectus Supplement, to all "Senior Debt" of Jacor, JCC or the Guarantors, as
applicable, including the then-existing credit facilities, as set forth in the
applicable Prospectus Supplement.
To the extent the JCC Debt Securities and/or the Convertible Debt Securities
are subordinated to Senior Debt, the Indentures will provide 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 Convertible Debt Securities and JCC Debt Securities) or distribution (by
set-off or otherwise) may be made by or on behalf of Jacor, JCC or a Guarantor,
as applicable, on account of the principal of, premium, if any, or interest on
the Convertible Debt Securities and JCC Debt Securities (including any
repurchases of Convertible Debt Securities and JCC Debt Securities) or any other
amounts with respect thereto, or on account of the redemption provisions of the
Convertible Debt Securities and JCC Debt Securities, for cash or property (other
than Junior Securities), (i) upon the maturity of any Senior Debt of Jacor, 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 Jacor,
JCC or such
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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 Jacor, JCC or such Guarantor, as applicable, and the Trustee by
Representative under the then-existing credit facilities 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 Convertible Debt Securities and
JCC Debt Securities) or distribution (by set-off or otherwise) may be made by or
on behalf of Jacor, 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
Convertible Debt Securities and JCC Debt Securities (including any repurchases
of any of the Convertible Debt Securities and JCC Debt Securities), or any other
amount with respect thereto, or on account of the redemption provisions of the
Convertible Debt Securities and JCC Debt Securities, 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), Jacor, JCC and
the Guarantors, as applicable, shall not be prohibited by the subordination
provisions from paying all sums then due and not paid to the Holders of the
Convertible Debt Securities and JCC Debt Securities during the Payment Blockage
Period due to the foregoing prohibitions and to resume all other payments as and
when due on the Convertible Debt Securities and JCC Debt Securities. 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 Jacor, JCC or any Guarantor upon any
dissolution, winding up, total or partial liquidation or reorganization of
Jacor, 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 marshaling of assets or liabilities, (i) the holders
of all Senior Debt of Jacor, 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 Convertible Debt Securities and JCC Debt Securities) or
distribution on account of principal of, premium, if any, and interest on, or
any other amounts with respect to, the Convertible Debt Securities and JCC Debt
Securities (other than Junior Securities) and (ii) any payment or distribution
of assets of Jacor, 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 Indentures, 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 Jacor, 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
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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 Indentures will contain other customary subordination provisions,
including rights of subrogation and rights to file claims in bankruptcy.
As among Jacor, JCC, the Guarantors and the Holders, no provision contained
in the Indentures or the Convertible Debt Securities and JCC Debt Securities
will affect the obligations of Jacor, JCC and the Guarantors, which are absolute
and unconditional, to pay, when due, principal of, premium, if any, and interest
on the Convertible Debt Securities and JCC Debt Securities. The subordination
provisions of the Indentures and the Convertible Debt Securities and JCC Debt
Securities will not prevent the occurrence of any Default or Event of Default
under the Indentures or limit the rights of the Trustee or any Holder to pursue
any other rights or remedies with respect to the Convertible Debt Securities and
JCC Debt Securities.
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 Jacor, JCC or
any of the Guarantors or a marshaling of assets or liabilities of Jacor, JCC or
any of the Guarantors, holders of the Convertible Debt Securities and JCC Debt
Securities may receive ratably less than other creditors.
Jacor and JCC conduct operations through their subsidiaries. Accordingly,
Jacor's and JCC's ability to meet their cash obligations will be dependent upon
the ability of their subsidiaries to make cash distributions to Jacor and JCC,
respectively. Furthermore, any right of Jacor or JCC to receive the assets of
any such subsidiary upon such subsidiary's liquidation or 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 Jacor or JCC, as
applicable, is itself recognized as a creditor or preferred stockholder of such
subsidiary, in which case the claims of Jacor or JCC, as applicable, would still
be subordinate to any indebtedness or preferred stock of such subsidiary senior
in right of payment to that held by Jacor or JCC, as applicable.
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 JCC Debt Securities and/or the
Convertible Debt Securities 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 applicable Convertible Debt
Securities or JCC Debt Securities and (ii) at the time of the issuance of such
Convertible Debt Securities or JCC Debt Securities, the Guarantor (A) was
insolvent or became insolvent as a result of the incurrence of the obligations
represented by such Convertible Debt Securities or JCC Debt Securities, (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 receives in the
offering of such Convertible Debt Securities or JCC Debt Securities. 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 will be
structured so as to
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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 proceeds
actually received by any given Guarantor from the offering of such Convertible
Debt Securities or JCC Debt Securities.
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 Jacor's obligations under the Jacor
Convertible Debt Securities, JCC's obligations under the JCC Debt Securities
and/or JCC Convertible Debt Securities 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 such Convertible Debt Securities or JCC Debt
Securities or the Guarantees were incurred with actual intent to hinder, delay,
or defraud now existing or future creditors. If the obligations under such
Convertible Debt Securities or JCC Debt Securities 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 such Convertible Debt Securities
or JCC Debt Securities. 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 such Convertible Debt
Securities or JCC Debt Securities.
CERTAIN COVENANTS
REPURCHASE OF NOTES AT THE OPTION OF THE HOLDER UPON A CHANGE OF CONTROL
The Indentures will provide that in the event that a Change of Control has
occurred, each Holder of Convertible Debt Securities or JCC Debt Securities will
have the right, at such Holder's option, pursuant to an irrevocable and
unconditional offer by Jacor or JCC , as applicable, (the "Change of Control
Offer"), to require Jacor or JCC, as applicable, to repurchase all or any part
of such Holder's Convertible Debt Securities or JCC Debt Securities (PROVIDED,
that the principal amount of such Convertible Debt Securities or JCC Debt
Securities 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, Jacor or JCC, as applicable,
promptly shall purchase all Convertible Debt Securities or JCC Debt Securities
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 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
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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, Jacor or JCC, as
applicable, will (i) accept for payment Convertible Debt Securities or JCC Debt
Securities 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 Convertible Debt Securities or JCC Debt Securities so tendered and (iii)
deliver to the Trustee Convertible Debt Securities or JCC Debt Securities so
accepted together with an Officers' Certificate listing the Convertible Debt
Securities or JCC Debt Securities or portions thereof being purchased by Jacor
or JCC, as applicable. The Paying Agent promptly will pay the Holders of
Convertible Debt Securities or JCC Debt Securities 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 Convertible Debt Security or JCC Debt Security equal in principal
amount to any unpurchased portion of the Convertible Debt Securities or JCC Debt
Securities surrendered. Any Convertible Debt Securities or JCC Debt Securities
not so accepted will be delivered promptly by Jacor or JCC, as applicable, to
the Holder thereof. Jacor or JCC, as applicable, 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
Convertible Debt Securities, JCC Debt Securities, 10 1/8% Notes (as defined
herein), LYONs (as defined herein), 9 3/4% Notes (as defined herein) and 8 3/4%
Notes (as defined herein) will result in a default under the Credit Facility (as
defined herein). Additionally, unless Jacor and/or JCC, as applicable, is
successful in (i) seeking consents from its lenders under the Credit Facility to
permit change of control repurchase offers for each of the Convertible Debt
Securities, JCC Debt Securities, 10 1/8% Notes, LYONs, 9 3/4% Notes or 8 3/4%
Notes, or (ii) refinancing such borrowings, such event of default under the
Credit Facility would constitute an event of default under each of the
Convertible Debt Securities, JCC Debt Securities, 10 1/8% Notes, LYONs, 9 3/4%
Notes and 8 3/4% Notes. Such events of default could result in the immediate
acceleration of all then outstanding indebtedness under each of the Convertible
Debt Securities, JCC Debt Securities, 10 1/8% Notes, LYONs, 9 3/4% Notes and
8 3/4% Notes. As a result, differences in the definitions of change of control
under the indentures for the Convertible Debt Securities, JCC Debt Securities,
10 1/8% Notes, LYONs, 9 3/4% Notes and 8 3/4% Notes will not have a difference
in the effect on Jacor or JCC, as applicable, 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 Convertible Debt Securities, JCC Debt Securities, 10 1/8% Notes, 9 3/4%
Notes and 8 3/4% 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 Convertible Debt Securities or
JCC Debt Securities may make more difficult or discourage a takeover of Jacor or
JCC, and, thus, the removal of incumbent management.
The phrase "all or substantially all" of the assets of Jacor or JCC, as
applicable, 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 Jacor or JCC, as applicable, has occurred.
In addition, no assurance can be given that Jacor or JCC, as applicable, will be
able to acquire Convertible Debt Securities or JCC Debt Securities tendered upon
the occurrence of a Change of Control.
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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.
LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS AND DISQUALIFIED CAPITAL
STOCK
The Indentures will provide that, except as set forth below in this
covenant, Jacor, JCC and any 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, Jacor or 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 the ratio
specified in the Indentures.
Indebtedness or Disqualified Capital Stock of any person which is
outstanding at the time such person becomes a Subsidiary of Jacor or JCC
(including upon designation of any subsidiary or other person as a Subsidiary)
or is merged with or into or consolidated with Jacor or JCC or a Subsidiary of
Jacor or JCC, respectively, shall be deemed to have been incurred at the time
such Person becomes such a Subsidiary of Jacor or JCC, respectively, or is
merged with or into or consolidated with Jacor or JCC, respectively, or a
Subsidiary of Jacor or JCC, as applicable.
LIMITATION ON RESTRICTED PAYMENTS
The Indentures will provide that Jacor and JCC and their 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) Jacor and JCC is not permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Leverage Ratio described in the covenant
"Limitation on Incurrence of Additional Indebtedness and Disqualified Capital
Stock," or (3) the aggregate amount of all Restricted Payments made by Jacor and
JCC and their Subsidiaries, including after giving effect to such proposed
Restricted Payment, from and after the Issue Date, would exceed the amount
specified in the Indentures.
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 an amount
specified in the Indentures, (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.
LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING
SUBSIDIARIES
The Indentures will provide that Jacor, JCC and their 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 Jacor or
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, Jacor
or JCC or any Subsidiary of Jacor or JCC, respectively, except
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(a) restrictions imposed by the JCC Debt Securities, the Convertible Debt
Securities 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 Indentures or any agreement relating to any property, asset, or business
acquired by Jacor, JCC or any of their 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 Jacor's or JCC's, as
applicable, credit facilities in effect as of the Issue Date, (f) restrictions
with respect solely to a Subsidiary of Jacor or 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 Indentures will provide that Jacor, JCC and their 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, 9 3/4% Notes and 8 3/4% Notes
suffer to exist (a) any Indebtedness that is subordinate in right of payment to
any other Indebtedness of Jacor, JCC or a Guarantor unless, by its terms, such
Indebtedness (i) has a maturity date subsequent to the Stated Maturity of the
respective Convertible Debt Securities or JCC Debt Securities and an Average
Life longer than that of such Convertible Debt Securities or JCC Debt Securities
and (ii) is subordinate in right of payment to, or ranks PARI PASSU with, such
JCC Debt Securities, Convertible Debt Securities 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.
LIMITATION ON SALE OF ASSETS AND SUBSIDIARY STOCK
The Indentures will provide that Jacor, JCC and their 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 Jacor or JCC), and including any sale or other
transfer or issuance of any Equity Interests of any direct or indirect
Subsidiary of Jacor or JCC, whether by Jacor or 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 Convertible Debt
Securities and/or JCC Debt Securities in accordance with the terms of the
Indentures or to the repurchase of the Convertible Debt Securities and/or JCC
Debt Securities pursuant to an irrevocable, unconditional cash
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offer (the "Asset Sale Offer") to repurchase Convertible Debt Securities and/or
JCC Debt Securities 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 Jacor or JCC, as
applicable, will immediately constitute or be a part of a Related Business of
Jacor or JCC, as applicable, 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 Convertible
Debt Securities and/or JCC Debt Securities) 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 Jacor or JCC, as applicable,
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 Jacor or JCC, as
applicable, is exchanging all or substantially all the assets of one or more
Related Businesses operated by Jacor or JCC, as applicable, 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 Jacor or JCC, as applicable,
determines in good faith that Jacor or JCC, as applicable, or such Subsidiary,
as applicable, receives fair market value for such Asset Sale.
The Indentures will provide 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, Jacor or JCC, as applicable, shall apply the Asset
Sale Offer Amount plus an amount equal to accrued interest to the purchase of
all Convertible Debt Securities and/or JCC Debt Securities properly tendered (on
a PRO RATA basis if the Asset Sale Offer Amount is insufficient to purchase all
Convertible Debt Securities and/or JCC Debt Securities so tendered) at the Asset
Sale Offer Price (together with accrued interest). To the extent that the
aggregate amount of Convertible Debt Securities and/or JCC Debt Securities
tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer
Amount, Jacor or JCC, as applicable, may use any remaining Net Cash Proceeds for
general corporate purposes as otherwise permitted by the Indentures 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 Convertible Debt Securities
and/or JCC Debt Securities are not purchased pursuant thereto.
Notwithstanding the foregoing provisions of the first paragraph of this
covenant the Indentures will provide that with respect to an Asset Sale Offer,
Jacor or JCC, as applicable, will not be permitted to commence an Asset Sale
Offer for the Convertible Debt Securities and/or JCC Debt Securities until such
time as an Asset Sale Offer for the 10 1/8% Notes, 9 3/4% Notes and 8 3/4% 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 10 1/8%
Notes, 9 3/4% Notes and 8 3/4% Notes, Jacor or JCC, as applicable, may use the
remaining Net Cash Proceeds to commence an Asset Sale Offer for the Convertible
Debt Securities and/or JCC Debt Securities; PROVIDED, that with respect to the
10 1/8% Notes, 9 3/4% Notes and 8 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, 9 3/4% Notes or 8 3/4% Notes, as applicable, (x) the date upon which
defeasance of the 10 1/8% Notes, 9 3/4% Notes or 8 3/4%
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Notes, as applicable, becomes effective, (y) the date on which there are no
longer any 10 1/8% Notes, 9 3/4% Notes or 8 3/4% Notes, as applicable,
outstanding under the terms of the governing indenture 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,
9 3/4% Notes or 8 3/4% Notes, as applicable.
Notwithstanding the foregoing provisions of the first paragraph of this
covenant and without complying with the foregoing provisions:
(i) Jacor or JCC, as applicable, 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 Indentures;
(ii) Jacor or JCC, as applicable, 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 Jacor or JCC, as applicable, or
such Subsidiary, as applicable; and
(iii) any of Jacor's or JCC's, as applicable, Subsidiaries may convey,
sell, transfer, assign or otherwise dispose of assets to, or merge with or
into, Jacor or JCC, as applicable, 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 Convertible Debt Securities
and/or JCC Debt Securities, all within the period and as otherwise provided
above in clauses 1(a), 1(b) or 1(c) of the first paragraph of this covenant.
In addition to the foregoing, Jacor or JCC, as applicable, 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 Indentures will provide that Jacor, JCC and their 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)
Jacor or 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 Jacor, JCC or any of their
Subsidiaries (as determined in good faith by the management of Jacor or JCC or,
if such Asset Swap includes consideration in excess of $2.5 million, by the
Board of Directors of Jacor or JCC, respectively, 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 Jacor, JCC
and their Subsidiaries shall not be significantly greater than the percentage of
any decline in the fair market value (determined as aforesaid) of the assets
being disposed of by Jacor, JCC or their Subsidiaries, calculated from the time
the agreement to swap assets was entered into.
LIMITATION ON TRANSACTIONS WITH AFFILIATES
The Indentures will provide that neither Jacor, JCC nor any of their
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
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Transactions), (i) unless it is determined that the terms of such Affiliate
Transaction are fair and reasonable to Jacor or JCC, as applicable, and no less
favorable to Jacor or JCC, as applicable, 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(s) has been
approved by a majority of the members of the Board of Directors of Jacor or JCC,
as applicable, who are disinterested in such transaction or, (B) with regard to
JCC, 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(s) have been approved by a
majority of the members of the Board of Directors of Jacor who are disinterested
in such transaction and (iii) if involving consideration to either party in
excess of $10.0 million, unless in addition Jacor or JCC, as applicable, prior
to the consummation thereof, obtains a written favorable opinion as to the
fairness of such transaction to Jacor or JCC, as applicable, from a financial
point of view from an independent investment banking firm of national
reputation.
LIMITATION ON MERGER, SALE OR CONSOLIDATION
The Indentures will provide that Jacor and 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 their 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) Jacor or JCC, as applicable, 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 Jacor or JCC, as
applicable, in connection with the JCC Debt Securities, Convertible Debt
Securities and/or the Indentures; (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 Jacor or JCC or consummation of a Plan of Liquidation in
accordance with the foregoing, the successor corporation formed by such
consolidation or into which Jacor or JCC, as applicable, 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, Jacor or JCC
under the Indentures with the same effect as if such successor corporation had
been named therein as Jacor or JCC, and Jacor or JCC shall be released from the
obligations under the respective Convertible Debt Securities and/or JCC Debt
Securities and the Indentures 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, Jacor's or JCC's interest in which constitutes all or
substantially all of the properties and assets of Jacor or JCC, as applicable,
shall be deemed to be the transfer of all or substantially all of the properties
and assets of Jacor or JCC, as applicable.
LIMITATION ON LINES OF BUSINESS
The Indentures will provide that neither Jacor, JCC nor any of their
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.
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RESTRICTION ON SALE AND ISSUANCE OF SUBSIDIARY STOCK
The Indentures will provide that Jacor, 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 Jacor or JCC, as applicable, to any person other
than Jacor or JCC, as applicable, or a wholly owned Subsidiary of Jacor or JCC,
as applicable, except for Equity Interests with no preferences or special rights
or privileges and with no redemption or prepayment provisions.
SUBSIDIARY GUARANTORS
The Indentures will provide that (i) all present Subsidiaries of Jacor or
JCC, if any, and their Subsidiaries, and (ii) all future Subsidiaries of Jacor
or 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 Jacor, JCC or their Subsidiaries) to which such
Subsidiary is a party, jointly and severally, will guaranty fully and
unconditionally all principal, premium, if any, and interest on the JCC Debt
Securities and the Convertible Debt Securities 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 Jacor or JCC from becoming a Subsidiary Guarantor,
such Subsidiary shall immediately thereafter become a Subsidiary Guarantor;
PROVIDED, FURTHER, in the event that any Subsidiary of Jacor, JCC or their
Subsidiaries becomes a guarantor of any other Indebtedness of Jacor, JCC or any
of their Subsidiaries or any of their Subsidiaries, such Subsidiary shall
immediately thereafter become a Subsidiary Guarantor.
All subsidiaries of Jacor or JCC, as applicable, will be Subsidiary
Guarantors if required by the covenant "Subsidiary Guarantors."
RELEASE OF GUARANTORS
The Indentures will provide 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 Indentures, 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 Indentures on the
terms set forth in the Indentures; (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 Indentures, such Subsidiary Guarantor will be deemed released from its
obligations under its Guarantee of the Convertible Debt Securities and/or JCC
Debt Securities; 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 Jacor or JCC or any other Subsidiary
shall also terminate upon such release, sale or transfer.
LIMITATION ON STATUS AS INVESTMENT COMPANY
The Indentures will prohibit Jacor, JCC and their 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.
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REPORTS
The JCC Indenture will provide 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 JCC
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 Indentures will define an Event of Default as (i) the failure by Jacor
or JCC, as applicable, to pay any installment of interest on the Convertible
Debt Securities and/or JCC Debt Securities as and when the same becomes due and
payable and the continuance of any such failure for 30 days, (ii) the failure by
Jacor or JCC, as applicable, to pay all or any part of the principal, or
premium, if any, on such Convertible Debt Securities or JCC Debt Securities when
and as the same becomes due and payable at maturity, redemption, by acceleration
or otherwise, (iii) the failure by Jacor, JCC or any Guarantor, as applicable,
to observe or perform any other covenant or agreement contained in the JCC Debt
Securities, Convertible Debt Securities and/or the Indentures and, subject to
certain exceptions, the continuance of such failure for a period of 60 days
after written notice is given to Jacor or JCC, as applicable, by the Trustee or
to Jacor or JCC, as applicable, and the Trustee by the Holders of at least 25%
in aggregate principal amount of the such Convertible Debt Securities or JCC
Debt Securities outstanding, as the case may be, (iv) certain events of
bankruptcy, insolvency or reorganization in respect of Jacor, JCC or any of
their Significant Subsidiaries, (v) a default in any issue of Indebtedness of
Jacor, 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 Jacor, JCC or any of their Subsidiaries and not stayed, bonded
or discharged within 60 days. The Indentures will provide 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 Jacor, JCC or any Significant
Subsidiary,) then in every such case, unless the principal of all of the
Convertible Debt Securities and JCC Debt Securities shall have already become
due and payable, either the Trustee or the Holders of 25% in aggregate principal
amount of such Convertible Debt Securities or JCC Debt Securities at the time
outstanding, by notice in writing to Jacor or 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 Senior Debt is outstanding pursuant to Jacor's or
JCC's credit facilities then in effect 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 Jacor or JCC, as applicable, 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
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Debt under such credit facilities. 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 or 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 Jacor, JCC or any Significant Subsidiary occurs, all
principal and accrued interest thereon will be immediately due and payable on
all outstanding Convertible Debt Securities and JCC Debt Securities without any
declaration or other act on the part of Trustee or the Holders. The Holders of a
majority in aggregate principal amount of such Convertible Debt Securities or
JCC Debt Securities at the time outstanding, as the case may be, 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 such
Convertible Debt Securities or JCC Debt Securities 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 any Convertible
Debt Securities or JCC Debt Securities, the Holders of a majority in aggregate
principal amount of such Convertible Debt Securities or JCC Debt Securities at
the time outstanding, as the case may be, 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 Debt Security or Convertible Debt Security 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 Debt Security or
Convertible Debt Security affected. Subject to the provisions of the Indentures
relating to the duties of the Trustee, the Trustee will be under no obligation
to exercise any of its rights or powers under the Indentures 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
Indentures and applicable law, the Holders of a majority in aggregate principal
amount of the Convertible Debt Securities or JCC Debt Securities at the time
outstanding, as the case may be, 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 Indentures will provide that Jacor or JCC may, at its option, elect to
have its obligations and the obligations of the Guarantors discharged with
respect to the outstanding Convertible Debt Securities and/or JCC Debt
Securities ("Legal Defeasance"). Such Legal Defeasance means that Jacor or JCC,
as applicable, shall be deemed to have paid and discharged the entire
indebtedness represented, and the Indentures shall cease to be of further effect
as to all such outstanding Convertible Debt Securities and JCC Debt Securities
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 Convertible
Debt Securities and JCC Debt Securities when such payments are due from the
trust funds; (ii) Jacor's or JCC's, as applicable, obligations with respect to
such Convertible Debt Securities and JCC Debt Securities concerning issuing
temporary Convertible Debt Securities and JCC Debt Securities, registration of
Convertible Debt Securities and JCC Debt Securities, mutilated, destroyed, lost
or stolen Convertible Debt Securities and JCC Debt Securities, 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 Jacor's or JCC's, as applicable, obligations in connection
therewith; and (iv) the Legal Defeasance provisions of the Indentures. In
addition, Jacor or JCC may, at its option and at any time, elect to have the
obligations of Jacor or JCC and the Guarantors released with respect to certain
covenants that are described in the Indentures ("Covenant Defeasance") and
thereafter any omission to comply with such obligations shall not constitute a
Default or Event of Default with respect to the Convertible Debt Securities and
JCC Debt Securities. In the event Covenant Defeasance
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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 Convertible Debt
Securities and JCC Debt Securities.
In order to exercise either Legal Defeasance or Covenant Defeasance, (i)
Jacor or JCC, as applicable, must irrevocably deposit with the Trustee, in
trust, for the benefit of the Holders of the Convertible Debt Securities and JCC
Debt Securities, 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 Convertible Debt Securities and JCC Debt
Securities 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 Convertible Debt Securities and JCC Debt Securities, and the Holders of
Convertible Debt Securities and JCC Debt Securities must have a valid,
perfected, exclusive security interest in such trust; (ii) in the case of the
Legal Defeasance, Jacor or JCC, as applicable, shall have delivered to the
Trustee an opinion of counsel in the United States reasonably acceptable to the
Trustee confirming that (A) Jacor or JCC, as applicable, has received from, or
there has been published by the Internal Revenue Service, a ruling or (B) since
the date of the Indentures, 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 Convertible Debt
Securities and JCC Debt Securities 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, Jacor or JCC, as applicable,
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
Convertible Debt Securities and JCC Debt Securities 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 Jacor, JCC or any of their Subsidiaries is a party or by
which Jacor, JCC or any of their Subsidiaries is bound; (vi) Jacor or JCC, as
applicable, shall have delivered to the Trustee an Officers' Certificate stating
that the deposit was not made by Jacor or JCC, as applicable, with the intent of
preferring the holders of such Convertible Debt Securities and JCC Debt
Securities over any other creditors of Jacor or JCC, as applicable, or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
Jacor or JCC, as applicable, or others; and (vii) Jacor or JCC, as applicable,
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.
Jacor or JCC, as applicable, shall have delivered to the Trustee any
required consent of the lenders under its then-existing credit facilities to
such defeasance or covenant defeasance, as the case may be.
AMENDMENTS AND SUPPLEMENTS
The Indentures will contain provisions permitting Jacor, 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 Convertible Debt
Securities and JCC Debt Securities at the time outstanding, as the case may be,
Jacor, JCC, the Guarantors and the Trustee are permitted to amend or supplement
the Indentures 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 such Convertible Debt
Securities and/or JCC Debt Securities at the time outstanding, provided, that no
such modification may, without the consent of each Holder affected
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thereby: (i) change the Stated Maturity on any Debt Security or Convertible Debt
Security 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 Debt Security or Convertible Debt Security 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 alter the provisions (including
the defined terms used therein) regarding the right of Jacor or JCC, as
applicable, to redeem the Convertible Debt Securities and JCC Debt Securities in
a manner adverse to the Holders, or (ii) reduce the percentage in principal
amount of the outstanding Convertible Debt Securities and/or JCC Debt
Securities, the consent of whose Holders is required for any such amendment,
supplemental indenture or waiver provided for in the Indentures, or (iii) modify
any of the waiver provisions, except to increase any required percentage or to
provide that certain other provisions of the Indentures cannot be modified or
waived without the consent of the Holder of each outstanding Debt Security or
Convertible Debt Security affected thereby. The Indentures will contain 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 lenders under the Jacor or JCC credit
facilities then in effect.
NO PERSONAL LIABILITY OF STOCKHOLDERS, OFFICERS OR DIRECTORS
The Indentures will provide that no direct or indirect stockholder,
employee, officer or director, as such, past, present or future of Jacor, JCC,
the Guarantors or any successor entity shall have any personal liability in
respect of the obligations of Jacor, JCC or the Guarantors under the Indentures,
the JCC Debt Securities and/or the Convertible Debt Securities by reason of his
or its status as such stockholder, employee, officer or director.
REGARDING THE TRUSTEE
The Indentures will provide that, except during the continuance of an Event
of Default, the Trustee shall perform only such duties as are specifically set
forth in the Indentures. During the continuance of any Event of Default, the
Trustee shall exercise such of the rights and powers vested in it under the
Indenture and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.
The Trustee may acquire and hold Convertible Debt Securities or JCC Debt
Securities and, subject to certain conditions, otherwise deal with Jacor or JCC
as if it were not the Trustee under the Indentures.
Jacor and JCC may maintain deposit accounts and conduct other banking
transactions with the Trustee in the ordinary course of Jacor's and JCC's
business.
CERTAIN DEFINITIONS
"ACQUIRED INDEBTEDNESS" means Indebtedness or Disqualified Capital Stock of
any person existing at the time such person becomes a Subsidiary of Jacor or
JCC, including by designation, or is merged or consolidated into or with either
of Jacor, JCC or one of their 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 Jacor or 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 Jacor or JCC, as
applicable. 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.
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"ASSET SWAP" means the execution of a definitive agreement, subject only to
regulatory approval and other customary closing conditions, that Jacor or JCC,
as applicable, in good faith believes will be satisfied, for a substantially
concurrent purchase and sale, or exchange, of Productive Assets between Jacor or
JCC, as applicable, or any of their 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.
"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 A-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 Jacor or JCC, as applicable, 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
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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 Jacor
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 Jacor or JCC, as applicable, 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 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 JCC, The Chase
Manhattan Bank, as Administrative Agent, Banque Paribas, as Documentation Agent,
Bank of America National Trust and Savings Association (as successor by merger
to Bank of America, Illinois), as Syndication Agent, and certain financial
institutions which are parties thereto from time to time, including any related
notes, guarantees, collateral documents, instruments, letters of credit,
reimbursement obligations and other agreements executed by Jacor, JCC and/or any
of their Subsidiaries in connection therewith (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, 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.
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"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 Convertible Debt Securities and JCC
Debt Securities, and (b) with respect to any Subsidiary of such person
(including with respect to any Subsidiary of Jacor or 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.
"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 Jacor or JCC, as applicable, (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 Jacor Common Stock, (c) transactions solely between Jacor or
JCC, as applicable, and any of their wholly owned Subsidiaries or solely among
wholly owned Subsidiaries of Jacor or JCC, as applicable, 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 any Tax Sharing
Agreement.
"FUTURE SUBSIDIARY GUARANTOR" means future Subsidiaries of Jacor or JCC and
their Subsidiaries, which are not prohibited form 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 Jacor or JCC or their 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
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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.
"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" with respect to each series of Convertible Debt Securities
and/or JCC Debt Securities issued under its respective Indenture, means the date
of first issuance of such series of Convertible Debt Securities and/or JCC Debt
Securities.
"JUNIOR SECURITY" means any Qualified Capital Stock and any Indebtedness of
Jacor, JCC or a Guarantor, as applicable, that is subordinated in right of
payment to Senior Debt at least to the same extent as the Convertible Debt
Securities and JCC Debt Securities 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 such Convertible Debt
Securities and/or JCC Debt Securities; PROVIDED, that in the case of
subordination in respect of Senior Debt under Jacor's or JCC's then-existing
credit facilities, "Junior Security" shall mean any Qualified Capital Stock and
any Indebtedness of Jacor, 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 such credit facilities 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 such credit facilities on the date
of issuance of such Qualified Capital Stock or Indebtedness at least to the same
extent as such Convertible Debt Securities and/or JCC Debt Securities.
"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
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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.
"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 Jacor and/ or JCC, as applicable, in the case of a sale of Qualified
Capital Stock and by Jacor and/or JCC, as applicable, and their Subsidiaries in
respect of an Asset Sale or an Event of Loss plus, in the case of an issuance of
Qualified Capital Stock of Jacor and/or JCC, as applicable, upon any exercise,
exchange or conversion of securities (including options, warrants, rights and
convertible or exchangeable debt) of Jacor and/or JCC, as applicable, that were
issued for cash on or after the Issue Date, the amount of cash originally
received by Jacor and/or JCC, as applicable, 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 Jacor and/or JCC, as
applicable, or the amount actually incurred, if greater) of income, franchise,
sales and other applicable taxes required to be paid by Jacor and/or JCC, as
applicable, or any of their Subsidiaries in connection with such Asset Sale.
"OBLIGATION" means any principal, premium or interest payment, or monetary
penalty, or damages, due by Jacor, JCC or any Guarantor under the terms of the
JCC Debt Securities, Convertible Debt Securities and/or the respective
Indenture.
"PERMITTED INDEBTEDNESS" means any of the following:
(a) Jacor, JCC and their 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 Jacor's or 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) Jacor and 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 Jacor or JCC; PROVIDED, that
in the case of Indebtedness of Jacor or JCC, such obligations shall be unsecured
and subordinated in all respects to Jacor's or JCC's obligations pursuant to the
Convertible Debt Securities and JCC Debt Securities and the date of any event
that causes such Subsidiary Guarantor to no longer be a wholly owned Subsidiary
shall be an Incurrence Date;
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(c) Jacor, JCC and the Guarantors may incur Indebtedness evidenced by the
Convertible Debt Securities and JCC Debt Securities and the Guarantees and
represented by the respective Indenture up to the amounts specified therein as
of the date thereof;
(d) Jacor, 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) Jacor, JCC and their 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) Jacor, JCC and the Guarantors may incur Indebtedness incurred pursuant
to Jacor's or JCC's then-existing credit facilities 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 the maximum
borrowing amount permitted by such credit facilities, 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 such lenders, minus the amount of any such
Indebtedness retired with Net Cash Proceeds from any Asset Sale;
(g) Jacor, JCC and the Subsidiary Guarantors may incur Indebtedness under
Interest Swap and Hedging Obligations that do not increase the Indebtedness of
Jacor 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 respective 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 Jacor or 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) Jacor, JCC and their Subsidiaries may incur Indebtedness existing on the
Issue Date.
"PERMITTED INVESTMENT" means:
(a) Investments in any of the Convertible Debt Securities and/or JCC Debt
Securities;
(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 Jacor, or (ii) the Acquired Person immediately thereupon either
(1) is merged or consolidated with or into Jacor or any of its Subsidiaries and
the surviving person is Jacor or a Subsidiary of Jacor or (2) transfers or
conveys all or substantially all of its assets, or is liquidated into, Jacor,
JCC or any of their Subsidiaries.
(f) Investments in a person with whom Jacor, JCC or any of their
Subsidiaries have entered into, (i) local marketing agreements or time brokerage
agreements pursuant to which Jacor, JCC or any one of their 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 Jacor, JCC or
any of their Subsidiaries sells substantially all of the advertising time for
such person's radio broadcast station(s);
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(g) Investments that are in persons which will have the purpose of
furthering the operations of Jacor, JCC and their 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 Jacor or 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 Jacor or
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 case materially detract from the value of the property, subject
thereto (as such property is used by Jacor, JCC or any of their Subsidiaries) or
interfere with the ordinary conduct of the business of Jacor, JCC or any of
their 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 Jacor, 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 Jacor, JCC or any of their Subsidiaries or materially detracting
from the value of the relative assets of Jacor, JCC or any of their
Subsidiaries; (j) Liens arising from precautionary Uniform Commercial Code
financing statement filings regarding operating leases entered into by Jacor,
JCC or any of their 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
Convertible Debt Securities and JCC Debt Securities 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 lenders pursuant to Jacor's or JCC's then-existing
credit facilities and (m) Liens on property of a Subsidiary of Jacor or JCC
provided that such Liens secure only obligations owing by such Subsidiary to
Jacor or JCC or another Subsidiary of Jacor or JCC.
"PRODUCTIVE ASSETS" means assets of a kind used or usable by Jacor, JCC and
their 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 Jacor or 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 Jacor or JCC
issued on or after the Issue Date with the Net
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Cash Proceeds received by Jacor or 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 JCC Debt Securities, Convertible Debt Securities
and/or the respective 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 Jacor or
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 all
respects, be no less subordinated or junior, if applicable, to the rights of
Holders of the Convertible Debt Securities and JCC Debt Securities 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 Jacor, JCC and their Subsidiaries as of the Issue Date and any and
all businesses that in the good faith judgment of the Board of Directors of
Jacor or JCC, as applicable, 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 Jacor, JCC or a Subsidiary
Guarantor shall not be deemed to be a Restricted Investment so long as the
surviving entity is Jacor, 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
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Jacor or JCC, or to any of their wholly owned Subsidiary Guarantors, by any of
the Subsidiaries of Jacor or 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 Jacor, JCC or any Guarantor means Indebtedness (including
any monetary obligation in respect of Jacor's or JCC's then-existing credit
facilities, and interest, whether or not such interest is allowed or allowable,
accruing on Indebtedness incurred pursuant to such credit facilities at the
contracted-for rate after the commencement of any proceeding under any
bankruptcy, insolvency or similar law) of Jacor, JCC or such Guarantor arising
under such credit facilities 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 Convertible Debt Securities and JCC Debt
Securities or the applicable Guarantee; provided, that in no event shall Senior
Debt include (a) Indebtedness to any Subsidiary of Jacor or JCC or any officer,
director or employee of Jacor or JCC or any Subsidiary of Jacor or JCC, (b)
Indebtedness incurred in violation of the terms of the respective Indenture, (c)
Indebtedness to trade creditors, (d) Disqualified Capital Stock and (e) any
liability for taxes owed or owing by Jacor, 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 each series of Convertible Debt
Securities and/or JCC Debt Securities issued under the respective Indenture or
any installment of principal thereof or premium thereon or interest thereon,
means the date specified in such series of Convertible Debt Securities and/or
JCC Debt Securities or a coupon, if any, representing such installment of
interest, as the date on which the principal of such series of Convertible Debt
Securities and/or JCC Debt Securities or such installment of principal, premium,
or interest is due and payable.
"SUBORDINATED INDEBTEDNESS" means Indebtedness of Jacor, JCC or a Guarantor
that is subordinated in right of payment to the Convertible Debt Securities and
JCC Debt Securities or such Guarantee, as applicable, in any respect or has a
stated maturity on or after the Stated Maturity.
"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 Indentures, but
excluding any Persons whose guarantees have been released pursuant to the terms
of the Indentures. The "PRESENT SUBSIDIARY GUARANTORS" means Broadcast Finance,
Inc; Cine Films, Inc.; Cine Guarantors, Inc.; Cine Guarantors II, Inc.; Cine
Guarantors II, Ltd.; Cine Mobile Systems Int'l. N.V.; Cine Movil S.A. de C.V.;
Citicasters Co.; F.M.I. Pennsylvania, Inc.; GACC-N26LB, Inc.; GACC-340, Inc.;
Georgia Network Equipment, Inc.; Great American Merchandising Group, Inc.; Great
American Television Productions, Inc.; Inmobiliaria Radial, S.A. de C.V.; Jacor
Broadcasting Corporation; Jacor Broadcasting of Atlanta, Inc.; Jacor
Broadcasting of Charleston, Inc.; Jacor Broadcasting of Colorado, Inc.; Jacor
Broadcasting of Denver, Inc.; Jacor Broadcasting of Florida, 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 Broadcasting of San
Diego, Inc.; Jacor Broadcasting of Sarasota, Inc.; Jacor Broadcasting of St.
Louis, Inc.; Jacor Broadcasting of Tampa Bay, Inc.; Jacor Broadcasting of
Toledo, Inc.; Jacor Broadcasting of Youngstown, Inc.; Jacor Cable,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
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Louisville, Inc.; Jacor Licensee of Louisville II, Inc.; Jacor Licensee of Salt
Lake City, Inc.; Jacor Licensee of Salt Lake City II, Inc.; Jacor/Premiere
Holding, Inc.; JBSL, Inc.; Location Productions, Inc.; Location Productions II,
Inc.; MultiVerse Acquisition Corp.; Noble Broadcast Center, Inc.; Noble
Broadcast Group, Inc.; Noble Broadcast Holdings, Inc.; Noble Broadcast Licenses,
Inc.; Noble Broadcast of San Diego, Inc.; Nobro, S.C.; Nova Marketing Group,
Inc.; NSN Network Services, Ltd.; Premiere Radio Networks, Inc.; Radio-Active
Media, Inc.; Sports Radio Broadcasting, Inc.; Sports Radio, Inc.; Taft-TCI
Satellite Services, Inc.; The Sy Fischer Company Agency, Inc.; VTTV Productions;
and WHOK, Inc., each a direct or indirect subsidiary of Jacor and JCC 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.
DESCRIPTION OF CAPITAL STOCK
Jacor's Certificate of Incorporation authorizes 104,000,000 shares of
capital stock, of which 100,000,000 shares are Jacor Common Stock, 2,000,000
shares are Class A Preferred Stock, $.01 par value and 2,000,000 shares are
Class B Preferred Stock, $.01 par value (together with the Class A Preferred
Stock, the "Preferred Stock"). As of November 5, 1997, 45,564,401 shares of
Jacor Common Stock were issued and outstanding.
JACOR COMMON STOCK
Under Jacor's Certificate of Incorporation and Delaware law, the holders of
Jacor Common Stock have no preemptive rights and the Jacor Common Stock has no
redemption, sinking fund, or conversion privileges. The holders of Jacor Common
Stock are entitled to one vote for each share held on any matter submitted to
the stockholders and do not have the right to cumulate their votes in the
election of directors. All corporate action requiring stockholder approval,
unless otherwise required by law, Jacor's Certificate of Incorporation or its
Bylaws, must be authorized by a majority of the votes cast. Approval of only a
majority of the outstanding voting shares is required to effect (i) an amendment
to Jacor's Certificate of Incorporation, (ii) a merger or consolidation, and
(iii) a disposition of all or substantially all of Jacor's assets. A majority of
the directors on the Jacor Board, as well as a majority of the outstanding
voting shares, have the ability to amend the Jacor Bylaws.
In the event of liquidation, each share of Jacor Common Stock is entitled to
share ratably in the distribution of remaining assets after payment of all
debts, subject to the prior rights in liquidation of any share of Jacor
Preferred Stock issued. Holders of shares of Jacor Common Stock are entitled to
share ratably in such dividends as the Jacor Board of Directors, in its
discretion, may validly declare from funds legally available therefor, subject
to the prior rights of holders of shares of Jacor Preferred Stock as may be
outstanding from time to time. Certain restrictions on the payment of dividends
are imposed under the Credit Facility. See "Risk Factors--Lack of Dividends;
Restrictions on Payments of Dividends."
Jacor's Certificate of Incorporation provides that outstanding shares of
Common Stock held by a Disqualified Holder (as defined below) are subject to
redemption by the Company, by action of the Jacor Board of Directors to the
extent necessary to prevent the loss or secure the reinstatement of any license
or franchise from any governmental agency held by the Company or any of its
subsidiaries, which license or franchise is conditioned upon some or all of the
holders of the Company's stock possessing prescribed qualifications and/or
restrictions. The Certificate of Incorporation prescribes the following terms
and conditions for such redemption: (a) the redemption price of the shares to be
redeemed shall be equal to the lesser of (i) the Fair Market Value (as defined
below) of such shares or (ii) if such stock was purchased by such Disqualified
Holder within one year of the redemption date, such Disqualified Holder's
purchase price for such shares; (b) the redemption price of such shares may be
paid in cash, securities (valued according to a specified method) or any
combination thereof; (c) if less than all the shares held by Disqualified
Holders are
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to be redeemed, the shares to be redeemed will be selected in such manner as is
determined by the Jacor Board of Directors, which may include selection first of
the most recently purchased shares thereof, selection by lot or selection in any
other manner determined by the Jacor Board of Directors; (d) at least 30 days
written notice of the redemption date must be given to the record holders of the
shares selected to be redeemed (unless waived in writing by such holder),
provided that the redemption date may be the date on which written notice is
given to such record holders if the cash or securities necessary to effect the
redemption shall have been deposited in trust for the benefit of such record
holders and subject to immediate withdrawal by them upon surrender of the stock
certificates for their shares to be redeemed; (e) from and after the redemption
date, any and all rights of whatever nature, which may be held by the owners of
shares called for redemption (including without limitation any rights to vote or
participate in dividends declared on stock of the same class or series as such
shares), shall cease and terminate and they shall thenceforth be entitled only
to receive the cash or securities payable in respect of such redemption; and (f)
such other terms and conditions as the Jacor Board of Directors may determine.
For purposes of the foregoing provisions of the Certificate of
Incorporation, the following meanings are assigned to certain terms:
"Disqualified Holder" means any holder of shares of capital stock of the Company
whose holding of such stock, either individually or when taken together with the
holding of shares of stock of the Company by any other holders, may result, in
the judgment of the Jacor Board of Directors, in the loss of, or the failure to
secure the reinstatement of, any license or franchise from any governmental
agency held by the Company or any of its subsidiaries to conduct any portion of
the business of the Company or its subsidiaries. "Fair Market Value" of the
Company's stock of any class or series of stock means the average closing price
for such a share for each of the 45 most recent days on which the shares of
stock of such class or series were traded preceding the day on which notice of
redemption was given, except that if such shares of stock of such class or
series are not traded on any securities exchange or in the over-the-counter
market, "Fair Market Value" is any value determined by the Jacor Board of
Directors in good faith. See "Risk Factors -- FCC Regulation of Broadcasting
Industry."
JACOR CLASS A AND CLASS B PREFERRED STOCK
No shares of Jacor Preferred Stock have been issued. The Class A Preferred
Stock has full voting rights. The Class B Preferred Stock has no voting rights
except as otherwise provided by law or as lawfully fixed by the Jacor Board of
Directors with respect to a particular series.
Jacor's Certificate of Incorporation authorizes the Jacor Board of Directors
to provide from time to time for the issuance of the shares of Jacor Preferred
Stock and by resolution to establish the terms of each such series, including
(i) the number of shares of the series and the designation thereof, (ii) the
rights in respect of dividends on the shares, (iii) liquidation rights, (iv)
redemption rights, (v) the terms of any purchase, retirement or sinking fund to
be provided for the shares of the series, (vi) terms of conversion, if any,
(vii) restrictions, limitations and conditions, if any, on issuance of
indebtedness of Jacor, (viii) voting rights; and (ix) any other preferences and
other rights and limitations not inconsistent with law, the Certificate of
Incorporation, or any resolution of the Jacor Board of Directors.
The issuance of Jacor Preferred Stock, while providing flexibility in
connection with the possible acquisitions and other corporate purposes, could
among other things adversely affect the rights of holders of Jacor Common Stock,
and, under certain circumstances, make it more difficult for a third party to
gain control of Jacor. In the event that shares of Jacor Preferred Stock are
issued and convertible into shares of Jacor Common Stock the holders of Jacor
Common Stock may experience dilution.
The Prospectus Supplement for any series of Jacor Preferred Stock will state
the terms, if any, on which shares of that series are convertible into shares of
another series of Jacor Preferred Stock or Jacor Common Stock or exchangeable
for another series of Jacor Preferred Stock, Jacor Common Stock or other debt
securities issued hereunder.
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JACOR DEPOSITARY SHARES
Jacor may, at its option, elect to offer fractional shares of Class A or
Class B Preferred Stock, rather than full shares of Class A or Class B Preferred
Stock. In the event such option is exercised, Jacor will issue receipts for
Jacor Depositary Shares, each of which will represent a fraction (to be set
forth in the Prospectus Supplement relating to the Class A or Class B Preferred
Stock) of a share of such Jacor Preferred Stock.
The share of Class A or Class B Preferred Stock represented by Jacor
Depositary Shares will be deposited under a Deposit Agreement (the "Deposit
Agreement") between Jacor and a bank or trust company selected by Jacor having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000 (the "Depositary"). Subject to the terms of the
Deposit Agreement, each owner of a Depositary Share will be entitled, in
proportion to the applicable fraction of a share of Class A or Class B Preferred
Stock represented by such Depositary Share, to all the rights and preferences of
the Class A or Class B Preferred Stock represented thereby (including dividend,
voting, redemption, conversion and liquidation rights).
The above summary description of the Jacor Depositary Shares does not
purport to be complete and is subject to, and qualified in its entirety by
reference to, the description in the applicable Prospectus Supplement and the
detailed provisions of the Deposit Agreement (which will contain the form of
Depositary Receipt). A copy of the form of Deposit Agreement is available upon
request.
CITICASTERS WARRANTS
Jacor issued warrants (the "Citicasters Warrants") pursuant to the terms of
its February 1996 agreement to acquire Citicasters Inc. through a merger (the
"Citicasters Merger") of JCC (formerly JCAC, Inc.) with and into Citicasters
Inc. ("Citicasters"). If all of the Citicasters Warrants are exercised,
4,400,000 shares of Jacor Common Stock would be issued. Each Citicasters Warrant
initially entitles the holder thereof to purchase .2035247 of a share of Jacor
Common Stock at a price of $28.00 per full share (the "Citicasters Price"). The
Citicasters Price and the number of shares of Jacor Common Stock issuable upon
the exercise of each Citicasters Warrant are subject to adjustment in certain
events described below. Each Citicasters
Warrant may be exercised until 5:00 p.m., Eastern Time, on September 18, 2001
(the "Citicasters Expiration Date") in accordance with the terms of the
Citicasters Warrants and Citicasters Warrant Agreement. To the extent that any
Citicasters Warrant remains outstanding after such time, such unexercised
Citicasters Warrant will automatically terminate.
Citicasters Warrants may be exercised by surrendering to the warrant agent a
signed Citicasters Warrant certificate together with the form of election to
purchase on the reverse thereof indicating the warrant holder's election to
exercise all or a portion of the Citicasters Warrants evidenced by such
certificate. Surrendered certificates must be accompanied by payment of the
aggregate Citicasters Price in respect of the Citicasters Warrant to be
exercised, which payment may be made in cash or by certified or bank cashier's
check drawn on a banking institution chartered by the government of the United
States or any state thereof payable to the order of Jacor. No adjustments as to
cash dividends with respect to the Jacor Common Stock will be made upon any
exercise of Citicasters Warrants.
If fewer than all of the Citicasters Warrants evidenced by any certificate
are exercised, the warrant agent will deliver to the exercising warrant holder a
new Citicasters Warrant certificate representing the unexercised Citicasters
Warrants. Jacor will not be required to issue fractional shares of Jacor Common
Stock upon exercise of any Citicasters Warrant and in lieu thereof will pay in
cash an amount equal to the same fraction of the closing price per share of the
Jacor Common Stock, determined as provided in the Citicasters Warrant Agreement.
Jacor has reserved for issuance a number of shares of Jacor Common Stock
sufficient to provide for the exercise of the rights of purchase represented by
the Citicasters Warrants.
A Citicasters Warrant may not be exercised in whole or in part if in the
reasonable opinion of counsel to Jacor the issuance of Jacor Common Stock upon
such exercise would cause Jacor to be in violation of the Communications Act or
the rules and regulations in effect thereunder.
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The number of shares of Jacor Common Stock purchasable upon the exercise of
each Citicasters Warrant and the Citicasters Price are subject to the adjustment
in connection with (i) the issuance of a stock dividend to holders of Jacor
Common Stock, a combination or subdivision or issuance by reclassification of
Jacor Common Stock; (ii) the issuance of rights, options or warrants to all
holders of Jacor Common Stock without charge to such holders to subscribe for or
purchase shares of Jacor Common Stock at a price per share which is lower than
the current market price; and (iii) certain distributions by Jacor to the
holders of Jacor Common Stock of evidences of indebtedness or of its assets
(excluding cash dividends, or distributions out of earnings or out of surplus
legally available for dividends) or of convertible securities, all as set forth
in the Citicasters Warrant Agreement. Notwithstanding the foregoing, no
adjustment in the number of shares of Jacor Common Stock issuable upon the
exercise of Citicasters Warrants will be required until such adjustment would
require an increase or decrease of at least one percent (1%) in the number of
shares of Jacor Common Stock purchasable upon the exercise of each Citicasters
Warrant. In addition, Jacor may at its option reduce the Citicasters Price.
In case of any consolidation or merger of Jacor with or into another
corporation, or any sale, transfer or lease to another corporation of all or
substantially all of the property of Jacor, the Citicasters Warrant Agreement
requires that effective provisions be made so that each holder of an outstanding
Citicasters Warrant will have the right thereafter to exercise the Citicasters
Warrant for the kind and amount of securities and property receivable in
connection with such consolidation, merger, sale, transfer or lease by a holder
of the number of shares of Jacor Common Stock for which such Citicasters Warrant
were exercisable immediately prior thereto.
The Citicasters Warrant Agreement may be amended or supplemented without the
consent of the holders of Citicasters Warrants to cure any ambiguity or to
correct or supplement any defective or inconsistent provision contained therein,
or to make such other necessary or desirable changes which shall not adversely
affect the interests of the warrant holders. Any other amendment to the
Citicasters Warrant Agreement requires the consent of warrant holders
representing not less than 50% of the Citicasters Warrants then outstanding
provided that no change in the number or nature of the securities purchasable
upon the exercise of any Citicasters Warrant, or the Citicasters Price therefor,
or the acceleration of the Citicasters Expiration Date, and no change in the
antidilution provisions which would adversely affect the interest of the holders
of Citicasters Warrants, shall be made without the consent of the holder of such
Citicasters Warrant, other than such changes as are specifically prescribed by
the Citicasters Warrant Agreement or are made in compliance with the applicable
law.
No holder of Citicasters Warrants is entitled to vote or receive dividends
or be deemed for any purpose the holder of Jacor Common Stock until the
Citicasters Warrants are properly exercised as provided in the Citicasters
Warrant Agreement.
REGENT WARRANTS
Jacor issued warrants (the "Regent Warrants") pursuant to the terms of its
October 1996 merger agreement (the "Regent Merger Agreement") with Regent
Communications, Inc. ("Regent"), whereby Regent merged with and into Jacor. If
all such Regent Warrants are exercised, 500,000 shares of Jacor Common Stock
would be issued. Each Regent Warrant initially entitles the holder thereof to
purchase .11271 (the "Fraction") of a share of Jacor Common Stock at a price of
$40.00 per full share (the "Regent Price"). The Regent Price and the number of
shares of Jacor Common Stock issuable upon the exercise of each Regent Warrant
are subject to adjustment in certain events described below. Each Regent Warrant
may be exercised until 5:00 pm., Eastern Time, on February 27, 2002 (the "Regent
Expiration Date") in accordance with the terms of the Regent Warrants and the
Regent Warrant Agreement; PROVIDED, HOWEVER, if any of the Regent Warrants are
called for redemption by Jacor, at a price per Regent Warrant equal to $12.00
multiplied by the Fraction, as adjusted from time to time under the terms of the
Regent Warrant Agreement, on or after February 27, 2000, the right to so redeem
the Regent Warrants shall expire at the close of business, New York time, on
such redemption date. To the extent that any Regent Warrant remains outstanding
after such time, such unexercised Regent Warrant will automatically terminate.
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Regent Warrants may be exercised by surrendering to the warrant agent a
signed Regent Warrant certificate together with the form of election to purchase
on the reverse thereof indicating the warrant holder's election to exercise all
or a portion of the Regent Warrants evidenced by such certificate. Surrendered
certificates must be accompanied by payment of the aggregate Regent Price in
respect of the Regent Warrants to be exercised, which payment may be made in
cash or by certified or bank cashier's check drawn on a banking institution
chartered by the government of the United States or any state thereof payable to
the order of Jacor. No adjustments as to cash dividends with respect to the
Jacor Common Stock will be made upon any exercise of Regent Warrants.
If fewer than all the Regent Warrants evidenced by any certificate are
exercised, the warrant agent will deliver to the exercising warrant holder a new
Regent Warrant certificate representing the unexercised Regent Warrants. Jacor
will not be required to issue fractional shares of Jacor Common Stock upon
exercise of any Regent Warrant and in lieu thereof will pay in cash an amount
equal to the same fraction of the closing price per share of Jacor Common Stock,
determined as provided in the Regent Warrant Agreement. Jacor has reserved for
issuance a number of shares of Jacor Common Stock sufficient to provide for the
exercise of the rights of purchase represented by the Regent Warrants.
A Regent Warrant may not be exercised in whole or in part if in the
reasonable opinion of counsel to Jacor the issuance of Jacor Common Stock upon
such exercise would cause Jacor to be in violation of the Communications Act or
the rules and regulations in effect thereunder.
The number of shares of Jacor Common Stock purchasable upon the exercise of
each Regent Warrant and the Regent Price are subject to adjustment in connection
with (i) the issuance of a stock dividend to holders of Jacor Common Stock, a
combination or subdivision or issuance by reclassification of Jacor Common
Stock; (ii) the issuance of rights, options or warrants to all holders of Jacor
Common Stock without charge to such holders to subscribe for or purchase shares
of Jacor Common Stock at a price per share which is lower than the current
market price; and (iii) certain distributions by Jacor to the holders of Jacor
Common Stock of evidences of indebtedness or of its assets (excluding cash
dividends or distributions pursuant to an announced policy of Jacor payable out
of earnings or out of surplus legally available for dividends) or of convertible
securities, all as set forth in the Regent Warrant Agreement. Notwithstanding
the foregoing, no adjustment in the number of shares of Jacor Common Stock
issuable upon the exercise of the Regent Warrants will be required until such
adjustment would require an increase or decrease of at least one percent (1%) in
the number of shares of Jacor Common Stock purchasable upon the exercise of each
Regent Warrant. In addition, Jacor may at its option reduce the Regent Price to
any amount deemed appropriate by the Jacor Board of Directors.
In case of any consolidation or merger of Jacor with or into another
corporation, or any sale, transfer or lease to another corporation of all or
substantially all the property of Jacor, the Regent Warrant Agreement requires
that effective provisions be made so that each holder of an outstanding Regent
Warrant will have the right thereafter to exercise the Regent Warrant for the
kind and amount of securities and property receivable in connection with such
consolidation, merger, sale, transfer or lease by a holder of the number of
shares of Jacor Common Stock for which such Regent Warrant were exercisable
immediately prior thereto.
The Regent Warrant Agreement may be amended or supplemented without the
consent of the holders of Regent Warrants to cure any ambiguity or to correct or
supplement any defective or inconsistent provision contained therein, or to make
such other necessary or desirable changes which shall not adversely affect the
interests of the warrant holders. Any other amendment to the Regent Warrant
Agreement shall require the consent of warrant holders representing not less
than 50% of the Regent Warrants then outstanding provided that no change in the
number or nature of the securities purchasable upon the exercise of any Regent
Warrant, or the Regent Price therefor, or the acceleration of the Regent
Expiration Date, and no change in the antidilution provisions which would
adversely affect the interests of the holders of Regent Warrants, shall be made
without the consent of the holder of such Regent Warrant, other than such
changes as are specifically prescribed by the Regent Warrant Agreement or are
made in compliance with applicable law.
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No holder of Regent Warrants is entitled to vote or receive dividends or be
deemed for any purpose the holder of Jacor Common Stock until the Regent
Warrants are properly exercised as provided in the Regent Warrant Agreement.
DELAWARE ANTITAKEOVER STATUTE
Jacor is subject to the "business combination" statute of the Delaware
General Corporation Law (Section 203). In general, such statute prohibits a
publicly held Delaware corporation from engaging in various "business
combination" transactions with any "interested stockholder" for a period of
three years after the date of the transaction in which the person became an
"interested stockholder," unless (i) such transaction is approved by the Board
of Directors prior to the date the "interested stockholder" obtains such status,
(ii) upon consummation of the transaction the interested stockholder
beneficially owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, excluding for purposes of
determining the number of shares outstanding those shares owned by (a) persons
who are directors and also officers and (b) employee stock plans in which
employee participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange offer,
or (iii) the "business combination" is approved by the Board of Directors and
authorized at an annual or special meeting of stockholders by the affirmative
vote of at least 66 2/3% of the outstanding voting stock which is not owned by
the "interested stockholder." A "business combination" includes mergers, asset
sales and other transactions resulting in a financial benefit to an "interested
stockholder." An "interested stockholder" is a person who, together with
affiliates and associates, owns (or within three years, did own) 15% or more of
the corporation's voting stock. The statute could prohibit or delay mergers or
other takeover or change in control attempts with respect to Jacor and,
accordingly, may discourage attempts to acquire Jacor.
REGISTRAR AND TRANSFER AGENT
ChaseMellon Shareholder Services LLC is the registrar and transfer agent for
the Jacor Common Stock and the warrant agent for the Citicasters Warrants and
the Regent Warrants.
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, which are filed as exhibits to the Registration Statement of which this
Prospectus is a part and to which reference is hereby made.
CREDIT FACILITY
JCC amended and restated its credit facility with a syndicate of banks and
other financial institutions on September 16, 1997 (the "Credit Facility"). The
Credit Facility provides 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, 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
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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, 10 1/8% Notes, 9 3/4%
Notes and 8 3/4% 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,
10 1/8% Notes, 9 3/4% Notes or 8 3/4% 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.
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"). The 10 1/8% 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 JCC and the Subsidiary Guarantors
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 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
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(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, LYONs, 9 3/4% Notes
and 8 3/4% Notes) and certain events of bankruptcy, insolvency and
reorganization.
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 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."
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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, 9 3/4% Notes, 10 1/8% Notes and 8 3/4% Notes) and certain
events of bankruptcy, insolvency and reorganization.
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"). 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 JCC and the Subsidiary Guarantors
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, LYONs, 10 1/8% Notes and 8 3/4%
Notes) and certain events of bankruptcy, insolvency and reorganization.
8 3/4% NOTES
In June 1997, JCC conducted an offering (the "8 3/4% Notes Offering")
whereby JCC issued and sold 8 3/4% Senior Subordinated Notes due 2007 (the
"8 3/4% Notes") in an aggregate principal amount of
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<PAGE>
$150.0 million. The 8 3/4% Notes were issued pursuant to an Indenture between
JCC and The Bank of New York, as Trustee (the "8 3/4% Note Indenture"). The
8 3/4% Notes have interest payment dates of June 15 and December 15, commencing
on December 15, 1997, and mature on June 15, 2007.
Upon issuance, the 8 3/4% Notes were subject to certain trading restrictions
but were eligible for trading in the Private Offering, Resales and Trading
through Automated Linkages market. JCC and the Subsidiary Guarantors agreed, for
the benefit of the holders of the 8 3/4% Notes, that they would use their
reasonable best efforts to file a registration statement within 90 days of the
date of issuance of the 8 3/4% Notes relating to a registered exchange offer of
the 8 3/4% Notes for new 8 3/4% Notes with substantially identical terms except
that the new 8 3/4% Notes will not contain terms with respect to transfer
restrictions. JCC and the Subsidiary Guarantors are expected to commence the
exchange offer on or about December 1, 1997.
The 8 3/4% Note Indenture contains certain covenants which impose certain
limitations and restrictions on the ability of JCC and the Subsidiary Guarantors
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 8 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
8 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 8 3/4% Notes,
including pursuant to a change of control offer. Furthermore, a change of
control under the 8 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 or 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 8 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 8 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, LYONs, 10 1/8% Notes and 9 3/4%
Notes) and certain events of bankruptcy, insolvency and reorganization.
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PLAN OF DISTRIBUTION
Jacor and/or JCC may sell the Securities to one or more underwriters for
public offering and sale in the United States or eligible foreign jurisdictions
by them or may sell the Securities to investors directly or through agents. Any
such underwriter or agent involved in the offer and sale of Securities will be
named in the applicable Prospectus Supplement. Jacor and JCC have reserved the
right to sell Securities directly to investors on its own behalf in those
jurisdictions where and in such manner as it is authorized to do so.
Underwriters may offer and sell Securities at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices. Jacor and/or
JCC also may, from time to time, authorize dealers, acting as Jacor's agents, to
offer and sell Securities upon the terms and conditions as are set forth in the
applicable Prospectus Supplement. In connection with the sale of Securities,
underwriters may receive compensation from Jacor and/or JCC in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of the Securities for whom they may act as agent. Underwriters may
sell Securities to or through dealers, and such dealers may receive compensation
in the form of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as agent.
Any underwriting compensation paid by Jacor and/or JCC to underwriters or
agents in connection with the offering of Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable Prospectus Supplement. Dealers and agents
participating in the distribution of Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the Securities may be deemed to be underwriting
discounts and commissions. Underwriters, dealers and agents may be entitled,
under agreements entered into with Jacor and/or JCC, to indemnification against
and contribution toward certain civil liabilities, including liabilities under
the Securities Act.
If so indicated in the Prospectus Supplement, Jacor and/or JCC will
authorize dealers acting as Jacor's and/or JCC's agents to solicit offers by
certain institutions to purchase the Securities from Jacor and/or JCC at the
public offering price set forth in the applicable Prospectus Supplement pursuant
to delayed delivery contracts ("Contracts") providing for payment and delivery
on the date or dates stated in such Prospectus Supplement. Each Contract will be
for an amount not less than the amounts stated in the applicable Prospectus
Supplement. Institutions with whom Contracts, when authorized, may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions, and other
institutions but will in all cases be subject to the approval of Jacor and/or
JCC. Contracts will not be subject to any conditions except (i) the purchase by
the institution of the Securities covered by its Contract shall not at the time
of delivery be prohibited under the laws of any jurisdiction in the United
States to which such institution is subject, and (ii) if the Securities are
being sold to underwriters, Jacor and/or JCC shall have sold to such
underwriters the total amount specified in the applicable Prospectus Supplement.
A commission indicated in the applicable Prospectus Supplement will be paid to
underwriters and agents soliciting purchases of Securities pursuant to Contracts
accepted by Jacor and/or JCC.
Underwriters and dealers may engage in passive market making transactions in
Jacor Common Stock in accordance with Rule 103 of Regulation M promulgated by
the Commission. In general, a passive market maker may not bid for or purchase
Jacor Common Stock at a price that exceeds the highest independent bid. In
addition, the net daily purchases made by any passive market maker generally may
not exceed 30% of its average daily trading volume in Jacor Common Stock during
a specified two month prior period, or 200 shares, whichever is greater. A
passive market maker must identify passive market making bids on the Nasdaq
electronic inter-dealer reporting system. Passive market making may stabilize or
maintain the market price of Jacor Common Stock above independent market levels.
Underwriters and dealers are not required to engage in passive market making and
may end passive market making activities at any time.
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VALIDITY OF SECURITIES
Unless otherwise indicated in an applicable Prospectus Supplement relating
to the Securities, the validity of the Securities offered hereby will be passed
upon for Jacor, JCC and the Subsidiary Guarantors by Graydon, Head & Ritchey,
Cincinnati, Ohio.
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
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
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 this
Registration Statement, have been incorporated by reference herein 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.
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN SO AUTHORIZED BY JACOR,
JCC OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER TO SELL IS NOT AUTHORIZED, OR IN WHICH THE PERSON 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 THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF JACOR OR JCC SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
-------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
AVAILABLE INFORMATION.......................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE.................................... 3
RISK FACTORS................................... 4
BUSINESS....................................... 7
USE OF PROCEEDS................................ 7
CONSOLIDATED RATIOS OF EARNINGS TO FIXED
CHARGES AND EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS........ 7
DESCRIPTION OF CONVERTIBLE DEBT SECURITIES AND
JCC DEBT SECURITIES.......................... 8
General...................................... 8
Conversion of Convertible Debt Securities.... 10
Exchangeability.............................. 10
Subordination................................ 10
Fraudulent Transfer Considerations........... 12
Certain Covenants............................ 13
Reports...................................... 21
Events of Default and Remedies............... 21
Legal Defeasance and Covenant Defeasance..... 22
Amendments and Supplements................... 23
No Personal Liability of Stockholders,
Officers or Directors...................... 24
Regarding the Trustee........................ 24
Certain Definitions.......................... 24
DESCRIPTION OF CAPITAL STOCK................... 34
Jacor Common Stock........................... 34
Jacor Class A and Class B Preferred Stock.... 35
Jacor Depositary Shares...................... 36
Citicasters Warrants......................... 36
Regent Warrants.............................. 37
Delaware Antitakeover Statute................ 39
Registrar and Transfer Agent................. 39
DESCRIPTION OF INDEBTEDNESS.................... 39
Credit Facility.............................. 39
10 1/8% Notes................................ 40
Liquid Yield Option-TM- Notes................ 41
9 3/4% Notes................................. 42
8 3/4% Notes................................. 42
PLAN OF DISTRIBUTION........................... 44
VALIDITY OF SECURITIES......................... 45
EXPERTS........................................ 45
</TABLE>
[LOGO]
PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK
DEPOSITARY SHARES
COMMON STOCK
CONVERTIBLE DEBT SECURITIES
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
JACOR COMMUNICATIONS COMPANY
AND THE SUBSIDIARY GUARANTORS
JACOR COMMUNICATIONS COMPANY
DEBT SECURITIES
CONVERTIBLE DEBT SECURITIES
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
JACOR COMMUNICATIONS, INC.
AND THE SUBSIDIARY GUARANTORS
-----------------
PROSPECTUS
-----------------
NOVEMBER , 1997
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of the fees and expenses (all but the
SEC fee are estimates) in connection with the issuance and distribution of the
securities being registered hereunder. All such fees and expenses shall be borne
by Jacor.
<TABLE>
<S> <C>
SEC Registration fees........................................... $ 151,515
NASD fee........................................................ $ 50,500
Nasdaq National Market Listing Fee.............................. $ 35,000
Blue Sky fees and expenses...................................... $ 30,000
Printing and engraving expenses................................. $ 375,000
Transfer agent and registrar fee and expenses................... $ 20,000
Attorneys' fees and expenses.................................... $ 500,000
Accounting fees and expenses.................................... $ 200,000
Miscellaneous................................................... $ 12,985
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Total................................................... $1,375,000
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</TABLE>
ITEM 15. 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
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<PAGE>
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 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 the Statute and Jacor's
Certificate of Incorporation and Bylaws.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
See Index to Exhibits.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act.
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement.
(iii) To include any material information with respect to the Plan of
Distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by Jacor pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of Jacor's
annual report pursuant to Section 13(a) or Section 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 the 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.
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<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions, or otherwise, the Registrants
have been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrants of expenses incurred or
paid by a director, officer or controlling person of the Registrants 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 Registrants 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 Securities Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-21
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-25
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-26
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-33
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-34
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-35
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-38
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-40127 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-39
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-49
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-50
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-52
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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
Registration Statement (and to any Registration Statement filed pursuant to Rule
462 under the Securities Act), 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 Form S-3 Registration Statement No. 333-40127 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-53
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-58
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-59
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-61
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-62
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-68
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Form S-3 Registration Statement No. 333-40127 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 Form S-3 Registration Statement No. 333-40127 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-69
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- --------- --------------------------------------------------------------------------------------------------------
<C> <S>
1.1 Underwriting Agreement.*
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, CIHC, 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 hereafter 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, as amended.**
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, as amended.**
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
- --------- --------------------------------------------------------------------------------------------------------
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.**
<C> <S>
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 and
exhibits not deemed 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, Jacor, the Subsidiary Guarantors named therein
(the "Subsidiary Guarantors"), 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,
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 Form of Indenture. Incorporated by reference to Exhibit 4.1 to Jacor's Form S-3 Registration Statement
(File No. 333-19291).**
4.2 Indenture dated as of June 12, 1996 between Jacor and The Bank of New York for Jacor's Liquid Yield
Option Notes Due 2011. Incorporated by reference to Exhibit 4.23 to Jacor's Form S-4 Registration
Statement (File No. 333-6639).**
4.3 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).**
4.4 Effectiveness Agreement dated as of September 16, 1997 among JCC, the Lenders named therein (the
"Lenders"), The Chase Manhattan Bank, as Adminstrative 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.**
4.5 Amended and Restated Credit Agreement dated 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.**
4.6 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).**
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- --------- --------------------------------------------------------------------------------------------------------
4.7 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.**
<C> <S>
4.8 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).**
4.9 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).**
4.10 Form of Deposit Agreement. Incorporated by reference to Exhibit 4.10 to Jacor's Form S-3 Registration
Statement (File No. 333-19291).**
4.11 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.**
4.12 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.**
4.13 Indenture dated as of June 17, 1997 among JCC, Jacor, the Subsidiary 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.**
4.14 Form of 8 3/4% Series A Senior Subordinated Note due 2007 (included as part of Indenture listed as
Exhibit 4.13 which is incorporated by reference to Exhibit 4.1 to Jacor's Current Report on Form 8-K
dated June 26, 1997, as amended).**
4.15 Form of 8 3/4% Series B Senior Subordinated Note due 2007 (included as part of Indenture listed as
Exhibit 4.13 which is incorporated by reference to Exhibit 4.1 to Jacor's Current Report on Form 8-K
dated June 26, 1997, as amended).**
4.16 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.**
4.17 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.**
4.18 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
- --------- --------------------------------------------------------------------------------------------------------
4.19 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.**
<C> <S>
5.1 Opinion of Graydon, Head & Ritchey.
12.1 Computation of Ratio of Earnings to Fixed Charges.***
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 (included in opinion of counsel filed as Exhibit 5.1).
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.***
25.1 Statement of Eligibility of Trustee on Form T-1.****
27.1 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>
- ------------------------
(*) To be filed, as applicable to a particular offering of Securities, as an
exhibit to a Current Report on Form 8-K and incorporated herein by
reference thereto.
(**) Incorporated by reference.
(***) Previously filed.
(****) To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of
1939.
(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.
<PAGE>
EXHIBIT 5.1
GRAYDON, HEAD & RITCHEY
1900 FIFTH THIRD CENTER
CINCINNATI, OHIO 45202
(513) 621-6464
(513) 651-3836 (FAX)
November 24, 1997
Jacor Communications, Inc.
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Re: Registration on Form S-3, File No. 333-40127, of up to $500,000,000 of
Securities of Jacor Communications, Inc., Jacor
Communications Company, and the Subsidiary Guarantors
Ladies and Gentlemen:
We have acted as counsel to Jacor Communications, Inc., a Delaware
corporation ("Jacor"), Jacor Communications Company, a Florida corporation and
wholly-owned subsidiary of Jacor ("JCC"), and certain Jacor and JCC direct and
indirect subsidiaries (the "Subsidiary Guarantors"), in connection with the
authorization of the possible issuance and sale from time to time by Jacor or
JCC of up to $500,000,000 of (i) shares of Jacor's preferred stock, par value
$.01 per share (the "Jacor Preferred Stock"), (ii) shares of convertible Jacor
Preferred Stock (the "Jacor Convertible Preferred Stock"), (iii) shares of Jacor
Preferred Stock issued in the form of depositary shares evidenced by depositary
receipts (the "Jacor Depositary Shares"), (iv) shares of Jacor's common stock,
par value $.01 per share (the "Jacor Common Stock"), (v) certain convertible
debt securities of Jacor (the "Jacor Convertible Debt Securities"), (vi) certain
debt securities of JCC (the "JCC Debt Securities"), (vii) certain convertible
JCC Debt Securities (the "JCC Convertible Debt Securities"), and (viii) certain
guarantees by Jacor and the Subsidiary Guarantors of the JCC Debt Securities and
the JCC Convertible Debt Securities and by JCC and the Subsidiary Guarantors of
the Jacor Convertible Debt Securities (collectively, the "Guarantees"), in each
case as contemplated by Jacor's, JCC's, and the Subsidiary Guarantors'
Registration Statement on Form S-3 (File No. 333-40127) and any amendments
thereto filed with the Securities and Exchange Commission (the "Registration
Statement"). The Jacor Preferred Stock, Jacor Convertible Preferred Stock, Jacor
Depositary Shares, Jacor Common Stock, Jacor Convertible Debt Securities, JCC
Debt Securities, JCC Convertible Debt Securities, and Guarantees are
collectively referred to herein as the "Securities." Except as otherwise defined
herein, capitalized terms that are defined in the Registration Statement are
used herein as so defined.
As counsel for Jacor, JCC, and the Subsidiary Guarantors, we have examined
such documents, records, and matters of law as we have deemed necessary for
purposes of this opinion. Based on such examination and on the assumptions set
forth below, we are of the opinion that:
1. The Jacor Preferred Stock and Jacor Convertible Preferred Stock, when
(i) issued and sold in accordance with the Registration Statement and the
provisions of an applicable Certificate of Designation that has been duly
adopted by the Board of Directors of Jacor and duly filed in accordance with
Delaware law and (ii) delivered to the purchaser or purchasers thereof upon
receipt by Jacor of such lawful consideration therefor as Jacor's Board of
Directors (or a duly authorized committee thereof or a duly authorized officer
of Jacor) may determine, will be validly issued, fully paid, and nonassessable.
2. The Jacor Depositary Shares, when (i) the terms of the Jacor Depositary
Shares and of their issuance and sale have been duly established in conformity
with the deposit agreement relating to such Jacor Depositary Shares so as not to
violate any applicable law or result in a default under or breach of any
<PAGE>
Jacor Communications, Inc.
November 24, 1997
Page 2
agreement or instrument then binding upon Jacor, (ii) the Jacor Preferred Stock
which is represented by Jacor Depositary Shares is validly issued and delivered
(as contemplated above) to the depositary, (iii) the depositary receipts
evidencing the Jacor Depositary Shares are duly issued against the deposit of
the Jacor Preferred Stock in accordance with the deposit agreement, and (iv) the
Jacor Depositary Shares are issued in the manner and for the consideration
contemplated by the Registration Statement, the Prospectus contained therein,
and the applicable Prospectus Supplement, will be validly issued.
3. The Jacor Common Stock, when (i) issued and sold in accordance with the
Registration Statement and (ii) delivered to the purchaser or purchasers thereof
upon receipt by Jacor of such lawful consideration therefor as Jacor's Board of
Directors (or a duly authorized committee thereof or a duly authorized officer
of Jacor) may determine, assuming that Jacor at such time has authorized but
unissued shares of Jacor Common Stock remaining under its Certificate of
Incorporation, will be validly issued, fully paid, and nonassessable.
4. The Jacor Convertible Debt Securities, JCC Debt Securities, and JCC
Convertible Debt Securities, when (i) duly executed by Jacor or JCC, as
applicable, and authenticated by the applicable Trustee in accordance with the
provisions of the applicable Indenture and issued and sold in accordance with
the Registration Statement and (ii) delivered to the purchaser or purchasers
thereof upon receipt by Jacor or JCC, as applicable, of such lawful
consideration therefor as Jacor's or JCC's Board of Directors, as applicable (or
a duly authorized committee thereof or a duly authorized officer of Jacor or
JCC, as applicable), may determine, will be valid and binding obligations of
Jacor or JCC, as applicable, enforceable against Jacor or JCC, as applicable, in
accordance with their terms and entitled to the benefits of the applicable
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.
5. The Guarantees, when (i) the terms thereof have been duly established in
accordance with applicable law, (ii) the Jacor Convertible Debt Securities, JCC
Debt Securities, and JCC Convertible Debt Securities to which the Guarantees
relate have been duly executed, authenticated, and delivered and the purchase
price therefor has been received by Jacor or JCC, as applicable, and (iii) the
consideration separately payable, if any, for the Guarantees has been received,
will constitute valid and legally binding obligations of Jacor, JCC, and/or the
Subsidiary Guarantors, as applicable, enforceable against Jacor, JCC, and/or the
Subsidiary Guarantors, as applicable, in accordance with their terms, 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.
In rendering the foregoing opinions, we have assumed that (i) the definitive
terms of each class and series of the Securities not presently provided for in
the applicable Indenture or Jacor's Certificate of Incorporation or JCC's
Articles of Incorporation, as applicable, will have been established in
accordance with all applicable provisions of law, the applicable Indenture,
Jacor's Certificate of Incorporation and By-Laws or JCC's Articles of
Incorporation and Bylaws, as applicable, and the authorizing resolutions of
Jacor's or JCC's Board of Directors, as applicable, and reflected in appropriate
documentation approved by us and, if applicable, duly executed and delivered by
Jacor or JCC, as applicable, and any other appropriate party, (ii) any
Securities consisting of Jacor Common Stock or Jacor Preferred Stock, and any
Jacor Common Stock or Jacor Preferred Stock for or into which any other
Securities are exercisable, exchangeable, or convertible, will have been duly
authorized and reserved for issuance, (iii) the deposit agreement relating to
the Depositary Shares will have been duly authorized, executed, and delivered
by, and will constitute a valid and binding obligation of, each party thereto,
(iv) the interest rate on the Jacor Convertible Debt Securities, JCC
<PAGE>
Jacor Communications, Inc.
November 24, 1997
Page 3
Debt Securities, or JCC Convertible Debt Securities will not be higher than the
maximum lawful rate permitted from time to time under applicable law, (v) the
instruments relating to the Guarantees will have been duly authorized, executed,
and delivered by, and will constitute a valid and binding obligation of, each
party thereto, (vi) the Registration Statement, and any amendments thereto, will
have become effective, (vii) a Prospectus Supplement describing each class or
series of Securities offered pursuant to the Registration Statement will have
been filed with the Securities and Exchange Commission, (viii) the resolutions
authorizing Jacor, JCC, and the Subsidiary Guarantors to register, offer, sell,
and issue the Securities will remain in effect and unchanged at all times during
which the Securities are offered, sold, or issued by Jacor, JCC, and the
Subsidiary Guarantors, and (ix) all Securities will be issued in compliance with
applicable federal and state securities laws.
In rendering the foregoing opinions, we have relied as to certain factual
matters upon certificates of officers of Jacor, JCC, and the Subsidiary
Guarantors, and we have not independently checked or verified the accuracy of
the statements contained therein. In rendering the foregoing opinions, our
examination of matters of law has been limited to the laws of the State of Ohio,
the General Corporation Law of the State of Delaware, and the federal laws of
the United States of America, as in effect on the date hereof.
We understand that prior to offering for sale any Securities you will advise
us in writing of the terms of such offering and of such Securities, will afford
us an opportunity to review the operative documents (including the applicable
Prospectus Supplement) pursuant to which the Securities are to be offered, sold,
and issued, and will file as an exhibit to the Registration Statement such
supplement or amendment to this opinion (if any) as we may reasonably consider
necessary or appropriate by reason of the terms of such Securities or any
changes in Jacor's, JCC's, or the Subsidiary Guarantors' capital structure or
other pertinent circumstances.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and amendments thereto and to the reference to us in the
Prospectus under the caption "Validity of Securities" and in the Prospectus
Supplement under the caption "Legal Matters."
Very truly yours,
GRAYDON, HEAD & RITCHEY
By: /s/ Richard G. Schmalzl
---------------------------------------
Richard G. Schmalzl
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Amendment No. 1 to
registration statement of Jacor Communications, Inc., Jacor Communications
Company and Subsidiary Guarantors on Form S-3 File No. 333-40127 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 caption "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-3 No. 333-40127) 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
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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-3 and
related Prospectus of Jacor Communications Company, Jacor Communications, Inc.
and Subsidiary Guarantors.
WILLIAM T. OGDEN, INC.
Youngstown, Ohio
November 24, 1997
