<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
JACOR COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
OHIO 31-0978313
(State or other jurisdiction (I.R.S. Employer
of Identification
incorporation or organization) Number)
</TABLE>
1300 PNC CENTER
201 EAST FIFTH STREET
CINCINNATI, OHIO 45202
(513) 621-1300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
R. CHRISTOPHER WEBER
JACOR COMMUNICATIONS, INC.
1300 PNC CENTER
201 EAST FIFTH STREET
CINCINNATI, OHIO 45202
(513) 621-1300
(Name, address, including zip code, and telephone number, including area code of
agent for service)
------------------------------
COPIES OF COMMUNICATIONS TO:
<TABLE>
<S> <C>
Richard G. Schmalzl, Esq. Gregg A. Noel, Esq.
Graydon, Head & Ritchey Skadden, Arps, Slate, Meagher & Flom
1900 Fifth Third Center 300 South Grand Avenue, Suite 3400
Cincinnati, Ohio 45202 Los Angeles, California 90071
(513) 621-6464 (213) 687-5000
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE 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 interest
reinvestment plans, check the following box. / /
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. /X/ File No. 333-02495
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. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SECURITY(2) OFFERING PRICE (3) FEE(1)(2)(3)
<S> <C> <C> <C> <C>
Liquid Yield Option-TM- Notes due
2011................................. $1,150,000 44.31% $509,565 $175.71
Common Stock, no par value(4)......... * * * *
</TABLE>
(1) Includes $150,000 aggregate principal amount at maturity of LYONs-TM- which
the Underwriter has the option to purchase to cover over-allotments, if any.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act.
(3) Amount calculated pursuant to Section 6(b) under the Securities Act.
(4) There are being registered hereunder such indeterminate number of shares of
Common Stock as may be required for issuance upon conversion of the LYONs.
Accordingly pursuant to Rule 457(o) under the Securities Act, which permits
the registration fee to be calculated on the basis of the maximum offering
price of all securities registered, the table does not specify by Common
Stock as to the amount to be registered, proposed maximum offering price per
security or proposed maximum aggregate offering price.
- -TM-Trademark of Merrill Lynch & Co., Inc.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
The prospectus contained in this Registration Statement also relates to a
registration statement previously filed with the Commission, Registration
Statement No. 333-02495.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE NO.
333-02495
Jacor Communications, Inc. (the "Company") hereby incorporates by reference
into this Registration Statement on Form S-3 in its entirety the Registration
Statement on Form S-3 (File No. 333-02495) declared effective on June 6, 1996 by
the Securities and Exchange Commission (the "Commission"), including each of the
documents filed by the Company with the Commission and incorporated or deemed to
be incorporated by reference therein.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, 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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED IN THE CITY OF CINCINNATI, STATE OF OHIO ON THIS 6TH DAY OF JUNE
1996.
JACOR COMMUNICATIONS, INC.
BY: /S/ R. CHRISTOPHER WEBER
-----------------------------------
R. Christopher Weber
SENIOR VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND
SECRETARY
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW HEREBY CONSTITUTES AND APPOINTS R. CHRISTOPHER WEBER AND JON M. BERRY, OR
EITHER OF THEM, AS SUCH SIGNATORY'S TRUE AND LAWFUL ATTORNEYS-IN-FACT AND
AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR SUCH SIGNATORY
AND IN SUCH SIGNATORY'S NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO
SIGN ANY OR ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO THIS
REGISTRATION STATEMENT, 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
REGISTRATION STATEMENT HAS BEEN SIGNED ON JUNE 6, 1996 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, CO-CHIEF OPERATING SENIOR VICE PRESIDENT, CHIEF
OFFICER FINANCIAL OFFICER AND SECRETARY
AND DIRECTOR
/S/ ROBERT L. LAWRENCE /S/ ROD F. DAMMEYER
- ----------------------------------- -----------------------------------
Robert L. Lawrence Rod F. Dammeyer
CO-CHIEF OPERATING OFFICER AND DIRECTOR
DIRECTOR
/S/ SHELI Z. ROSENBERG
- ----------------------------------- -----------------------------------
Sheli Z. Rosenberg F. Philip Handy
BOARD CHAIR AND DIRECTOR DIRECTOR
- ----------------------------------- -----------------------------------
John W. Alexander Marc Lasry
DIRECTOR DIRECTOR
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<C> <S>
5.1 Opinion of Graydon, Head & Ritchey
8.1 Opinion of Graydon, Head & Ritchey
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ernst & Young LLP
23.3 Consent of Price Waterhouse LLP
23.4 Consent of Graydon, Head & Ritchey (included in opinions of counsel filed as Exhibit 5.1 and Exhibit
8.1)
24.1 Power of Attorney, is part of the Signature Page
</TABLE>
II-2
<PAGE>
EXHIBIT 5.1
GRAYDON, HEAD & RITCHEY
June 6, 1996
Jacor Communications, Inc.
1300 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
Re: Sale of $1,150,000 Aggregate Principal Amount at
Maturity of Liquid Yield Option Notes due 2011 of Jacor
Communications, Inc. Pursuant to Registration Statement
on Form S-3, Filed with the Securities and Exchange Commission
-------------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Jacor Communications, Inc. (the "Company"), an
Ohio corporation, in connection with the registration of $1,150,000 Aggregate
Principal Amount at Maturity of Liquid Yield Option Notes due 2011 of the
Company (the "LYONs"), and the underlying shares of the Company's common stock,
no par value, as may be required for issuance upon conversion of the LYONs (the
"Conversion Shares"), all of which are being sold by the Company as set forth on
the Form S-3 Registration Statement, as amended, as filed by the Company with
the Securities and Exchange Commission (the "Abbreviated Registration
Statement"). The Abbreviated Registration Statement, relates to the same class
of securities registered pursuant to the Company's Registration Statement on
Form S-3 (No. 333-02495) declared effective earlier today (the "Initial
Registration Statement").
As counsel for the Company we have made such legal and factual examinations
and inquiries as we deem advisable for the purpose of rendering this opinion. In
addition, we have examined such documents and materials, including the Amended
and Restated Articles of Incorporation, as amended, the Amended and Restated
Code of Regulations, as amended, and other corporate records of the Company, as
we have deemed necessary for the purpose of this opinion.
On the basis of the foregoing, we express the following opinions:
(i) the LYONs, when authenticated in accordance with the terms of the
indenture (the "Indenture") to be entered into between the Company and The Bank
of New York, as trustee, a copy of which is filed as an exhibit to the Initial
Registration Statement, incorporated by reference into the Abbreviated
Registration Statement, and delivered and paid for as contemplated by the
Initial Registration Statement, will constitute a valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms and
entitled to the benefits of the Indenture, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally and to general principles of
equity (regardless of whether enforcement is sought in a proceeding at law or in
equity) and except to the extent that a waiver of rights under any usury laws
may be unenforceable; and
(ii) the Conversion Shares initially issuable upon conversion of the LYONs
have been duly authorized and reserved for issuance upon conversion of the
LYONs, are free of preemptive rights, and, when issued upon conversion of the
LYONs in accordance with the terms of the Indenture, will be validly issued,
fully paid and non-assessable.
<PAGE>
We hereby consent to the filing of this opinion as part of the
above-referenced Abbreviated Registration Statement and amendments thereto and
to the reference to our firm in both the preliminary and final Prospectus under
the caption "Legal Matters" incorporated by reference into the Abbreviated
Registration Statement as part of the Initial Registration Statement.
Very truly yours,
GRAYDON, HEAD & RITCHEY
By: /s/ RICHARD G. SCHMALZL
-------------------------------------
Richard G. Schmalzl
<PAGE>
EXHIBIT 8.1
GRAYDON, HEAD & RITCHEY
June 6, 1996
Jacor Communications, Inc.
1300 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
Re: Registration Statement on Form S-3
----------------------------------------
Ladies and Gentlemen:
We are acting as your counsel in connection with the registration under the
Securities Act of 1933, as amended, of $1,150,000 aggregate principal amount at
maturity of Liquid Yield Option-TM- Notes due 2011 (the "LYONs") of Jacor
Communications, Inc. (the "Company"). In that capacity, we have examined the
Registration Statement on Form S-3, (the "Abbreviated Registration Statement")
filed by the Company with the Securities and Exchange Commission in connection
with the proposed public offering of the LYONs. The Abbreviated Registration
Statement relates to the same class of securities registered pursuant to the
Company's Registration Statement on Form S-3 (No. 333-02495) declared effective
earlier today (the "Initial Registration Statement").
We hereby confirm our opinion set forth in the Prospectus, which is
incorporated by reference from the Initial Registration Statement, in the second
full paragraph under the caption "Certain United States Federal Income Tax
Considerations." Furthermore, we are of the opinion that the section in the
Initial Registration Statement under the caption "Certain United States Federal
Income Tax Considerations," while not purporting to discuss all tax matters
relating to the LYONs, set forth the material United States federal income
consequences of the LYONs, subject to qualifications set forth therein.
The foregoing is based on the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury Regulations (including proposed Treasury Regulations)
promulgated thereunder, rulings, official pronouncements and judicial decisions,
all as in effect on the date hereof and all of which are subject to change or
different interpretations by the Internal Revenue Service or the courts. For
your information, as of the date of this letter, legislation has been proposed
by the Clinton Administration in the Revenue Reconciliation Bill of 1996 that if
passed, would potentially alter the tax treatment to the Company of the OID
interest on the LYONs but not to the Holders of the LYONs. The legislation as
proposed would be effective generally for convertible debt such as the LYONs
issued after December 7, 1995. Recently the Chairman of the Senate Finance
Committee as well as the Chairman of the House Ways and Means Committee have
announced that if the legislation as proposed were to be enacted, the effective
date would be no earlier than the date of appropriate Congressional action.
Nevertheless, no assurances can be given that this would be the case and thus no
assurances can be given that the new rules would not apply to the LYONs.
<PAGE>
We consent to the use of this opinion as an exhibit to the Abbreviated
Registration Statement and to the references to this firm in the Prospectus,
which is incorporated by reference from the Initial Registration Statement,
which forms a part thereof.
Very truly yours,
GRAYDON, HEAD & RITCHEY
By /s/ HENRY G. ALEXANDER
-------------------------------------
Henry G. Alexander
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Jacor Communications, Inc. on Form S-3 of our report dated February 12, 1996,
except for Note 14, as to which the date is March 13, 1996, on our audits of the
consolidated financial statements of Jacor Communications, Inc. as of December
31, 1995 and 1994 and for each of the three years in the period ended December
31, 1995. We also consent to the reference to our firm under the captions
"Selected Historical Financial Data" and "Experts."
COOPERS & LYBRAND L.L.P.
Cincinnati, Ohio
June 5, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 23, 1996 with respect to the financial
statements of Citicasters Inc. incorporated by reference in the Registration
Statement (Form S-3) and related Prospectus of Jacor Communications, Inc. for
the registration of Liquid Yield Option Notes having an aggregate principal
amount of $1,150,000 at maturity in 2011.
ERNST & YOUNG LLP
Cincinnati, Ohio
June 5, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Jacor Communications, Inc. of our report dated March
21, 1996 relating to the consolidated financial statements of Noble Broadcast
Group, Inc. (which report includes an explanatory paragraph regarding Jacor
Communications, Inc.'s agreement to purchase Noble Broadcast Group, Inc.), which
appears in Jacor Communications, Inc.'s Registration Statement on Form S-3 (No.
333-02495). We also consent to the references to us under the headings "Experts"
and "Selected Historical Financial Data" in such Registration Statement.
However, it should be noted that Price Waterhouse LLP has not prepared or
certified such "Selected Historical Financial Data."
PRICE WATERHOUSE LLP
San Diego, California
June 4, 1996
