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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1996
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FORM 8-B
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION OF SECURITIES OF CERTAIN
SUCCESSOR ISSUERS
Filed Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
JACOR COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 31-1469889
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(State or other Jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1300 PNC Center 45202
201 East Fifth Street -------------------
Cincinnati, Ohio (Zip Code)
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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(Title of Class)
Common Stock Purchase Warrants
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(Title of Class)
$259,900,000 Liquid Yield Option Notes due 2011
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(Title of Class)
Guarantee of JCAC, Inc. $100,000,000 10 1/8% Senior Subordinated Notes due 2006
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. GENERAL INFORMATION.
The Registrant was incorporated under the laws of Delaware on July 19,
1996. The Registrant's fiscal year-end is the twelve-month period ending
December 31 of each year.
ITEM 2. TRANSACTION OF SUCCESSION.
The predecessor corporation, Jacor Communications, Inc., incorporated and
existing under the General Corporation Law of the State of Ohio ("Predecessor"),
had securities registered pursuant to Section 12(g) of the Securities Exchange
Act of 1934 at the time of succession.
Pursuant to a Plan and Agreement of Merger ("Merger Agreement"), the
Registrant and Predecessor effected a merger on September 18, 1996, for the
purpose of changing the state of incorporation from Ohio to Delaware. The
Registrant was a wholly-owned subsidiary of Predecessor, incorporated and
existing under the General Corporation Law of the State of Delaware under the
name "New Jacor, Inc." Pursuant to the Merger Agreement, Predecessor and New
Jacor, Inc. were merged into a single corporation with New Jacor, Inc. surviving
the merger and changing its name to "Jacor Communications, Inc.," a corporation
governed by the General Corporation Law of the State of Delaware. The
Registrant possesses all the property, rights, privileges, powers and
franchises, and is subject to all of the debts, liabilities and duties of
Predecessor.
Upon consummation of the merger, each outstanding share of Predecessor
Common Stock was converted into one share of Common Stock of the Registrant.
All other securities outstanding of Predecessor were also converted into
securities outstanding of the Registrant.
ITEM 3. SECURITIES TO BE REGISTERED.
The Registrant has authorized 100,000,000 shares of Common Stock, $.01 par
value, of which 31,242,758 shares were issued and outstanding as of September
12, 1996. The Registrant has authorized and issued 21,618,990.5 Common Stock
Purchase Warrants. The Registrant has issued $259,900,000 in Liquid Yield
Option Notes due 2011 and has guaranteed $100,000,000 in JCAC, Inc. 10 1/8%
Senior Subordinated Notes due 2006. None of these securities are held by or for
the account of the Registrant.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
With respect to the Common Stock, $.01 par value, and the Common Stock
Purchase Warrants, Predecessor's Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on June 24, 1996 (333-06639), together
with all
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amendments thereto, now or hereafter filed, is hereby incorporated by reference
into this Form 8-B.
With respect to the $259,900,000 Liquid Yield Option Notes due 2011,
Predecessor's Registration Statement on Form S-3 filed with the Securities and
Exchange Commission on April 12, 1996 (333-02495), together with all amendments
thereto, now or hereafter filed, is hereby incorporated by reference into this
Form 8-B.
With respect to the Guarantee of the $100,000,000 in JCAC, Inc. 10 1/8%
Senior Subordinated Notes due 2006, Predecessor's Registration Statement on Form
S-3 filed with the Securities and Exchange Commission on April 12, 1996
(333-02475), together with all amendments thereto, now or hereafter filed, is
hereby incorporated by reference into this Form 8-B.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
Pursuant to Part (a) of the Instructions as to Financial Statements, no
financial statements are required to be filed with this Form 8-B. Listed below
are the exhibits filed as part of this Form 8-B:
Exhibit
Number Description of Exhibit
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1 Predecessor's Form S-4 Registration Statement dated June 24, 1996
(333-06639), as amended, is hereby incorporated herein by this
reference.
2 Predecessor's Form S-3 Registration Statement dated April 12, 1996
(333-02495), as amended, is hereby incorporated herein by this
reference.
3 Predecessor's and JCAC, Inc.'s Form S-3 Registration Statement dated
April 12, 1996 (333-02475), as amended, is hereby incorporated herein
by this reference.
4 Plan and Agreement of Merger dated September 18, 1996 between
Predecessor and the Registrant. Incorporated by reference to Annex
VII to the Predecessor's Form S-4 Registration Statement dated June
24, 1996 (333-06639), as amended.
5 Registrant's Certificate of Incorporation.
Incorporated by reference to Exhibit A to Annex VII to the
Predecessor's Form S-4 Registration Statement dated June 24, 1996
(333-06639), as amended.
6 Registrant's Bylaws. Incorporated by reference to Exhibit B to Annex
VII to the Predecessor's Form S-4 Registration Statement dated June
24, 1996 (333-06639), as amended.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned thereto duly authorized.
Date: September 23, 1996
Jacor Communications, Inc.
By: /s/ R. CHRISTOPHER WEBER
Printed Name: R. Christopher Weber
Title: Senior Vice President, Chief Financial Officer, and Secretary
