<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 10, 1997
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>
DELAWARE 4832
(State or other jurisdiction of (Primary Standard Industrial
incorporation or organization) Classification Code Number)
<CAPTION>
DELAWARE 31-0978313
incorporation or organization) Identification No.)
<CAPTION>
(State or other jurisdiction of (I.R.S. Employer
</TABLE>
50 EAST RIVERCENTER BOULEVARD
12TH FLOOR
COVINGTON, KENTUCKY 41011
(606) 655-2267
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
R. CHRISTOPHER WEBER
JACOR COMMUNICATIONS, INC.
50 E. RIVERCENTER BOULEVARD, 12TH FLOOR
COVINGTON, KENTUCKY 41011
(606) 655-2267
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
------------------------------
COPIES OF COMMUNICATIONS TO:
RICHARD G. SCHMALZL, ESQ.
JONATHAN D. NIEMEYER, ESQ.
Graydon, Head & Ritchey
1900 Fifth Third Center
Cincinnati, Ohio 45202
(513) 621-6464
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective and upon the
effective time of the merger ("Merger") of Regent Communications, Inc.
("Regent") with and into Jacor Communications, Inc. ("Jacor") pursuant to the
Agreement and Plan of Merger dated as of October 8, 1996, as amended, (the
"Merger Agreement") by and between Jacor and Regent and the simultaneous closing
of the acquisition by Jacor of Southwest Radio Las Vegas, Inc., all as described
in the enclosed Prospectus included as Part I of this Registration Statement.
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. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE
TO BE REGISTERED REGISTERED(1) UNIT OFFERING PRICE
<S> <C> <C> <C>
Common Stock.................................................. 457,104 $27.50(1) $12,570,360(1)
- -----------------------------------------------------------------------------------------------------------
Common Stock Purchase Warrants................................ 4,596,694 $4.35(2) $20,000,000(2)
- -----------------------------------------------------------------------------------------------------------
Common Stock issuable upon exercise of Warrants............... 500,000 N/A N/A
<CAPTION>
TITLE OF EACH CLASS OF SECURITIES AMOUNT OF
TO BE REGISTERED REGISTRATION FEE
<S> <C>
Common Stock.................................................. $3,809.20(3)
- --------------------------------------------------------------
Common Stock Purchase Warrants................................ $6,060.61(3)
- --------------------------------------------------------------
Common Stock issuable upon exercise of Warrants............... None(3)(4)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), on the basis of the average high and low
prices of the Common Stock on the Nasdaq National Market on February 6,
1997.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(g) promulgated under the Securities Act based on the
price at which the Warrants may be exercised. Each Warrant is expected to be
exercisable for .10877 share of Common Stock and a $40.00 exercise price
must be paid to acquire a full share of Common Stock. No fractional shares
will be issued upon exercise of a Warrant.
(3) Pursuant to Rules 429 and 457(b) promulgated under the Securities Act, only
one fee per transaction is required to be paid. A fee of $12,916.51 was
previously paid on February 4, 1997 in connection with the filing by Jacor
of a Registration Statement on Form S-4 (File No. 333-21125) in connection
with the Merger, to which this Registration Statement on Form S-3 relates.
All of the shares of Common Stock and Warrants registered on this Form S-3
are also being registered on such Form S-4. Accordingly, no additional fee
is payable in connection with this filing.
(4) No additional filing fee for the shares of Common Stock issuable upon
exercise of the Warrants is required pursuant to the last sentence of Rule
457(a) promulgated under the Securities Act.
------------------------------
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 10, 1997
PROSPECTUS
JACOR COMMUNICATIONS, INC.
957,104 SHARES OF COMMON STOCK
AND
4,596,694 WARRANTS TO PURCHASE COMMON STOCK
(INCLUDING 500,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS)
This Prospectus relates to the issuance of 500,000 shares of common stock,
$.01 par value (the "Common Stock"), of Jacor Communications, Inc., a Delaware
corporation ("Jacor"), issuable upon the exercise of common stock purchase
warrants (the "Warrants") issued to (i) shareholders of Regent Communications,
Inc., a Delaware corporation ("Regent"), in the merger (the "Merger") of Regent
with and into Jacor, pursuant to the Agreement and Plan of Merger dated as of
October 8, 1996, as amended, by and between Jacor and Regent (the "Merger
Agreement") and (ii) the sole shareholder of Southwest Radio Las Vegas, Inc.
("SRLV") in the simultaneous acquisition by Jacor of SRLV (the "Acquisition"),
pursuant to the Letter Agreement dated as of October 8, 1996 by and among SRLV,
Southwest Florida Enterprises, Inc. ("SFE"), Jacor and Regent. Unless otherwise
indicated, all references to "Jacor" refer to Jacor Communications, Inc. and all
subsidiaries thereof.
This Prospectus also relates to the sale by certain individuals and entities
identified herein (the "Selling Security Holders") of (i) the shares of
Common Stock issued to the Selling Security Holders in the Merger and
Acquisition, (ii) the Warrants issued to the Selling Security Holders in
the Merger and Acquisition, and (iii) the shares of Common Stock issuable
to the Selling Security Holders upon the exercise of such Warrants. The Selling
Security Holders' Warrants and shares of Common Stock covered hereunder may be
offered for sale from time to time by the Selling Security Holders. See "Selling
Security Holders" and "Plan of Distribution."
The Common Stock is quoted on the Nasdaq National Market under the symbol
"JCOR." The last reported sale price of a share of Common Stock on the Nasdaq
National Market on , 1997 was $ . Application has been made for
quotation of the Warrants on the Nasdaq National Market under the symbol
" ".
In the Merger, Regent shareholders received, in exchange for each issued and
outstanding share of Regent common stock, (i) of a share of Common
Stock, (ii) $ in cash, and (iii) a Warrant to acquire .10877 of a share of
Common Stock. In the simultaneous Acquisition, SFE received (i) shares of
Common Stock and (ii) Warrants. The Warrants have an exercise price of
$40.00 per full share of Common Stock. The exercise price was determined in
arms-length negotiations between Jacor and Regent. At the time of the exercise
of any Warrant the holder of such Warrant will receive, in lieu of any
fractional share of Common Stock, an amount in cash equal to the closing price
for one share of Common Stock on the trading day immediately preceding the date
the Warrant is presented for exercise, multiplied by such fraction. Based on the
number of shares of Regent common stock outstanding as of the effective time of
the Merger (the "Effective Time"), the total number of Warrants outstanding as a
result of the Merger and the Acquisition is .
SEE "RISK FACTORS" AT PAGE 4 FOR CERTAIN INFORMATION THAT SHOULD BE
CONSIDERED BY THE SHAREHOLDERS.
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------------
The Common Stock and the Warrants may be offered for sale from time to time
during the periods specified herein by the Selling Security Holders, or by
certain other persons, including persons who qualify as "Holders" under the
Registration Rights Agreement described herein and who are named in an amendment
or supplement to this Prospectus in one or more transactions described herein on
the Nasdaq National Market or any securities exchange on which the Common Stock
and Warrants are listed, in the over-the-counter market, in one or more private
transactions or in a combination of such methods of sale, at prices and on terms
then prevailing, at prices related to such prices or at negotiated prices. See
"Plan of Distribution". The price at which any of the shares of Common Stock or
Warrants may be sold, and the commissions, if any, paid in connection with any
such sale, are unknown and may vary from transaction to transaction. Persons
effecting resales of Common Stock or Warrants purchased and dealers or brokers
handling such transactions may be deemed (such persons not so conceding) to be
"underwriters" within the meaning of the Securities Act of 1933, and the rules
and regulations promulgated thereunder (the "Securities Act"), with respect to
such sales.
Pursuant to agreements with the Selling Security Holders, Jacor has agreed
to pay the costs, fees and expenses incurred in connection with the registration
of the Warrants and the shares of Common Stock being sold by the Selling
Security Holders; provided, however, that Jacor will not pay any fees and
expenses of counsel to, or any other persons retained by, any holder of
Registrable Securities (as defined herein), and any discounts, commissions,
underwriting or advisory fees, brokers' fees or fees of similar securities
industry professionals relating to the distribution of the Registrable
Securities.
THE DATE OF THIS PROSPECTUS IS , 1997.
<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"). Such reports, proxy statements and other
information filed with the Commission are available for inspection and copying
at the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices located at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511 and at 7 World Trade Center,
13th Floor, New York, New York 10048. Copies of such documents may also be
obtained from the Public Reference Room of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Jacor files
its reports, proxy statements and other information with the Commission
electronically, and the Commission maintains a Web site located at
http://www.sec.gov containing such information.
Jacor has filed a Registration Statement on Form S-3 together with all
amendments and exhibits thereto with the Commission under the Securities Act of
1933, as amended (the "Securities Act"). 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.
The Common Stock is traded on the Nasdaq National Market. The Warrants have
been approved for listing on the Nasdaq National Market subject to official
notice of issuance. 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 under
the Exchange Act are incorporated herein by reference and are made a part
hereof:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1995, as amended;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996, as amended, and September 30, 1996, as amended;
(c) Current Reports on Form 8-K dated February 14, 1996, February 27,
1996, March 6, 1996, as amended, March 27, 1996, as amended, July 30, 1996,
October 3, 1996, October 11, 1996, October 23, 1996, as amended, November 6,
1996, December 12, 1996, January 9, 1997, and January 24, 1997; and
(d) Form 8-B Registration Statement dated September 23, 1996.
All documents filed by Jacor pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this Prospectus shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document that is or is deemed to be incorporated by
reference herein) modifies or supersedes such previous statement. Any statement
so modified or superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN EXHIBITS TO SUCH
DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
HEREIN) ARE AVAILABLE, WITHOUT CHARGE, UPON ORAL OR WRITTEN REQUEST BY ANY
PERSON TO WHOM THIS PROSPECTUS HAS BEEN DELIVERED. SUCH REQUEST SHOULD BE
DIRECTED TO KIRK BREWER, DIRECTOR OF CORPORATE COMMUNICATIONS AND INVESTOR
RELATIONS, JACOR COMMUNICATIONS, INC., 50 EAST RIVERCENTER BOULEVARD, 12TH
FLOOR, COVINGTON, KY 41011, TELEPHONE NUMBER (606) 655-2267.
3
<PAGE>
RISK FACTORS
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 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 are 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 period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, 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 as to when or if such approvals or waivers will be
obtained such that the acquisitions may be consummated.
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 stations. 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.
Future acquisitions also may involve the expenditure of significant funds.
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.
INCREASED ANTITRUST SCRUTINY. Subsequent to the passage of the Telecom Act,
the radio broadcast industry has been subject to an increased amount of scrutiny
by the Antitrust Division. Such scrutiny caused Jacor to experience delays in
closing both its merger with Citicasters Inc. (now known as JCC) (the
"Citicasters Merger") and its acquisition of Noble Broadcast Group, Inc. (the
"Noble Acquisition") and to incur increased transaction costs. Jacor could
experience similar delays and increased costs in connection with future
transactions.
The Antitrust Division or the FTC could also compel changes in the proposed
terms of acquisitions. This is evidenced by Jacor's agreement with the Antitrust
Division in connection with the Citicasters Merger pursuant to which Jacor
agreed to divest WKRQ-FM in Cincinnati by February 1997 and to inform the
Antitrust Division of certain transactions in Cincinnati that would not
otherwise be reportable under the HSR Act. Antitrust Division scrutiny also
resulted in Jacor terminating its agreement to finance the acquisition of
WGRR-FM in Cincinnati by Tsunami Communications, Inc., the entity with whom
Jacor has a joint sales agreement ("JSA") for a Denver radio station. Subsequent
to such termination, Jacor received from the Antitrust Division a civil
investigative demand relating to the proposed transaction. In November 1996, the
Antitrust Division suspended Jacor's obligation to respond to this civil
investigative demand.
In addition, Jacor has received an industry-wide civil investigative demand
relating to JSAs pursuant to which the Antitrust Division is examining the
antitrust implications of such arrangements. Jacor anticipates that the
Antitrust Division's determinations of the permissibility of JSAs will depend on
the specific characteristics of the markets, stations and relationships being
reviewed. Jacor believes that its existing JSAs are appropriate under applicable
antitrust laws and that its JSAs are not material to its business as such
arrangements only account for approximately 1.0% of Jacor's net revenues.
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.
4
<PAGE>
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. 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. Many of Jacor's operating licenses expire at various times in 1997.
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 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
will be able to compete effectively in its respective broadcast area, there can
be no assurance that any such station will be able to maintain or increase its
current audience ratings and advertising revenues.
SUBSTANTIAL LEVERAGE AND LIMITED FINANCIAL FLEXIBILITY. Future acquisitions
may result in a higher level of indebtedness for Jacor. Jacor's outstanding
indebtedness may have the following important consequences: (i) significant
interest expense and principal repayment obligations resulting in substantial
annual fixed charges; (ii) significant limitations on Jacor's ability to obtain
additional debt financing; and (iii) increased vulnerability to adverse general
economic and industry conditions. In addition, the Credit Facility has 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. See "Description of
Indebtedness."
SHARE OWNERSHIP BY ZELL/CHILMARK. Zell/Chilmark Fund L.P. ("Zell/Chilmark")
currently holds approximately 13,349,720 shares of the outstanding Jacor Common
Stock and is Jacor's largest shareholder as of the date hereof. The large share
ownership of Zell/Chilmark may have the effect of discouraging certain types of
transactions involving an actual or potential change of control of Jacor,
including transactions in which the holders of Common Stock might otherwise
receive a premium for their shares over then-current market prices.
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
5
<PAGE>
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 shareholder of Jacor.
LACK OF DIVIDENDS; RESTRICTIONS ON PAYMENTS OF DIVIDENDS. Jacor has not
paid any dividends to its shareholders. 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 Common Stock in the
foreseeable future. In addition, Jacor's ability to dividends on the Common
Stock is dependent upon distributions that Jacor may receive from its
subsidiaries, which distributions are restricted under Jacor's credit
facilities. See "DESCRIPTION OF INDEBTEDNESS--Credit Facility."
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.
CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK. Jacor has shares of Jacor
Common Stock which are authorized but unissued (assuming no exercise of options)
and 4,000,000 shares of Preferred Stock authorized but unissued for future
issuance, without additional stockholder approval. These additional shares may
be utilized for a variety of corporate purposes, including future offerings to
raise additional capital or to facilitate corporate acquisitions.
One of the effects of the existence of unissued and unreserved Jacor Common
Stock or Preferred Stock may be to enable the Jacor Board of Directors to issue
shares to persons friendly to current management which could render more
difficult or discourage an attempt to obtain control of Jacor by means of a
merger, tender offer, proxy contest or otherwise, and thereby protect the
continuity of management. Such additional shares also could be used to dilute
the stock ownership of persons seeking to obtain control of Jacor.
The issuance of Preferred Stock could have the effect of delaying or
preventing a change in control of Jacor. The issuance of Preferred Stock could
decrease the amount of earnings and assets available for distribution to the
holders of Jacor Common Stock or could adversely effect the rights and powers,
including voting rights of the holders of the Jacor Common Stock. In certain
circumstances, such issuance could have the effect of decreasing the market
price of the Jacor Common Stock. Jacor does not currently have any plans to
issue additional shares of Jacor Common Stock or Preferred Stock other than
shares of Jacor Common Stock which may be issued upon the exercise of options
and stock units which have been granted or which may be granted in the future to
directors, officers, and employees of Jacor or shares of Jacor Common Stock
issuable upon conversion of the LYONs (as defined herein), the Citicasters
Warrants (as defined herein) and the Warrants.
FORWARD-LOOKING STATEMENTS. This Prospectus sets forth or incorporates by
reference forward-looking statements within the meaning of Section 27A of the
Securities Act. Discussions containing such forward-looking statements may be
found in the material set forth under "BUSINESS OF JACOR", as well as within the
Prospectus generally. In addition, when used in this Prospectus, the words
"believes," "anticipates," "expects" and similar expressions are intended to
identify forward-looking statements. Such statements are subject to a number of
risks and uncertainties. Actual results in the future could differ materially
from those described in the forward-looking statements as a result of the risk
factors set forth above and the matters set forth or incorporated by reference
in this Prospectus generally. Jacor undertakes no obligation to publicly release
the result of any revisions to these forward-looking statements that may be made
to reflect any future events or circumstances. Jacor cautions the reader,
however, that this list of risk factors may not be exhaustive.
6
<PAGE>
BUSINESS OF JACOR
Jacor is a holding company engaged primarily in the radio broadcasting
business. Jacor's principal executive offices are located at 50 East RiverCenter
Boulevard, 12th Floor, Covington, Kentucky 41011 and its telephone number is
(606) 655-2267.
As of January 15, 1997, Jacor entities owned and/or operated 57 radio
stations located across the United States in 15 broadcast areas: Los Angeles,
Atlanta, Denver, San Diego, St. Louis, Cincinnati, Tampa, Portland, Columbus,
Kansas City, Jacksonville, Toledo, Lexington, Venice/Englewood, Florida and
Casper, Wyoming, and one television station located in the Cincinnati broadcast
area. Jacor also has joint sales agreements to sell advertising time for three
radio stations in Cincinnati, one station in Denver, one station in Salt Lake
City and one station in Louisville. Jacor further provides programming for and
sells air time to two stations in Baja California, Mexico pursuant to an
exclusive sales agency agreement.
Jacor also has entered into agreements to acquire an additional 53 radio
stations (including stations to be acquired in the Merger), which will expand
its presence in San Diego, Columbus, Kansas City, Toledo, Lexington,
Venice/Englewood and Lima, Ohio, and allow Jacor to enter the Salt Lake City,
Las Vegas, Louisville, Rochester, Des Moines, Charleston, S.C., Boise, Cedar
Rapids, Sarasota/Bradenton and Fort Collins/Greeley, Co. broadcast areas.
Jacor is continuing to negotiate acquisitions for additional radio stations
in its existing markets and in new markets. There can be no assurance that Jacor
will successfully complete any such acquisitions or what the consequences
thereof would be.
Additional information concerning Jacor is 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
which may be received from time to time from the sale of shares of Common Stock
pursuant to the exercise of Warrants. 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 and acquisitions. Pending the application of the net proceeds,
Jacor expects to invest such proceeds in short-term, interest-bearing
instruments or other investment-grade securities.
Jacor will not receive any proceeds from the sale of Warrants and/or shares
of Common Stock by the Selling Security Holders.
SELLING SECURITY HOLDERS
Jacor and the Selling Security Holders (all of whom are named in the
following table) are parties to a Registration Rights Agreement dated as of
October 8, 1996 (the "Registration Rights Agreement"), pursuant to which Jacor
granted certain registration rights to the Selling Security Holders and any of
their stockholders, partners or affiliates to whom they may transfer the
Warrants, the Common Stock issued pursuant to the Merger and the Acquisition or
the Common Stock issued upon the exercise of such Warrants (collectively the
"Registrable Securities"). Pursuant to the Registration Rights Agreement, Jacor
agreed to file with the Securities and Exchange Commission a Registration
Statement under the Securities Act and maintain its effectiveness until the
earlier of (i) the first date as of which all Registrable Securities cease to be
Registrable Securities and (ii) the later of (a) the third anniversary of the
closing date of the Merger and (b) the first anniversary of the date on which
the last Warrant was exercised. Under the terms of the Registration Rights
Agreement, Jacor has agreed to pay the costs, fees and expenses incurred in
connection with the registration of the Warrants and the shares of Common Stock
being sold by the Selling Security Holders including the reasonable expenses of
one counsel retained to represent all Holders of the Registrable Securities
being registered; provided, however, that Jacor will not pay any discounts,
commissions, underwriting or advisory fees, brokers' fees or fees of similar
securities industry professionals
7
<PAGE>
relating to the distribution of the Registrable Securities. Jacor has agreed to
indemnify the Selling Security Holders and any underwriters against certain
liabilities, including liabilities under the Securities Act.
The following table sets forth certain information with respect to the
Selling Security Holders and their beneficial ownership of Common Stock as of
the Effective Time of the Merger. Prior to the Effective Time of the Merger, no
Selling Security Holders held any positions or offices or had any other material
relationships with Jacor, or any of its predecessors or affiliates, during the
past three years.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMMON STOCK
AND PERCENTAGE
NUMBER OF SHARES NUMBER OF SHARES ASSUMING THE
OF COMMON STOCK OF COMMON STOCK SALE OF ALL
BENEFICIALLY OWNED WHICH MAY BE SHARES OFFERED
NAME AND ADDRESS OF AS OF THE SOLD PURSUANT TO PURSUANT TO
BENEFICIAL OWNER EFFECTIVE TIME(1) THIS PROSPECTUS THIS PROSPECTUS
- ----------------------------------------------------- --------------------------- --------------------------- -------------------
<S> <C> <C> <C>
Chrysallis Ventures, L.P............................. __.__%
Electra Investment Trust PLC......................... __.__%
JG Partnership, Ltd.................................. __.__%
Lawrence, Tyrrell, Ortale & Smith, II, L.P........... __.__%
Lepercq, deNeuflize & Co............................. __.__%
LN Capital Investment Limited Partnership............ __.__%
Richland Ventures, L.P............................... __.__%
South Atlantic Venture Fund II, Limited
Partnership......................................... __.__%
South Atlantic Venture Fund III, Limited
Partnership......................................... __.__%
Southwest Florida Enterprises, Inc................... __.__%
Donald W. Burton..................................... __.__%
Michael J. Connelly.................................. __.__%
J. David Grissom..................................... __.__%
Terry S. Jacobs...................................... __.__%
David A. Jones, Jr................................... __.__%
William H. Lomicka................................... __.__%
William H. Stakelin.................................. __.__%
George E. Willett.................................... __.__%
</TABLE>
- ------------------------
(1) The Securities and Exchange Commission (the "Commission") has defined
beneficial ownership to include sole or shared voting or investment power
with respect to a security or the right to acquire beneficial ownership of a
security within 60 days. The number of shares indicated are owned with sole
voting and investment power unless otherwise noted. Under rules promulgated
by the Commission, any securities not outstanding that are subject to
options or warrants exercisable within 60 days are deemed to be outstanding
for the purpose of computing the percentage of outstanding securities of the
class owned by such person but are not deemed to be outstanding for the
purpose of computing the percentage of the class owned by any other person.
8
<PAGE>
The following table sets forth certain information with respect to the
Selling Security Holders and their beneficial ownership of Warrants as of the
Effective Time of the Merger.
<TABLE>
<CAPTION>
NUMBER OF
NUMBER OF WARRANTS
WARRANTS OWNED ASSUMING
NUMBER OF WHICH MAY BE THE SALE OF ALL
WARRANTS OWNED SOLD PURSUANT WARRANTS OFFERED
NAME OF AS OF THE TO THIS PURSUANT TO
BENEFICIAL OWNER EFFECTIVE TIME PROSPECTUS THIS PROSPECTUS
- --------------------------------------------------------------- ----------------------- --------------------- -----------------
<S> <C> <C> <C>
Chrysallis Ventures, L.P....................................... __.__%
Electra Investment Trust PLC................................... __.__%
JG Partnership, Ltd............................................ __.__%
Lawrence, Tyrrell, Ortale & Smith, II, L.P..................... __.__%
Lepercq, deNeuflize & Co....................................... __.__%
LN Capital Investment Limited Partnership...................... __.__%
Richland Ventures, L.P......................................... __.__%
South Atlantic Venture Fund II, Limited Partnership............ __.__%
South Atlantic Venture Fund III, Limited Partnership........... __.__%
Southwest Florida Enterprises, Inc............................. __.__%
Donald W. Burton............................................... __.__%
Michael J. Connelly............................................ __.__%
J. David Grissom............................................... __.__%
Terry S. Jacobs................................................ __.__%
David A. Jones, Jr............................................. __.__%
William H. Lomicka............................................. __.__%
William L. Stakelin............................................ __.__%
George E. Willett.............................................. __.__%
</TABLE>
Because the Selling Security Holders may sell all or part of their Warrants
and/or shares of Common Stock offered hereby, no estimate can be given as to the
number of Warrants and shares of Common Stock that will be held by any Selling
Security Holders upon termination of any offering made hereby.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of Jacor consists of 100,000,000 shares of
Common Stock, $.01 par value and 2,000,000 shares of Class A Preferred Stock,
$.01 par value ("Class A Preferred Stock") and 2,000,000 shares of Class B
Preferred Stock, $.01 par value ("Class B Preferred Stock", together with the
Class A Preferred Stock "Preferred Stock"). As of December 31, 1996, 31,385,724
shares of Common Stock were issued and outstanding. No shares of Preferred Stock
are issued and outstanding as of the date hereof.
COMMON STOCK
Under Jacor's Certificate of Incorporation and Delaware law, the holders of
Common Stock have no preemptive rights and the Common Stock has no redemption,
sinking fund, or conversion privileges. The holders of 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 director. 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 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
9
<PAGE>
preferred stock issued. Holders of shares of 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's 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."
CLASS A AND CLASS B PREFERRED STOCK
No shares of 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 Board of Directors with
respect to a particular series. Jacor's Certificate of Incorporation authorizes
the Jacor Board to provide from time to time for the issuance of the shares of
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.
The issuance of 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 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 Preferred Stock are issued and convertible
into shares of Common Stock the holders of Common Stock may experience dilution.
WARRANTS
Jacor issued the Warrants pursuant to the terms of the Warrant Agreement. If
all of the Warrants are exercised, 500,000 shares of Common Stock would be
issued.
Each Warrant initially entitles the holder thereof to purchase .10877 share
of Common Stock (the "Fraction"), at a price of $40.00 per full share of Common
Stock (the "Warrant Price"). The Warrant Price and the number of shares of
Common Stock issuable upon the exercise of each Warrant are subject to
adjustment in certain events described below. Each Warrant may be exercised on
or after the issuance thereof and until 5:00 pm., Eastern Time, on the fifth
anniversary of the date of the Effective Time (the "Expiration Date") in
accordance with the terms of the Warrants and the Warrant Agreement; provided,
however, if any of the Warrants are called for redemption by Jacor, at a price
per Warrant equal to $12.00 multiplied by the Fraction, as adjusted from time to
time under the terms of the Warrant Agreement, on or after the third anniversary
of the Effective Time as provided for in the Warrant Agreement, the right of the
Warrants to be so redeemed shall expire at the close of business, New York time,
on such redemption date. To the extent that any Warrant remains outstanding
after such time, such unexercised Warrant will automatically terminate.
Warrants may be exercised by surrendering to the Warrant Agent a signed
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 Warrants evidenced by such certificate. Surrendered certificates
must be accompanied by payment of the aggregate Warrant Price in respect of the
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 Warrants.
If fewer than all the Warrants evidenced by any certificate are exercised,
the Warrant Agent will deliver to the exercising warrant holder a new Warrant
certificate representing the unexercised Warrants. Jacor will not be required to
issue fractional shares of Common Stock upon exercise of any Warrant and in
10
<PAGE>
lieu thereof will pay in cash an amount equal to the closing price per share of
Common Stock on the trading day immediately preceding the date the Warrant is
presented for exercise, multiplied by such
11
<PAGE>
fraction, determined as provided in the Warrant Agreement. Jacor has reserved
for issuance a number of shares of Common Stock sufficient to provide for the
exercise of the rights of purchase represented by the Warrants.
A Warrant may not be exercised in whole or in part by a Holder if in the
reasonable opinion of counsel to Jacor the issuance of Common Stock upon such
exercise would cause Jacor to be in violation of the broadcast multiple
ownership provisions of the Communications Act, or the rules and regulations in
effect thereunder and Jacor notifies such Holder to that effect. Upon receipt of
said notice, such Holder may take such steps, at its own expense, as it
reasonably determines necessary so that the exercise of the Warrant would not
cause such a violation; provided, that upon completion of said steps, such
Holder shall notify Jacor and if such proposed revised transaction would still,
in the reasonable opinion of counsel to Jacor, cause Jacor to be in violation of
such provisions, rules or regulations, then Jacor shall within five business
days make an offer to purchase such Warrant at a price equal to the excess of
(x) the current market price (as defined in the Warrant Agreement) on the date
of such offer over (y) the Warrant Price.
On or after the third anniversary of the Effective Time, Jacor has the right
to redeem any or all of the Warrants at a price of $12.00 per Warrant multiplied
by the Fraction, as adjusted from time to time as set forth below.
The number of shares of Common Stock purchasable upon the exercise of each
Warrant and the Warrant Price are subject to adjustment in connection with (i)
the issuance of a stock dividend or distribution to holders of Common Stock, a
combination or subdivision or issuance by reclassification of Common Stock; (ii)
the issuance of rights, options or warrants to all holders of Common Stock
without charge to such holders to subscribe for or purchase shares of Common
Stock at a price per share which is lower than the then current market price;
and (iii) certain distributions by Jacor to the holders of Common Stock of
evidences of indebtedness or of its assets (excluding cash dividends or
distributions pursuant to an announced policy of the Company payable out of
earnings or out of surplus legally available for dividends) or of convertible
securities, all as set forth in the Warrant Agreement. Notwithstanding the
foregoing, no adjustment in the number of Warrant Shares will be required until
such adjustment would require an increase or decrease of at least one percent
(1%) in the number of Warrant Shares purchasable upon the exercise of each
Warrant. In addition, Jacor may at its option reduce the Warrant Price to any
amount deemed appropriate by the Jacor Board.
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 Warrant Agreement will require that
effective provisions will be made so that each holder of an outstanding Warrant
will have the right thereafter to exercise the 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 Common
Stock for which such Warrant were exercisable immediately prior thereto. In
addition, pending execution of the Warrant Agreement, the Merger Agreement
provides that, if after the date of the Merger Agreement and prior to the
issuance of the Warrants, Jacor takes any action which, if the Warrants had been
issued and outstanding as of such date, would have required an adjustment in the
exercise price of the Warrants or in the number of shares purchasable upon
exercise of the Warrants, then the exercise price of the Warrants or such number
of shares will be adjusted upon issuance of the Warrants to give effect to the
adjustment which would have been required as a result of such action.
The Warrant Agreement may be amended or supplemented without the consent of
the holders of 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 Warrant Agreement shall require
the consent of warrant holders representing not less than 50% of the Warrants
then outstanding provided that no change in the number or nature of the
securities purchasable upon the exercise of any Warrant, or the Warrant Price
therefor, or the acceleration of the Expiration Date, and no change in the
antidilution
11
<PAGE>
provisions which would adversely affect the interests of the holders of
Warrants, shall be made without the consent of the holder of such Warrant, other
than such changes as are specifically prescribed by the Warrant Agreement or are
made in compliance with applicable law.
No holder of Warrants is entitled to vote or receive dividends or be deemed
for any purpose the holder of Common Stock until the Warrants are properly
exercised as provided in the Warrant Agreement.
CITICASTERS WARRANTS
Jacor issued the Citicasters Warrants pursuant to the terms of the
Citicasters Merger agreement. 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 warrantholder'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 warrantholder 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.
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.
12
<PAGE>
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. In addition, if Jacor takes any
action prior to the issuance of the Citicasters Warrants that would have
required an adjustment in the exercise price of the Citicasters Warrants or in
the number of shares purchasable upon exercise of the Citicasters Warrants, then
the exercise price of the Citicasters Warrants or such number of shares will be
adjusted upon issuance of the Citicasters Warrants to give effect to the
adjustment which would have been required as a result of such action.
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 interest of the warrantholders. Any other amendment to the Citicasters
warrant agreement requires the consent of warrantholders 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 Warrant
Agreement.
REGISTRAR, TRANSFER AGENT AND WARRANT AGENT
KeyCorp Shareholder Services, Inc. is the registrar and transfer agent for
the Common Stock and the warrant agent for the Warrants and the Citicasters
Warrants.
DESCRIPTION OF INDEBTEDNESS
CREDIT FACILITY
JCC entered into its existing credit facility on June 12, 1996 (the "Credit
Facility") with a syndicate of banks and other financial institutions. The
Credit Facility provides availability of $600.0 million of loans to JCC in three
components: (i) a revolving credit facility of up to $200.0 million with
mandatory semi-annual commitment reductions beginning March 18, 1999 and a final
maturity date of September 18, 2003; (ii) a term loan of $300.0 million with
scheduled semi-annual reductions beginning March 18, 1998 and a final maturity
date of September 18, 2003; and (iii) a tranche B term loan of $100.0 million
with scheduled semi-annual reductions beginning March 18, 1999 and a final
maturity date of September 18, 2004.
The Credit Facility bears interest at a rate that fluctuates with a bank
base rate and/or the Eurodollar rate per annum.
In November 1996, Jacor entered into discussions to expand the availability
under the Credit Facility from up to $600.0 million to up to $750.0 million,
among other things. Jacor is discussing with the lenders that the components of
the increased Credit Facility consist of a revolving credit facility with an
availability of up to $450.0 million, a $200.0 million seven-year amortizing
term loan and a $100.0 million up to eight-
13
<PAGE>
year amortizing term loan. There can be no assurance that the availability under
the Credit Facility will be increased or that the components of the Credit
Facility will be revised.
The loans under the Credit Facility are guaranteed by each of Jacor's direct
and indirect subsidiaries other than certain immaterial subsidiaries. Jacor's
obligations with respect to the Credit Facility and each guarantor's obligations
with respect to the related guaranty are secured by substantially all of their
respective assets, including, without limitation, inventory, equipment, accounts
receivable, intercompany debt and, in the case of Jacor's subsidiaries, capital
stock. JCC's obligations under the Credit Facility are secured by a first
priority lien on the capital stock of JCC's subsidiaries 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) make capital expenditures; (viii) enter into
leases; (ix) engage in certain transactions with affiliates; and (x) make
restricted junior payments. The Credit Facility also requires the satisfaction
of certain financial performance criteria (including a consolidated interest
coverage ratio, a leverage-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, and with 50% of JCC's Consolidated Excess Cash Flow (as defined
in the Credit Facility).
Events of default under the Credit Facility include various events of
default customary for such type of agreement, such as failure to pay scheduled
payments when due, cross defaults on other indebtedness, change of control
events under other indebtedness (including the LYONs, the 1994 9 3/4% Notes, the
1996 10 1/8% Notes and the 1996 9 3/4% Notes, all as defined herein) and certain
events of bankruptcy, insolvency and reorganization. In addition, the Credit
Facility includes events of default for JCC and 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 appointees to represent at least 30% of the
Jacor Board of Directors.
For purposes of the Credit Facility, a change of control includes the
occurrence of any event that triggers a change of control under the LYONs, the
1994 9 3/4% Notes, the 1996 10 1/8% Notes or the 1996 9 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 or terms acceptable to JCC.
THE 1996 9 3/4% NOTES. In December 1996, JCC conducted an offering (the
"1996 9 3/4% Notes Offering") whereby JCC issued and sold $170 million aggregate
principal amount of 9 3/4% Senior Subordinated Notes (the "1996 9 3/4% Notes").
The 1996 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 1996 9 3/4% Notes were issued pursuant to an indenture between JCC and
The Bank of New York, as Trustee (the "1996 9 3/4% Note Indenture"). The 1996
9 3/4% Note Indenture contains certain covenants which impose certain
limitations and restrictions on the ability of Jacor to incur additional
indebtedness, pay dividends or make other distributions, make certain loans and
investments, apply the proceeds of asset sales (and use the proceeds thereof),
create liens, enter into certain transactions with affiliates, merge,
consolidate or transfer substantially all its assets and make investments in
unrestricted subsidiaries.
If a change of control occurs, JCC will be required to offer to repurchase
all outstanding 1996 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 1996 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
14
<PAGE>
repurchase the 1996 9 3/4% Notes, including pursuant to a change of control
offer. Furthermore, a change of control under the 1996 9 3/4% Note Indenture
will result in a default under the Credit Facility.
As used herein, (a) prior to the earlier of (x) the maturity of the 1994
9 3/4% Notes, (y) the date upon which defeasance of the 1994 9 3/4% Notes
becomes effective, and (z) the date on which there are no longer any 1994 9 3/4%
Notes outstanding under the terms of the governing indenture (each a "1994
9 3/4% Note Event"), a "Change of Control" means any transaction or series of
transactions in which any of the following occurs: (i) any person or group
(within the meaning of Rule 13d-3 under the Exchange Act and Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
other than Zell/Chilmark or any of its Affiliates, becomes the direct or
indirect "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of
(A) greater than 50% of the total voting power (on a fully diluted basis as if
all convertible securities had been converted) entitled to vote in the election
of directors of JCC or Citicasters Co. ("CitiCo") or the surviving person (if
other than Jacor), or (B) greater than 20% of the total voting power (on a fully
diluted basis as if all convertible securities had been converted) entitled to
vote in the election of directors of JCC or CitiCo, or the surviving person (if
other than JCC), and such person or group has the ability to elect, directly or
indirectly, a majority of the members of the Board of Directors of JCC; or (ii)
JCC or CitiCo consolidates with or merges into another person, another person
consolidates with or merges into JCC or CitiCo, JCC or CitiCo issues shares of
its Capital Stock or all or substantially all of the assets of JCC or CitiCo are
sold, assigned, conveyed, transferred, leased or otherwise disposed of to any
person as an entirety or substantially as an entirety in one transaction or a
series of related transactions and the effect of such consolidation, merger,
issuance or sale is as described in clause (i) above. Notwithstanding the
foregoing, no Change of Control shall be deemed to have occurred by virtue of
(I) JCC or any of its employee benefit or stock plans filing (or being required
to file after the lapse of time) a Schedule 13D or 14D-1 (or any successor or
similar schedule, form or report under the Exchange Act) or (II) the purchase by
one or more underwriters of Capital Stock of JCC in connection with a Public
Offering; and (b) upon and following a 1994 9 3/4% Note Event, 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 1996 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 1996 9 3/4% Notes, cross defaults on
other indebtedness for borrowed monies in excess of $5.0 million (which
indebtedness would therefore include the Credit Facility, the LYON and the 1996
10 1/8% Notes) and certain events of bankruptcy, insolvency and reorganization.
15
<PAGE>
1996 10 1/8% NOTES
In June 1996, Jacor and JCAC, Inc., a Florida corporation ("JCAC") and
wholly-owned subsidiary of Jacor which was merged with and into Citicasters (now
known as JCC) in September 1996 (the "JCAC Merger"), consummated the sale by
JCAC of $100.0 million aggregate principal amount of 10 1/8% Senior Subordinated
Notes due 2006 (the "1996 10 1/8% Notes"). JCAC loaned the net proceeds of the
sale of the Notes (the "1996 10 1/8% Notes Offering") to Jacor in connection
with the financing for the merger. Upon the consummation of the JCAC Merger, the
1996 10 1/8% Notes became obligations of Citicasters Inc. (now known as JCC).
The 1996 10 1/8% Notes will mature on June 15, 2006. The 1996 10 1/8% Notes
bear interest at the rate per annum of 10 1/8% from the date of issuance or from
the most recent interest payment date to which interest has been paid or
provided for, payable semi-annually on June 15 and December 15 of each year,
commencing December 15, 1996, to the persons in whose names such 1996 10 1/8%
Notes are registered at the close of business on the June 1 or December 1
immediately preceding such interest payment date. Interest will be calculated on
the basis of a 360-day year consisting of twelve 30-day months. The trustee
under the indenture for the 1996 10 1/8% Notes (the "1996 10 1/8% Note
Indenture") authenticated and delivered the Notes for original issue in an
aggregate principal amount of $100.0 million.
The 1996 10 1/8% Notes are not redeemable at JCC's option before June 15,
2001. Thereafter, the 1996 10 1/8% Notes are subject to redemption at the option
of JCC, at redemption prices declining from 105.063% of the principal amount for
the twelve months commencing June 15, 2001 to 100% on and after June 15, 2004,
plus in each case, accrued and unpaid interest thereon to the applicable
redemption date.
The 1996 10 1/8% Note Indenture contains certain covenants which impose
certain limitations and restrictions on the ability of JCC 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 is required to offer to repurchase all
outstanding 1996 10 1/8% Notes at a price equal to 101% of their principal
amount, plus accrued and unpaid interest, if any, to the date of repurchase.
There can be no assurance that JCC will have sufficient funds to purchase all of
the 1996 10 1/8% Notes in the event of a change of control offer or that JCC
would be able to obtain financing for such purchase on favorable terms, if at
all. In addition, the Credit Facility restricts JCC's ability to repurchase the
1996 10 1/8% Notes, including pursuant to a change of control offer.
Furthermore, a change of control under the 1996 10 1/8% Note Indenture will
result in a default under the Credit Facility.
A Change of Control under the indenture governing the 1996 10 1/8% Notes
means any transaction or series of transactions in which any of the following
occurs: (i) any person or group (within the meaning of Rule 13d-3 under the
Exchange Act and Sections 13(d) and 14(d) of the Exchange Act), other than Zell/
Chilmark or any of its Affiliates, becomes the direct or indirect beneficial
owner (as defined in Rule 13d-3 under the Exchange Act) of (A) greater than 50%
of the total voting power (on a fully diluted basis as if all convertible
securities had been converted) entitled to vote in the election of directors of
JCC, or the surviving person (if other than JCC), or (B) greater than 20% of the
total voting power (on a fully diluted basis as if all convertible securities
had been converted) entitled to vote in the election of directors of JCC, or the
surviving person (if other than JCC), and such person or group has the ability
to elect, directly or indirectly, a majority of the members of the Board of
Directors of JCC; or (ii) JCC consolidates with or merges into another person,
another person consolidates with or merges into JCC, JCC issues shares of its
Capital Stock or all or substantially all of the assets of JCC are sold,
assigned, conveyed, transferred, leased or otherwise disposed of to any person
as an entirety or substantially as an entirety in one transaction or a series of
related transactions and the effect of such consolidation, merger, issuance or
sale is as described in clause (i) above.
16
<PAGE>
Events of default under the 1996 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 Notes, cross defaults on other
indebtedness for borrowed monies in excess of $5.0 million (which indebtedness
therefore includes the Credit Facility, the LYONs (as defined herein) and the
1996 9 3/4% Notes) and certain events of bankruptcy, insolvency and
reorganization.
1994 9 3/4% NOTES
The 9 3/4% Senior Subordinated Notes due 2004 (the "1994 9 3/4% Notes") are
general unsecured obligations of JCC and are subordinated in rights of payment
to all Senior Indebtedness (as defined in the 1994 9 3/4% Note Indenture). The
1994 9 3/4% Notes were issued pursuant to an Indenture between Citicasters Inc.
(now known as JCC) and Shawmut Bank Connecticut, National Association, as
Trustee (the "1994 9 3/4% Note Indenture").
Following Jacor's repurchase of $15.0 million of the 1994 9 3/4% Notes
subsequent to the 1996 9 3/4% Notes Offering, the December 31, 1996 aggregate
outstanding principal amount of the 1994 9 3/4% Notes was $3.1 million. The 1994
9 3/4% Notes mature on February 15, 2004, and accrue interest at the rate of
9 3/4% per annum.
The 1994 9 3/4% Notes are not redeemable at JCC's option before February 15,
1999 (other than in connection with certain public offerings of JCC Common
Stock, as described below). Thereafter, the 1994 9 3/4% Notes are subject to
redemption at the option of JCC, at redemption prices declining from 104.875% of
the principal amount for the twelve months commencing February 15, 1999 to
100.00% on and after February 15, 2002, plus, in each case, accrued and unpaid
interest thereon to the applicable redemption date.
In addition, at any time on or before February 15, 1999, (i) up to 25% of
the aggregate principal amount of the 1994 9 3/4% Notes may be redeemed at a
redemption price of 108.75% of the principal amount thereof, plus accrued and
unpaid interest, out of the net proceeds of public offerings of primary shares
of JCC Common Stock, and after giving effect to such redemption at least $100.0
million in 1994 9 3/4% Notes remain outstanding and (ii) upon a Change of
Control (as defined in the 1994 9 3/4% Note Indenture), the 1994 9 3/4% Notes
can be redeemed provided at least $100.0 million of 1994 9 3/4% Notes remain
outstanding and such redemption occurs within 180 days of the date of a Change
of Control. In addition, prior to December 31, 1996, JCC can redeem the 1994
9 3/4% Notes from the proceeds of Asset Sales (as defined in the 1994 9 3/4%
Note Indenture) subject to certain restrictions.
Within 60 days after any Change of Control, JCC or its successors must make
an offer to purchase the 1994 9 3/4% Notes at a purchase price equal to 101% of
the aggregate principal amount thereof, plus accrued and unpaid interest to the
date of purchase. The 1994 9 3/4% Note Indenture contains certain covenants
which impose certain limitations and restrictions on the ability of JCC 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. The 1994 9 3/4% Note Indenture includes various
events of default customary for such type of agreements, such as failure to pay
principal and interest when due on the 1994 9 3/4% Notes, cross defaults on
other indebtedness and certain events of bankruptcy, insolvency and
reorganization.
LIQUID YIELD OPTION-TM- NOTES
In June 1996, Jacor consummated the issuance and sale of Liquid Yield
Option-TM- Notes due June 12, 2011 (the "LYONs") in the aggregate principal
amount at maturity of $226.0 million (excluding $33.9 million aggregate
principal amount at maturity subject to the over-allotment option) (the "LYONs
Offering"). Each LYON had an Issue Price of $443.4 and has a principal amount at
maturity of $1,000.
17
<PAGE>
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 is subject to
adjustment upon the occurrence of certain events affecting the 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 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 on June 12, 2005 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 anti-takeover effect.
Under the indenture for the LYONs (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.
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 therefore includes the
Credit Facility, the 1996 10 1/8% Notes and the 1996 9 3/4% Notes) and certain
events of bankruptcy, insolvency and reorganization.
PLAN OF DISTRIBUTION
SALES BY JACOR
From time to time, Jacor will issue and sell shares of Common Stock to the
holders of the Warrants upon the exercise of such Warrants in accordance with
their terms. All shares of Common Stock issued upon the exercise of Warrants
issued to the holders of record of such Warrants, including shares issued to the
Selling Security Holders, will be freely transferable, except the shares of
Common Stock received by persons (other than the Selling Security Holders) who
were deemed to be "affiliates" (as such term is defined under the Securities
Act) of Jacor and/or Citicasters prior to the Merger may be resold by them only
in transactions permitted by the resale provisions of Rule 145 promulgated under
the Securities Act
18
<PAGE>
(or Rule 144 in the case of such persons who are affiliates of Jacor and/or
Citicasters) or as otherwise permitted under the Securities Act. Persons who may
be deemed to be affiliates of Jacor and/or Citicasters include individuals or
entities that control, are controlled by, or are under common control with, such
party and may include certain officers and directors of such party as well as
principal stockholders of such party.
SALES BY THE SELLING SECURITY HOLDERS
The Registrable Securities covered by this Prospectus may be offered for
sale by the Selling Security Holders named herein (as amended from time to time)
from time to time pursuant and subject to the applicable provisions of the
Registration Rights Agreement, subject to certain blackout periods described
below. Under the Registration Rights Agreement, Jacor is required to maintain
the effectiveness of the registration statement to which this Prospectus relates
until the earlier of (i) the first date as of which all Registrable Securities
cease to be Registrable Securities and (ii) the later of (A) the third
anniversary of the closing date of the Merger and (B) the first anniversary of
the date on which the last Warrant was exercised.
Under the terms of the Registration Rights Agreement and subject to certain
conditions and limitations set forth therein, Jacor may determine that this
Prospectus will not be usable by Holders for reasonable periods of time not in
excess of 60 consecutive days (a "Blackout Period") if Jacor (a) determines in
good faith that the registration and distribution of the Registrable Security
(or use of this Prospectus) would interfere with any pending financing,
acquisition, corporate reorganization or other corporate development involving
Jacor or any of its subsidiaries or would require premature disclosure thereof,
and (b) promptly gives the Holders written notice thereof, such notice to
contain a general statement of the reasons for the postponement or restriction
on use and an approximation of the anticipated delay. The aggregate number of
days included in all Blackout Periods during any consecutive twelve months shall
not exceed 120 days.
Subject in all cases to the restrictions in the Registration Rights
Agreement described above, any distribution hereunder of the Warrants and/or
Common Stock by the Selling Security Holders may be effected from time to time
in one or more of the following transactions: (a) through brokers, acting as
principal or agent, in transactions (which may involve block transactions), in
special offerings, on the Nasdaq National Market or otherwise, at market prices
obtainable at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices, (b) to underwriters who will
acquire shares of Common Stock for their own account and resell such shares in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale (any public
offering price and any discount or concessions allowed or reallowed or paid to
dealers may be changed from time to time), (c) directly or through brokers or
agents in private sales at negotiated prices, (d) to lenders pledged as
collateral to secure loans, credit or other financing arrangements and any
subsequent foreclosure, if any, thereunder, or (e) by any other legally
available means. Also, offers to purchase the Warrants and/or Common Stock may
be solicited by agents designated by the Selling Security Holders from time to
time. Underwriters or other agents participating in an offering made pursuant to
this Prospectus (as amended or supplemented from time to time) may receive
underwriting discounts and commissions under the Securities Act, and discounts
or concessions may be allowed or reallowed or paid to dealers, and brokers or
agents participating in such transactions may receive brokerage or agent's
commissions or fees.
In connection with distributions of the Registrable Security or otherwise,
the Selling Security Holders may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with such
transactions, broker-dealers or other financial institutions may engage in short
sales of the Registrable Securities in the course of hedging the positions they
assume with Selling Security Holders. The Selling Security Holders may also sell
short and redeliver the shares to close out such short positions. The Selling
Security Holders may also enter into option or other transactions with
broker-dealers or other financial
19
<PAGE>
institutions which require the delivery to such broker-dealer or other financial
institution of the Registrable Securities offered hereby, which Registrable
Securities such broker-dealer or other financial institution, may resell
pursuant to this Prospectus (as supplemented or amended to reflect such
transaction). The Selling Security Holders and SFE may also pledge the
Registrable Securities registered hereunder to a broker-dealer or other
financial institution and, upon a default, such broker-dealer or other financial
institution may effect sales of the pledged Registrable Securities pursuant to
this Prospectus (as supplemented or amended to reflect such transaction).
Certain costs, expenses and fees in connection with the registration of the
Registrable Securities, including certain costs of legal counsel for the Selling
Security Holders, will be borne by Jacor. Commissions, discounts and transfer
taxes, if any, attributable to the sales of the Registrable Securities will be
borne by the Selling Security Holders. The Selling Security Holders have agreed
to indemnify Jacor or any underwriter, as the case may be, and any of their
respective affiliates, directors, officers and controlling persons, against
certain liabilities in connection with the offering of the Registrable
Securities pursuant to this Prospectus, including liabilities arising under the
Securities Act. In addition, Jacor has agreed to indemnify the Selling
Registrable Security Holders or any underwriter, as the case may be, and any of
their respective affiliates, directors, officers trustees, partners, and
controlling persons, and any agent or investment advisor thereof against certain
liabilities in connection with the offering of the Registrable Securities
pursuant to this Prospectus, including liabilities arising under the Securities
Act.
This Prospectus may be amended and supplemented from time to time to
describe a specific plan of distribution. In addition, any securities covered by
this Prospectus which qualify for sale pursuant to Rule 145 may be sold under
Rule 145 rather than pursuant to this Prospectus.
EXPERTS
The consolidated balance sheets of Jacor Communications, Inc. and
Subsidiaries as of December 31, 1995 and 1994 and the consolidated statements of
operations, shareholders' equity, and cash flows for each of the three years in
the period ended December 31, 1995; and the combined balance sheets of the
Selected Gannett Radio Stations as of December 31, 1995 and September 29, 1996
and the combined statements of operations, changes in Gannett's investment in
radio stations and cash flows for the years ended December 25, 1994 and December
31, 1995 and the nine month period ended September 29, 1996; and the
consolidated balance sheets of Regent Communications, Inc. and Subsidiaries as
of December 31, 1995 and September 30, 1996 and the consolidated statements of
operations, shareholders' equity and cash flows for the years ended December 31,
1994 and 1995 and the nine months ended September 30, 1996, have been
incorporated 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 balance sheets of Citicasters Inc. as of December 31, 1995
and 1994 and the consolidated statements of operations, changes in shareholders'
equity, and cash flows for each of the three years in the period ended December
31, 1995, appearing in Jacor's Form 8-K dated March 27, 1996, as amended, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon (which contains an explanatory paragraph with respect to
Citicasters Inc.'s emergence from bankruptcy and subsequent adoption of
"fresh-start reporting" as of December 31, 1993, as more fully described in Note
B to the consolidated financial statements), 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 consolidated financial statements of Noble Broadcast Group, Inc. as of
December 31, 1995 and December 25, 1994 and for each of the three years in the
period ended December 31, 1995, incorporated by reference in this Prospectus,
have been so incorporated in reliance on the report (which includes an
explanatory paragraph relating to Jacor's agreement to purchase Noble Broadcast
Group, Inc. as described
20
<PAGE>
in Note 2 to the consolidated financial statements), of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
LEGAL MATTERS
The legality of the shares of Common Stock to be issued in connection with
the exercise of the Warrants is being passed upon for Jacor by Graydon, Head &
Ritchey, Cincinnati, Ohio.
21
<PAGE>
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO PURCHASE, THE SECURITIES OFFERED BY THIS PROSPECTUS,
OR THE SOLICITATION OF A PROXY, IN ANY JURISDICTION, TO OR FROM ANY PERSON TO
WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER, SOLICITATION OF AN OFFER OR
PROXY SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY DISTRIBUTION OF SECURITIES PURSUANT TO THIS PROSPECTUS SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
INFORMATION SET FORTH HEREIN SINCE THE DATE OF THIS PROSPECTUS.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
AVAILABLE INFORMATION.......................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE.................................... 3
RISK FACTORS................................... 4
BUSINESS OF JACOR.............................. 7
USE OF PROCEEDS................................ 7
SELLING SECURITY HOLDERS....................... 7
DESCRIPTION OF CAPITAL STOCK................... 9
Common Stock................................. 9
Class A and Class B Preferred Stock.......... 10
Warrants..................................... 10
Citicasters Warrants......................... 12
Registrar, Transfer Agent and Warrant
Agent...................................... 13
DESCRIPTION OF INDEBTEDNESS.................... 13
Credit Facility.............................. 13
1996 9 3/4% Notes............................ 14
1996 10 1/8% Notes........................... 16
1994 9 3/4% Notes............................ 17
Liquid Yield Option-TM- Notes................ 17
PLAN OF DISTRIBUTION........................... 18
Sales by Jacor............................... 18
Sales by the Selling Security Holders........ 19
EXPERTS........................................ 20
LEGAL MATTERS.................................. 21
</TABLE>
JACOR COMMUNICATIONS, INC.
957,104 SHARES OF
COMMON STOCK
AND
4,596,694 WARRANTS TO PURCHASE
COMMON STOCK
(INCLUDING 500,000 SHARES OF
COMMON STOCK
UNDERLYING WARRANTS)
---------------------
PROSPECTUS
---------------------
, 1997
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
<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 fees are estimates) in connection with the issuance and distribution of the
shares of Common Stock being registered hereunder. All such fees and expenses
shall be borne by Jacor except for underwriting discounts and commissions and
transfer taxes, if any, with respect any shares being sold by the Selling
Security Holders.
<TABLE>
<S> <C>
SEC Registration fees........................................... $9,869.81
Nasdaq National Market Listing Fee.............................. $23,000.00
Blue Sky fees and expenses...................................... $2,000.00
Printing and engraving expenses................................. $1,000.00
Transfer agent and registrar fee and expenses................... $3,000.00
Attorneys' fees and expenses.................................... $25,000.00
Accounting fees and expenses.................................... $10,000.00
Miscellaneous................................................... $1,130.19
---------
Total....................................................... $75,000.00
---------
---------
</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-1
<PAGE>
(ii) no such indemnification shall be made unless it is determined that such
Indemnitee acted in good faith and in a manner such Indemnitee reasonably
believed to be in or not opposed to the best interests of Jacor, and, in the
case of any criminal action or proceeding, had no reasonable cause to believe
that such Indemnitee's conduct was unlawful.
Pursuant to authority contained in its Bylaws, Jacor maintains in force a
standard directors' and officers' liability insurance policy providing coverage
of $10,000,000 against liability incurred by any director or officer in his or
her capacity as such.
The preceding discussion of the Statute and Jacor's Certificate of
Incorporation and Bylaws is not intended to be exhaustive and is qualified in
its entirety by reference to the complete texts of Jacor's Certificate of
Incorporation and Bylaws and to the Statute.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
SEE INDEX TO EXHIBITS
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(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.
II-2
<PAGE>
(b) The undersigned registrant hereby undertakes 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.
(c) The undersigned registrant hereby undertakes to supplement the
prospectus, after the expiration of the subscription period, to set forth
the results of the subscription offer, the transactions by the underwriters
during the subscription period, the amount of unsubscribed securities to be
purchased by the underwriters, and the terms of any subsequent reoffering
thereof. If any public offering by the underwriters is to be made on terms
differing from those set forth on the cover page of the prospectus, a
post-effective amendment will be filed to set forth the terms of such
offering.
(d) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of Jacor pursuant to the foregoing provisions, or otherwise, Jacor
has 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 Jacor of expenses
incurred or paid by a director, officer or controlling person of Jacor 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, Jacor 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Covington, State of Kentucky on this 7th day of
February, 1997.
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, this
Registration Statement has been signed on February 7, 1997 by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
Principal Financial and
Principal Executive Officer: Accounting Officer:
<S> <C>
/s/ RANDY MICHAELS /s/ R. CHRISTOPHER WEBER
- -------------------------------------- --------------------------------------
Randy Michaels R. Christopher Weber
Chief Executive Officer and Director Senior Vice President, Chief Financial
Officer
and Secretary
/s/ ROBERT L. LAWRENCE /s/ ROD F. DAMMEYER
- -------------------------------------- --------------------------------------
Robert L. Lawrence Rod F. Dammeyer
President, Chief Operating Officer Director
and Director
/s/ SHELI Z. ROSENBERG /s/ F. PHILIP HANDY
- -------------------------------------- --------------------------------------
Sheli Z. Rosenberg F. Philip Handy
Board Chair and Director Director
/s/ JOHN W. ALEXANDER /s/ MARC LASRY
- -------------------------------------- --------------------------------------
John W. Alexander Marc Lasry
Director Director
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
- ------------------------------------------------------------------ ------------
<S> <C> <C>
2.1 Agreement and Plan of Merger dated as of October 8, 1996
("Regent Merger Agreement") between Jacor
Communications, Inc. ("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, and attached as Annex I to the
Prospectus/Information Statement in this Registration
Statement. ............................................. *
2.2 Form of Warrant Agreement between Jacor and KeyCorp
Shareholder Services, Inc., as warrant agent (included
as Exhibit B to Regent Merger Agreement). Incorporated
by reference to Exhibit 2.2 to Jacor's Current Report on
Form 8-K dated October 23, 1996, and attached as Annex
II to the Prospectus/Information Statement in this
Registration Statement. ................................ *
2.3 Escrow Agreement dated as of October 8, 1996 among Jacor,
Regent Communications, Inc. and PNC Bank, as escrow
agent (included as Exhibit H to Regent Merger
Agreement). Incorporated by reference to Exhibit 2.3 to
Jacor's Current Report on Form 8-K dated October 23,
1996, and attached as Annex III to the
Prospectus/Information Statement in this Registration
Statement. ............................................. *
2.4 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, and
attached as Annex V to the Prospectus/Information
Statement in this Registration Statement. .............. *
2.5 Agreement and Plan of Merger dated February 12, 1996 among
Citicasters Inc. ("Citicasters"), Jacor and JCAC, Inc.
Incorporated by reference to Exhibit 2.1 to Jacor's
Current Report on Form 8-K dated February 27, 1996. .... *
2.6 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. .................................................. *
2.7 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. .................................................. *
2.8 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). ................................... *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
- ------------------------------------------------------------------ ------------
<S> <C> <C>
2.9 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. .............. *
2.10 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. ....................... *
2.11 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. .............................................. *
2.12 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/Information Statement to Jacor's
Form S-4 Registration Statement (File No. 333-6639). ... *
4.1 Indenture dated as of December 17, 1996 between Jacor
Communications Company ("JCC") and The Bank of New York
for JCC's 9 3/4% Senior Subordinated Notes due 2006 and
Jacor's Guaranty thereof. Incorporated by reference to
Exhibit 4.11 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 Credit Agreement dated as of June 12, 1996 ("Credit
Agreement") by and among JCAC, Inc., the Lenders named
therein (the "Lenders"), Chemical Bank, as
Administrative Agent, Banque Paribas, as Documentation
Agent, and Bank of America Illinois, as Syndication
Agent. Incorporated by reference to Exhibit 4.27 to
Jacor's Form S-4 Registration Statement
(File No. 333-6639). ................................... *
4.5 Security Agreement dated as of June 12, 1996 by and
between JCAC, Inc. and Chemical Bank as Administrative
Agent. Incorporated by reference to Exhibit 4.28 to
Jacor's Form S-4 Registration Statement (File No.
333-6639). ............................................. *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
- ------------------------------------------------------------------ ------------
<S> <C> <C>
4.6 Parent Guaranty dated as of June 12, 1996 by Jacor in
favor of 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 4.29 to Jacor's Form S-4
Registration Statement (File No. 333-6639). ............ *
4.7 Pledge Agreement dated as of June 12, 1996 by and between
Jacor and Chemical Bank, as Administrative Agent for the
Agents (as defined in the Credit Agreement), the Lenders
and any Interest Rate Hedge Providers. Incorporated by
reference to Exhibit 4.30 to Jacor's Form S-4
Registration Statement (File No. 333-6639). ............ *
4.8 First Amendment dated as of June 18, 1996 to Credit
Agreement dated as of June 12, 1996 by and among JCAC,
Inc., the Lenders named therein, Chemical Bank, as
Administrative Agent, Banque Paribas, as Documentation
Agent, and Bank of America Illinois, as Syndication
Agent. Incorporated by reference to Exhibit 4 to Jacor's
Quarterly Report on Form 10-Q for the quarter ended June
30, 1996. .............................................. *
4.9 Second Amendment dated as of September 18, 1996 to Credit
Agreement dated as of June 12, 1996 by and among
Citicasters (as successor by merger to JCAC, Inc.), the
Lenders named therein, The Chase Manhattan Bank (as
successor by merger to Chemical Bank),as Administrative
Agent, Banque Paribas, as Documentation Agent, and Bank
of America Illinois, as Syndication Agent (omitting
exhibits not deemed material). Incorporated by reference
to Exhibit 4.1 to Jacor's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1996. .............. *
4.10 Third Amendment dated as of October 8, 1996 to Credit
Agreement dated as of June 12, 1996 by and among
Citicasters (as successor by merger to JCAC, Inc.), the
Lenders named therein, The Chase Manhattan Bank (as
successor by merger to Chemical Bank), as Administrative
Agent, Banque Paribas, as Documentation Agent, and Bank
of America Illinois, as Syndication Agent (omitting
exhibits not deemed material). Incorporated by reference
to Exhibit 4.2 to Jacor's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1996. .............. *
4.11(#) Restricted Stock Agreement dated as of June 23, 1993
between Jacor and Rod F. Dammeyer. (1) Incorporated by
reference to Exhibit 4.2 to Jacor's Quarterly Report on
Form 10-Q dated August 13, 1993. ....................... *
4.12(#) 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. ................................. *
4.13(#) Stock Option Agreement dated as of December 15, 1994
between Jacor and Rod F. Dammeyer covering 5,000 shares
of Jacor's common stock. (3) Incorporated by reference
to Exhibit 4.23 to Jacor's Quarterly Report on Form 10-Q
dated August 13, 1993. ................................. *
5.1 Opinion of Graydon, Head & Ritchey. ...................... **
10.1 Credit Agreement dated as of February 20, 1996 among
Broadcast Finance, Inc. (a Jacor subsidiary), Noble
Broadcast Group, Inc. and Noble Broadcast Holdings, Inc.
(omitting exhibits not deemed material or filed
separately in executed form). Incorporated by reference
to Exhibit 10.1 to Jacor's Current Report on Form 8-K
dated March 6, 1996, as amended. ....................... *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
- ------------------------------------------------------------------ ------------
<S> <C> <C>
10.2 Subsidiary Guaranty dated as of February 20, 1996 in favor
of Broadcast Finance, Inc. by Noble Broadcast Center,
Inc., Noble Broadcast of Colorado, Inc., Noble Broadcast
of St. Louis, Inc., Noble Broadcast of Toledo, Inc.,
Nova Marketing Group, Inc., Noble Broadcast Licenses,
Inc., Noble Broadcast of San Diego, Inc., Sports Radio,
Inc. and Sports Radio Broadcasting, Inc. Incorporated by
reference to Exhibit 10.2 to Jacor's Current Report on
Form 8-K dated March 6, 1996, as amended. .............. *
10.3 Term Note in the amount of $40,000,000 by Noble Broadcast
Holdings, Inc. in favor of Broadcast Finance, Inc.,
dated as of February 20, 1996. Incorporated by reference
to Exhibit 10.3 to Jacor's Current Report on Form 8-K
dated March 6, 1996, as amended. ....................... *
10.4 Revolving Note in the amount of $1,000,000 by Noble
Broadcast Holdings, Inc. in favor of Broadcast Finance,
Inc. dated as of February 20, 1996. Incorporated by
reference to Exhibit 10.4 to Jacor's Current Report on
Form 8-K dated March 6, 1996, as amended. .............. *
10.5(#) Jacor Communications, Inc. 1993 Stock Option Plan.
Incorporated by reference to Exhibit 99 to the Quarterly
Report on Form 10-Q dated August 13, 1993. ............. *
10.6(#) Jacor Communications, Inc. 1995 Employee Stock Purchase
Plan. Incorporated by reference to Exhibit 4.01 to the
Registration Statement on Form S-8, filed on November 9,
1994. .................................................. *
12 Computation of Earnings to Fixed Charges. ................ *
21 Subsidiaries of Jacor. Incorporated by reference to
Exhibit 21 of Jacor's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, as amended. ....... *
23.1 Consent of Coopers & Lybrand L.L.P. ......................
23.2 Consent of Ernst & Young L.L.P. ..........................
23.3 Consent of Price Waterhouse LLP...........................
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 of Jacor
signing this Registration Statement (included in
signature pages). ......................................
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, 1995, as amended. .............. *
</TABLE>
- ------------------------
(*) Incorporated by reference.
(**) To be filed by amendment.
(#) Management Contracts and Compensatory Arrangements.
(1) Substantially identical documents were entered into with John W. Alexander,
F. Philip Handy and Marc Lasry covering 20,000, 30,000 and 10,000 shares of
common stock, respectively.
(2) Identical documents were entered into with John W. Alexander, F. Philip
Handy and Marc Lasry.
(3) Identical documents were entered into with John W. Alexander, F. Philip
Handy, Marc Lasry and Sheli Z. Rosenberg.
<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 and; of our report dated November 15, 1996, on our audits of the
combined financial statements of the Selected Gannett Radio Stations as of
December 31, 1995 and September 29, 1996 and for the years ended December 25,
1994 and December 31, 1995 and for the nine month period ended September 29,
1996, and; of our report dated November 8, 1996, on our audits of the
consolidated financial statements of Regent Communications, Inc. as of December
31, 1995 and September 30, 1996 and for the years ended December 31, 1994 and
1995 and for the nine month period ended September 30, 1996. We also consent to
the reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Cincinnati, Ohio
February 7, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference of our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Jacor
Communications, Inc. for the registration of 457,104 shares of its Common Stock,
4,596,694 of its Common Stock Purchase Warrants and 500,000 shares of its Common
Stock issuable upon the exercise of the Warrants, and to the use of our report
dated February 23, 1996, with respect to the consolidated financial statements
and financial statement schedule of Citicasters Inc. included in the Jacor
Communications, Inc. Form 8-K dated March 27, 1996, as amended.
ERNST & YOUNG LLP
Cincinnati, Ohio
February 7, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of 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 on page 3 of
Jacor Communications, Inc.'s Current Report on Form 8-K dated March 6, 1996, as
amended on May 23, 1996. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
San Diego, California
February 7, 1997
