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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K(A)
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: February 3, 1998
JACOR COMMUNICATIONS, INC.
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-12404 31-0978313
(Commission File No.) (IRS Employer Identification No.)
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
(606) 655-2267
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Item 5. Other Events
This amendment is being filed to revise certain exhibits to the
Form 8-K filed by Jacor Communications, Inc. ("JCI") with the Securities
and Exchange Commission (the "Commission") on February 4, 1998 to update
several opinion letters to include those securities issued pursuant to
the underwriter over allotment options as described herein. The information
below remains unchanged.
On November 13, 1997, JCI and its subsidiaries (together with JCI, the
"Company") filed a registration statement (File No. 333-40127) with the
Commission relating to the public offering, pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Act"), of up to $500.0 million of
equity and debt securities of the Company (the "Omnibus Shelf Registration
Statement"). On November 26, 1997, the Commission declared the Omnibus Shelf
Registration Statement, as amended, effective. On January 20, 1998, the
Company filed a post-effective amendment (the "Post-Effective Amendment")
with the Commission relating to the Omnibus Shelf Registration Statement. On
January 23, 1998, the Commission declared the Post-Effective Amendment
effective. On February 4, 1998, the Company filed an abbreviated
registration statement on Form S-3 with the Commission pursuant to Rule
462(b) under the Act, registering an additional 845,586 shares of JCI's
common stock, $.01 par value (the "Common Stock") for sale pursuant to the
Omnibus Shelf Registration Statement. (The definitive prospectus contained in
the Omnibus Shelf Registration Statement (which includes the prospectus
incorporated by reference into the abbreviated registration statement) is
herein referred to as the "Prospectus.")
On February 4, 1998, the Company filed with the Commission, pursuant to
Rule 424(b) under the Act, definitive supplements to the Prospectus dated
January 21, 1998 (the "Prospectus Supplements") relating to (1) the offer for
sale by Jacor Communications Company, a wholly owned subsidiary of JCI, of
Senior Subordinated Notes due 2010 in the aggregate principal amount of
$120,000,000, (2) the offer and sale by JCI of $383,573,000 aggregate
principal amount at maturity of Liquid Yield Option-TM- Notes due 2018 with
gross proceeds of $150,000,000 (together with an underwriter's over-allotment
option to purchase up to an additional $43,344,000 aggregate principal amount
at maturity of the Liquid Yield Option-TM- Notes due 2018 offered), and (3)
the offer for sale by JCI of 4,560,000 shares of JCI Common Stock (together
with an additional 513,000 shares subject to an underwriters' over allotment
option). In connection with the filing of the Prospectus Supplements with
the Commission, the Company is filing certain exhibits as part of this Form
8-K. See "Item 7. Financial Statements and Exhibits."
- -TM-Trademark of Merrill Lynch & Co.
Item 7. Financial Statements and Exhibits
(c) Exhibits
1.1 Underwriting Agreement dated February 3, 1998 among the Company, Donaldson,
Lufkin & Jenrette Securities Corporation and Chase Securities Inc. relating
to the Senior Subordinated Notes due 2010.*
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1.2 Purchase Agreement dated February 3, 1998 between the Company and Merrill
Lynch, Pierce, Fenner & Smith Incorporated relating to the Liquid Yield
Option-TM- Notes due 2018.*
1.3 Underwriting Agreement dated February 3, 1998 among the Company, Donaldson,
Lufkin & Jenrette Securities Corporation and the other underwriters named
therein relating to JCI Common Stock.*
3.1 Bylaws of Jacor Communications, Inc. (as amended through May 28, 1997).*
5.1 Opinion of Graydon, Head & Ritchey dated February 3, 1998 relating to the
Senior Subordinated Notes due 2010.*
5.2 Opinion of Graydon, Head & Ritchey dated February 3, 1998 relating to the
Liquid Yield Option-TM- Notes due 2018, as amended.
5.3 Opinion of Graydon, Head & Ritchey dated February 3, 1998 relating to the
JCI Common Stock, as amended.
8.1 Opinion of Graydon, Head & Ritchey dated February 3, 1998 relating to tax
matters in connection with the Liquid Yield Option-TM- Notes due 2018,
as amended.
23.1 Consent of Coopers & Lybrand L.L.P.*
23.2 Consent of Ernst & Young LLP.*
23.3 Consent of William T. Ogden, Inc.*
23.4 Consent of KMPG Peat Marwick LLP.*
23.5 Consents of Graydon, Head & Ritchey (included in Exhibits 5.1*, 5.2, 5.3
and 8.1).
99.1 Press Release dated January 21, 1998.*
99.2 Press Release dated February 4, 1998.*
*Previously filed.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JACOR COMMUNICATIONS, INC.
February 20, 1998 By: /s/ Jon M. Berry
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Jon M. Berry, Senior Vice President
and Treasurer
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EXHIBIT 5.2
GRAYDON, HEAD & RITCHEY
1900 FIFTH THIRD CENTER
CINCINNATI, OHIO 45202
February 3, 1998
Jacor Communications, Inc.
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Re: Issuance of $383,573,000 Aggregate Principal Amount at
Maturity of Liquid Yield Option Notes due 2018 (the "LYONs") of Jacor
Communications, Inc. with gross proceeds of $150,000,000 and an
additional $43,344,000 Aggregate Principal Amount at Maturity of
LYONs with gross proceeds of $16,950,000 upon Exercise of the
Underwriters' Over Allotment Option Pursuant to Registration
Statement on Form S-3 (File No. 333-40127) Filed with the
Securities and Exchange Commission
Gentlemen:
We have acted as counsel to Jacor Communications, Inc., a Delaware
corporation ("Company"), in connection with the issuance by the Company of the
LYONs pursuant to the public offerings of such LYONs, and the underlying shares
of the Company's common stock, $.01 par value, as may be required for issuance
upon conversion of the LYONs (the "Conversion Shares), as set forth in the
Registration Statement on Form S-3 (File No. 333-40127), as amended (the
"Registration Statement"), filed by the Company with the Securities and Exchange
Commission.
As counsel for the Company we have made such legal and factual examinations
and inquiries as we deem advisable for the purpose of rendering this opinion.
In addition, we have examined such documents and materials, including the
Certificate of Incorporation, as amended, By-laws, as amended, and other
corporate records of the Company, as we have deemed necessary for the purpose of
this opinion.
On the basis of the foregoing, we express the following opinions:
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Jacor Communications, Inc.
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February 3, 1998
(i) the LYONs, when authenticated in accordance with the terms of the
indenture (the "Indenture") to be entered into between the Company and the Bank
of New York, as trustee, a copy of which is filed as an exhibit to the
Registration Statement, and delivered and paid for as contemplated by the
Registration Statement, will constitute a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms and
entitled to the benefits of the indenture, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditor's rights and remedies generally and to the general principles
if equity (regardless of whether enforcement is sought in a proceeding at law or
in equity) and except to the extent that a waiver of rights under any usury laws
may be unenforceable.
(ii) the Conversion Shares initially issuable upon conversion of the LYONs
have been duly authorized and reserved for issuance upon conversion of the
LYONs, are free of preemptive rights, and, when issued upon conversion of the
LYONs in accordance with the terms of the Indenture, will be validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as part of the
above-referenced Registration Statement and amendments thereto and to the
reference to our firm in the related Prospectus Supplement dated February 3,
1998 under the caption "Legal Matters."
Very truly yours,
GRAYDON, HEAD & RITCHEY
By: /s/ Richard G. Schmalzl
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Richard G. Schmalzl, Partner
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EXHIBIT 5.3
GRAYDON, HEAD & RITCHEY
1900 FIFTH THIRD CENTER
CINCINNATI, OHIO 45202
February 3, 1998
Jacor Communications, Inc.
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Re: Issuance of 4,560,000 Shares of Common Stock of Jacor
Communications, Inc. and an additional 513,000 shares of
Common Stock upon Exercise of the Underwriters' Over Allotment
Option Pursuant to Registration Statements on Form S-3
(File Nos. 333-40127 and 333-45559) Filed with the Securities and
Exchange Commission
Gentlemen:
We have acted as counsel to Jacor Communications, Inc., a Delaware
corporation ("Company"), in connection with the issuance of 4,560,000 shares
of common stock, par value $.01 per share (the "Common Stock") and an
additional 513,000 shares of Common Stock upon Exercise of the Underwriters'
Over Allotment Option pursuant to the public offerings of such shares, as set
forth in the Registration Statements on Form S-3 (File Nos. 333-40127 and
333-45559), as amended (the "Registration Statements"), filed by the Company
with the Securities and Exchange Commission.
As counsel for the Company we have made such legal and factual examinations
and inquiries as we deem advisable for the purpose of rendering this opinion.
In addition, we have examined such documents and materials, including the
Certificate of Incorporation, as amended, By-laws, as amended, and other
corporate records of the Company, as we have deemed necessary for the purpose of
this opinion.
On the basis of the foregoing, we express the opinion that the
5,073,000 shares of Common Stock of the Company registered for issuance
pursuant to the Registration Statements have been duly authorized for issuance
and sale as contemplated by the Registration Statements, are free of preemptive
rights and, when issued and delivered by the Company as contemplated by the
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Jacor Communications, Inc.
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February 3, 1998
Registration Statements against payment of the consideration set forth
therein, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as part of the
above-referenced Registration Statements and amendments thereto and to the
reference to our firm in the related Prospectus Supplement dated February 3,
1998 under the caption "Legal Matters."
Very truly yours,
GRAYDON, HEAD & RITCHEY
By: /s/ Richard G. Schmalzl
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Richard G. Schmalzl, Partner
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EXHIBIT 8.1
GRAYDON, HEAD & RITCHEY
1900 FIFTH THIRD CENTER
CINCINNATI, OHIO 45202
February 3, 1998
Jacor Communications, Inc.
50 E. RiverCenter Blvd.
12th Floor
Covington, KY 41011
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We are acting as your counsel in connection with the registration under
the Securities Act of 1933, as amended, of $383,573,000 aggregate principal
amount at maturity of Liquid Yield Option-TM- Notes due 2018 (the "LYONS") of
Jacor Communications, Inc. (the "Company") with gross proceeds to Jacor of
$150,000,000 and an additional $43,344,000 aggregate principal amount at
maturity of LYONs with gross proceeds to Jacor of $16,950,000 upon exercise
of the underwriters' over allotment option. In that capacity, we have
examined the Registration Statement on Form S-3 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
in connection with the proposed public offering of the LYONS.
We hereby confirm our opinion set forth in the Prospectus Supplement dated
February 3, 1998 in the second full paragraph under the caption "Certain United
States Federal Income Tax Considerations." Furthermore, we are of the opinion
that the section in such Prospectus Supplement under the caption "Certain United
States Federal Income Tax Considerations," while not purporting to discuss all
tax matters relating to the LYONS, sets forth the material federal income tax
consequences of the LYONS, subject to the qualifications set forth therein.
The foregoing is based on the Internal Revenue Code of 1986, as amended
(the "Code"), Treasury Regulations (including proposed Treasury Regulations)
promulgated thereunder, rulings, official pronouncements and judicial decisions,
all as in effect on the date hereof and all of which are subject to change or
different interpretations by the Internal Revenue Service or the courts.
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Jacor Communications, Inc.
February 3, 1998
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We consent to the use of this opinion as an exhibit to the Registration
Statement and to the references to this firm in the Prospectus Supplement which
forms a part thereof.
Very truly yours,
GRAYDON, HEAD & RITCHEY
By: /s/ Henry G. Alexander, Jr
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Henry G. Alexander, Jr.
