<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 1999
REGISTRATION NO. 333-26125
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JACOR COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 4832 31-0978313
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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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 EAST 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.
Douglas D. Roberts, Esq.
Graydon, Head & Ritchey
1900 Fifth Third Center
511 Walnut Street
Cincinnati, Ohio 45202
(513) 651-3836 (Fax)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: The merger of PRN Holding Acquisition Corp., a wholly-owned
subsidiary of Jacor Communications Company ("JCC"), a wholly-owned subsidiary
of Jacor Communications, Inc. ("Jacor"), with and into Premiere Radio
Networks, Inc. ("Premiere") was consummated on June 12, 1997. Jacor is
hereby amending this Registration Statement to deregister 280,114 shares of
common stock which were registered in connection with the acquisition of
Premiere by Jacor, but which were never issued.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, 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(d)
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. / /
This Post-Effective Amendment No. 1 to Registration Statement on Form
S-4 (Reg. No. 333-26125) shall hereafter become effective in accordance with
the provisions of Section 8(c) of the Securities Act of 1933.
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DEREGISTRATION OF SECURITIES
In accordance with the undertaking of Jacor Communications, Inc.
("Jacor"), set forth in that certain registration statement on Form S-4 (File
No. 333-26125), declared effective on May 12, 1997 (the "Registration
Statement"), Jacor is filing this Post-Effective Amendment No. 1 to
deregister an aggregate of 280,114 shares of its common stock (the "Common
Stock") previously registered under the Securities Act of 1933, as amended,
pursuant to the Registration Statement, issuable to the shareholders of
Premiere Radio Networks, Inc. ("Premiere") in connection with the merger of
PRN Holding Acquisition Corp., a wholly-owned subsidiary of Jacor
Communications Company ("JCC"), a wholly owned subsidiary of Jacor, with and
into Premiere (the "Merger").
Pursuant to the Registration Statement, 2,000,000 shares of Common Stock
were registered. Upon the consummation of the Merger, Jacor issued a total
of 1,416,886 shares of Common Stock to the shareholders of Premiere. An
additional 303,000 shares of Jacor's Common Stock were reserved for issuance
pursuant to option agreements with certain members of Premiere's management.
Therefore, in accordance with the undertaking mentioned above, Jacor hereby
deregisters the remaining 280,114 shares of Common Stock which were
previously registered pursuant to the Registration Statement but which were
never issued.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to
Registration Statement No. 333-26125 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington,
Commonwealth of Kentucky, on April 26, 1999.
JACOR COMMUNICATIONS, INC.
By: /s/ R. Christopher Weber
-------------------------------
R. Christopher Weber
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement No. 333-26125 has
been signed by the following persons in the capacities and on the dates
indicated.
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April 26, 1999 /s/ Randy Michaels* April 26, 1999 /s/ Rod F. Dammeyer*
---------------------------- ----------------------------
Randy Michaels, Chief Rod F. Dammeyer, Director
Executive Officer and Director
April 26, 1999 /s/ Robert L. Lawrence* April 26, 1999 /s/ F. Philip Handy*
---------------------------- ----------------------------
Robert L. Lawrence, President, F. Philip Handy, Director
Chief Operating Officer and
Director
April 26, 1999 /s/ Samuel Zell* April 26, 1999 /s/ Marc Lasry*
---------------------------- ----------------------------
Samuel Zell, Chairman of the Marc Lasry, Director
Board and Director
April 26, 1999 /s/ Sheli Z. Rosenberg* April 26, 1999 /s/ Mary Agnes Wilderotter*
---------------------------- ----------------------------
Sheli Z. Rosenberg, Vice Mary Agnes Wilderotter,
Chairman and Director Director
April 26, 1999 /s/ John W. Alexander* April 26, 1999 /s/ R. Christopher Weber
---------------------------- ----------------------------
John W. Alexander, Director R. Christopher Weber, Senior
Vice President and Chief Financial
April 26, 1999 /s/ Peter C. B. Bynoe* Officer (Principal Accounting and
---------------------------- Financial Officer)
Peter C. B. Bynoe, Director
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*By: /s/ Jon M. Berry
------------------------
Jon M. Berry
As attorney-in-fact, pursuant
to a power of attorney
previously filed.
