<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 1999
REGISTRATION NO. 33-53612
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 5
ON FORM S-3
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) 621-6464
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: The
Registrant is hereby amending this Registration Statement to deregister
257,601 shares of common stock which were issuable upon exercise of certain
warrants and previously registered under 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 interest reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
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. / /
This Post-Effective Amendment No. 5 on Form S-3 to Form S-4 (Reg. No.
33-53612) shall hereafter become effective in accordance with the provisions
of Section 8(c) of the Securities Act of 1933.
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This Post-Effective Amendment No. 5 amends Registration Statement No.
33-53612 last amended on June 28, 1993 (the "Registration Statement") and is
being filed to deregister a total of 257,601 shares of common stock (the
"Common Stock") previously registered under the Registration Statement.
Pursuant to the Registration Statement, 2,014,234 shares of Common Stock
issuable upon the exercise of certain warrants (the "Warrants") were
registered. On June 12, 1996, pursuant to the terms of the Warrants, all
Warrants which had not been exercised were converted into the right to
receive the fair market value of the Warrants whereupon the Warrants ceased
to be exercisable. This Post-Effective Amendment hereby deregisters the
257,601 shares of Common Stock underlying the unexercised Warrants.
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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
Post-Effective Amendment No. 5 to Registration Statement No. 33-53612 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Covington, Commonwealth of Kentucky, on the 26th day of April 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. 5 to Registration Statement No. 33-53612 has
been signed by the following persons in the capacities indicated and on the
dates indicated.
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<S> <C> <C> <C>
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 __, 1999 April __, 1999
------------------------------- -------------------------------
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 __, 1999 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.
