UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Filed Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 1999
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Jacor Communications, Inc.
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(Exact Name of Registrant as specified in its charter)
Delaware 0-12404 74-2916308
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(State or other jurisdiction (Commission (IRS employer
of incorporation) File Number) Identification No.)
50 E. RiverCenter Blvd., 12th Floor, Covington, KY 41011
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (606) 655-2267
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
a(1) Dismissal of Independent Accountant.
(i) On November 3, 1999, the Registrant advised
PricewaterhouseCoopers LLP ("PWC") that it was dismissed.
(ii) PWC's reports on the Registrant's consolidated financial
statements for the past two years contained no
adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit
scope or accounting principles.
(iii) The Audit Committee of the Registrant's Board of Directors
recommended the action taken with respect to PWC.
(iv) There have been no disagreements with PWC on any matter of
accounting principles or practices, financial
statement disclosure or auditing scope or
procedure during the Registrant's two most recent
fiscal years or in the subsequent interim period
through November 3, 1999, (the date of
termination) which disagreement(s), if not
resolved to PWC's satisfaction, would have caused
PWC to make reference to the subject matter of the
disagreement(s) in connection with its report.
(v) PWC did not advise the Registrant during the Registrant's
two most recent fiscal years or in the subsequent
interim period through November 3, 1999 (the date
of termination):
(A) that the internal controls necessary for the
Registrant to develop reliable financial
statements did not exist;
(B) that information had come to its attention that had
led it to no longer be able to rely on
management's representations, or that had
made it unwilling to be associated with the
financial statements prepared by management;
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(C) (1) of the need to expand significantly the scope of
its audit, or that information had come to
its attention during the two most recent
fiscal years or in the subsequent interim
period through November 3, 1999, that if
further investigated might (i) materially
have impacted the fairness or reliability of
either: a previously issued audit report or
the underlying financial statements, or the
financial statements issued or to be issued
covering the fiscal period(s) subsequent to
the date of the most recent financial
statements covered by an audit report or (ii)
have caused it to be unwilling to rely on
management's representations or be associated
with the Registrant's financial statements,
and
(2) it did not, due to the change in
accountants or for any other reason, expand
the scope of its audit or conduct such
further investigation; or
(D) that information had come to its attention that it
had concluded materially impacts the fairness
or reliability of either: (i) a previously
issued audit report or the underlying
financial statements, or (ii) the financial
statements issued or to be issued covering
the fiscal period(s) subsequent to the date
of the most recent financial statements
covered by an audit report.
(vi) The Registrant has requested PWC to provide a letter
addressed to the Securities and Exchange
Commission stating whether it agrees with the
statements set forth above. A copy of PWC's
letter to the Securities and Exchange Commission
is filed as Exhibit 16 to this Form 8-K.
a(2) Engagement of New Independent Accountant.
(i) Ernst & Young LLP ("Young") has been engaged by the
Registrant as its new independent principal
accountant to audit the Registrant's consolidated
financial statements. This engagement was
effective as of November 3, 1999.
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(ii) Prior to engaging Young, the Registrant had not consulted
with Young during the Registrant's two most recent
fiscal years or in the period since the end of the
most recent fiscal year through November 3, 1999,
in any matter regarding either: (a) the
application of accounting principles to a
specified transaction, either completed or
proposed; or the type of audit opinion that might
be rendered on the Registrant's financial
statements, and neither was a written report
provided to the Registrant nor was oral advice
provided that Young concluded was an important
factor considered by the Registrant in reaching a
decision as to the accounting, auditing or
financial reporting issue, or (b) the subject of
either a disagreement or an event described in
Paragraph (a)(1)(v)(A)-(D), above.
Item 7. Financial Statements and Exhibits.
Exhibit Number Description
Exhibit 16 Letter from PricewaterhouseCoopers LLP to the
Securities and Exchange Commission pursuant to
Item 304(a)(3) of Regulation S-K
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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.
Date: November 10, 1999 JACOR COMMUNICATIONS, INC.
(Registrant)
By: /s/ Randall T. Mays
Name: Randall T. Mays
Title: Chief Financial Officer
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EXHIBIT 16
November 9, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Commissioners:
We have read the statements made by Jacor Communications,
Inc. (copy attached), which we understand will be filed with
the Commission, pursuant to Item 4 of Form 8-K, as part of
the Company's Form 8-K report dated November 3, 1999. We
agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
PricewaterhouseCoopers LLP
Cincinnati, OH
