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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 1999
REGISTRATION NO. 333-21125
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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)
DELAWARE 4832 31-0978313
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)
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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)
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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)
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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 Regent Communications, Inc. ("Regent") with and into Jacor
Communications, Inc. ("Jacor") was consummated on February 27, 1997. Jacor is
hereby amending this Registration Statement to deregister 911,539 shares of
common stock ("Common Stock") and 160,618 Common Stock purchase warrants which
were registered in connection with the merger of Regent into 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. 333-21125) 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.
333-21125), declared effective on February 14, 1997 (the "Registration
Statement"), Jacor is filing this Post-Effective Amendment No. 1 to deregister
an aggregate of 911,539 shares of its common stock (the "Common Stock") and
160,618 Common Stock purchase warrants ("Merger Warrants") previously registered
under the Securities Act of 1933, as amended, pursuant to the Registration
Statement, issuable to the shareholders of Regent Communications, Inc.
("Regent") and the sole shareholder of Southwest Radio Las Vegas, Inc. ("SRLV")
in connection with the merger of Regent with and into Jacor (the "Merger").
Pursuant to the Registration Statement, Jacor registered 4,461,539 shares
of Common Stock issuable in the Merger, 4,596,694 Merger Warrants and 500,000
shares of Common Stock issuable to the holders of Merger Warrants which were
registered for issuance upon exercise of the Merger Warrants. Upon the
consummation of the Merger, Jacor issued a total of 3,147,649 shares of
Common Stock to the Shareholders of Regent and 402,351 shares of Common Stock
to the sole shareholder of SRLV in connection with Jacor's related
acquisition of KWNR-FM. In the aggregate, 4,436,076 Merger Warrants were
issued to Regent Shareholders and the sole shareholder of SLRV for
approximately 500,000 shares of Common Stock which were registered and
reserved for issuance. Therefore, in accordance with the undertaking
mentioned above, Jacor hereby deregisters the remaining 911,539 shares of
Common Stock and 160,618 Merger Warrants 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. 333-21125 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
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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. 333-21125 has been
signed by the following persons in the capacities and on the dates indicated.
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<S> <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 __, 1999 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 _, 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
Peter C. B. Bynoe, Director Financial Officer)
*By: /s/ Jon M. Berry
----------------------------------------
Jon M. Berry
As attorney-in-fact, pursuant
to a power of attorney
previously filed
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