-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VTjLEc+8x/n3mKv0ozKJ7RMRzNuIOpyxYr1yxfNB2QYXU+4ouD823TIAqaZNOMGy w03rKBSGAt0OI958LfEXRg== 0000702808-99-000010.txt : 19991111 0000702808-99-000010.hdr.sgml : 19991111 ACCESSION NUMBER: 0000702808-99-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991103 ITEM INFORMATION: FILED AS OF DATE: 19991110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOR COMMUNICATIONS INC CENTRAL INDEX KEY: 0000702808 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 310978313 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-12404 FILM NUMBER: 99745332 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 EAST RIVERCENTER BLVD 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------------- 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 _______________ Jacor Communications, Inc. - ----------------------------------------------------------------------- (Exact Name of Registrant as specified in its charter) Delaware 0-12404 74-2916308 - ----------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS employer of incorporation) File Number) Identification No.) 50 E. RiverCenter Blvd., 12th Floor, Covington, KY 41011 - ----------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (606) 655-2267 ---------------- Not Applicable - ----------------------------------------------------------------------- (Former name or former address, if changed since last report) 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; (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. (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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----