-----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, MK85X7Ahvyld3/iRxsMPbPKSRluSY6srSdmjd9gDb4aG4pay9aWaexwGUfOtYBXe aQz7h3tXwXHAoDd++g07qA== 0000912057-96-020614.txt : 19960919 0000912057-96-020614.hdr.sgml : 19960919 ACCESSION NUMBER: 0000912057-96-020614 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960918 SROS: NASD 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: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-06639 FILM NUMBER: 96631838 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 E FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 POS AM 1 POS AM AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 18, 1996 REGISTRATION NO. 333-6639 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ POST-EFFECTIVE AMENDMENT NO. 1 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) DELAWARE 31-1469889 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 1300 PNC CENTER 201 EAST FIFTH STREET CINCINNATI, OHIO 45202 (513) 621-1300 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------- R. CHRISTOPHER WEBER JACOR COMMUNICATIONS, INC. 1300 PNC CENTER 201 EAST FIFTH STREET CINCINNATI, OHIO 45202 (513) 621-1300 (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 Cincinnati, Ohio 45202 (513) 621-6464 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: From time to time after this Post-Effective Amendment becomes effective. 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 investment reinvestment plans, check the following box. [X] 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 to the registration statement shall become effective upon order of the Commission pursuant to Section 8(c) of the Securities Act of 1933. * Filed as a Post-Effective Amendment on Form S-3 to such Form S-4 Registration Statement pursuant to the provisions of Rule 401(e) and the procedure described therein. See "INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS." INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS Jacor Communications, Inc., an Ohio corporation ("Predecessor"), filed a Registration Statement on Form S-4 (No. 333-6639) (the "Registration Statement") on June 24, 1996 relating to outstanding warrants to purchase shares of common stock, no par value per share, of Predecessor (the "Warrants") and relating to the shares of Predecessor's common stock issuable upon the exercise of the Warrants by the holders thereof. The Warrants were issued pursuant to a Warrant Agreement dated as of September 18, 1996 between Predecessor and KeyCorp Shareholder Services, Inc., in connection with the merger of JCAC, Inc., a Florida corporation ("JCAC") and wholly-owned subsidiary of Predecessor, with and into Citicasters Inc., a Florida corporation ("Citicasters"), pursuant to the Agreement and Plan of Merger dated as of February 12, 1996 by and among Predecessor, JCAC and Citicasters. Jacor Communications, Inc., a Delaware corporation ("Successor"), files this Post-Effective Amendment No. 1 on Form S-3 to the Registration Statement (the "Post-Effective Amendment") as the successor issuer to Predecessor within the meaning of Rule 414 under the Securities Act of 1933, as amended (the "Securities Act"). Successor is the successor issuer to Predecessor as the result of the reincorporation of Predecessor in Delaware pursuant to a statutory merger of Predecessor with and into Predecessor's wholly-owned subsidiary, New Jacor, Inc., a Delaware corporation ("Subsidiary"), effective September 18, 1996 (the "Reincorporation"). The Reincorporation was accomplished, and Subsidiary therefore became the Successor, (i) by converting the Warrants into Warrants of Successor, on a one-for-one basis, (ii) by converting the Predecessor's common stock into the Successor's common stock, $.01 par value per share (the "Common Stock"), on a one-for-one basis, (iii) by Successor assuming all of the debts, liabilities and duties of Predecessor, and (iv) by changing the Successor's name to "Jacor Communications, Inc." As a result, the Warrants are no longer exercisable for shares of Predecessor common stock, but instead, upon exercise thereof, the holder will be entitled to receive shares of Successor Common Stock. The Reincorporation was approved at the Annual Meeting of Shareholders of Predecessor held on July 23, 1996, for which proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reincorporation was approved by the written consent of the sole shareholder of Successor dated September 18, 1996. Pursuant to Rule 414(d) under the Securities Act, Successor, as successor to Predecessor, hereby adopts the Registration Statement as Successor's own registration statement for all purposes of the Securities Act and the Exchange Act. The Prospectus contained in this Post-Effective Amendment sets forth the additional information necessary to reflect any material changes made in connection with or resulting from such succession, or necessary to keep the Registration Statement from being misleading in any material respect. JACOR COMMUNICATIONS, INC. CROSS-REFERENCE SHEET FOR REGISTRATION STATEMENT ON FORM S-3 AND PROSPECTUS FORM S-3 - ITEM NUMBER AND CAPTION CAPTION IN PROSPECTUS Item 1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus ............ Facing Page of the Registration Statement; Cross-Reference Sheet; Outside Front Cover Page of Prospectus Item 2. Inside Front and Outside Back Cover Pages of Prospectus ............... Available Information; Incorporation of Certain Documents by Reference; Table of Contents Item 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges .................. Risk Factors Item 4. Use of Proceeds .......... Use of Proceeds Item 5. Determination of Offering Price .................... Not Applicable Item 6. Dilution ................. Not Applicable Item 7. Selling Security Holders .................. Selling Security Holders Item 8. Plan of Distribution ..... Plan of Distribution Item 9. Description of Securities to be Registered ......... Description of Capital Stock Item 10. Interests of Named Experts and Counsel .............. Not Applicable Item 11. Material Changes ........ Business of Jacor FORM S-3 - ITEM NUMBER AND CAPTION CAPTION IN PROSPECTUS Item 12. Incorporation of Certain Information by Reference ................ Incorporation of Certain Documents by Reference Item 13. Disclosure of Commission Position on Indemnification for Securities Act Liabilities .............. Not Applicable ii PROSPECTUS JACOR COMMUNICATIONS, INC. 4,400,000 SHARES OF COMMON STOCK AND 11,772,977 WARRANTS TO PURCHASE COMMON STOCK AND 2,396,090.65 SHARES OF COMMON STOCK UNDERLYING SUCH WARRANTS This Prospectus relates to the issuance of 4,400,000 shares of common stock, $.01 par value (the "Common Stock"), of Jacor Communications, Inc., a Delaware corporation ("Jacor"), issuable upon the exercise of common stock purchase warrants (the "Warrants") issued to shareholders of Citicasters Inc., a Florida corporation ("Citicasters"), in the merger (the "Merger") of JCAC, Inc., a Florida corporation ("JCAC") and wholly-owned subsidiary of Jacor, with and into Citicasters, pursuant to the Agreement and Plan of Merger dated as of February 12, 1996 by and among Jacor, JCAC and Citicasters (the "Merger Agreement"). The Warrants were issued by Jacor's predecessor corporation prior to Jacor's reincorporation from Ohio to Delaware effective September 18, 1996. Unless otherwise indicated, all references to "Jacor" refer to Jacor Communications, Inc., a Delaware corporation, Jacor Communications, Inc., an Ohio corporation, and any subsidiaries thereof. This Prospectus also relates to the sale by certain shareholders of Citicasters (the "Selling Security Holders") of the 11,772,977 Warrants issued to the Selling Security Holders in the Merger and the sale by the Selling Security Holders of the 2,396,090.65 shares of Common Stock issuable to the Selling Security Holders upon the exercise of the Warrants issued to them. The Selling Security Holders' Warrants and shares of Common Stock covered hereunder may be offered for sale from time to time by the Selling Security Holders. See "Selling Security Holders" and "Plan of Distribution." The Warrants are listed on the Nasdaq National Market under the symbol "JCORZ" and the Common Stock is listed on the Nasdaq National Market under the symbol "JCOR." Pursuant to the Merger Agreement, Citicasters shareholders received, in exchange for each issued and outstanding share of Citicasters common stock, (i) $29.50 in cash (the "Cash Consideration"); plus (ii) a Warrant to acquire .2035247 of a share of Common Stock (the "Warrant Consideration", and together with the Cash Consideration, the "Merger Consideration"). The Warrants have an exercise price of $28.00 per full share of Common Stock. The exercise price was determined in arms-length negotiations between Jacor and Citicasters. At the time of the exercise of any Warrant the holder of such Warrant will receive, in lieu of any fractional share of Common Stock, an amount in cash equal to the closing price for one share of Common Stock on the trading day immediately preceding the date the Warrant is presented for exercise, multiplied by such fraction. Based on the number of shares of Citicasters common stock outstanding at the close of business on the effective date of the Merger (the "Effective Time"), the total number of Warrants that will be outstanding as a result of the Merger is 21,618,990.5. SEE "RISK FACTORS" AT PAGE 4 FOR CERTAIN INFORMATION THAT SHOULD BE CONSIDERED BY THE SHAREHOLDERS. ------------------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------------------------- Pursuant to agreements with the Selling Security Holders, Jacor has agreed to pay the costs, fees and expenses incurred in connection with the registration of the Warrants and the shares of Common Stock being sold by the Selling Security Holders; provided, however, that Jacor will not pay any fees and expenses of counsel to, or any other persons retained by, any holder of Registrable Securities (as defined herein), and any discounts, commissions, underwriting or advisory fees, brokers' fees or fees of similar securities industry professionals relating to the distribution of the Registrable Securities. The date of this Prospectus is September ___, 1996. 1 AVAILABLE INFORMATION Jacor is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and accordingly files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information filed with the Commission are available for inspection and copying at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and at 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such documents may also be obtained from the Public Reference Room of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Jacor files its reports, proxy statements and other information with the Commission electronically, and the Commission maintains a Web site located at http://www.sec.gov containing such information. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. The Registration Statement, including any amendments, schedules and exhibits thereto, is available for inspection and copying as set forth above. Statements contained in this Prospectus as to the contents of any contract or other document referred to herein include all material terms of such contracts or other documents but are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference. The Common Stock is traded on the Nasdaq National Market. The Warrants are also listed on the Nasdaq National Market. Reports and other information concerning Jacor are available for inspection and copying at the offices of The Nasdaq Stock Market at 1735 K Street, N.W., Washington, D.C. 20006-1506. 2 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents previously filed by Jacor and its wholly-owned subsidiaries with the Commission under the Exchange Act are incorporated herein by reference: (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as amended; (b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 and June 30, 1996; (c) Current Reports on Form 8-K dated February 14, 1996, February 27, 1996, March 6, 1996, as amended, March 27, 1996, as amended, and July 30, 1996; (d) Form 8-B Registration Statement dated September __, 1996; (e) Citicasters' Annual Report on Form 10-K for the year ended December 31, 1995, as amended; (f) Citicasters' Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, as amended, and June 30, 1996; and (g) Citicasters' Current Report on Form 8-K dated February 14, 1996. All documents filed by Jacor pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document that is or is deemed to be incorporated by reference herein) modifies or supersedes such previous statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE HEREIN) ARE AVAILABLE, WITHOUT CHARGE, UPON ORAL OR WRITTEN REQUEST BY ANY PERSON TO WHOM THIS PROSPECTUS HAS BEEN DELIVERED. SUCH REQUEST SHOULD BE DIRECTED TO JON M. BERRY, SENIOR VICE PRESIDENT AND TREASURER, JACOR COMMUNICATIONS, INC., 1300 PNC CENTER, 201 EAST FIFTH STREET, CINCINNATI, OHIO 45202, TELEPHONE NUMBER (513) 621-1300. 3 RISK FACTORS RISKS OF ACQUISITION STRATEGY. Jacor intends to pursue growth through the opportunistic acquisition of broadcasting companies, radio station groups and individual radio stations. In this regard, Jacor routinely reviews such acquisition opportunities. Jacor believes that currently there are available a number of acquisition opportunities that would be complementary to its business. Jacor cannot predict whether it will be successful in pursuing such acquisition opportunities or what the consequences of any such acquisition would be. The receipt of certain federal and state governmental or regulatory approvals are required in order to consummate the acquisitions, including approvals or waivers from the Federal Communications Commission (the "FCC"), and, if certain criteria are met, the expiration of or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as enforced by the Antitrust Division of the Department of Justice. With regard to each proposed acquisition, Jacor will use its reasonable best efforts to obtain such approvals or waivers, but there can be no assurance as to when or if such approvals or waivers will be obtained such that the acquisitions may be consummated. Jacor's acquisition strategy involves numerous risks, including difficulties in the integration of operations and systems, the diversion of management's attention from other business concerns and the potential loss of key employees of acquired stations. There can be no assurance that Jacor's management will be able to manage effectively the resulting business or that such acquisitions will benefit Jacor. Future acquisitions also may involve the expenditure of significant funds. Depending on the nature, size and timing of future acquisitions, Jacor may be required to raise additional financing. There is no assurance that such additional financing will be available to Jacor on acceptable terms. GOVERNMENTAL REGULATION OF BROADCASTING INDUSTRY. The broadcasting industry is subject to extensive federal regulation which, among other things, requires approval by the FCC for the issuance, renewal, transfer, and assignment of broadcasting station operating licenses and limits the number of broadcasting properties Jacor may acquire. Additionally, in certain circumstances, the Communications Act of 1934, as amended (the "Communications Act"), and FCC rules will operate to impose limitations on alien ownership and voting of the capital stock of Jacor. Certain provisions of the Telecommunications Act of 1996 (the "Telecom Act"), which became law on February 8, 1996, will be acted upon by the FCC through rulemaking proceedings, presently scheduled for completion by the end of 1996. The effects of the Telecom Act on the broadcasting industry and thus on Jacor's business are uncertain, 4 and there can be no assurance that the Telecom Act will not negatively impact Jacor's operations in the future. Jacor's business is dependent upon maintaining its broadcast licenses issued by the FCC, which are issued for maximum terms of eight years. Although it is rare for the FCC to deny a renewal application, there can be no assurance that the future renewal applications will be approved, or that such renewals will not include conditions or qualifications that could adversely affect Jacor's operations. Moreover, governmental regulations and policies may change over time and there can be no assurance that such changes would not have a material adverse impact upon Jacor's business, financial condition and results of operations. COMPETITION; BUSINESS RISKS. Broadcasting is a highly competitive business. Jacor's radio and television stations compete for audiences and advertising revenues directly with other radio and television stations, as well as with other media, such as newspapers, magazines, cable television, outdoor advertising, and direct mail, within their respective markets. Audience ratings and market shares are subject to change and any adverse change in a particular market could have a material and adverse effect on the revenue of stations located in that market. Future operations are further subject to many variables which could have an adverse effect upon Jacor's financial performance. These variables include economic conditions, both generally and relative to the broadcasting industry; shifts in population and other demographics; the level of competition for advertising dollars with other radio stations, television stations, and other entertainment and communications media; fluctuations in operating costs; technological changes and innovations; changes in labor conditions; and changes in governmental regulations and policies and actions of federal regulatory bodies, including the FCC. Although Jacor believes that each of its stations is able to compete effectively in its respective market, there can be no assurance that any such stations will be able to maintain or increase its current audience ratings and advertising revenues. SUBSTANTIAL LEVERAGE AND LIMITED FINANCIAL FLEXIBILITY. Jacor's outstanding indebtedness may have the following important consequences: (i) significant interest expense and principal repayment obligations resulting in substantial annual fixed charges; (ii) significant limitations on Jacor's ability to obtain additional debt financing; and (iii) increased vulnerability to adverse general economic and industry conditions. In addition, Jacor's existing and anticipated credit facilities have or will have a number of financial covenants, including interest coverage, debt service coverage and a maximum ratio of debt to earnings before other expense (income), interest expense, taxes, depreciation and amortization. SHARE OWNERSHIP BY ZELL/CHILMARK. Zell/Chilmark Fund L.P. ("Zell/Chilmark") holds approximately 13,349,720 shares of the outstanding Common Stock and is Jacor's largest shareholder as of the date hereof. The large share 5 ownership of Zell/Chilmark may have the effect of discouraging certain types of transactions involving an actual or potential change of control of Jacor, including transactions in which the holders of Common Stock might otherwise receive a premium for their shares over then-current market prices. Subject to certain restrictions under the Securities Act of 1933, as amended (the "Securities Act"), and under an agreement with the underwriters for the stock offering conducted in June 1996 (the "1996 Stock Offering") restricting the sale of shares of Common Stock by Zell/Chilmark for a period of 180 days after the commencement date of the 1996 Stock Offering, Zell/Chilmark is free to sell shares of Common Stock from time to time for any reason. By virtue of its current control of Jacor, Zell/Chilmark could sell large amounts of Common Stock by causing Jacor to file a registration statement with respect to such stock. In addition, Zell/Chilmark could sell its shares of Common Stock without registration pursuant to Rule 144 under the Securities Act. Jacor can make no prediction as to the effect, if any, that such sales of shares of Common Stock would have on the prevailing market price. Sales of substantial amounts of Common Stock, or the availability of such shares for sale, could adversely affect prevailing market prices. Sales or transfers of Common Stock by Zell/Chilmark could result in another person or entity becoming the controlling shareholder of Jacor. LACK OF DIVIDENDS; RESTRICTIONS ON PAYMENTS OF DIVIDENDS. Jacor has not paid any dividends to its shareholders. Jacor intends to retain all available earnings, if any, generated by its operations for the development and growth of its business and does not anticipate paying any dividends on Common Stock in the foreseeable future. In addition, the payment of dividends on the Common Stock is restricted under Jacor's credit facilities. KEY PERSONNEL. Jacor's business is dependent upon the performance of certain key employees, including its Chief Executive Officer and President. Jacor employs several on-air personalities with significant loyal audiences in their respective markets. Jacor generally enters into long-term employment agreements with its key on-air talent to protect its interests in those relationships, but there can be no assurances that all such on-air personalities will remain with Jacor. POTENTIAL NEGATIVE IMPACT OF OTHER SECURITIES ISSUANCES. Jacor has authorized for issuance up to 4,000,000 shares of undesignated preferred stock. The Jacor Board of Directors has the authority, without further vote or action by Jacor shareholders, to issue the undesignated shares of Jacor preferred stock in one or more series and to fix all rights, qualifications, preferences, privileges, limitations and restrictions of each such series, including dividend rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series. Although it currently has no plans to do so, the Jacor Board of 6 Directors, without shareholder approval, can issue Jacor preferred stock with voting and conversion rights which would adversely affect the voting power of the holders of Common Stock. In addition, the issuance of Jacor preferred stock may have the effect of delaying, deferring or preventing a change in control of Jacor and could therefore have a negative impact on the trading price of the Common Stock. Jacor may also issue other types of securities in the future that may have the same or similar negative effects as the undesignated preferred stock. See "DESCRIPTION OF CAPITAL STOCK." FORWARD-LOOKING STATEMENTS. This Prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act. Discussions containing such forward-looking statements may be found in the material set forth under "BUSINESS OF JACOR," as well as within the Prospectus generally. In addition, when used in this Prospectus, the words "believes," "anticipates," "expects" and similar expressions are intended to identify forward-looking statements. Such statements are subject to a number of risks and uncertainties. Actual results in the future could differ materially from those described in the forward-looking statements as a result of the risk factors set forth above and the matters set forth in the Prospectus generally. Jacor undertakes no obligation to publicly release the result of any revisions to these forward- looking statements that may be made to reflect any future events or circumstances. Jacor cautions the reader, however, that this list of risk factors may not be exhaustive. BUSINESS OF JACOR GENERAL Jacor is a holding company engaged primarily in the radio broadcasting business. Jacor's principal executive offices are located at 1300 PNC Center, 201 East Fifth Street, Cincinnati, Ohio 45202 and its telephone number is (513) 621-1300. RECENT DEVELOPMENTS In September 1996, Jacor consummated the Merger with Citicasters which owned and/or operated 19 radio stations and two television stations. The Merger enhanced Jacor's existing station portfolios in Atlanta, Tampa and Cincinnati and created new multiple station platforms in Phoenix, Portland, Kansas City, Sacramento and Columbus. In accordance with the terms of the Merger, Citicasters became a wholly-owned subsidiary of Jacor and all of the subsidiaries of Jacor prior to the Merger became subsidiaries of Citicasters upon the consummation of the Merger. Jacor drew upon the June 1996 Credit Facility (as defined herein) to fund a portion of the Cash Consideration and Jacor used the proceeds of the 1996 Stock Offering, the Notes Offering, and the LYONs Offering (each as defined herein) as part of the financing for the Merger. See "DESCRIPTION OF INDEBTEDNESS -- June 1996 7 Credit Facility," "-- 10 1/8% Senior Subordinated Notes," and "-- Liquid Yield Option-TM- Notes." In July 1996, Jacor consummated the acquisition of Noble Broadcast Group, Inc. which owned 10 radio stations serving Denver, St. Louis and Toledo. Jacor also acquired the right to provide programming to and sell the air time for one AM and one FM station serving the San Diego market. The Noble acquisition enhanced Jacor's existing portfolio in Denver where it now owns eight stations, in addition to creating new multiple station platforms in St. Louis and Toledo, where Jacor now owns two of the four Class B FM stations. In August 1996, Jacor consummated the acquisition of the FCC licenses of WLAP-AM, WMXL-FM and WWYC-FM in Lexington, Kentucky. In June 1996, Jacor consummated the acquisition of the FCC licenses of WCTQ-FM and WAMR-AM in Venice, Florida. Jacor also purchased certain real estate and transmission facilities necessary to operate the stations. The aggregate purchase price for these asset transactions was approximately $18.4 million. In July 1996 Jacor entered into an agreement to acquire the FCC licenses of WSPB-AM, WSRZ-FM and WYNF-FM in Sarasota, Florida. In May 1996, Jacor entered into an agreement to acquire the FCC licenses of WIOT-FM and WCWA-AM in Toledo, Ohio. Jacor will also purchase certain real estate and transmission facilities necessary to operate these stations. The aggregate purchase price for these asset transactions will be approximately $25.5 million, although there can be no assurances that such acquisitions will be completed. Jacor is continuing to negotiate acquisitions for additional radio stations in its existing markets and in new markets. There can be no assurance that Jacor will successfully complete any such acquisitions or what the consequences thereof would be. Additional information concerning Jacor is incorporated by reference in this Prospectus. See "AVAILABLE INFORMATION" and "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE." USE OF PROCEEDS Jacor does not currently have specific plans for the use of the net proceeds which may be received from time to time from the sale of shares of Common Stock pursuant to the exercise of Warrants. However, Jacor currently anticipates that any such net proceeds would be used for general corporate purposes, which may include but are not limited to working capital, capital expenditures, repayment of indebtedness and acquisitions. Pending the application of the net proceeds, Jacor expects to invest such proceeds in short-term, interest-bearing instruments or other investment-grade securities. Jacor will not receive any proceeds from the sale of Warrants and/or shares of Common Stock by the Selling Security Holders. 8 SELLING SECURITY HOLDERS Jacor and the Selling Security Holders (all of whom are named in the following table) are parties to a Registration Rights Agreement dated as of August 5, 1996 (the "Registration Rights Agreement"), other than for Mr. Zanotti, pursuant to which Jacor granted certain registration rights to the Selling Security Holders and any of their stockholders, partners or affiliates to whom they may transfer the Warrants or the Common Stock issued upon the exercise of such Warrants (collectively the "Registrable Securities"). The registration rights granted by Jacor include demand registration rights if Selling Security Holders who in the aggregate hold at least fifty percent of the Registrable Securities provide a written request to Jacor. Pursuant to the Registration Rights Agreement, Jacor agreed to file with the Securities and Exchange Commission a Registration Statement under the Securities Act and maintain its effectiveness for three years. Under the terms of the Registration Rights Agreement, Jacor has agreed to pay the costs, fees and expenses incurred in connection with the registration of the Warrants and the shares of Common Stock being sold by the Selling Security Holders; provided, however, that Jacor will not pay any fees and expenses of counsel to, or any other persons retained by, any holder of Registrable Securities, and any discounts, commissions, underwriting or advisory fees, brokers' fees or fees of similar securities industry professionals relating to the distribution of the Registrable Securities. Jacor has agreed to indemnify the Selling Security Holders and any underwriters against certain liabilities, including liabilities under the Securities Act. The following table sets forth certain information with respect to the Selling Security Holders and their beneficial ownership of Common Stock as of the Effective Time of the Merger. Prior to the Effective Time of the Merger, no Selling Security Holders held any positions or offices or had any other material relationships with Jacor, or any of its predecessors or affiliates, during the past three years.
Beneficial Approximate Ownership Number of Number of Percentage Prior to Warrants Shares of Shares Name Offering(1) Offered Offered Owned - ---- ---------- ---------- ------------ ----------- Great American Insurance Company(2) 3,455,698 3,455,698 703,319.90 2.2% American Financial Corporation(2) 1,500,000 1,500,000 305,287.10 * American Financial Enterprises, Inc.(2) 2,611,191 2,611,191 531,441.86 1.7% Carl H. Lindner(2) 3,333,960 3,333,960 678,543.21 2.1% The Carl H. Lindner Foundation(2) 170,253 170,253 34,650.69 * S. Craig Lindner(2) 90,000 90,000 18,317.22 * John P. Zanotti 611,875 611,875 124,531.67 * ---------- ---------- ------------ ---- Total 11,772.977 11,772,977 2,396,090.65 7.2% ---------- ---------- ------------ ---- ---------- ---------- ------------ ---- * Less than 1%.
- ------------------- (1) The Securities and Exchange Commission (the "Commission") has defined beneficial ownership to include sole or shared voting or investment power with respect to a security or the right to acquire beneficial ownership of 9 a security within 60 days. The number of shares indicated are owned with sole voting and investment power unless otherwise noted. Under rules promulgated by the Commission, any securities not outstanding that are subject to options or warrants exercisable within 60 days are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person but are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person. (2) The address for Great American Insurance Company is 580 Walnut Street, Cincinnati, Ohio 45202. The address for American Financial Corporation, American Financial Enterprises, Inc., Carl H. Lindner, The Carl H. Lindner Foundation, S. Craig Lindner and John P. Zanotti is One East Fourth Street, Cincinnati, Ohio 45202. Because the Selling Security Holders may sell all or part of their Warrants and/or shares of Common Stock offered hereby, no estimate can be given as to the number of Warrants and shares of Common Stock that will be held by any Selling Security Holders upon termination of any offering made hereby. DESCRIPTION OF CAPITAL STOCK The authorized capital stock of Jacor consists of 100,000,000 shares of Common Stock, $.01 par value and 2,000,000 shares of Class A Preferred Stock, $.01 par value and 2,000,000 shares of Class B Preferred Stock, $.01 par value. As of September 12, 1996, 31,242,758 shares of Common Stock were issued and outstanding. COMMON STOCK The holders of Common Stock have no preemptive rights, cumulative voting rights, redemption rights, or conversion privileges. The holders of Common Stock are entitled to one vote for each share held on any matter submitted to the shareholders. All corporate action requiring shareholder approval, unless otherwise required by law, Jacor's Certificate of Incorporation or its Bylaws, must be authorized by a majority of the votes cast. Under Delaware law, approval by a majority vote of the outstanding voting shares is required to effect (i) an amendment to Jacor's Certificate of Incorporation or its Bylaws, (ii) a merger or consolidation of Jacor, and (iii) a disposition of all or substantially all of Jacor's assets. In the event of liquidation, each share of Common Stock will be entitled to share ratably in the distribution of remaining assets after payment of all debts, subject to the prior rights in liquidation of any shares of preferred stock issued. Holders of shares of Common Stock will be entitled to share ratably in such dividends as Jacor's Board, in its discretion, may validly declare from funds legally available therefor, subject to the prior rights of holders of shares of Jacor's preferred stock as may be 10 outstanding from time to time. Certain restrictions on the payment of dividends are imposed under Jacor's credit facility. CLASS A AND CLASS B PREFERRED STOCK Jacor has authorized 2,000,000 shares of Class A Preferred Stock and 2,000,000 shares of Class B Preferred Stock. It is not currently anticipated that any such shares will be issued. The Class A Preferred Stock will have full voting rights. The Class B Preferred Stock will have no voting rights except as otherwise provided by law or as lawfully fixed by Jacor's Board with respect to a particular series. Under applicable law, Jacor's Board could elect to provide the Class B Preferred Stock with limited or no voting rights. Jacor's Certificate of Incorporation authorizes Jacor's Board to provide from time to time for the issuance of the shares of Preferred Stock in series by adopting an amendment to the Certificate and to establish the terms of each such series, including (i) the number of shares of the series and the designation thereof; (ii) the rights in respect of dividends on the shares; (iii) liquidation rights; (iv) redemption rights; (v) the terms of any purchase, retirement or sinking fund to be provided for the shares of the series; (vi) terms of conversion, if any; (vii) restrictions, limitations and conditions, if any, on issuance of indebtedness of Jacor; and (viii) any other preferences and other rights and limitations not inconsistent with law, the Certificate of Incorporation, or any resolution of Jacor's Board. WARRANTS GENERAL. The Warrants were issued under the Warrant Agreement between Jacor and KeyCorp Shareholder Services, Inc. (the "Warrant Agent") dated as of September 18, 1996 (the "Warrant Agreement"). The description of the Warrant Agreement set forth below includes all material elements of the Warrant Agreement but does not purport to be complete and is qualified in its entirety by reference to the Warrant Agreement which is incorporated by reference herein. See "Available Information." Each Warrant initially entitles the holder thereof to purchase .2035247 of a share of Common Stock at a price of $28.00 per full share of Common Stock (the "Warrant Price"). The Warrant Price and the number of shares of Common Stock issuable upon the exercise of each Warrant are subject to adjustment in certain events described below. Each Warrant may be exercised on or after the issuance thereof and until 5:00 pm., Eastern Time, on September 18, 2001 (the "Expiration Date") in accordance with the terms of the Warrants and the Warrant Agreement. To the extent that any Warrant remains outstanding after such time, such unexercised Warrant will automatically terminate. EXERCISE. Warrants may be exercised by surrendering to the Warrant Agent a signed Warrant certificate together with the form 11 of election to purchase on the reverse thereof indicating the warrant holder's election to exercise all or a portion of the Warrants evidenced by such certificate. Surrendered certificates must be accompanied by payment of the aggregate Warrant Price in respect of the Warrants to be exercised, which payment may be made in cash or by certified or bank cashier's check drawn on a banking institution chartered by the government of the United States or any state thereof payable to the order of Jacor. No adjustments as to cash dividends with respect to the Common Stock will be made upon any exercise of Warrants. If fewer than all the Warrants evidenced by any certificate are exercised, the Warrant Agent will deliver to the exercising warrant holder a new Warrant certificate representing the unexercised Warrants. Jacor will not be required to issue fractional shares of Common Stock upon exercise of any Warrant and in lieu thereof will pay in cash an amount equal to the closing price per share of Common Stock on the trading day immediately preceding the date the Warrant is presented for exercise, multiplied by such fraction. Jacor has reserved for issuance a number of shares of Common Stock sufficient to provide for the exercise of the rights of purchase represented by the Warrants. A Warrant may not be exercised in whole or in part if in the reasonable opinion of counsel to Jacor the issuance of Common Stock upon such exercise would cause Jacor to be in violation of the Communications Act or the rules and regulations in effect thereunder. ANTIDILUTION AND EXERCISE PRICE ADJUSTMENTS. The number of shares of Common Stock purchasable upon the exercise of each Warrant and the Warrant Price are subject to adjustment in connection with (i) the issuance of a stock dividend to holders of Common Stock, a combination or subdivision or issuance by reclassification of Common Stock; (ii) the issuance of rights, options or warrants to all holders of Common Stock without charge to such holders to subscribe for or purchase shares of Common Stock at a price per share which is lower than the current market price; and (iii) certain distributions by Jacor to the holders of Common Stock of evidences of indebtedness or of its assets (excluding cash dividends or distributions out of earnings or out of surplus legally available for dividends) or of convertible securities, all as set forth in the Warrant Agreement. Notwithstanding the foregoing, no adjustment in the number of Warrant Shares (as defined in the Warrant Agreement) will be required until such adjustment would require an increase or decrease of at least one percent (1%) in the number of Warrant Shares purchasable upon the exercise of each Warrant. In addition, Jacor may at its option reduce the Warrant Price to any amount deemed appropriate by Jacor's Board. In case of any consolidation or merger of Jacor with or into another corporation, or any sale, transfer or lease to another 12 corporation of all or substantially all the property of Jacor, the Warrant Agreement requires that effective provisions will be made so that each holder of an outstanding Warrant will have the right thereafter to exercise the Warrant for the kind and amount of securities and property receivable in connection with such consolidation, merger, sale, transfer or lease by a holder of the number of shares of Common Stock for which such Warrant was exercisable immediately prior thereto. The reincorporation of Jacor from Ohio to Delaware effective September 18, 1996 constituted a merger under the Warrant Agreement and the successor corporation expressly assumed all of the predecessor corporation's obligations under the Warrant Agreement. MODIFICATION OF WARRANT AGREEMENT. The Warrant Agreement may be amended or supplemented without the consent of the holders of Warrants to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained therein, or to make such other necessary or desirable changes which shall not adversely affect the interests of the warrant holders. Any other amendment to the Warrant Agreement requires the consent of warrant holders representing not less than 50% of the Warrants then outstanding provided that no change in the number or nature of the securities, purchasable upon the exercise of any Warrant, or the Warrant Price therefor, or the acceleration of the Expiration Date, and no change in the antidilution provisions which would adversely affect the interests of the holders of Warrants, may be made without the consent of the holder of such Warrant, other than such changes as are specifically prescribed by the Warrant Agreement or are made in compliance with applicable law. FORM AND DENOMINATIONS. The certificates representing the Warrants are in registered form. Any Warrant certificate may be transferred, split up, combined or exchanged for another Warrant certificate or certificates entitling the holder thereof to purchase a like number of shares of Common Stock on the same terms as the Warrant certificate or certificates surrendered. OFFICE FOR PRESENTATION. Warrants may be presented upon exercise, or for registration of transfer or exchange, at the office of the Warrant Agent maintained for such purpose, which office is currently located at 4900 Tiedeman Road, Cleveland, Ohio 44144. CERTAIN TAXES. Jacor will bear the cost of all documentary stamp taxes payable in connection with the initial issuance of Warrant Shares upon the exercise of Warrants, but will not be responsible for the payment of any such taxes in respect of any transfer involved in the issue or delivery of any Warrants or certificates for Warrant Shares in the name other than that of the registered holder of Warrants in respect of which such Warrant Shares are issued. 13 MISCELLANEOUS. No holder of Warrants shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Stock until such Warrants are properly exercised as provided in the Warrant Agreement. DESCRIPTION OF INDEBTEDNESS JUNE 1996 CREDIT FACILITY JCAC entered into a new credit facility on June 12, 1996 (the "June 1996 Credit Facility") with a syndicate of banks and other financial institutions. Upon the consummation of the Merger, the June 1996 Credit Facility became an obligation of Citicasters. The June 1996 Credit Facility provides availability of up to $600.0 million of loans to Citicasters in three components: (i) a revolving credit facility of up to $200.0 million with mandatory semi-annual commitment reductions beginning on the third anniversary of the closing of the June 1996 Credit Facility and a final maturity date of seven years after initial funding; (ii) a term loan of up to $300.0 million with scheduled semi-annual reductions beginning on the second anniversary of the closing of the June 1996 Credit Facility and a final maturity date of seven years after initial funding; and (iii) a tranche B term loan of up to $100.0 million with scheduled semi- annual reductions beginning on the third anniversary of the closing of the June 1996 Credit Facility and a final maturity date of eight years after initial funding. Borrowings under the June 1996 Credit Facility bear interest at rates that fluctuate with a bank base rate and/or the Eurodollar rate. Loans under the June 1996 Credit Facility are guaranteed by Jacor and by Citicasters' direct and indirect subsidiaries other than certain immaterial subsidiaries. Citicasters' obligations with respect to the June 1996 Credit Facility and each guarantor's obligations with respect to the related guaranty are secured by substantially all of their respective assets, including, without limitation, inventory, equipment, accounts receivable, intercompany debt and, in the case of Jacor's subsidiaries, capital stock. Citicasters' obligations under the June 1996 Credit Facility are secured by a first priority lien on the capital stock of Jacor's subsidiaries. The June 1996 Credit Facility contains covenants and provisions that restrict, among other things, Citicasters' ability to: (i) incur additional indebtedness; (ii) incur liens on its property; (iii) make investments and advances; (iv) enter into guarantees and other contingent obligations; (v) merge or consolidate with or acquire another person or engage in other fundamental changes; (vi) engage in certain sales of assets; (vii) make capital expenditures; (viii) enter into leases; 14 (ix) engage in certain transactions with affiliates; and (x) make restricted junior payments. The June 1996 Credit Facility also requires the satisfaction of certain financial performance criteria (including a consolidated interest coverage ratio, a leverage-to-operating cash flow ratio and a consolidated operating cash flow available for fixed charges ratio) and the repayment of loans under the June 1996 Credit Facility with proceeds of certain sales of assets and debt issuances, and with 50% of the Company's Consolidated Excess Cash Flow (as defined in the June 1996 Credit Facility). Events of default under the June 1996 Credit Facility include various events of default customary for such type of agreement, such as failure to pay scheduled payments when due, cross defaults on other indebtedness, change of control events under other indebtedness (including the LYONs, the Notes and the Citicasters Notes, each as defined herein) and certain events of bankruptcy, insolvency and reorganization. In addition, the June 1996 Credit Facility includes events of default for Citicasters and the cessation of any lien on any of the collateral under the June 1996 Credit Facility as a perfected first priority lien and the failure of Zell/Chilmark appointees to represent at least 30% of the Jacor Board of Directors. For purposes of the June 1996 Credit Facility, a change of control includes the occurrence of any event that triggers a change of control under the LYONs, the Notes or the Citicasters Notes. Such change of control under the June 1996 Credit Facility would constitute an event of default which would give the syndicate the right to accelerate the unpaid principal amounts due under the June 1996 Credit Facility. Upon such acceleration, there is no assurance that Citicasters will have funds available to fund such repayment or that such funds will be available on terms acceptable to Citicasters. 10 1/8% SENIOR SUBORDINATED NOTES Concurrently with the consummation of the 1996 Stock Offering, Jacor and JCAC consummated the sale by JCAC of $100.0 million aggregate principal amount of 10 1/8% Senior Subordinated Notes due 2006 (the "Notes"). JCAC loaned the net proceeds of the sale of the Notes (the "Notes Offering") to Jacor in connection with the financing for the Merger. Upon the consummation of the Merger, the Notes became obligations of Citicasters. The Notes will mature on June 15, 2006. The Notes bear interest at the rate per annum of 10 1/8% from the date of issuance or from the most recent interest payment date to which interest has been paid or provided for, payable semi-annually on June 15 and December 15 of each year, commencing December 15, 1996, to the persons in whose names such Notes are registered at the close of business on the June 1 or December 1 immediately preceding such 15 interest payment date. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The trustee under the indenture for the Notes (the "Senior Subordinated Note Indenture") authenticated and delivered the Notes for original issue in an aggregate principal amount of $100.0 million. The Notes are not redeemable at Citicasters' option before June 15, 2001. Thereafter, the Notes are subject to redemption at the option of Citicasters, at redemption prices declining from 105.063% of the principal amount for the twelve months commencing June 15, 2001 to 100% on and after June 15, 2004, plus in each case, accrued and unpaid interest thereon to the applicable redemption date. The Senior Subordinated Note Indenture contains certain covenants which impose certain limitations and restrictions on the ability of Jacor to incur additional indebtedness, pay dividends or make other distributions, make certain loans and investments, apply the proceeds of asset sales (and use the proceeds thereof), create liens, enter into certain transactions with affiliates, merge, consolidate or transfer substantially all its assets and make investments in unrestricted subsidiaries. If a change of control occurs, Citicasters is required to offer to repurchase all outstanding Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. There can be no assurance that Citicasters will have sufficient funds to purchase all of the Notes in the event of a change of control offer or that Citicasters would be able to obtain financing for such purchase on favorable terms, if at all. In addition, the June 1996 Credit Facility restricts Citicasters' ability to repurchase the Notes, including pursuant to a change of control offer. Furthermore, a change of control under the Senior Subordinated Note Indenture will result in a default under the June 1996 Credit Facility. A Change of Control under the indenture governing the Notes means any transaction or series of transactions in which any of the following occurs: (i) any person or group (within the meaning of Rule 13d-3 under the Exchange Act and Sections 13(d) and 14(d) of the Exchange Act), other than Zell/Chilmark or any of its Affiliates, becomes the direct or indirect beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of (A) greater than 50% of the total voting power (on a fully diluted basis as if all convertible securities had been converted) entitled to vote in the election of directors of Citicasters, or the surviving person (if other than Citicasters), or (B) greater than 20% of the total voting power (on a fully diluted basis as if all convertible securities had been converted) entitled to vote in the election of directors of Citicasters, or the surviving person (if other than Citicasters), and such person or group has the ability to elect, directly or indirectly, a majority of the members of the Board of 16 Directors of Citicasters; or (ii) Citicasters consolidates with or merges into another person, another person consolidates with or merges into Citicasters, Citicasters issues shares of its Capital Stock or all or substantially all of the assets of Citicasters are sold, assigned, conveyed, transferred, leased or otherwise disposed of to any person as an entirety or substantially as an entirety in one transaction or a series of related transactions and the effect of such consolidation, merger, issuance or sale is as described in clause (i) above. Events of default under the Senior Subordinated Note Indenture include various events of default customary for such type of agreement, including the failure to pay principal and interest when due on the Notes, cross defaults on other indebtedness for borrowed monies in excess of $5.0 million (which indebtedness therefore includes the June 1996 Credit Facility, the LYONs and the Citicasters Notes) and certain events of bankruptcy, insolvency and reorganization. 9 3/4% SENIOR SUBORDINATED NOTES The 9 3/4% Senior Subordinated Notes due 2004 (the "Citicasters Notes") are general unsecured obligations of Citicasters and are subordinated in rights of payment to all Senior Indebtedness (as defined in the Citicasters Note Indenture). The Citicasters Notes were issued pursuant to an Indenture between Citicasters and Shawmut Bank Connecticut, National Association, as Trustee (the "Citicasters Note Indenture"). The December 31, 1995 aggregate outstanding principal amount of the Citicasters Notes was $122.5 million and the Citicasters Notes mature on February 15, 2004. Interest on the Citicasters Notes accrues at the rate of 9 3/4% per annum. The Citicasters Notes are not redeemable at Citicasters' option before February 15, 1999 (other than in connection with certain public offerings of Citicasters Common Stock, as described below). Thereafter, the Citicasters Notes are subject to redemption at the option of Citicasters, at redemption prices declining from 104.875% of the principal amount for the twelve months commencing February 15, 1999 to 100.00% on and after February 15, 2002, plus, in each case, accrued and unpaid interest thereon to the applicable redemption date. In addition, at any time on or before February 15, 1999, (i) up to 25% of the aggregate principal amount of the Citicasters Notes may be redeemed at a redemption price of 108.75% of the principal amount thereof, plus accrued and unpaid interest, out of the net proceeds of public offerings of primary shares of Citicasters Common Stock, and after giving effect to such redemption at least $100.0 million in Citicasters Notes remain outstanding and (ii) upon a Change of Control (as defined in the 17 Citicasters Note Indenture), the Citicasters Notes can be redeemed provided at least $100.0 million of Citicasters Notes remain outstanding and such redemption occurs within 180 days of the date of a Change of Control. In addition, prior to December 31, 1996, Citicasters can redeem the Citicasters Notes from the proceeds of Asset Sales (as defined in the Citicasters Note Indenture) subject to certain restrictions. Within 60 days after any Change of Control, Citicasters or its successors must make an offer to purchase the Citicasters Notes at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to the date of purchase. The Merger constituted a Change of Control and Jacor has notified the holders of the Citicasters Notes of Citicasters' offer to purchase the Citicasters Notes. Any Citicasters Notes which are not acquired in connection with such Change of Control offer, subject to the successor's right to redeem the Citicasters Notes as described above, will remain outstanding. Upon the consummation of the Merger, the definition of change of control under the indenture governing the Citicasters Notes became substantially similar to the definition of change of control in the Indenture governing the Notes. Jacor will comply with the requirements of Rule 14e-1 in connection with the repurchase of the Citicasters Notes, as such rule might apply to any such repurchase at the time thereof. The Citicasters Note Indenture contains certain covenants which impose certain limitations and restrictions on the ability of Citicasters to incur additional indebtedness, pay dividends or make other distributions, make certain loans and investments, apply the proceeds of Asset Sales (and use the proceeds thereof), create liens, enter into certain transactions with affiliates, merge, consolidate or transfer substantially all its assets, and make investments in unrestricted subsidiaries. The Indenture for the Citicasters Notes includes various events of default customary for such type of agreements, such as failure to pay principal and interest when due on the Citicasters Notes, cross defaults on other indebtedness and certain events of bankruptcy, insolvency and reorganization. LIQUID YIELD OPTION-TM- NOTES Concurrently with the consummation of the 1996 Stock Offering and the Notes Offering, Jacor consummated the issuance and sale of Liquid Yield OptionTM Notes due June 12, 2011 (the "LYONs") in the aggregate principal amount at maturity of $226.0 million (excluding $33.9 million aggregate principal amount at maturity subject to the over-allotment option) (the "LYONs Offering"). Each LYON had an Issue Price of $443.4 and has a principal amount at maturity of $1,000. 18 Each LYON is convertible, at the option of the holder, at any time on or prior to maturity, unless previously redeemed or otherwise purchased, into Common Stock at a conversion rate of 13.412 shares per LYON. The conversion rate will not be adjusted for accrued original issue discount, but is subject to adjustment upon the occurrence of certain events affecting the Common Stock. Upon conversion, the holder will not receive any cash payment representing accrued original issue discount; such accrued original issue discount will be deemed paid by the Common Stock received by the holder on conversion. The LYONs are not redeemable by Jacor prior to June 12, 2001. Thereafter, the LYONs are redeemable for cash at any time at the option of Jacor, in whole or in part, at redemption prices equal to the issue price plus accrued original issue discount to the date of redemption. The LYONs will be purchased by Jacor, at the option of the holder, on June 12, 2001 and on June 12, 2005 for a Purchase Price of $581.25 and $762.39 (representing issue price plus accrued original issue discount to each date), respectively, representing a 5.50% yield per annum to the holder on such date, computed on a semiannual bond equivalent basis. Jacor, at its option, may elect to pay the purchase price on any such purchase date in cash or Common Stock, or any combination thereof. In addition, as of 35 business days after the occurrence of a change in control of Jacor occurring on or prior to June 12, 2001, each LYON will be purchased for cash, by Jacor, at the option of the holder, for a change in control purchase price equal to the issue price plus accrued original issue discount to the change in control purchase date set for such purchase. The change in control purchase feature of the LYONs may in certain circumstances have an anti-takeover effect. Under the indenture for the LYONs (the "LYONs Indenture"), a "Change in Control" of Jacor is deemed to have occurred at such time as (i) any person (as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) other than Zell/Chilmark, Jacor, any subsidiary of Jacor, or any employee benefit plan of either Jacor or any subsidiary of Jacor, files a Schedule 13D or 14D-1 under the Exchange Act (or any successor schedule, form or report) disclosing that such person has become the beneficial owner of 50% or more of the Common Stock or other capital stock of Jacor into which such Common Stock is reclassified or changed, with certain exceptions, or (ii) there shall be consummated any consolidation or merger of Jacor (a) in which Jacor is not the continuing or surviving corporation or (b) pursuant to which the Common Stock would be converted into cash, securities or other property, in each case, other than a consolidation or merger of Jacor in which the holders of Common Stock immediately prior to the consolidation or merger own, directly or indirectly, at least a majority of Common Stock of the continuing or surviving corporation immediately after the consolidation or merger. A 19 Change of Control under the LYONs Indenture constitutes an event of default under the June 1996 Credit Facility. See "-- June 1996 Credit Facility." The LYONs Indenture includes various events of default customary for such type of agreement, such as cross defaults on other indebtedness for borrowed monies in excess of $10.0 million (which indebtedness therefore includes the June 1996 Credit Facility, the Notes and the Citicasters Notes) and certain events of bankruptcy, insolvency and reorganization. A change of control under the indenture which governs each of the Notes, the Citicasters Notes and the LYONs will result in a default under the June 1996 Credit Facility. Additionally, unless Citicasters is successful in seeking consents from its lenders under the June 1996 Credit Facility to permit change of control repurchase offers for each of the Notes, the Citicasters Notes or the LYONs or Citicasters is successful in refinancing such borrowings, such event of default under the June 1996 Credit Facility constitutes an event of default under each of the Notes, the Citicasters Notes and the LYONs. Such events of default could result in the immediate acceleration of all then outstanding indebtedness under each of the Notes, Citicasters Notes and LYONs. As a result, differences in the definitions of change of control under the indentures for the Notes and the Citicasters Notes and the LYONs will not have a difference in the effect on Citicasters or the respective holders other than where the lenders under the June 1996 Credit Facility have waived such event of default. In the event of such waiver there could be a change of control under the Notes and the Citicasters Notes which would not result in a change of control under the LYONs or VICE VERSA. PLAN OF DISTRIBUTION SALES BY JACOR From time to time, Jacor will issue and sell shares of Common Stock to the holders of the Warrants upon the exercise of such Warrants in accordance with their terms. All shares of Common Stock issued upon the exercise of Warrants issued to the holders of record of such Warrants, including shares issued to the Selling Security Holders, will be freely transferable, except the shares of Common Stock received by persons (other than the Selling Security Holders) who were deemed to be "affiliates" (as such term is defined under the Securities Act) of Jacor and/or Citicasters prior to the Merger may be resold by them only in transactions permitted by the resale provisions of Rule 145 promulgated under the Securities Act (or Rule 144 in the case of such persons who are affiliates of Jacor and/or Citicasters) or as otherwise permitted under the Securities Act. Persons who may be deemed to be affiliates of Jacor and/or Citicasters include individuals or entities that control, are controlled by, or are under common control with, such party and may include certain officers and 20 directors of such party as well as principal stockholders of such party. SALES BY THE SELLING SECURITY HOLDERS Any distribution hereunder of the Warrants and/or Common Stock by the Selling Security Holders may be effected from time to time in one or more of the following transactions: (a) through brokers, acting as principal or agent, in transactions (which may involve block transactions), in special offerings, on the Nasdaq National Market or otherwise, at market prices obtainable at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, (b) to underwriters who will acquire shares of Common Stock for their own account and resell such shares in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale (any public offering price and any discount or concessions allowed or reallowed or paid to dealers may be changed from time to time), (c) directly or through brokers or agents in private sales at negotiated prices, (d) to lenders pledged as collateral to secure loans, credit or other financing arrangements and any subsequent foreclosure, if any, thereunder, or (e) by any other legally available means or (f) to their Distributees as defined in the Registration Rights Agreement. Also, offers to purchase the Warrants and/or Common Stock may be solicited by agents designated by the Selling Security Holders from time to time. Underwriters or other agents participating in an offering made pursuant to this Prospectus (as amended or supplemented from time to time) may receive underwriting discounts and commissions under the Securities Act, and discounts or concessions may be allowed or reallowed or paid to dealers, and brokers or agents participating in such transactions may receive brokerage or agent's commissions or fees. EXPERTS The consolidated balance sheets of Jacor Communications, Inc. and Subsidiaries as of December 31, 1995 and 1994 and the consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 1995 incorporated by reference in this Prospectus, have been incorporated herein in reliance on the report of Coopers & Lybrand L.L.P. independent accountants, given on the authority of that firm as experts in accounting and auditing. The consolidated financial statements of Citicasters Inc. appearing in Citicasters Inc.'s Annual Report (Form 10-K) for the year ended December 31, 1995, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon (which contains an explanatory paragraph with respect to Citicasters Inc.'s emergence from bankruptcy and subsequent adoption of "fresh- start reporting" as of December 31, 1993, as 21 more fully described in Note B to the consolidated financial statements), included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated financial statements of Noble Broadcast Group, Inc. as of December 31, 1995 and December 25, 1994 and for each of the three years in the period ended December 31, 1995, incorporated by reference in this Prospectus, have been so incorporated in reliance on the report (which includes an explanatory paragraph relating to Jacor's agreement to purchase Noble Broadcast Group, Inc. as described in Note 2 to the consolidated financial statements), of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. LEGAL MATTERS The legality of the shares of Common Stock to be issued in connection with the exercise of the Warrants is being passed upon for Jacor by Graydon, Head & Ritchey, Cincinnati, Ohio. 22 NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, THE SECURITIES OFFERED BY THIS PROSPECTUS, OR THE SOLICITATION OF A PROXY, IN ANY JURISDICTION, TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER, SOLICITATION OF AN OFFER OR PROXY SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES PURSUANT TO THIS PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH HEREIN SINCE THE DATE OF THIS PROSPECTUS. TABLE OF CONTENTS PAGE AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . . . . 3 RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 BUSINESS OF JACOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 SELLING SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . 9 DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . 10 COMMON STOCK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 CLASS A AND CLASS B PREFERRED STOCK . . . . . . . . . . . . . . . . . . 11 WARRANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 DESCRIPTION OF INDEBTEDNESS. . . . . . . . . . . . . . . . . . . . . . . . . 14 JUNE 1996 CREDIT FACILITY . . . . . . . . . . . . . . . . . . . . . . . 14 10 1/8% SENIOR SUBORDINATED NOTES . . . . . . . . . . . . . . . . . . . 15 9 3/4% SENIOR SUBORDINATED NOTES. . . . . . . . . . . . . . . . . . . . 17 LIQUID YIELD OPTION-TM- NOTES . . . . . . . . . . . . . . . . . . . . . 18 PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 SALES BY JACOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 SALES BY THE SELLING SECURITY HOLDERS . . . . . . . . . . . . . . . . . 21 EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following is an itemized statement of the fees and expenses (all but the SEC and NASD fees are estimates) in connection with the issuance and distribution of the shares of Common Stock being registered hereunder. All such fees and expenses shall be borne by Jacor except for underwriting discounts and commissions and transfer taxes, if any, with respect any shares being sold by the Selling Security Holders. SEC Registration fees ......................... $ * Nasdaq National Market Listing Fee............. $ * Blue Sky fees and expenses .................... $ * Printing and engraving expenses ............... $ 15,000 Transfer agent and registrar fee and expenses . $ * Attorneys' fees and expenses .................. $ 50,000 Accounting fees and expenses .................. $ 25,000 Miscellaneous ................................. $ 5,000 ------- Total .................................... $ 95,000 ------- ------- * Previously paid. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Jacor, being incorporated under the General Corporation Law of the State of Delaware, is empowered by Section 145 of such law ("Statute"), subject to the procedures and limitations stated in the Statute, to indemnify any person ("Indemnitee") against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with any threatened, pending or completed action, suit or proceeding to which an Indemnitee is made a party or threatened to be made a party by reason of the Indemnitee's being or having been a director, officer, employee or agent of Jacor or a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at the request of Jacor. The Statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Statute also provides that Jacor may purchase insurance on behalf of any director, officer, employee or agent. Article Sixth of Jacor's Certificate of Incorporation contains provisions permitted by Section 102 of the General Corporation Law of the State of Delaware which eliminate personal liability of members of its board of directors for violations of their fiduciary II-1 duty of care. Neither the Delaware General Corporation Law nor the Certificate of Incorporation, however, limits the liability of a director for breaching such director's duty of loyalty, failing to act in good faith, engaging in intentional misconduct or knowingly violating a law, paying a dividend or approving a stock repurchase under circumstances where such payment or repurchase is not permitted under the Statute, or obtaining an improper personal benefit. Article 8 of Jacor's Bylaws provides that Jacor is obligated to indemnify an Indemnitee in each and every situation where Jacor is obligated to make such indemnification pursuant to the Statute. Jacor must also indemnify an Indemnitee in each and every situation where, under the Statute, Jacor is not obligated but is nevertheless permitted or empowered to make such indemnification. However, before making such indemnification with respect to any situation covered by the preceding sentence, (i) Jacor shall promptly make or cause to be made, by any of the methods referred to in subsection (d) of the Statute, a determination as to whether the Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of Jacor, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that such Indemnitee's conduct was unlawful and (ii) no such indemnification shall be made unless it is determined that such Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of Jacor, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that such Indemnitee's conduct was unlawful. Pursuant to authority contained in its Bylaws, Jacor maintains in force a standard directors' and officers' liability insurance policy providing coverage of $10,000,000 against liability incurred by any director or officer in his or her capacity as such. II-2 ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. INDEX TO EXHIBITS SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION OF EXHIBIT PAGE ------ ---------------------- ---- 2.1 Form of Plan and Agreement of Merger between Jacor and New Jacor, Inc. Incorporated by reference to Annex VII to the Proxy Statement/Information Statement/Prospectus in Jacor's Form S-4 Registration Statement dated June 24, 1996. * 2.2 Agreement and Plan of Merger dated February 12, 1996 (the "Merger Agreement") among Citicasters, Jacor and JCAC, Inc. ("JCAC"). Incorporated by reference to Exhibit 2.1 to Jacor's Current Report on Form 8-K dated February 27, 1991. * 2.3 Stockholders Agreement dated February 12, 1996 among Jacor, JCAC, Great American Insurance Company, American Financial Corporation, American Financial Enterprises, Inc., Carl H. Lindner, The Carl H. Lindner Foundation and S. Craig Lindner. Incorporated by reference to Exhibit 2.2 to Jacor's Current Report on Form 8-K dated February 27, 1996. * 2.4 Jacor Shareholders Agreement dated February 12, 1996 among Citicasters and Zell/Chilmark Fund L.P. Incorporated by reference to Exhibit 2.3 to Jacor's Current Report on Form 8-K dated February 27, 1996. * 2.5 Escrow Agreement among Jacor, Citicasters and PNC Bank dated March 13, 1996. Incorporated by reference to Exhibit 2.4 to Jacor's Form S-3 Registration Statement dated March 22, 1996. * 2.6 Irrevocable Letter of Credit, Banque Paribas, Chicago Branch dated March 13, 1996. Incorporated by reference to Exhibit 2.5 to Jacor's Form S-3 Registration Statement dated March 22, 1996. * 2.7 Letter of Credit and Reimbursement Agreement by and between Jacor and Banque Paribas dated March 13, 1996. Incorporated by reference to Exhibit 2.5 to Jacor's Form S-3 Registration Statement dated March 22, 1996. * II-3 2.8 For of Employment Continuation Agreement (executive officer form) between Citicasters and [executive officer] (referred to as exhibit 6.6(c)(i) in Merger Agreement). Incorporated by reference to Exhibit 2.5 to Jacor's Current Report on Form 8-K dated February 27, 1996. * 2.9 Form of Employment Continuation Agreement (management form) between Citicasters and [manager] (referred to as exhibit 6.6(c)(ii) in Merger Agreement). Incorporated by reference to Exhibit 2.6 to Jacor's Current Report on Form 8-K dated February 27, 1996. * 2.10 Form of Warrant Agreement between Jacor, and KeyCorp Shareholder Services, Inc. as warrant agent (referred to as exhibit 3.1 in Merger Agreement). Incorporated by reference to Exhibit 2.7 to Jacor's Current Report on Form 8-K dated February 27, 1996. * 2.11 Stock Purchase and Stock Warrant Redemption Agreement dated as of February 20, 1996 among Jacor, Prudential Venture Partners II, L.P, Northeast Ventures, II, John T. Lynch, Frank A. DeFrancesco, Thomas R. Jiminez, William R. Arbenz, CIHC, Incorporated, Bankers Life Holding Corporation and Noble Broadcast Group, Inc. ("Noble") (omitting exhibits not deemed material or filed separately in executed form). (Prudential and Northeast are sometimes referred to hereafter as the "Class A Shareholders"; Lynch, DeFrancesco, Jiminez and Arbenzas the "Class B Shareholders"; and CIHC and Bankers Life as the Warrant Sellers.]. Incorporated by reference to Exhibit 2.1 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 2.12 Investment Agreement dated as of February 20, 1996 among Jacor, Noble and the Class B Shareholders (omitting exhibits not deemed material). Incorporated by reference to Exhibit 2.2 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 2.13 Warrant to Purchase Class A Common Stock of Noble issued to Jacor. Incorporated by reference to Exhibit 2.3 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * II-4 2.14 Indemnification and Escrow Agreement dated as of February 20, 1996 among Jacor, Noble, the Class A Shareholders, the Class B Shareholders, the Warrant Sellers, The Fifth Third Bank and Conseco, Inc. Incorporated by reference to Exhibit 2.4 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 2.15 Stock Escrow and Security Agreement dated as of February 20, 1996 among Jacor, Noble, the Class B Shareholders, Philip H. Banks, as trustee, and The Fifth Third Bank, as escrow agent (omitting exhibits not deemed material or filed separately in executed form). Incorporated by reference to Exhibit 2.5 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 2.16 Trust Agreement dated as of February 20, 1996 among the Class B Shareholders and their spouses, and Philip H. Banks, as trustee. Incorporated by reference to Exhibit 2.6 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 2.17 Registration Rights Agreement dated as of February 20, 1996 between Jacor and Noble. Incorporated by reference to Exhibit 2.7 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 2.18 Asset Purchase Agreement dated as of February 20, 1996 among Chesapeake Securities, Inc. (a Jacor subsidiary), Noble Broadcast of San Diego, Inc., Sports Radio, Inc. and Noble Broadcast Center, Inc. Report on Form 8-K dated March 6, 1996, as amended. * 2.19 Jacor - CMM Limited Partnership Agreement dated January 1, 1994, by and between Jacor Cable, Inc., Up Your Ratings, Inc. and Jacor. Incorporated by reference to Exhibit 2.2 of Jacor's Annual Report on Form 10-K dated March 30, 1995. * 2.20 Amendment No. 1 to Jacor - CMM Limited Partnership Agreement of Limited Partnership dated July 22, 1994, by and between Jacor Cable, Inc., Up Your Ratings, Inc. and Jacor to amend the Jacor - CMM Limited Partnership dated January 1, 1994. Incorporated by reference to Exhibit 2.3 of Jacor's Annual Report on Form 10-K dated March 30, 1995. * II-5 2.21 Amendment No. 2 to Jacor - CMM Limited Partnership Agreement of Limited Partnership with an effective date as of January 1, 1994, by and between Jacor Cable, Inc., Up Your Ratings, Inc. and Jacor to amend the Jacor - CMM Limited Partnership Agreement of Limited Partnership dated January 1, 1994. Incorporated by reference to Exhibit 2.4 of Jacor's Annual Report on Form 10-K dated March 30, 1995. * 2.22 Registration Rights Agreement dated as of August 5, 1996 between Jacor, JCAC, Great American Insurance Company, American Financial Corporation, American Financial Enterprises, Inc., Carl H. Lindner, The Carl H. Lindner Foundation, and S. Craig Lindner. 3.1 Jacor's Amended and Restated Articles of Incorporation. Incorporated by reference to Exhibit 3 of Jacor's Quarterly Report on Form 10-Q dated August 10, 1995. * 3.2 Jacor's Amended and Restated Code of Regulations. Incorporated by reference to Exhibit 3 of Jacor's Quarterly Report on Form 10-Q dated July 29, 1994. * 4.1 Specimen Common Stock Certificate. Incorporated by reference to Exhibit 2.1 to Jacor's Form 8-A, dated January 12, 1993. * 4.2 Credit Agreement dated as of February 20, 1996, among Jacor, the Banks named therein, Banque Paribas, as Agent, and The First National Bank of Boston and Bank of America Illinois, as Co-Agents (omitting exhibits not deemed material or filed separately in executed form). Incorporated by reference to Exhibit 4.1 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.3 Revolving A Note in favor of Banque Paribas by Jacor dated as of February 20, 1996.(l) Incorporated by reference to Exhibit 4.2 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.4 Revolving B Note in favor of Banque Paribas by Jacor dated as of February 20, 1996.(l) Incorporated by reference to Exhibit 4.3 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.5 Security Agreement dated as of February 20, 1996 among Jacor, Banque Paribas, as Agent, for itself, the Co-Agents and the Banks. Incorporated by reference to Exhibit 4.4 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * II-6 4.6 Pledge Agreement dated as of February 20, 1996 among Jacor, Banque Paribas' as agent, for itself, the Co-Agents and the Banks. Incorporated by reference to Exhibit 4.5 to Jacor's Current Report on Form 8-K dated March, 6, 1996, as amended. * 4.7 Trademark Security Agreement dated as of February 20, 1996 among Jacor, Banque Paribas, as Agent, for itself, the Co-Agents and the Banks. Incorporated by reference to Exhibit 4.6 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.8 Subsidiary Guaranty dated as of February 20, 1996, by various subsidiaries of Jacor in favor of Banque Paribas, as Agent, for itself, the Co-Agents and the Banks.(2) Incorporated by reference to Exhibit 4.7 to Jacor's Current Report on Form 8-K dated March, 6, 1996, as amended. * 4.9 Subsidiary Security Agreement dated as of February 20, 1996, by various Company subsidiaries in favor of Banque Paribas, as Agent, for itself, the Co- Agents and the Banks (omitting exhibits not deemed material).(2) Incorporated by reference to Exhibit 4.8 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.10 Primary Pledge Agreement dated as of February 20, 1996 among Chesapeake Securities, Inc.(a subsidiary of Jacor), Banque Paribas, as Agent, for itself, the Co-Agents and the Banks.(3) Incorporated by reference to Exhibit 4.9 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.11 Secondary Pledge Agreement dated as of February 20, 1996 between Jacor and Chesapeake Securities, Inc. (a subsidiary of Jacor).(4) Incorporated by reference to Exhibit 4.10 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.12 Subsidiary Trademark Agreement dated as of February 20, 1996 among Jacor Broadcasting of Tampa Bay, Inc., Jacor Broadcasting of Atlanta, Inc., Jacor Broadcasting Corporation and Jacor Broadcasting of Florida, Inc. in favor of Banque Paribas as Agent, for itself, the Co-Agents and the Banks. Incorporated by reference to Exhibit 4.11 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * II-7 4.13 Deed to Secure Debt and Security Agreement, dated as of February 20, 1996, by and between Jacor Broadcasting of Atlanta, Inc., and Banque Paribas, as Agent. Incorporated by reference to Exhibit 4.12 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.14 Deed of Trust and Security Agreement, dated as of February 20, 1996, between Jacor Broadcasting of Colorado, Inc. and the Public Trustee in the County of Weld and the State of Colorado.(6) Incorporated by reference to Exhibit 4.13 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.15 Open-End Mortgage, Assignment of Rents and Leases and Security Agreement, dated February 20, 1996, by and between Jacor Broadcasting Corporation and Banque Paribas, as Agent.(7) Incorporated by reference to Exhibit 4.14 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.16 Open-End Mortgage, Assignment of Rents and Leases and Security Agreement dated as of February 20, 1996, by Jacor Broadcasting of Tampa Bay, Inc. in favor of Banque Paribas, as Agent.(8) Incorporated by reference to Exhibit 4.15 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.17 Deed of Trust and Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing made by Chesapeake Securities, Inc. for the Benefit of Banque Paribas, as Agent, dated as of February 20, 1996. Incorporated by reference to Exhibit 4.16 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.18 Second Consolidated Amended and Restated Intercompany Demand Note issued to Jacor by various subsidiaries of Jacor dated as of February 20, 1996.(5) Incorporated by reference to Exhibit 4.17 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.19 Second Amended and Restated Intercompany Security Agreement and Financing Statement dated as of February 20, 1996 by various subsidiaries of Jacor in favor of Jacor (omitting exhibits not deemed material).(2) Incorporated by reference to Exhibit 4.18 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * II-8 4.20(#) Restricted Stock Agreement dated as of June 23, 1993 between Jacor and Rod F. Dammeyer.(9) Incorporated by reference to Exhibit 4.2 to Jacor's Quarterly Report on Form 10-Q dated August 13, 1993. * 4.21(#) Stock Option Agreement dated as of June 23, 1993 between Jacor and Rod F Dammeyer covering 10,000 shares of Jacor's common stock.(10) Incorporated by reference to Exhibit 4.3 to Jacor's Quarterly Report on Form 10-Q dated August 13, 1993. * 4.22(#) Stock Option Agreement dated as of December 15, 1994 between Jacor and Rod F. Dammeyer covering 5,000 shares of Jacor's common stock.(11) Incorporated by reference to Exhibit 4.23 to Jacor's Quarterly Report on Form 10-Q dated August 13, 1993. * 4.23 Indenture dated as of June 12, 1996 between Jacor and The Bank of New York for Jacor's Liquid Yield Option Notes Due 2011. Incorporated by reference to Exhibit 4.23 to Jacor's Form S-4 Registration Statement dated June 24, 1996. * 4.24 Indenture dated as of June 12, 1996 among Jacor, JCAC and First Trust of Illinois, National Association for JCAC's 10 1/8% Senior Subordinated Notes due 2006 and Jacor's Guaranty thereof. Incorporated by reference to Exhibit 4.24 to Jacor's Form S-4 Registration Statement dated June 24, 1996. * 4.25 First Amendment and Limited Waiver to Credit Agreement dated as of June 3, 1996 by and among Jacor, Banque Paribas as Agent, the Co-Agents named therein, and the Banks named therein. Incorporated by reference to Exhibit 4.23 to Jacor's Form S-3 Registration Statement, File No. 333-1917, as amended. Incorporated by reference to Exhibit 4.25 to Jacor's Form S-4 Registration Statement dated June 24, 1996. * 4.26 Second Amendment to Credit Agreement dated as of June 12, 1996 by and among Jacor, Banque Paribas as Agent, the Co-Agents named therein, and the Banks named therein. Incorporated by reference to Exhibit 4.26 to Jacor's Form S-4 Registration Statement dated June 24, 1996. * 4.27 Credit Agreement dated as of June 12, 1996 by and among JCAC, the Lenders named therein, Chemical Bank, as Administrative Agent, Banque Paribas, as Documentation Agent, and Bank of America Illinois, as Syndication Agent. Incorporated by reference to Exhibit 4.27 to Jacor's Form S-4 Registration Statement dated June 24, 1996. * II-9 4.28 Security Agreement dated as of June 12, 1996 by and between JCAC and Chemical Bank, as Administrative Agent. Incorporated by reference to Exhibit 4.28 to Jacor's Form S-4 Registration Statement dated June 24, 1996. * 4.29 Parent Guaranty dated as of June 12, 1996 by Jacor in favor of Chemical Bank, as Administrative Agent, for the Lenders and any Interest Rate Hedge Providers (each as defined in the Credit Agreement). Incorporated by reference to Exhibit 4.29 to Jacor's Form S-4 Registration Statement dated June 24, 1996. * 4.30 Pledge Agreement dated as of June 12, 1996 by and between Jacor and Chemical Bank, as Administrative Agent for the Agents, the Lenders and any Interest Rate Hedge Providers (each as defined in the Credit Agreement). Incorporated by reference to Exhibit 4.30 to Jacor's Form S-4 Registration Statement dated June 24, 1996. * 5.1 Opinion of Graydon, Head & Ritchey. ** 10.1 Credit Agreement dated as of February 20, 1996 among Broadcast Finance, Inc. (a Jacor subsidiary), Noble Broadcast Group, Inc. and Noble Broadcast Holdings, Inc. (omitting exhibits not deemed material or filed separately in executed form). Incorporated by reference to Exhibit 10.1 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 10.2 Subsidiary Guaranty dated as of February 20, 1996 in favor of Broadcast Finance, Inc. by Noble Broadcast Center, Inc., Noble Broadcast of Colorado, Inc., Noble Broadcast of St. Louis, Inc., Noble Broadcast of Toledo, Inc., Nova Marketing Group, Inc., Noble Broadcast Licenses, Inc., Noble Broadcast of San Diego, Inc., Sports Radio, Inc. and Sports Radio Broadcasting, Inc. Incorporated by reference to Exhibit 10.2 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 10.3 Term Note in the amount of $40,000,000 by Noble Broadcast Holdings, Inc. in favor of Broadcast Finance, Inc., dated as of February 20, 1996. Incorporated by reference to Exhibit 10.3 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 10.4 Revolving Note in the amount of $1,000,000 by Noble Broadcast Holdings, Inc. in favor of Broadcast Finance, Inc. dated as of February 20, 1996. Incorporated by reference to Exhibit 10.4 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * II-10 10.5(#) Jacor Communications, Inc. 1993 Stock Option Plan. Incorporated by reference to Exhibit 99 to the Quarterly Report on Form 10-Q dated August 13, 1993. * 10.6(#) Jacor Communications, Inc. 1995 Employee Stock Purchase Plan. Incorporated by reference to Exhibit 4.01 to the Registration Statement on Form S-8, filed on November 9, 1994. * 11 Statement re computation of per share earnings. 21 Subsidiaries of Jacor. Incorporated by reference to Exhibit 21 of Jacor's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as amended. * 23.1 Consent of Coopers & Lybrand L.L.P 23.2 Consent of Ernst & Young LLP 23.3 Consent of Price Waterhouse LLP 23.4 Consent of Graydon, Head & Ritchey (included in opinion of counsel filed as Exhibit 5.1) ** 24 Powers of Attorney of directors and officers signing this Registration Statement are part of the Signature Pages. ** --------------------- (*) Incorporated by reference (**) Previously filed (#) Management Contracts and Compensatory Arrangements II-11 (1) Identical Notes were issued by Jacor in favor of the following Banks: The First National Bank of Boston Bank of America Illinois Bank of Montreal The Bank of New York The Bank of Nova Scotia CIBC, Inc. First Bank Society National Bank Union Bank The aggregate principal amount of Revolving A Notes is $190 million. The aggregate principal amount of the Revolving B Notes is $110 million. (2) Executed by the following subsidiaries of Jacor: Jacor Broadcasting of Florida, Inc. Jacor Broadcasting of Atlanta, Inc. Jacor Broadcasting of Knoxville, Inc. Jacor Broadcasting of Colorado, Inc. Jacor Broadcasting of Tampa Bay, Inc. Jacor Broadcasting of St. Louis, Inc. Jacor Cable, Inc. Georgia Network Equipment, Inc. Jacor Broadcasting Corporation Broadcast Finance, Inc. Chesapeake Securities, Inc. OIA Broadcasting L.L.C. (3) An identical Primary Pledge Agreement was executed by Jacor Broadcasting of Atlanta, Inc. (4) An identical Secondary Pledge Agreement was executed by Jacor Broadcasting of Atlanta, Inc. (5) Such notes were issued by the subsidiaries of Jacor identified in (2) above. (6) A substantially similar document was entered into by Jacor Broadcasting of Colorado, Inc. relating to real property located in Douglas County, Colorado. (7) A substantially similar document was entered into by Jacor Broadcasting Corporation relating to real property located in Hamilton County, Ohio. (8) Substantially similar documents were entered into by Jacor of Tampa Bay, Inc. relating to real property located in Manatee County, Florida and by Jacor Broadcasting of Florida relating to real property located in Duval County, Florida and St. Johns County, Florida. II-12 (9) Substantially identical documents were entered into with John W. Alexander, F. Philip Handy and Marc Lasry covering 20,000, 30,000 and 10,000 shares of common stock, respectively. (10) Identical documents were entered into with John W. Alexander, F. Philip Handy and Marc Lasry. (11) Identical documents were entered into with John W. Alexander, F. Philip Handy, Marc Lasry and Sheli Z. Rosenberg. II-13 ITEM 17. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act. (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement. (iii) To include any material information with respect to the Plan of Distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by Jacor pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-14 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of Jacor's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post- effective amendment will be filed to set forth the terms of such offering. (d) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Jacor pursuant to the foregoing provisions, or otherwise, Jacor has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Jacor of expenses incurred or paid by a director, officer or controlling person of Jacor in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Jacor will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-15 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio on this 18th day of September 1996. JACOR COMMUNICATIONS, INC. By: /s/ R. Christopher Weber --------------------------------- R. Christopher Weber SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on September 18, 1996 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ Randy Michaels* /s/ R. Christopher Weber - ------------------------------ ---------------------------- Randy Michaels R. Christopher Weber CHIEF EXECUTIVE OFFICER SENIOR VICE PRESIDENT, AND DIRECTOR CHIEF FINANCIAL OFFICER AND SECRETARY /s/ Robert L. Lawrence* /s/ Rod F. Dammeyer* - ------------------------------ ---------------------------- Robert L. Lawrence Rod F. Dammeyer PRESIDENT, CHIEF OPERATING DIRECTOR OFFICER AND DIRECTOR /s/ Sheli Z. Rosenberg* /s/ F. Philip Handy* - ------------------------------ ---------------------------- Sheli Z. Rosenberg F. Philip Handy BOARD CHAIR AND DIRECTOR DIRECTOR /s/ John W. Alexander* /s/ Marc Lasry* - ------------------------------ ---------------------------- John W. Alexander Marc Lasry DIRECTOR DIRECTOR * By: Jon M. Barry as attorney-in-fact, pursuant to a power of attorney previously filed. II-16 INDEX TO EXHIBITS SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION OF EXHIBIT PAGE 2.1 Form of Plan and Agreement of Merger between Jacor and New Jacor, Inc. Incorporated by reference to Annex VII to the Proxy Statement/Information Statement/Prospectus in Jacor's Form S-4 Registration Statement dated June 24, 1996. * 2.2 Agreement and Plan of Merger dated February 12, 1996 (the "Merger Agreement") among Citicasters, Jacor and JCAC, Inc. ("JCAC"). Incorporated by reference to Exhibit 2.1 to Jacor's Current Report on Form 8-K dated February 27, 1991. * 2.3 Stockholders Agreement dated February 12, 1996 among Jacor, JCAC, Great American Insurance Company, American Financial Corporation, American Financial Enterprises, Inc., Carl H. Lindner, The Carl H. Lindner Foundation and S. Craig Lindner. Incorporated by reference to Exhibit 2.2 to Jacor's Current Report on Form 8-K dated February 27, 1996. * 2.4 Jacor Shareholders Agreement dated February 12, 1996 among Citicasters and Zell/Chilmark Fund L.P. Incorporated by reference to Exhibit 2.3 to Jacor's Current Report on Form 8-K dated February 27, 1996. * 2.5 Escrow Agreement among Jacor, Citicasters and PNC Bank dated March 13, 1996. Incorporated by reference to Exhibit 2.4 to Jacor's Form S-3 Registration Statement dated March 22, 1996. * 2.6 Irrevocable Letter of Credit, Banque Paribas, Chicago Branch dated March 13, 1996. Incorporated by reference to Exhibit 2.5 to Jacor's Form S-3 Registration Statement dated March 22, 1996. * 2.7 Letter of Credit and Reimbursement Agreement by and between Jacor and Banque Paribas dated March 13, 1996. Incorporated by reference to Exhibit 2.5 to Jacor's Form S-3 Registration Statement dated March 22, 1996. * 2.8 For of Employment Continuation Agreement (executive officer form) between Citicasters and [executive officer] (referred to as exhibit 6.6(c)(i) in Merger Agreement). Incorporated by reference to Exhibit 2.5 to Jacor's Current Report on Form 8-K dated February 27, 1996. * 2.9 Form of Employment Continuation Agreement (management form) between Citicasters and [manager] (referred to as exhibit 6.6(c)(ii) in Merger Agreement). Incorporated by reference to Exhibit 2.6 to Jacor's Current Report on Form 8-K dated February 27, 1996. * 2.10 Form of Warrant Agreement between Jacor, and KeyCorp Shareholder Services, Inc. as warrant agent (referred to as exhibit 3.1 in Merger Agreement). Incorporated by reference to Exhibit 2.7 to Jacor's Current Report on Form 8-K dated February 27, 1996. * 2.11 Stock Purchase and Stock Warrant Redemption Agreement dated as of February 20, 1996 among Jacor, Prudential Venture Partners II, L.P, Northeast Ventures, II, John T. Lynch, Frank A. DeFrancesco, Thomas R. Jiminez, William R. Arbenz, CIHC, Incorporated, Bankers Life Holding Corporation and Noble Broadcast Group, Inc. ("Noble") (omitting exhibits not deemed material or filed separately in executed form). (Prudential and Northeast are sometimes referred to hereafter as the "Class A Shareholders"; Lynch, DeFrancesco, Jiminez and Arbenzas the "Class B Shareholders"; and CIHC and Bankers Life as the Warrant Sellers.]. Incorporated by reference to Exhibit 2.1 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 2.12 Investment Agreement dated as of February 20, 1996 among Jacor, Noble and the Class B Shareholders (omitting exhibits not deemed material). Incorporated by reference to Exhibit 2.2 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 2.13 Warrant to Purchase Class A Common Stock of Noble issued to Jacor. Incorporated by reference to Exhibit 2.3 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 2.14 Indemnification and Escrow Agreement dated as of February 20, 1996 among Jacor, Noble, the Class A Shareholders, the Class B Shareholders, the Warrant Sellers, The Fifth Third Bank and Conseco, Inc. Incorporated by reference to Exhibit 2.4 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 2.15 Stock Escrow and Security Agreement dated as of February 20, 1996 among Jacor, Noble, the Class B Shareholders, Philip H. Banks, as trustee, and The Fifth Third Bank, as escrow agent (omitting exhibits not deemed material or filed separately in executed form). Incorporated by reference to Exhibit 2.5 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 2.16 Trust Agreement dated as of February 20, 1996 among the Class B Shareholders and their spouses, and Philip H. Banks, as trustee. Incorporated by reference to Exhibit 2.6 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 2.17 Registration Rights Agreement dated as of February 20, 1996 between Jacor and Noble. Incorporated by reference to Exhibit 2.7 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 2.18 Asset Purchase Agreement dated as of February 20, 1996 among Chesapeake Securities, Inc. (a Jacor subsidiary), Noble Broadcast of San Diego, Inc., Sports Radio, Inc. and Noble Broadcast Center, Inc. Report on Form 8-K dated March 6, 1996, as amended. * 2.19 Jacor - CMM Limited Partnership Agreement dated January 1, 1994, by and between Jacor Cable, Inc., Up Your Ratings, Inc. and Jacor. Incorporated by reference to Exhibit 2.2 of Jacor's Annual Report on Form 10-K dated March 30, 1995. * 2.20 Amendment No. 1 to Jacor - CMM Limited Partnership Agreement of Limited Partnership dated July 22, 1994, by and between Jacor Cable, Inc., Up Your Ratings, Inc. and Jacor to amend the Jacor - CMM Limited Partnership dated January 1, 1994. Incorporated by reference to Exhibit 2.3 of Jacor's Annual Report on Form 10-K dated March 30, 1995. * 2.21 Amendment No. 2 to Jacor - CMM Limited Partnership Agreement of Limited Partnership with an effective date as of January 1, 1994, by and between Jacor Cable, Inc., Up Your Ratings, Inc. and Jacor to amend the Jacor - CMM Limited Partnership Agreement of Limited Partnership dated January 1, 1994. Incorporated by reference to Exhibit 2.4 of Jacor's Annual Report on Form 10-K dated March 30, 1995. * 2.22 Registration Rights Agreement dated as of August 5, 1996 between Jacor, JCAC, Great American Insurance Company, American Financial Corporation, American Financial Enterprises, Inc., Carl H. Lindner, The Carl H. Lindner Foundation, and S. Craig Lindner. 3.1 Jacor's Amended and Restated Articles of Incorporation. Incorporated by reference to Exhibit 3 of Jacor's Quarterly Report on Form 10-Q dated August 10, 1995. * 3.2 Jacor's Amended and Restated Code of Regulations. Incorporated by reference to Exhibit 3 of Jacor's Quarterly Report on Form 10-Q dated July 29, 1994. * 4.1 Specimen Common Stock Certificate. Incorporated by reference to Exhibit 2.1 to Jacor's Form 8-A, dated January 12, 1993. * 4.2 Credit Agreement dated as of February 20, 1996, among Jacor, the Banks named therein, Banque Paribas, as Agent, and The First National Bank of Boston and Bank of America Illinois, as Co-Agents (omitting exhibits not deemed material or filed separately in executed form). Incorporated by reference to Exhibit 4.1 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.3 Revolving A Note in favor of Banque Paribas by Jacor dated as of February 20, 1996.(l) Incorporated by reference to Exhibit 4.2 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.4 Revolving B Note in favor of Banque Paribas by Jacor dated as of February 20, 1996.(l) Incorporated by reference to Exhibit 4.3 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.5 Security Agreement dated as of February 20, 1996 among Jacor, Banque Paribas, as Agent, for itself, the Co-Agents and the Banks. Incorporated by reference to Exhibit 4.4 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.6 Pledge Agreement dated as of February 20, 1996 among Jacor, Banque Paribas, as Agent, for itself, the Co- Agents and the Banks. Incorporated by reference to Exhibit 4.5 to Jacor's Current Report on Form 8-K dated March, 6, 1996, as amended. * 4.7 Trademark Security Agreement dated as of February 20, 1996 among Jacor, Banque Paribas, as Agent, for itself, the Co-Agents and the Banks. Incorporated by reference to Exhibit 4.6 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.8 Subsidiary Guaranty dated as of February 20, 1996, by various subsidiaries of Jacor in favor of Banque Paribas, as Agent, for itself, the Co-Agents and the Banks.(2) Incorporated by reference to Exhibit 4.7 to Jacor's Current Report on Form 8-K dated March, 6, 1996, as amended. * 4.9 Subsidiary Security Agreement dated as of February 20, 1996, by various Company subsidiaries in favor of Banque Paribas, as Agent, for itself, the Co- Agents and the Banks (omitting exhibits not deemed material).(2) Incorporated by reference to Exhibit 4.8 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.10 Primary Pledge Agreement dated as of February 20, 1996 among Chesapeake Securities, Inc.(a subsidiary of Jacor), Banque Paribas, as Agent, for itself, the Co-Agents and the Banks.(3) Incorporated by reference to Exhibit 4.9 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.11 Secondary Pledge Agreement dated as of February 20, 1996 between Jacor and Chesapeake Securities, Inc. (a subsidiary of Jacor).(4) Incorporated by reference to Exhibit 4.10 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.12 Subsidiary Trademark Agreement dated as of February 20, 1996 among Jacor Broadcasting of Tampa Bay, Inc., Jacor Broadcasting of Atlanta, Inc., Jacor Broadcasting Corporation and Jacor Broadcasting of Florida, Inc. in favor of Banque Paribas as Agent, for itself, the Co-Agents and the Banks. Incorporated by reference to Exhibit 4.11 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.13 Deed to Secure Debt and Security Agreement, dated as of February 20, 1996, by and between Jacor Broadcasting of Atlanta, Inc., and Banque Paribas, as Agent. Incorporated by reference to Exhibit 4.12 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.14 Deed of Trust and Security Agreement, dated as of February 20, 1996, between Jacor Broadcasting of Colorado, Inc. and the Public Trustee in the County of Weld and the State of Colorado.(6) Incorporated by reference to Exhibit 4.13 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.15 Open-End Mortgage, Assignment of Rents and Leases and Security Agreement, dated February 20, 1996, by and between Jacor Broadcasting Corporation and Banque Paribas, as Agent.(7) Incorporated by reference to Exhibit 4.14 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.16 Open-End Mortgage, Assignment of Rents and Leases and Security Agreement dated as of February 20, 1996, by Jacor Broadcasting of Tampa Bay, Inc. in favor of Banque Paribas, as Agent.(8) Incorporated by reference to Exhibit 4.15 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.17 Deed of Trust and Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing made by Chesapeake Securities, Inc. for the Benefit of Banque Paribas, as Agent, dated as of February 20, 1996. Incorporated by reference to Exhibit 4.16 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.18 Second Consolidated Amended and Restated Intercompany Demand Note issued to Jacor by various subsidiaries of Jacor dated as of February 20, 1996.(5) Incorporated by reference to Exhibit 4.17 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.19 Second Amended and Restated Intercompany Security Agreement and Financing Statement dated as of February 20, 1996 by various subsidiaries of Jacor in favor of Jacor (omitting exhibits not deemed material).(2) Incorporated by reference to Exhibit 4.18 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 4.20(#) Restricted Stock Agreement dated as of June 23, 1993 between Jacor and Rod F. Dammeyer.(9) Incorporated by reference to Exhibit 4.2 to Jacor's Quarterly Report on Form 10-Q dated August 13, 1993. * 4.21(#) Stock Option Agreement dated as of June 23, 1993 between Jacor and Rod F Dammeyer covering 10,000 shares of Jacor's common stock.(10) Incorporated by reference to Exhibit 4.3 to Jacor's Quarterly Report on Form 10-Q dated August 13, 1993. * 4.22(#) Stock Option Agreement dated as of December 15, 1994 between Jacor and Rod F. Dammeyer covering 5,000 shares of Jacor's common stock.(11) Incorporated by reference to Exhibit 4.23 to Jacor's Quarterly Report on Form 10-Q dated August 13, 1993. * 4.23 Indenture dated as of June 12, 1996 between Jacor and The Bank of New York for Jacor's Liquid Yield Option Notes Due 2011. Incorporated by reference to Exhibit 4.23 to Jacor's Form S-4 Registration Statement dated June 24, 1996. * 4.24 Indenture dated as of June 12, 1996 among Jacor, JCAC and First Trust of Illinois, National Association for JCAC's 10 1/8% Senior Subordinated Notes due 2006 and Jacor's Guaranty thereof. Incorporated by reference to Exhibit 4.24 to Jacor's Form S-4 Registration Statement dated June 24, 1996. * 4.25 First Amendment and Limited Waiver to Credit Agreement dated as of June 3, 1996 by and among Jacor, Banque Paribas as Agent, the Co-Agents named therein, and the Banks named therein. Incorporated by reference to Exhibit 4.23 to Jacor's Form S-3 Registration Statement, File No. 333-1917, as amended. Incorporated by reference to Exhibit 4.25 to Jacor's Form S-4 Registration Statement dated June 24, 1996. * 4.26 Second Amendment to Credit Agreement dated as of June 12, 1996 by and among Jacor, Banque Paribas as Agent, the Co-Agents named therein, and the Banks named therein. Incorporated by reference to Exhibit 4.26 to Jacor's Form S-4 Registration Statement, dated June 24, 1996. * 4.27 Credit Agreement dated as of June 12, 1996 by and among JCAC, the Lenders named therein, Chemical Bank, as Administrative Agent, Banque Paribas, as Documentation Agent, and Bank of America Illinois, as Syndication Agent. Incorporated by reference to Exhibit 4.27 to Jacor's Form S-4 Registration Statement dated June 24, 1996. * 4.28 Security Agreement dated as of June 12, 1996 by and between JCAC and Chemical Bank, as Administrative Agent. Incorporated by reference to Exhibit 4.28 to Jacor's Form S-4 Registration Statement dated June 24, 1996. * 4.29 Parent Guaranty dated as of June 12, 1996 by Jacor in favor of Chemical Bank, as Administrative Agent, for the Lenders and any Interest Rate Hedge Providers (each as defined in the Credit Agreement). Incorporated by reference to Exhibit 4.29 to Jacor's Form S-4 Registration Statement dated June 24, 1996. * 4.30 Pledge Agreement dated as of June 12, 1996 by and between Jacor and Chemical Bank, as Administrative Agent for the Agents, the Lenders and any Interest Rate Hedge Providers (each as defined in the Credit Agreement). Incorporated by reference to Exhibit 4.30 to Jacor's Form S-4 Registration Statement dated June 24, 1996. * 5.1 Opinion of Graydon, Head & Ritchey. ** 10.1 Credit Agreement dated as of February 20, 1996 among Broadcast Finance, Inc. (a Jacor subsidiary), Noble Broadcast Group, Inc. and Noble Broadcast Holdings, Inc. (omitting exhibits not deemed material or filed separately in executed form). Incorporated by reference to Exhibit 10.1 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 10.2 Subsidiary Guaranty dated as of February 20, 1996 in favor of Broadcast Finance, Inc. by Noble Broadcast Center, Inc., Noble Broadcast of Colorado, Inc., Noble Broadcast of St. Louis, Inc., Noble Broadcast of Toledo, Inc., Nova Marketing Group, Inc., Noble Broadcast Licenses, Inc., Noble Broadcast of San Diego, Inc., Sports Radio, Inc. and Sports Radio Broadcasting, Inc. Incorporated by reference to Exhibit 10.2 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 10.3 Term Note in the amount of $40,000,000 by Noble Broadcast Holdings, Inc. in favor of Broadcast Finance, Inc., dated as of February 20, 1996. Incorporated by reference to Exhibit 10.3 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 10.4 Revolving Note in the amount of $1,000,000 by Noble Broadcast Holdings, Inc. in favor of Broadcast Finance, Inc. dated as of February 20, 1996. Incorporated by reference to Exhibit 10.4 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended. * 10.5(#) Jacor Communications, Inc. 1993 Stock Option Plan. Incorporated by reference to Exhibit 99 to the Quarterly Report on Form 10-Q dated August 13, 1993. * 10.6(#) Jacor Communications, Inc. 1995 Employee Stock Purchase Plan. Incorporated by reference to Exhibit 4.01 to the Registration Statement on Form S-8, filed on November 9, 1994. * 11 Statement re computation of per share earnings. 21 Subsidiaries of Jacor. Incorporated by reference to Exhibit 21 of Jacor's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as amended. * 23.1 Consent of Coopers & Lybrand L.L.P 23.2 Consent of Ernst & Young LLP 23.3 Consent of Price Waterhouse LLP 23.4 Consent of Graydon, Head & Ritchey (included in opinion of counsel filed as Exhibit 5.1) ** 24 Powers of Attorney of directors and officers signing this Registration Statement are part of the Signature Pages. ** -------------------- (*) Incorporated by reference (**) Previously filed (#) Management Contracts and Compensatory Arrangements (1) Identical Notes were issued by Jacor in favor of the following Banks: The First National Bank of Boston Bank of America Illinois Bank of Montreal The Bank of New York The Bank of Nova Scotia CIBC, Inc. First Bank Society National Bank Union Bank The aggregate principal amount of Revolving A Notes is $190 million. The aggregate principal amount of the Revolving B Notes is $110 million. (2) Executed by the following subsidiaries of Jacor: Jacor Broadcasting of Florida, Inc. Jacor Broadcasting of Atlanta, Inc. Jacor Broadcasting of Knoxville, Inc. Jacor Broadcasting of Colorado, Inc. Jacor Broadcasting of Tampa Bay, Inc. Jacor Broadcasting of St. Louis, Inc. Jacor Cable, Inc. Georgia Network Equipment, Inc. Jacor Broadcasting Corporation Broadcast Finance, Inc. Chesapeake Securities, Inc. OIA Broadcasting L.L.C. (3) An identical Primary Pledge Agreement was executed by Jacor Broadcasting of Atlanta, Inc. (4) An identical Secondary Pledge Agreement was executed by Jacor Broadcasting of Atlanta, Inc. (5) Such notes were issued by the subsidiaries of Jacor identified in (2) above. (6) A substantially similar document was entered into by Jacor Broadcasting of Colorado, Inc. relating to real property located in Douglas County, Colorado. (7) A substantially similar document was entered into by Jacor Broadcasting Corporation relating to real property located in Hamilton County, Ohio. (8) Substantially similar documents were entered into by Jacor of Tampa Bay, Inc. relating to real property located in Manatee County, Florida and by Jacor Broadcasting of Florida relating to real property located in Duval County, Florida and St. Johns County, Florida. (9) Substantially identical documents were entered into with John W. Alexander, F. Philip Handy and Marc Lasry covering 20,000, 30,000 and 10,000 shares of common stock, respectively. (10) Identical documents were entered into with John W. Alexander, F. Philip Handy and Marc Lasry. (11) Identical documents were entered into with John W. Alexander, F. Philip Handy, Marc Lasry and Sheli Z. Rosenberg. EX-2.22 2 EXHIBIT 2.22 EXHIBIT 2.22 REGISTRATION RIGHTS AGREEMENT - -------------------------------------------------------------------------------- This Registration Rights Agreement ("Agreement") is entered into as of August 5, 1996, by and among JACOR COMMUNICATIONS, INC., an Ohio corporation ("Parent"), JCAC, INC., a Florida corporation and a wholly-owned subsidiary of Parent ("Acquisition"), GREAT AMERICAN INSURANCE COMPANY, an Ohio corporation ("Seller A"), AMERICAN FINANCIAL CORPORATION, an Ohio corporation ("Seller B"), AMERICAN FINANCIAL ENTERPRISES, INC., a Connecticut corporation ("Seller C"), CARL H. LINDNER ("Seller D"), THE CARL H. LINDNER FOUNDATION, a charitable foundation ("Seller E"), and S. CRAIG LINDNER ("Seller F"). Seller A, Seller B, Seller C, Seller D, Seller E, Seller F, Frances R. Lindner, as custodian and trustee for the children of Seller F, and Keith E. Lindner, as trustee for the benefit of the children of Seller F, are sometimes individually referred to herein as a "Seller" and are sometimes collectively referred to herein as the "Sellers." A. Parent, Acquisition, and Citicasters Inc., a Florida corporation (the "Company"), entered into an Agreement and Plan of Merger dated as of February 12, 1996 (the "Merger Agreement"), which provides, among other things, upon the terms and subject to the conditions thereof, that Acquisition will be merged with and into the Company in accordance with the Florida Business Corporation Act (the "Merger") such that each share of Class A Common Stock, par value $.01 per share, of the Company (the "Shares") issued and outstanding immediately prior to the effective time of the Merger (other than Shares owned by the Company, Parent, Acquisition, or any direct or indirect subsidiary of the Company, Parent, or Acquisition, and any Shares held in the treasury of the Company) will be converted into the right to receive the Merger Consideration (as defined in the Merger Agreement). B. Parent, Acquisition, and the Sellers entered into a Stockholders Agreement dated as of February 12, 1996 (the "Stockholders Agreement"), pursuant to which the parties agreed to enter into this Agreement providing for shelf registration of resale of the Warrants and the Warrant Shares (each as defined in the Merger Agreement). NOW, THEREFORE, for and in consideration of the mutual promises herein made, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: SECTION 1. DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings: "Affiliate" means, with respect to any specified person, any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For the purposes of this definition, "control" when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Business Day" means any day that is not a Saturday, a Sunday or a legal holiday on which banking institutions in the State of Ohio are not required to be open. "Controlling Persons": See Section 7(a) hereof. "Damages": See Section 7(a) hereof. "Delay Period": See Section 5(e) hereof. "Distributee": See Section 8(e) hereof. "Effectiveness Period": See Section 2(b) hereof. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute, and the rules and regulations of the SEC promulgated thereunder. "Indemnified Party": See Section 7(c) hereof. "Indemnifying Party": See Section 7(c) hereof. "Majority of Sellers" means Sellers who in the aggregate hold at least fifty percent (50%) of the Registrable Securities. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Prospectus" means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 2 430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. "Registrable Securities" means the Warrants and the Warrant Shares issued to the Sellers pursuant to the Merger Agreement or thereafter distributed by a Seller to a Distributee, until in the case of any such security (i) it has been effectively registered under Section 5 of the Securities Act and disposed of pursuant to an effective registration statement under the Securities Act, (ii) it has been transferred other than pursuant to Rule "4(1-1/2)" (or any similar private transfer exemption) under the Securities Act or (iii) in the opinion of counsel to such Seller, it may be transferred by a holder without registration pursuant to Rule 144 under the Securities Act or any successor rule without regard to the volume limitation contained in such rule. "Registration Statement" means the registration statement of Parent that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended from time to time, or any successor statute, and the rules and regulations of the SEC promulgated thereunder. "Shelf Registration": See Section 2(a) hereof. "Underwritten Registration" or "Underwritten Offering" means a registration in which securities of Parent are sold to or through one or more underwriters for reoffering or sale to the public. SECTION 2. SHELF REGISTRATION. (a) Parent shall file with the SEC no later than the third Business Day following the Closing (as defined in the Merger Agreement) a Registration Statement under the Securities Act relating to the Registrable Securities, which Registration Statement shall provide for the sale by the holders thereof of the Registrable Securities from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the "Shelf Registration"). 3 (b) Parent agrees to use its best efforts to cause the SEC to declare the Registration Statement to be effective as soon as possible. Parent agrees to use its best efforts to keep the Registration Statement filed pursuant to this Section 2 continuously effective and usable for the resale of Registrable Securities for a period ending on the earlier of (i) three years from the date that the SEC declares the Registration Statement to be effective (the "Effective Date") and (ii) the first date on which all the Registrable Securities covered by such Shelf Registration have been sold pursuant to such Registration Statement (the "Effectiveness Period"). SECTION 3. DEMAND REGISTRATION. (a) Subject to the terms of this Agreement, in the event that Parent receives from a Majority of Sellers at any time prior to the termination of this Agreement pursuant to Section 8(a), a written request that the Parent effect any registration on Form S-3 (or any successor form to Form S-3 regardless of its designation) for an offering of Registrable Securities, Parent will promptly give written notice of the proposed registration to all the Sellers and will, as soon as practicable, effect registration of the Registrable Securities specified in such request, together with all or such portion of the Registrable Securities of any Seller joining in such request as are specified in a written request delivered to Parent within 20 days after written notice from Parent of the proposed registration. The demand registration right granted to Sellers in this Section 3(a) may be exercised only once, and Parent shall not be obligated to take any action to effect any such registration pursuant to this Section 3(a) after such registration has been declared effective and, if underwritten, has closed. (b) If the requesting Majority of Sellers intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise Parent as a part of their request made pursuant to this Section 3, and Parent shall include such information in the written notice referred to in Section 3(a). If a Majority of Sellers so elect, such Sellers shall select one or more nationally recognized forms of investment bankers to act as the book-running managing underwriter or underwriters in connection with such offering; PROVIDED, such selection shall be subject to the consent of Parent, which consent may not be unreasonably withheld. The right of any Seller to be included in a registration pursuant to Section 3(a) shall be conditioned upon such Seller's agreement to participate in such underwriting and the inclusion of such Seller's Registrable Securities in the underwriting (unless otherwise mutually agreed by a Majority of Sellers and such Seller with respect to such participation and inclusion). (c) In the event the underwriter(s) advise the requesting Majority of Sellers in writing that factors (including, without limitation, the aggregate number of Registrable Securities requested to be registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the registration) require a limitation of the number of such Registrable Securities to be underwritten, then the requesting Majority of Sellers shall so advise all Sellers, and the number of Registrable Securities that 4 may be included in the registration and underwriting shall be allocated among all Sellers in proportion, as nearly as practicable, to the number of shares proposed to be included in such registration by such Sellers. No Registrable Securities excluded from the underwriting by reason of this Section 3(c) shall be included in such Registration Statement. (d) If any Seller of Registrable Securities, or a holder of other securities entitled to be included in such registration, disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to Parent, the underwriter(s) and the Majority of Sellers delivered at least seven days prior to the effective date of the Registration Statement. The securities so withdrawn shall also be withdrawn from the Registration Statement. SECTION 4. HOLD-BACK AGREEMENT. Each holder of Registrable Securities agrees, if such holder is requested by an underwriter in an underwritten offering for Parent (whether for the account of Parent or otherwise), not to effect any public sale or distribution of any of Parent's securities during such time period as Parent's directors are also required to refrain from any such sale or distribution. SECTION 5. REGISTRATION PROCEDURES. (a) In connection with the registration obligations of Parent pursuant to and in accordance with Sections 2 and 3 hereof (and subject to Parent's rights under this Section 5), Parent will use its reasonable best efforts to effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto Parent shall as expeditiously as possible: (i) prepare and file with the SEC such amendments (including post-effective amendments) to the Registration Statement, and such supplements to the Prospectus, as may be required by the rules, regulations or instructions applicable to the Securities Act or the rules and regulations thereunder during the applicable period in accordance with the intended methods of disposition by the sellers thereof and cause the Prospectus as so supplemented to be filed pursuant to Rule 424 under the Securities Act; (ii) notify the selling holders of Registrable Securities promptly and (if requested by any such person) confirm such notice in writing (A) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (B) of any request by the SEC for amendments or supplements to the Registration Statement or related Prospectus or for additional information regarding such holder, (C) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (D) of the receipt by Parent of any notification with respect to the suspension of the qualification or 5 exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (E) of the happening of any event or the existence of any fact that requires the making of any changes in such Registration Statement, Prospectus or document incorporated therein by reference so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement, or the lifting of any suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction in the United States; (iv) furnish to counsel for a Majority of Sellers, without charge, (i) a draft of any Prospectus, Prospectus supplement or post-effective amendment relating to the Registration Statement in advance of filing same with the SEC such that counsel will have a reasonable opportunity to review and comment on same, PROVIDED, HOWEVER, that Parent shall not be required to delay the filing of any such document with the SEC if in the opinion of counsel to Parent, such filing must be made more promptly to comply with applicable securities laws, rules and regulations, and (ii) one conformed copy of the Registration Statement as declared effective by the SEC and of each post-effective amendment thereto, in each case including financial statements and schedules and all exhibits and reports incorporated or deemed to be incorporated therein by reference; and such number of copies of the preliminary prospectus, each amended preliminary prospectus, each final Prospectus and each post-effective amendment or supplement thereto, as the selling holders may reasonably request in order to facilitate the disposition of the Registrable Securities covered by the Registration Statement in conformity with the requirements of the Securities Act; (v) prior to any public offering of Registrable Securities, register or qualify such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions in the United States as any selling holder shall reasonably request in writing; and do any and all other reasonable acts or things necessary or advisable to enable such holders to consummate the disposition in such jurisdictions of such Registrable Securities covered by the Registration Statement; PROVIDED, HOWEVER, that Parent shall in no event be required to qualify generally to do business as a foreign corporation or as a dealer in any jurisdiction where it is not at the time so qualified or to execute or file a general consent to service of process in any such jurisdiction where it has not theretofore done so or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is not then subject; (vi) except during any Delay Period, upon the occurrence of any event contemplated by paragraph 5(a)(ii)(B) or 5(a)(ii)(E) above, prepare a supplement or post-effective amendment to each Registration Statement or related Prospectus or any 6 document incorporated or deemed to be incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vii) cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange or automated dealer quotation system, if any, on which similar securities issued by Parent are then listed; and (viii) enter into an agreement with the underwriter(s) for such underwritten offering in which Parent shall provide to the underwriter(s) indemnities similar to those described in Section 7 hereof and in which Parent shall make customary representations and warranties made by issuers of equity securities to underwriter(s) in an underwritten securities offering of equity securities. (b) Parent may require each seller of Registrable Securities as to which any registration is being effected to furnish such information regarding the distribution of such Registrable Securities and as to such seller as it may from time to time reasonably request. If any such information with respect to any seller is not furnished prior to the filing of the Registration Statement, Parent may exclude such seller's Registrable Securities from such Registration Statement. (c) Each holder of Registrable Securities (including, without limitation, any Distributee) agrees by acquisition of such Registrable Securities that, upon receipt of any notice from Parent of the happening of any event of the kind described in Section 5(a)(ii)(B), 5(a)(ii)(C), 5(a)(ii)(D) or 5(a)(ii)(E) hereof or upon notice of the commencement of any Delay Period, such holder shall forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(a)(vi) hereof, or until it is advised in writing by Parent that the use of the applicable Prospectus may be resumed, and has received copies of any amended or supplemented Prospectus or any additional or supplemental filings which are incorporated, or deemed to be incorporated, by reference in such Prospectus and, if requested by Parent, such holder shall deliver to Parent (at the expense of Parent) all copies, other than permanent file copies then in such holder's possession, of the Prospectus covering such Registrable Securities at the time of receipt of such request. (d) Each holder of Registrable Securities further agrees not to utilize any material other than the applicable current Prospectus in connection with the offering of Registrable Securities pursuant to a registration. 7 (e) The foregoing notwithstanding, Parent shall have the right in its sole discretion, based on any valid business purpose (including, without limitation, to avoid the disclosure of any corporate development that Parent is not otherwise obligated to disclose or to coordinate such distribution with other shareholders that have registration rights with respect to any securities of Parent or with other distributions of Parent (whether for the account of Parent or otherwise)), to suspend the use of the Registration Statement for a reasonable length of time (a "Delay Period") and from time to time; PROVIDED, that the aggregate number of days in all Delay Periods occurring in any period of twelve consecutive months shall not exceed 60. Parent shall provide written notice to each holder of Registrable Securities covered by the Registration of the beginning and end of each Delay Period and such holders shall cease all disposition efforts with respect to Registrable Securities held by them immediately upon receipt of notice of the beginning of any Delay Period. (f) Parent may: (i) in its sole discretion, include in the Shelf Registration all of the Warrant Shares, including but not limited to the Warrant Shares underlying the Warrants to be issued to Sellers in the Merger; and/or (ii) combine any offering of the Registrable Securities with any offering of other securities of Parent (whether for the account of Parent or otherwise), PROVIDED, that (A) a Majority of Sellers shall have consented to the inclusion of such other securities, (B) the offering is pursuant to a firm commitment underwriting and the managing or principal underwriter shall have consented to the inclusion of such other securities, and (C) all Registrable Securities requested to be registered and included in the offering shall be included. SECTION 6. REGISTRATION EXPENSES. Whether or not the Registration Statement becomes effective, Parent shall pay all costs, fees and expenses incident to Parent's performance of or compliance with this Agreement, including, without limitation, (i) all registration and filing fees, (ii) fees and expenses of compliance with securities or Blue Sky laws, (iii) printing expenses (including, without limitation, expenses of printing of prospectuses if the printing of prospectuses is requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iv) fees and disbursements of counsel for Parent, and (v) fees and disbursements of all independent certified public accountants of Parent and all other Persons retained by Parent in connection with the Registration Statement. Notwithstanding the foregoing, the fees and expenses of counsel to, or any other Persons retained by, any holder of Registrable Securities, and any discounts, commissions, underwriting or advisory fees, brokers' fees or fees of similar securities industry professional (including any "qualified independent underwriter" retained for the purpose of Rule 2720(c) of the National Association of Securities Dealers, Inc.) relating to the 8 distribution of the Registrable Securities, will be payable by such holder and Parent will have no obligation to pay any such amounts. SECTION 7. INDEMNIFICATION AND CONTRIBUTION. (A) INDEMNIFICATION BY PARENT. Parent agrees to indemnify and hold harmless, to the full extent permitted by law, each Seller, its partners, officers, directors, trustees, stockholders, employees, agents, and investment advisers, and each Person who controls such Seller within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, or is under common control with, or is controlled by, such Seller, together with the partners, officers, directors, trustees, stockholders, employees, and agents of such controlling Person (collectively, the "Controlling Persons"), from and against all losses, claims, damages, liabilities, and expenses (including, without limitation, any legal or other fees and expenses reasonably incurred by any Seller or any such Controlling Person in connection with defending or investigating any action or claim in respect thereof) (collectively, the "Damages") to which such Seller, its partners, officers, directors, trustees, stockholders, employees, agents, and investment advisers, and any such Controlling Person may become subject under the Securities Act or otherwise, insofar as such Damages (or proceedings in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of material fact contained in the Registration Statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto), or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such Damages arise out of or are based upon any such untrue statement or omission based upon information relating to such Seller furnished in writing to Parent by such Seller expressly for use therein. (B) INDEMNIFICATION BY THE SELLERS. Each Seller agrees, severally and not jointly, to indemnify and hold harmless Parent, its directors, officers and each Person, if any, who controls Parent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from Parent to such Seller, but only with reference to information relating to such Seller furnished to Parent in writing by such Seller expressly for use in the Registration Statement (or any amendment or supplement thereto) or the Prospectus (or any amendment or supplement thereto) and used therein as so provided; provided, however, that such Seller shall not be obligated to provide such indemnity to the extent that such Damages result from the failure of Parent to promptly amend or take action to correct or supplement such Registration Statement or Prospectus on the basis of corrected or supplemental information 9 provided in writing by such Seller to Parent expressly for such purpose. In no event shall the liability of any Seller of Registrable Securities hereunder be greater in amount than the amount of the proceeds received by such Seller upon the sale of the Registrable Securities giving rise to such indemnification obligation. (C) INDEMNIFICATION PROCEDURES. In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or (b) above, such Person (the "indemnified party") shall promptly notify the Person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceedings and shall pay the fees and disbursements of such counsel relating to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, or (ii) the indemnifying party fails promptly to assume the defense of such proceeding or fails to employ counsel reasonably satisfactory to such indemnified party or parties, or (iii) (A) the named parties to any such proceeding (including any impleaded parties) include both such indemnified party or parties and any indemnifying party or an Affiliate of such indemnified party or parties or of any indemnifying party, (B) there may be one or more defenses available to such indemnified party or parties or such Affiliate of such indemnified party or parties that are different from or additional to those available to any indemnifying party or such Affiliate of any indemnifying party and (C) such indemnified party or parties shall have been advised by such counsel that there may exist a conflict of interest between or among such indemnified party or parties or such Affiliate of such indemnified party or parties and any indemnifying party or such Affiliate of any indemnifying party, in which case, if such indemnified party or parties notifies the indemnifying party or parties in writing that it elects to employ separate counsel of its choice at the expense of the indemnifying parties, the indemnifying parties shall not have the right to assume the defense thereof and such counsel shall be at the expense of the indemnifying parties, it being understood, however, that unless there exists a conflict among indemnified parties, the indemnifying parties shall not, in connection with any one such proceeding or separate but substantially similar or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such indemnified party or parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party or parties from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is a party, and indemnity could have been sought hereunder by such indemnified 10 party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (D) CONTRIBUTION. To the extent that the indemnification provided for in paragraph (a) or (b) of this Section 7 is unavailable to an indemnified party or insufficient in respect of any Damages, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such Damages in such proportion as is appropriate to reflect the relative fault of Parent on the one hand and the Seller on the other hand in connection with the statements or omissions that resulted in such Damages, as well as any other relevant equitable considerations. The relative fault of Parent on the one hand and of the Sellers on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by Parent or by the Sellers and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. Notwithstanding the provisions of this Section 6(d), no Seller shall be required to contribute any amount which, when added to any amounts payable by such Seller pursuant to Section 7(b), is in excess of the amount by which the total price at which the Registrable Securities of such Seller were sold exceeds the amount of any Damages which such Seller has otherwise been required to pay by reason of such untrue statement or omission. Each Seller's obligation to contribute pursuant to this Section 7(d) is several in the proportion that the sale proceeds received by such Seller bears to the total sale proceeds received by all of the Sellers and not joint. Parent and each Seller agrees that it would not be just or equitable if contribution pursuant to this Section 6(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. SECTION 8. MISCELLANEOUS. (A) RULE 144. Until such time as no Warrants remain outstanding, Parent shall comply with Rule 144(c) promulgated under the Securities Act and shall make publicly available, and available to Sellers, such information as is necessary to enable Sellers to sell Registrable Securities pursuant to Rule 144 promulgated under the Securities Act. (B) TERMINATION. This Agreement and the obligations of Parent hereunder shall terminate on the earliest of (i) the first date on which no Registrable Securities remain outstanding, and (ii) the close of business on the last day of the Effectiveness Period, PROVIDED, HOWEVER, the obligations of the parties pursuant to Sections 6, 7 and 11 8(a) hereof shall survive such termination and continue in full force and effect notwithstanding anything in this Agreement to the contrary. (C) AMENDMENTS AND WAIVERS. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless Parent has obtained the written consent of a Majority of Sellers. (D) NOTICES. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed given: when delivered personally; one Business Day after being deposited with a next-day air courier; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back if telexed and when receipt is acknowledged, if telecopied, in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like notice; PROVIDED that notices of a change of address shall be effective only upon receipt thereof): (i) if to a holder, at the most current address given by such holder to Parent in accordance with the provisions of this Section 8(c); and (ii) if to Parent, initially at 1300 PNC Center, 201 East Fifth Street, Cincinnati, Ohio 45202, Attention: Randy Michaels, Fax: (513) 621-6087, with a copy to Graydon, Head & Ritchey, 1900 Fifth Third Center, Cincinnati, Ohio 45202, Attention: John J. Kropp, Esq., Fax: (513) 651-3836. (E) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties; PROVIDED that the holders may not assign their rights hereunder except to an Affiliate of such holder or a Distributee (as defined below) and no person (other than any such Affiliate or Distributee) who acquires Registrable Securities from a holder shall have any rights hereunder. For purposes of this Agreement, the term "Distributee" shall mean any person that is a stockholder or partner of a Seller, or any person that is a stockholder or partner of a Distributee, to which Registrable Securities are transferred or distributed by such Seller or Distributee. This Agreement shall survive any transfer of Registrable Securities to a Distributee and shall inure to the benefit of such Distributee. (F) COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (G) HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 12 (H) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF OHIO WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF GOVERNING CONFLICT OF LAWS PRINCIPLES. (I) SEVERABILITY. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants, and restrictions without including any of such that may be hereafter declared invalid, illegal, void, or unenforceable. (J) ENTIRE AGREEMENT. This Agreement is intended by the parties as a final expression of their agreement and a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties, or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by Parent with respect to the Registrable Securities issued pursuant to the Merger Agreement. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. (K) CALCULATION OF TIME PERIODS. Except as otherwise indicated, all periods of time referred to herein shall include all Saturdays, Sundays and holidays; PROVIDED, that if the date to perform the act or give any notice with respect to this Agreement shall fall on a day other than a Business Day, such act or notice may be timely performed or given if performed or given on the next succeeding Business Day. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. JACOR COMMUNICATIONS, INC. By: Jon M. Berry ------------------------- Name: Jon M. Berry ----------------------- Title: Senior Vice President ------------ 13 JCAC, INC. By: Jon M. Berry ------------------------- Name: Jon M. Berry ----------------------- Title: Senior Vice President ------------ GREAT AMERICAN INSURANCE COMPANY By: Sandra W. Herman --------------------- Name: Sandra W. Herman ------------------- Title: Vice President ------------------- AMERICAN FINANCIAL CORPORATION By: James E. Evans ----------------------- Name: James E. Evans --------------------- Title: Senior Vice President ------------ AMERICAN FINANCIAL ENTERPRISES, INC. By: James E. Evans ----------------------- Name: James E. Evans --------------------- Title: Senior Vice President ------------ THE CARL H. LINDNER FOUNDATION By: Carl H. Lindner ---------------------- Name: Carl H. Lindner -------------------- Title: Trustee -------------------------- Carl H. Lindner --------------------------- CARL H. LINDNER S. Craig Lindner -------------------------- S. CRAIG LINDNER 14 EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Post-Effective Amendment No. 1 on Form S-3 to Form S-4 Registration Statement of our report dated February 12, 1996, on our audits of the consolidated financial statements and financial statement schedule of Jacor Communications, Inc. as of December 31, 1995 and 1994 and for each of the three years in the period ended December 31, 1995, which report is included in the Jacor Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 1995. We also consent to the reference to our firm under the caption "Experts." Coopers & Lybrand L.L.P. Cincinnati, Ohio September 13, 1996 EX-23.2 4 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the reference of our firm under the caption "Experts" in the Post-Effective Amendment No. 1 on Form S-3 to Form S-4 Registration Statement and related Prospectus for the registration of 4,400,000 Shares of Common Stock issuable upon the exercise of 21,618,990.5 Warrants to Purchase Common Stock, the registration of 11,772,977 Warrants to Purchase Common Stock and the registration of 2,396,090.65 shares of Common Stock underlying such Warrants of Jacor Communications, Inc., and to the incorporation by reference therein of our report dated February 23, 1996 with respect to the consolidated financial statements and financial statement schedule of Citicasters Inc. included in its Annual Report (Form 10K) for the year ended December 31, 1995 filed with the Securities and Exchange Commission. Ernst & Young LLP Cincinnati, Ohio September 12, 1996 EX-23.3 5 EXHIBIT 23.3 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Post-Effective Amendment No. 1 on Form S-3 to Form S-4 Registration Statement of Jacor Communications, Inc. of our report dated March 21, 1996 relating to the consolidated financial statements of Noble Broadcast Group, Inc. (which report includes an explanatory paragraph regarding Jacor Communications, Inc.'s agreement to purchase Noble Broadcast Group, Inc.) which appears in Jacor Communications, Inc.'s Forms S-3 (Nos. 333-01917, 333-02475 and 333-02495). We also consent to the references to us under the headings "Experts" and "Selected Historical Financial Data" in such Prospectus. However, it should be noted that Price Waterhouse LLP has not prepared or certified such "Selected Historical Financial Data." PRICE WATERHOUSE LLP San Diego, California September 16, 1996 -----END PRIVACY-ENHANCED MESSAGE-----