-----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, PfxeD6v9YebeaCSoVvlUdp0oP3Ab/cYY30zZYuL+atWyW+WDoMJZHxMpWYOnbDrW kFxh8xZ3G75hD1eWdW0LMA== 0000912057-96-012918.txt : 19960625 0000912057-96-012918.hdr.sgml : 19960625 ACCESSION NUMBER: 0000912057-96-012918 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960624 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: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-12404 FILM NUMBER: 96584288 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 E FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 8-A12G 1 FORM 8-A As filed with the Securities and Exchange Commission on June 24, 1996 Registration No. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 JACOR COMMUNICATIONS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) OHIO 31-0978313 - ---------------------------------------- --------------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification Number) 1300 PNC CENTER 201 EAST FIFTH STREET 45202 CINCINNATI, OHIO ---------- - --------------------------------------- (Zip Code) (Address of principal executive offices) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered NONE NONE ------------------- ------------------------------ If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK PURCHASE WARRANTS ------------------------------ (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The description of the securities contained in Jacor Communications, Inc.'s Registration Statement on Form S-4 filed with the Securities and Exchange Commission simultaneously herewith on June 24, 1996, together with all amendments thereto, now or hereafter filed, is hereby incorporated by reference into this registration statement. ITEM 2. EXHIBITS. I. Listed below are the exhibits filed as a part of this registration statement: 1. Agreement and Plan of Merger dated February 12, 1996 (the "Merger Agreement") among Citicasters Inc., the Registrant and JCAC, Inc. Incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated February 27, 1996. 2. Stockholders Agreement dated February 12, 1996 among the Registrant, JCAC, Inc., 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 the Registrant's Current Report on Form 8-K dated February 27, 1996. 3. Form of Warrant Agreement (the "Warrant Agreement") between the Registrant 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 the Registrant's Current Report on Form 8-K dated February 27, 1996. 4. Form of Common Stock Purchase Warrants (attached as Exhibit A to the Warrant Agreement). Incorporated by reference to Exhibit 2.7 to the Registrant's Current Report on Form 8-K dated February 27, 1996. 5. The Registrant's Amended and Restated Articles of Incorporation. Incorporated by reference to Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q dated August 10, 1995. 6. The Registrant's Amended and Restated Code of Regulations. Incorporated by reference to Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q dated July 29, 1994. II. Not applicable. -2- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: June 21, 1996 Jacor Communications, Inc. By: /s/ Jon M. Berry ---------------------------- Name: Jon M. Berry Title: Senior Vice President and Treasurer -3- -----END PRIVACY-ENHANCED MESSAGE-----