-----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, GiTfocLo3sqoQt+CJnCYQJsHjSPLc0N+W/D1UO4wGwL6Ci1nx7K2gAu1ElsgYq8A esHNVIdCKl1z0uAeXsjAvA== 0000912057-96-020949.txt : 19960924 0000912057-96-020949.hdr.sgml : 19960924 ACCESSION NUMBER: 0000912057-96-020949 CONFORMED SUBMISSION TYPE: 8-B12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960923 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-B12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-12404 FILM NUMBER: 96633398 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 E FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 8-B12G 1 FORM 8-B AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1996 - -------------------------------------------------------------------------------- FORM 8-B SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS Filed 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) Delaware 31-1469889 - ------------------------------- --------------------------------------- (State or other Jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 1300 PNC Center 45202 201 East Fifth Street ------------------- 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 ------------------- ------------------------------ Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value -------------------------------- (Title of Class) Common Stock Purchase Warrants ----------------------------------- (Title of Class) $259,900,000 Liquid Yield Option Notes due 2011 --------------------------------------------------- (Title of Class) Guarantee of JCAC, Inc. $100,000,000 10 1/8% Senior Subordinated Notes due 2006 - -------------------------------------------------------------------------------- (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. GENERAL INFORMATION. The Registrant was incorporated under the laws of Delaware on July 19, 1996. The Registrant's fiscal year-end is the twelve-month period ending December 31 of each year. ITEM 2. TRANSACTION OF SUCCESSION. The predecessor corporation, Jacor Communications, Inc., incorporated and existing under the General Corporation Law of the State of Ohio ("Predecessor"), had securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 at the time of succession. Pursuant to a Plan and Agreement of Merger ("Merger Agreement"), the Registrant and Predecessor effected a merger on September 18, 1996, for the purpose of changing the state of incorporation from Ohio to Delaware. The Registrant was a wholly-owned subsidiary of Predecessor, incorporated and existing under the General Corporation Law of the State of Delaware under the name "New Jacor, Inc." Pursuant to the Merger Agreement, Predecessor and New Jacor, Inc. were merged into a single corporation with New Jacor, Inc. surviving the merger and changing its name to "Jacor Communications, Inc.," a corporation governed by the General Corporation Law of the State of Delaware. The Registrant possesses all the property, rights, privileges, powers and franchises, and is subject to all of the debts, liabilities and duties of Predecessor. Upon consummation of the merger, each outstanding share of Predecessor Common Stock was converted into one share of Common Stock of the Registrant. All other securities outstanding of Predecessor were also converted into securities outstanding of the Registrant. ITEM 3. SECURITIES TO BE REGISTERED. The Registrant has authorized 100,000,000 shares of Common Stock, $.01 par value, of which 31,242,758 shares were issued and outstanding as of September 12, 1996. The Registrant has authorized and issued 21,618,990.5 Common Stock Purchase Warrants. The Registrant has issued $259,900,000 in Liquid Yield Option Notes due 2011 and has guaranteed $100,000,000 in JCAC, Inc. 10 1/8% Senior Subordinated Notes due 2006. None of these securities are held by or for the account of the Registrant. ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. With respect to the Common Stock, $.01 par value, and the Common Stock Purchase Warrants, Predecessor's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on June 24, 1996 (333-06639), together with all amendments thereto, now or hereafter filed, is hereby incorporated by reference into this Form 8-B. With respect to the $259,900,000 Liquid Yield Option Notes due 2011, Predecessor's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on April 12, 1996 (333-02495), together with all amendments thereto, now or hereafter filed, is hereby incorporated by reference into this Form 8-B. With respect to the Guarantee of the $100,000,000 in JCAC, Inc. 10 1/8% Senior Subordinated Notes due 2006, Predecessor's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on April 12, 1996 (333-02475), together with all amendments thereto, now or hereafter filed, is hereby incorporated by reference into this Form 8-B. ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS. Pursuant to Part (a) of the Instructions as to Financial Statements, no financial statements are required to be filed with this Form 8-B. Listed below are the exhibits filed as part of this Form 8-B: Exhibit Number Description of Exhibit - ------- ---------------------- 1 Predecessor's Form S-4 Registration Statement dated June 24, 1996 (333-06639), as amended, is hereby incorporated herein by this reference. 2 Predecessor's Form S-3 Registration Statement dated April 12, 1996 (333-02495), as amended, is hereby incorporated herein by this reference. 3 Predecessor's and JCAC, Inc.'s Form S-3 Registration Statement dated April 12, 1996 (333-02475), as amended, is hereby incorporated herein by this reference. 4 Plan and Agreement of Merger dated September 18, 1996 between Predecessor and the Registrant. Incorporated by reference to Annex VII to the Predecessor's Form S-4 Registration Statement dated June 24, 1996 (333-06639), as amended. 5 Registrant's Certificate of Incorporation. Incorporated by reference to Exhibit A to Annex VII to the Predecessor's Form S-4 Registration Statement dated June 24, 1996 (333-06639), as amended. 6 Registrant's Bylaws. Incorporated by reference to Exhibit B to Annex VII to the Predecessor's Form S-4 Registration Statement dated June 24, 1996 (333-06639), as amended. 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: September 23, 1996 Jacor Communications, Inc. By: /s/ R. CHRISTOPHER WEBER Printed Name: R. Christopher Weber Title: Senior Vice President, Chief Financial Officer, and Secretary -----END PRIVACY-ENHANCED MESSAGE-----