-----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, N69seDrEZFGBEX+c1lEcdC21ubrF88CwiO7cg6c8JZL2x2o7FkMUeVJBrZbvFpi4 1V7XowV3+O+DqfumjF1w6g== 0001047469-99-016538.txt : 19990428 0001047469-99-016538.hdr.sgml : 19990428 ACCESSION NUMBER: 0001047469-99-016538 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOR COMMUNICATIONS INC CENTRAL INDEX KEY: 0000702808 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 310978313 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 033-53612 FILM NUMBER: 99601811 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 EAST RIVERCENTER BLVD 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 POS AM 1 POS AM AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 1999 REGISTRATION NO. 33-53612 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 5 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 4832 31-0978313 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.)
-------------------------- 50 EAST RIVERCENTER BOULEVARD 12TH FLOOR COVINGTON, KENTUCKY 41011 (606) 655-2267 (Address, including Zip Code, and telephone number, including area code, of registrant's principal executive offices) R. CHRISTOPHER WEBER JACOR COMMUNICATIONS, INC. 50 EAST RIVERCENTER BOULEVARD 12TH FLOOR COVINGTON, KENTUCKY 41011 (606) 655-2267 (Name, address, including Zip Code, and telephone number, including area code, of agent for service) -------------------------- COPIES OF COMMUNICATIONS TO: RICHARD G. SCHMALZL, ESQ. DOUGLAS D. ROBERTS, ESQ. GRAYDON, HEAD & RITCHEY 1900 FIFTH THIRD CENTER 511 WALNUT STREET CINCINNATI, OHIO 45202 (513) 621-6464 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: The Registrant is hereby amending this Registration Statement to deregister 257,601 shares of common stock which were issuable upon exercise of certain warrants and previously registered under this Registration Statement. 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 interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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 No. 5 on Form S-3 to Form S-4 (Reg. No. 33-53612) shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933. This Post-Effective Amendment No. 5 amends Registration Statement No. 33-53612 last amended on June 28, 1993 (the "Registration Statement") and is being filed to deregister a total of 257,601 shares of common stock (the "Common Stock") previously registered under the Registration Statement. Pursuant to the Registration Statement, 2,014,234 shares of Common Stock issuable upon the exercise of certain warrants (the "Warrants") were registered. On June 12, 1996, pursuant to the terms of the Warrants, all Warrants which had not been exercised were converted into the right to receive the fair market value of the Warrants whereupon the Warrants ceased to be exercisable. This Post-Effective Amendment hereby deregisters the 257,601 shares of Common Stock underlying the unexercised Warrants. 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 Post-Effective Amendment No. 5 to Registration Statement No. 33-53612 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on the 26th day of April 1999. JACOR COMMUNICATIONS, INC. By: /s/ R. Christopher Weber -------------------------------- R. Christopher Weber Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 5 to Registration Statement No. 33-53612 has been signed by the following persons in the capacities indicated and on the dates indicated. April 26, 1999 /s/ Randy Michaels* April 26, 1999 /s/ Rod F. Dammeyer* ------------------------------- ------------------------------- Randy Michaels, Chief Rod F. Dammeyer, Director Executive Officer and Director April 26, 1999 /s/ Robert L. Lawrence* April 26, 1999 /s/ F. Philip Handy* ------------------------------- ------------------------------- Robert L. Lawrence, President, F. Philip Handy, Director Chief Operating Officer and Director April 26, 1999 /s/ Samuel Zell* April 26, 1999 /s/ Marc Lasry* ------------------------------- ------------------------------- Samuel Zell, Chairman of the Marc Lasry, Director Board and Director April __, 1999 April __, 1999 ------------------------------- ------------------------------- Sheli Z. Rosenberg, Vice Mary Agnes Wilderotter, Chairman and Director Director April 26, 1999 /s/ John W. Alexander* April 26, 1999 /s/ R. Christopher Weber ------------------------------- ------------------------------- John W. Alexander, Director R. Christopher Weber, Senior Vice President and Chief Financial April __, 1999 Officer (Principal Accounting and ------------------------------- Financial Officer) Peter C. B. Bynoe, Director
*By: /s/ Jon M. Berry ------------------------ Jon M. Berry As attorney-in-fact, pursuant to a power of attorney previously filed. -----END PRIVACY-ENHANCED MESSAGE-----