-----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, WcHS4SmYcGRTFmkLsTR67LAcUaQGuVf6Wi7jSNFUaMSrO+vyDxDCexXvP6GRdTj3 kraeR29LNX3rz2FLdHELhw== 0001047469-98-007049.txt : 19980223 0001047469-98-007049.hdr.sgml : 19980223 ACCESSION NUMBER: 0001047469-98-007049 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980203 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980220 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-12404 FILM NUMBER: 98546029 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 EAST RIVERCENTER BLVD 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 8-K/A 1 FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K(A) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report: February 3, 1998 JACOR COMMUNICATIONS, INC. DELAWARE (State or Other Jurisdiction of Incorporation) 0-12404 31-0978313 (Commission File No.) (IRS Employer Identification No.) 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 (606) 655-2267 Item 5. Other Events This amendment is being filed to revise certain exhibits to the Form 8-K filed by Jacor Communications, Inc. ("JCI") with the Securities and Exchange Commission (the "Commission") on February 4, 1998 to update several opinion letters to include those securities issued pursuant to the underwriter over allotment options as described herein. The information below remains unchanged. On November 13, 1997, JCI and its subsidiaries (together with JCI, the "Company") filed a registration statement (File No. 333-40127) with the Commission relating to the public offering, pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Act"), of up to $500.0 million of equity and debt securities of the Company (the "Omnibus Shelf Registration Statement"). On November 26, 1997, the Commission declared the Omnibus Shelf Registration Statement, as amended, effective. On January 20, 1998, the Company filed a post-effective amendment (the "Post-Effective Amendment") with the Commission relating to the Omnibus Shelf Registration Statement. On January 23, 1998, the Commission declared the Post-Effective Amendment effective. On February 4, 1998, the Company filed an abbreviated registration statement on Form S-3 with the Commission pursuant to Rule 462(b) under the Act, registering an additional 845,586 shares of JCI's common stock, $.01 par value (the "Common Stock") for sale pursuant to the Omnibus Shelf Registration Statement. (The definitive prospectus contained in the Omnibus Shelf Registration Statement (which includes the prospectus incorporated by reference into the abbreviated registration statement) is herein referred to as the "Prospectus.") On February 4, 1998, the Company filed with the Commission, pursuant to Rule 424(b) under the Act, definitive supplements to the Prospectus dated January 21, 1998 (the "Prospectus Supplements") relating to (1) the offer for sale by Jacor Communications Company, a wholly owned subsidiary of JCI, of Senior Subordinated Notes due 2010 in the aggregate principal amount of $120,000,000, (2) the offer and sale by JCI of $383,573,000 aggregate principal amount at maturity of Liquid Yield Option-TM- Notes due 2018 with gross proceeds of $150,000,000 (together with an underwriter's over-allotment option to purchase up to an additional $43,344,000 aggregate principal amount at maturity of the Liquid Yield Option-TM- Notes due 2018 offered), and (3) the offer for sale by JCI of 4,560,000 shares of JCI Common Stock (together with an additional 513,000 shares subject to an underwriters' over allotment option). In connection with the filing of the Prospectus Supplements with the Commission, the Company is filing certain exhibits as part of this Form 8-K. See "Item 7. Financial Statements and Exhibits." - -TM-Trademark of Merrill Lynch & Co. Item 7. Financial Statements and Exhibits (c) Exhibits 1.1 Underwriting Agreement dated February 3, 1998 among the Company, Donaldson, Lufkin & Jenrette Securities Corporation and Chase Securities Inc. relating to the Senior Subordinated Notes due 2010.* 2 1.2 Purchase Agreement dated February 3, 1998 between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated relating to the Liquid Yield Option-TM- Notes due 2018.* 1.3 Underwriting Agreement dated February 3, 1998 among the Company, Donaldson, Lufkin & Jenrette Securities Corporation and the other underwriters named therein relating to JCI Common Stock.* 3.1 Bylaws of Jacor Communications, Inc. (as amended through May 28, 1997).* 5.1 Opinion of Graydon, Head & Ritchey dated February 3, 1998 relating to the Senior Subordinated Notes due 2010.* 5.2 Opinion of Graydon, Head & Ritchey dated February 3, 1998 relating to the Liquid Yield Option-TM- Notes due 2018, as amended. 5.3 Opinion of Graydon, Head & Ritchey dated February 3, 1998 relating to the JCI Common Stock, as amended. 8.1 Opinion of Graydon, Head & Ritchey dated February 3, 1998 relating to tax matters in connection with the Liquid Yield Option-TM- Notes due 2018, as amended. 23.1 Consent of Coopers & Lybrand L.L.P.* 23.2 Consent of Ernst & Young LLP.* 23.3 Consent of William T. Ogden, Inc.* 23.4 Consent of KMPG Peat Marwick LLP.* 23.5 Consents of Graydon, Head & Ritchey (included in Exhibits 5.1*, 5.2, 5.3 and 8.1). 99.1 Press Release dated January 21, 1998.* 99.2 Press Release dated February 4, 1998.* *Previously filed. 3 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. JACOR COMMUNICATIONS, INC. February 20, 1998 By: /s/ Jon M. Berry ---------------------------------------- Jon M. Berry, Senior Vice President and Treasurer 4 EX-5.2 2 EXHIBIT 5.2 EXHIBIT 5.2 GRAYDON, HEAD & RITCHEY 1900 FIFTH THIRD CENTER CINCINNATI, OHIO 45202 February 3, 1998 Jacor Communications, Inc. 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 Re: Issuance of $383,573,000 Aggregate Principal Amount at Maturity of Liquid Yield Option Notes due 2018 (the "LYONs") of Jacor Communications, Inc. with gross proceeds of $150,000,000 and an additional $43,344,000 Aggregate Principal Amount at Maturity of LYONs with gross proceeds of $16,950,000 upon Exercise of the Underwriters' Over Allotment Option Pursuant to Registration Statement on Form S-3 (File No. 333-40127) Filed with the Securities and Exchange Commission Gentlemen: We have acted as counsel to Jacor Communications, Inc., a Delaware corporation ("Company"), in connection with the issuance by the Company of the LYONs pursuant to the public offerings of such LYONs, and the underlying shares of the Company's common stock, $.01 par value, as may be required for issuance upon conversion of the LYONs (the "Conversion Shares), as set forth in the Registration Statement on Form S-3 (File No. 333-40127), as amended (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission. As counsel for the Company we have made such legal and factual examinations and inquiries as we deem advisable for the purpose of rendering this opinion. In addition, we have examined such documents and materials, including the Certificate of Incorporation, as amended, By-laws, as amended, and other corporate records of the Company, as we have deemed necessary for the purpose of this opinion. On the basis of the foregoing, we express the following opinions: Jacor Communications, Inc. Page 2 February 3, 1998 (i) the LYONs, when authenticated in accordance with the terms of the indenture (the "Indenture") to be entered into between the Company and the Bank of New York, as trustee, a copy of which is filed as an exhibit to the Registration Statement, and delivered and paid for as contemplated by the Registration Statement, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms and entitled to the benefits of the indenture, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditor's rights and remedies generally and to the general principles if equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except to the extent that a waiver of rights under any usury laws may be unenforceable. (ii) the Conversion Shares initially issuable upon conversion of the LYONs have been duly authorized and reserved for issuance upon conversion of the LYONs, are free of preemptive rights, and, when issued upon conversion of the LYONs in accordance with the terms of the Indenture, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as part of the above-referenced Registration Statement and amendments thereto and to the reference to our firm in the related Prospectus Supplement dated February 3, 1998 under the caption "Legal Matters." Very truly yours, GRAYDON, HEAD & RITCHEY By: /s/ Richard G. Schmalzl ---------------------------------- Richard G. Schmalzl, Partner EX-5.3 3 EXHIBIT 5.3 EXHIBIT 5.3 GRAYDON, HEAD & RITCHEY 1900 FIFTH THIRD CENTER CINCINNATI, OHIO 45202 February 3, 1998 Jacor Communications, Inc. 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 Re: Issuance of 4,560,000 Shares of Common Stock of Jacor Communications, Inc. and an additional 513,000 shares of Common Stock upon Exercise of the Underwriters' Over Allotment Option Pursuant to Registration Statements on Form S-3 (File Nos. 333-40127 and 333-45559) Filed with the Securities and Exchange Commission Gentlemen: We have acted as counsel to Jacor Communications, Inc., a Delaware corporation ("Company"), in connection with the issuance of 4,560,000 shares of common stock, par value $.01 per share (the "Common Stock") and an additional 513,000 shares of Common Stock upon Exercise of the Underwriters' Over Allotment Option pursuant to the public offerings of such shares, as set forth in the Registration Statements on Form S-3 (File Nos. 333-40127 and 333-45559), as amended (the "Registration Statements"), filed by the Company with the Securities and Exchange Commission. As counsel for the Company we have made such legal and factual examinations and inquiries as we deem advisable for the purpose of rendering this opinion. In addition, we have examined such documents and materials, including the Certificate of Incorporation, as amended, By-laws, as amended, and other corporate records of the Company, as we have deemed necessary for the purpose of this opinion. On the basis of the foregoing, we express the opinion that the 5,073,000 shares of Common Stock of the Company registered for issuance pursuant to the Registration Statements have been duly authorized for issuance and sale as contemplated by the Registration Statements, are free of preemptive rights and, when issued and delivered by the Company as contemplated by the Jacor Communications, Inc. Page 2 February 3, 1998 Registration Statements against payment of the consideration set forth therein, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as part of the above-referenced Registration Statements and amendments thereto and to the reference to our firm in the related Prospectus Supplement dated February 3, 1998 under the caption "Legal Matters." Very truly yours, GRAYDON, HEAD & RITCHEY By: /s/ Richard G. Schmalzl -------------------------------- Richard G. Schmalzl, Partner EX-8.1 4 EXHIBIT 8.1 EXHIBIT 8.1 GRAYDON, HEAD & RITCHEY 1900 FIFTH THIRD CENTER CINCINNATI, OHIO 45202 February 3, 1998 Jacor Communications, Inc. 50 E. RiverCenter Blvd. 12th Floor Covington, KY 41011 RE: REGISTRATION STATEMENT ON FORM S-3 Ladies and Gentlemen: We are acting as your counsel in connection with the registration under the Securities Act of 1933, as amended, of $383,573,000 aggregate principal amount at maturity of Liquid Yield Option-TM- Notes due 2018 (the "LYONS") of Jacor Communications, Inc. (the "Company") with gross proceeds to Jacor of $150,000,000 and an additional $43,344,000 aggregate principal amount at maturity of LYONs with gross proceeds to Jacor of $16,950,000 upon exercise of the underwriters' over allotment option. In that capacity, we have examined the Registration Statement on Form S-3 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission in connection with the proposed public offering of the LYONS. We hereby confirm our opinion set forth in the Prospectus Supplement dated February 3, 1998 in the second full paragraph under the caption "Certain United States Federal Income Tax Considerations." Furthermore, we are of the opinion that the section in such Prospectus Supplement under the caption "Certain United States Federal Income Tax Considerations," while not purporting to discuss all tax matters relating to the LYONS, sets forth the material federal income tax consequences of the LYONS, subject to the qualifications set forth therein. The foregoing is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations (including proposed Treasury Regulations) promulgated thereunder, rulings, official pronouncements and judicial decisions, all as in effect on the date hereof and all of which are subject to change or different interpretations by the Internal Revenue Service or the courts. Jacor Communications, Inc. February 3, 1998 Page 2 We consent to the use of this opinion as an exhibit to the Registration Statement and to the references to this firm in the Prospectus Supplement which forms a part thereof. Very truly yours, GRAYDON, HEAD & RITCHEY By: /s/ Henry G. Alexander, Jr ----------------------------- Henry G. Alexander, Jr. -----END PRIVACY-ENHANCED MESSAGE-----