-----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, VfJ1LDIk8cd8BCxDSVXhhK9x/wZ9FhcAUIYK0rUgf7Q4WEOR95LHvya3hLA2LFU5 As8cw9lKYWWmNLDucIYuvw== 0001047469-99-016536.txt : 19990428 0001047469-99-016536.hdr.sgml : 19990428 ACCESSION NUMBER: 0001047469-99-016536 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: 333-26125 FILM NUMBER: 99601807 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. 333-26125 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 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) 651-3836 (Fax) APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: The merger of PRN Holding Acquisition Corp., a wholly-owned subsidiary of Jacor Communications Company ("JCC"), a wholly-owned subsidiary of Jacor Communications, Inc. ("Jacor"), with and into Premiere Radio Networks, Inc. ("Premiere") was consummated on June 12, 1997. Jacor is hereby amending this Registration Statement to deregister 280,114 shares of common stock which were registered in connection with the acquisition of Premiere by Jacor, but which were never issued. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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(d) 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. / / This Post-Effective Amendment No. 1 to Registration Statement on Form S-4 (Reg. No. 333-26125) shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933. DEREGISTRATION OF SECURITIES In accordance with the undertaking of Jacor Communications, Inc. ("Jacor"), set forth in that certain registration statement on Form S-4 (File No. 333-26125), declared effective on May 12, 1997 (the "Registration Statement"), Jacor is filing this Post-Effective Amendment No. 1 to deregister an aggregate of 280,114 shares of its common stock (the "Common Stock") previously registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement, issuable to the shareholders of Premiere Radio Networks, Inc. ("Premiere") in connection with the merger of PRN Holding Acquisition Corp., a wholly-owned subsidiary of Jacor Communications Company ("JCC"), a wholly owned subsidiary of Jacor, with and into Premiere (the "Merger"). Pursuant to the Registration Statement, 2,000,000 shares of Common Stock were registered. Upon the consummation of the Merger, Jacor issued a total of 1,416,886 shares of Common Stock to the shareholders of Premiere. An additional 303,000 shares of Jacor's Common Stock were reserved for issuance pursuant to option agreements with certain members of Premiere's management. Therefore, in accordance with the undertaking mentioned above, Jacor hereby deregisters the remaining 280,114 shares of Common Stock which were previously registered pursuant to the Registration Statement but which were never issued. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement No. 333-26125 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on April 26, 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. 1 to Registration Statement No. 333-26125 has been signed by the following persons in the capacities 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 26, 1999 /s/ Sheli Z. Rosenberg* April 26, 1999 /s/ Mary Agnes Wilderotter* ---------------------------- ---------------------------- 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 26, 1999 /s/ Peter C. B. Bynoe* 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-----