SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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
On November 13, 1997, Jacor Communications, Inc. ("JCI") and its
subsidiaries (together with JCI, the "Company") filed a registration
statement (File No. 333-40127) with the Securities and Exchange Commission
(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.
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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.
5.3 Opinion of Graydon, Head & Ritchey dated February 3, 1998 relating to the
JCI Common Stock.
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.
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.
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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 4, 1998 By: /s/ Jon M. Berry
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Jon M. Berry, Senior Vice President
and Treasurer
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