-----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, WWrqksXnSCduJiK/JxpC31Usu+t4omNdPOR94ShBwGLTqvn5jOiEpTnFnjYcMRvh l6bRR7WEtjCJ8Uf81EBxZA== 0000912057-96-020948.txt : 19960924 0000912057-96-020948.hdr.sgml : 19960924 ACCESSION NUMBER: 0000912057-96-020948 CONFORMED SUBMISSION TYPE: 8-B12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960923 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITICASTERS INC CENTRAL INDEX KEY: 0000317833 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 592054850 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-B12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-07561 FILM NUMBER: 96633397 BUSINESS ADDRESS: STREET 1: ONE EAST FOURTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5135792177 FORMER COMPANY: FORMER CONFORMED NAME: GREAT AMERICAN COMMUNICATIONS CO DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FMI FINANCIAL CORP/FL DATE OF NAME CHANGE: 19871020 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 CITICASTERS INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Florida 59-2054850 - ------------------------------- --------------------------------------- (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: $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 Florida on June 18, 1980. The Registrant's fiscal year-end is the twelve-month period ending December 31 of each year. ITEM 2. TRANSACTION OF SUCCESSION. JCAC, Inc., incorporated and existing under the Business Corporation Act of the State of Florida, had securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 at the time of succession. JCAC, Inc. was a wholly owned subsidiary of Jacor Communications, Inc., then incorporated under the General Corporation Law of the State of Ohio ("Acquiror"). JCAC, Inc. was created to facilitate the acquisition of Registrant by the Acquiror. Pursuant to a Plan and Agreement of Merger ("Merger Agreement"), the Registrant and JCAC, Inc. were merged into a single corporation on September 18, 1996, with the Registrant continuing as the surviving corporation and as a wholly owned subsidiary of the Acquiror. Under the terms of the Merger Agreement, Registrant possesses all the property, rights, privileges, powers and franchises, and is subject to all of the debts, liabilities and duties of JCAC, Inc., and all securities outstanding of JCAC, Inc. were converted into securities outstanding of the Registrant. ITEM 3. SECURITIES TO BE REGISTERED. The Registrant has issued $100,000,000 in 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 $100,000,000 10 1/8% Senior Subordinated Notes due 2006, JCAC, Inc.'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 Acquiror'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. 2 Plan and Agreement of Merger dated February 12, 1996 between JCAC, Inc., Acquiror, and the Registrant. Incorporated by reference to Annex I to the Acquiror's Form S-4 Registration Statement dated June 24, 1996 (333-06639), as amended. 3 Registrant's Articles of Incorporation. Incorporated by reference to Exhibit 3.1 to Acquiror's and JCAC, Inc.'s Form S-3 Registration Statement dated April 12, 1996 (333-02475), as amended. 4 Registrant's Bylaws. Incorporated by reference to Exhibit 3.2 to Acquiror's and JCAC, Inc.'s Form S-3 Registration Statement dated April 12, 1996 (333-02475), 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 Citicasters Inc. By: /s/ R. CHRISTOPHER WEBER Printed Name: R. Christopher Weber Title: Senior Vice President, Chief Financial Officer, and Secretary -----END PRIVACY-ENHANCED MESSAGE-----