PROSPECTUS
DECEMBER 12, 1996
                                  $170,000,000
 
                          JACOR COMMUNICATIONS COMPANY
                                 GUARANTEED BY
 
                                     [LOGO]
 
                   9 3/4% SENIOR SUBORDINATED NOTES DUE 2006
 
    The   Senior  Subordinated  Notes  (the  "Notes")  are  being  offered  (the
"Offering") by Jacor Communications Company  ("JCC"), a wholly owned  subsidiary
of  Jacor  Communications,  Inc.  ("Jacor").  The  Notes  are  being  offered in
connection with the  Pending Transactions  (as defined  herein) and  to repay  a
portion  of the outstanding  indebtedness under the  Credit Facility (as defined
herein). Consummation of the Offering is not contingent upon consummation of any
of the Pending Transactions.
 
    The Notes will mature on December 15, 2006. Interest on the Notes is payable
semi-annually on June 15 and December 15 of each year, commencing June 15, 1997.
JCC will  not be  required to  make  any mandatory  redemption or  sinking  fund
payment  with  respect  to  the  Notes prior  to  maturity.  The  Notes  will be
redeemable at the option of JCC,  in whole or in part,  at any time on or  after
December  15, 2001 at  the redemption prices  set forth herein  plus accrued and
unpaid interest, if any, to the date of redemption. In the event of a Change  of
Control (as defined herein), JCC will be required to make an offer to repurchase
the  Notes, at a price equal to  101% of the aggregate principal amount thereof,
plus accrued  and  unpaid interest,  if  any, to  the  date of  repurchase.  See
"Description  of Notes--Certain Covenants--Repurchase of  Notes at the Option of
the Holder Upon a Change of Control."
 
    The Notes  will be  general unsecured  obligations of  JCC, subordinated  in
right  of payment to all  Senior Debt (as defined  herein) of JCC, including the
Credit Facility. As  of September  30, 1996,  JCC had  outstanding an  aggregate
principal  amount of $400.0 million  of Senior Debt. On a  pro forma basis as of
September 30, 1996 after giving effect  to this Offering and the application  of
the  net proceeds  therefrom and  the Citicasters  Put (as  defined herein), the
aggregate principal amount of Senior Debt of JCC would have been $400.0 million.
All subsidiaries  of  JCC (other  than  the Excluded  Subsidiaries,  as  defined
herein),  will become Subsidiary Guarantors (each as defined herein) if required
by the  indenture governing  the Notes.  See "Description  of Notes  --  Certain
Covenants  --  Subsidiary  Guarantors" and  "Description  of  Other Indebtedness
- --Credit Facility," "-- The 9 3/4% Notes" and "--The 10 1/8% Notes."
 
    The  Notes  will  be  fully  and  unconditionally  guaranteed  on  a  senior
subordinated  basis  by  Jacor  and the  Subsidiary  Guarantors  (the Subsidiary
Guarantors, together with Jacor, the  "Guarantors") (limited only to the  extent
necessary  to avoid each such guarantee being considered a fraudulent conveyance
under applicable  law) on  a joint  and several  basis (the  "Guarantees").  The
Guarantees will be general unsecured obligations of the Guarantors.
 
    SEE  "RISK FACTORS" BEGINNING ON  PAGE 9 FOR A  DISCUSSION OF THE RISKS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES  AND
   EXCHANGE  COMMISSION  OR ANY  STATE SECURITIES  COMMISSION NOR  HAS THE
      SECURITIES  AND  EXCHANGE  COMMISSION  OR  ANY  STATE   SECURITIES
        COMMISSION  PASSED UPON  THE ACCURACY  OR ADEQUACY  OF THIS
             PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                                        CRIMINAL OFFENSE.
 


- --------------------------------------------------------------------------------------------
                                                             UNDERWRITING
                                            PRICE TO THE     DISCOUNTS AND      PROCEEDS
                                              PUBLIC(1)     COMMISSIONS(2)      TO JCC(3)
- --------------------------------------------------------------------------------------------
                                                                    
Per Note.................................      100.00%           2.80%           97.20%
Total....................................   $170,000,000      $4,760,000      $165,240,000
- --------------------------------------------------------------------------------------------

 
(1) PLUS ACCRUED INTEREST, IF ANY, FROM THE DATE OF ISSUANCE.
(2) JCC AND THE  GUARANTORS HAVE AGREED TO  INDEMNIFY THE UNDERWRITERS  AGAINST,
    AND  TO PROVIDE CONTRIBUTION WITH RESPECT TO, CERTAIN LIABILITIES, INCLUDING
    LIABILITIES  UNDER   THE   SECURITIES  ACT   OF   1933,  AS   AMENDED.   SEE
    "UNDERWRITING."
 
(3) BEFORE DEDUCTING EXPENSES PAYABLE BY JCC ESTIMATED AT $655,000.
 
    The  Notes are offered by the Underwriters  when, as and if delivered to and
accepted by  the  Underwriters and  subject  to various  prior  conditions.  The
Underwriters  have reserved  the right  to withdraw,  cancel or  modify any such
offer and to reject orders in whole or in part. It is expected that delivery  of
the  Notes will be made in New York, New  York on or about December 17, 1996, to
investors in  book-entry form  through the  facilities of  The Depositary  Trust
Company against payment therefor in immediately available funds.
 
DONALDSON, LUFKIN & JENRETTE                                 MERRILL LYNCH & CO.
        SECURITIES CORPORATION

    The inside front cover consists of a map of the United States indicating the
cities  in which the Company  (as defined herein) will  own and/or operate radio
and television stations.  The map also  indicates the number  of stations  owned
and/or operated by the Company in each city and the 1995 radio revenue rank, all
as shown in the table contained in the Prospectus Summary.
 
IN  CONNECTION WITH  THIS OFFERING,  THE UNDERWRITERS  MAY OVER-ALLOT  OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE  MARKET PRICE OF THE NOTES AND  THE
10  1/8% NOTES (AS DEFINED  HEREIN) AT A LEVEL  ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE  DISCONTINUED
AT ANY TIME.
 
                                       2

                               PROSPECTUS SUMMARY
 
    THE  FOLLOWING SUMMARY  IS QUALIFIED  IN ITS  ENTIRETY BY  THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS APPEARING ELSEWHERE IN THIS PROSPECTUS  AND
IN  THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE. UNLESS THE CONTEXT OTHERWISE
REQUIRES, THE TERM  (I) "JACOR"  REFERS TO  JACOR COMMUNICATIONS,  INC. AND  ITS
SUBSIDIARIES,  INCLUDING  JCC, AND  THEIR  COMBINED OPERATIONS  ON  A HISTORICAL
BASIS; AND (II) "COMPANY" REFERS TO JACOR AND THE ENTITIES AND RADIO STATIONS TO
BE OWNED BY  JACOR ON  A COMBINED BASIS  ASSUMING THE  PENDING TRANSACTIONS  ARE
CONSUMMATED AS CURRENTLY SET FORTH IN THE RESPECTIVE TRANSACTION AGREEMENTS. JCC
WAS  FORMERLY KNOWN  AS CITICASTERS INC.  ("CITICASTERS") PRIOR  TO CHANGING ITS
CORPORATE NAME  TO "JACOR  COMMUNICATIONS COMPANY"  IN DECEMBER  1996. THE  TERM
"PENDING  TRANSACTIONS"  REFERS TO  THE  PENDING ACQUISITIONS,  DISPOSITIONS AND
MERGER DESCRIBED UNDER "TRANSACTIONS  -- PENDING TRANSACTIONS."  NOT ALL OF  THE
PENDING TRANSACTIONS WILL BE CONSUMMATED PRIOR TO THE CLOSING OF THE OFFERING.
 
                                  THE COMPANY
 
    Jacor,  upon consummation  of the Pending  Transactions, will  be the second
largest radio group  in the nation  as measured  by gross revenue  and will  own
and/or  operate 101  radio stations and  one television station  in 24 broadcast
areas across the United States. Jacor's  strategic objective is to be a  leading
radio  broadcaster by operating multiple radio  station platforms in each of its
broadcast areas. The Company's broadcast areas are among the most attractive  in
the  country, demonstrating, as a  group, radio revenue growth  in excess of the
radio industry average over the last five years. In 1995, the Company would have
been the top billing radio group in 15 of its 24 broadcast areas and would  have
had  net revenue and broadcast  cash flow of $383.9  million and $121.9 million,
respectively.
 
    The following table sets forth certain information regarding the Company and
its broadcast areas:
 


                                  COMPANY DATA                     BROADCAST AREA DATA
                      ------------------------------------  ----------------------------------
                       1995      RADIO                                      1995     1990-1995
                       RADIO    AUDIENCE  NO. OF STATIONS       1995        RADIO     REVENUE
                      REVENUE    SHARE    ----------------    ARBITRON     REVENUE     CAGR
BROADCAST AREA         RANK        %       AM    FM    TV       RANK        RANK         %
- --------------------  -------   -------   ----  ----  ----  ------------   -------   ---------
                                                             
Los Angeles.........       5       3.4      1     1   --              2         1         3.6
Atlanta.............       1      15.2      1     3   --             12        10         9.2
San Diego(1)(2).....       1      20.9      3     5   --             15        16         5.5
St. Louis...........       5       9.4      1     2   --             17        18         4.5
Tampa...............       1      33.3      2     5   --             21        21         6.2
Denver(3)...........       1      33.1      4     4   --             23        14         8.6
Portland............       1      18.4      1     2   --             24        23         8.4
Cincinnati(2)(3)....       1      32.4      2     3     1            25        20         7.4
Kansas City.........       1      21.5      1     3   --             26        32         4.3
Columbus............       1      24.7      2     5   --             32        28         6.7
Salt Lake City(3)...       1      21.7      1     4   --             35        33         9.3
Las Vegas...........       1      22.1    --      4   --             48        42        11.8
Louisville..........       2      20.9      1     4   --             49        45         5.8
Jacksonville........       2      22.8      2     3   --             53        46         7.9
Toledo..............       1      35.8      2     3   --             75        74         5.6
Sarasota/Bradenton...      1      10.4      1     2   --             79       176         N/A
Charleston..........       2      13.5    --      2   --             87        90         4.8
Des Moines..........       1      19.9      1     1   --             89        69         8.4
Lexington...........       1      39.2      2     4   --            105        79         6.4
Boise...............       2      17.6      1     2   --            130       104         9.5
Cedar Rapids........       1      25.3      1     1   --            197       127         4.9
Casper..............       3      21.0      1     1   --            263       249         N/A
Fort
Collins/Greeley(4)...    N/A       N/A      1     2   --            N/A       N/A         N/A
Venice/Englewood(4)...    N/A      N/A      1     2   --            N/A       N/A         N/A

 
- ------------------------
 
(1) Excludes two  radio stations  located in  Baja California,  Mexico on  which
    Jacor  provides programming  to and  sells air  time for  under an exclusive
    sales agency agreement.
 
(2) Excludes KCBQ-AM in  San Diego and WKRQ-FM  in Cincinnati which the  Company
    will divest (see "Transactions").
 
(3)  Excludes  one  station in  Denver,  three  stations in  Cincinnati  and two
    stations in  Salt  Lake  City  on  which the  Company  sells  or  will  sell
    advertising  time pursuant to joint sales agreements (see "Business -- Radio
    Station Overview").
 
(4) The Fort Collins/Greeley  and Venice/Englewood broadcast  areas do not  have
    Arbitron ranks.
 
                                       3

                               BUSINESS STRATEGY
 
    Jacor's  strategic objective is to be a leading radio broadcaster in each of
its broadcast areas. Jacor intends to acquire individual radio stations or radio
groups that strengthen its  strategic position and  that maximize the  operating
performance of its broadcast properties. Specifically, Jacor's business strategy
centers upon:
 
    REVENUE  LEADERSHIP.  Jacor strives to maximize the audience ratings in each
of its  broadcast areas  in order  to capture  the largest  share of  the  radio
advertising  revenue  and  attract advertising  away  from other  media  in that
broadcast area. Jacor focuses  on those locations where  it believes it has  the
potential  to be a leading radio group.  By operating multiple radio stations in
its broadcast  areas, Jacor  is able  to operate  its stations  at lower  costs,
supply more diverse programming and provide advertisers with the greatest access
to targeted demographic groups.
 
    ACQUISITION  AND DEVELOPMENT  OF BROADCAST PROPERTIES.   Jacor's acquisition
strategy focuses on acquiring both  developed, cash flow producing stations  and
underdeveloped "stick" properties (i.e., stations with insignificant ratings and
little  or  no  positive  broadcast  cash  flow)  that  complement  its existing
portfolio and strengthen its overall strategic position. Jacor has been able  to
improve  the ratings of "stick" properties  with increased marketing and focused
programming that complements its  existing radio station formats.  Additionally,
Jacor  increases the revenues and cash flow of "stick" properties by encouraging
advertisers to buy advertising in a package with its more established  stations.
The  Company may enter  new locations through acquisitions  of radio groups that
have multiple station ownership in their respective broadcast areas. The Company
may also seek to acquire individual  stations in new locations that it  believes
are  fragmented  and where  a revenue-leading  position  can be  created through
additional acquisitions.  The Company  may  exit locations  it views  as  having
limited strategic appeal by selling or exchanging existing stations for stations
in other locations where the Company operates, or for stations in new locations.
 
    Additionally, the Company may enter new locations situated near Jacor's core
broadcast areas. The Company believes that it will be able to leverage the costs
associated  with the delivery of high  quality, high cost programming of topical
interest throughout  these geographical  regions,  which programming  would  not
otherwise be economically viable in such smaller broadcast areas. Utilizing this
strategy,  Jacor has recently entered into  agreements or closed transactions to
acquire  radio  stations  in  Venice/Englewood,  Florida;  Lexington,  Kentucky;
Sarasota/Bradenton,  Florida;  Louisville, Kentucky;  Casper, Wyoming;  and Fort
Collins/Greeley, Colorado.
 
    DIVERSE FORMAT  EXPERTISE.    Jacor  management  has  developed  programming
expertise over a broad range of radio formats. This management expertise enables
Jacor to specifically tailor the programming of each station in a broadcast area
in  order  to  maximize  Jacor's  overall  strategic  position.  Jacor  utilizes
sophisticated  research  techniques  to   identify  opportunities  within   each
broadcast  area  and programs  its stations  to provide  complete coverage  of a
demographic or  format  type.  This  strategy allows  Jacor  to  deliver  highly
effective  access to a target demographic and  to capture a higher percentage of
advertising revenues.
 
    DISTINCT STATION  PERSONALITIES.   Jacor  engages in  a number  of  creative
programming  and  promotional efforts  designed to  create listener  loyalty and
station brand awareness. Through these efforts, management seeks to cultivate  a
distinct  personality for each station based  upon the unique characteristics of
each broadcast area. Jacor  hires dynamic on-air  personalities for key  morning
and afternoon "drive times" and provides comprehensive news, traffic and weather
reports  to  create  active  listening  by  the  audience.  This  commitment  to
"foreground" or "high impact" programming has successfully generated significant
audience share.
 
    One of the methods Jacor utilizes to develop the personality of its AM radio
stations  is   by  broadcasting   professional  sporting   events  and   related
programming.  Currently, Jacor has the broadcast rights for the Cincinnati Reds,
Cincinnati  Bengals,  Colorado  Rockies,  Denver  Broncos,  Los  Angeles  Kings,
Portland  Trail Blazers and San Diego  Chargers. Sports broadcasting serves as a
key "magnet" for attracting audiences to a station and then introducing them  to
other  programming features, such as local and national news, entertaining talk,
and weather and traffic reports.
 
                                       4

    STRONG AM STATIONS.  Jacor is  an industry leader in successfully  operating
AM  stations. While  many radio  groups primarily  utilize network  or simulcast
programming on their AM stations, Jacor also develops unique programming for its
AM stations  to build  strong  listener loyalty  and awareness.  Utilizing  this
operating focus and expertise, Jacor has developed its AM stations in Denver and
Cincinnati into the revenue and ratings leaders among both AM and FM stations in
their  respective  broadcast  areas.  Jacor's targeted  AM  programming  adds to
Jacor's ability to increase its revenues  and results in more complete  coverage
of the listener base.
 
    Although the cost structure of a large-scale AM station generally results in
lower  operating margins than  typical music-based FM  stations, the majority of
Jacor's  AM  stations  generate  substantial  levels  of  broadcast  cash  flow.
Historically,  most other radio broadcast companies have not focused on their AM
operations to the same extent as Jacor. Accordingly, most of the AM stations  to
be  acquired  meaningfully  underperform  Jacor's  AM  stations,  and management
believes such stations  have the potential  to generate significant  incremental
cash flow.
 
    POWERFUL  BROADCAST SIGNALS.   A station's ability  to maintain a leadership
position depends in part upon the strength of its broadcasting delivery  system.
A  powerful  broadcast  signal  enhances  delivery  range  and  clarity, thereby
influencing  listener  preference  and   loyalty.  Many  of  Jacor's   stations'
broadcasting signals are among the strongest in their respective broadcast areas
reinforcing  its leadership position. Jacor opportunistically upgrades the power
and quality of the signals of  stations it acquires. Following the  consummation
of the Pending Transactions, Jacor expects that relatively inexpensive technical
upgrades  in  certain broadcast  areas  will provide  for  significantly greater
signal presence.
 
                              RECENT DEVELOPMENTS
 
    Since the  enactment of  the Telecommunications  Act of  1996 (the  "Telecom
Act")  on February 8, 1996, Jacor has acquired 40 radio stations, two television
stations (one of which  has subsequently been disposed  of) and entered into  an
exclusive sales agency agreement to provide programming to and sell air time for
two   radio  stations  located   in  Baja  California,   Mexico.  The  aggregate
consideration provided by  Jacor in  these transactions  was approximately  $1.2
billion.  Jacor has also disposed of three radio stations for approximately $7.0
million.
 
    In addition,  Jacor has  entered into  a number  of binding  agreements  for
transactions  that are currently pending. Jacor  has contracted for the exchange
of its two radio stations in Phoenix for two radio stations in San Diego.  Jacor
has  also entered  into binding  agreements to  purchase an  additional 27 radio
stations for  approximately  $203.3  million (including  $30.9  million  already
advanced  by Jacor to fund  various escrow deposits, $16.1  million of which was
paid prior  to  September  30, 1996).  Jacor  has  also entered  into  a  merger
agreement  pursuant to which it  will acquire 18 radio  stations and joint sales
agreements for two additional radio  stations for consideration of 3.55  million
shares  of Jacor's common stock,  $.01 par value per  share (the "Common Stock")
(subject to adjustment pursuant to the terms of the merger agreement),  warrants
to  acquire 500,000 shares of Common Stock at  an exercise price of $40 per full
share, and up to $64.0 million in cash  to be used to repay outstanding debt  of
the  company to be acquired. Jacor has  also entered into a binding agreement to
sell two radio stations for approximately $45.0 million in cash. Finally,  Jacor
has  entered into letters of intent for the disposition of WKRQ-FM in Cincinnati
and KCBQ-AM  in  San  Diego,  but has  not  executed  definitive  agreements  in
connection  with  such  dispositions.  For calendar  1995,  the  incremental net
revenues and broadcast cash flow from  the Pending Transactions would have  been
$73.2 million and $17.8 million, respectively.
 
    Jacor  is currently negotiating for  additional acquisitions in its existing
locations and in new locations. Jacor is also engaged in preliminary discussions
with owners of numerous  other radio stations,  which may or  may not result  in
negotiations for additional acquisitions. Such transactions, if any, may involve
the payment of cash, shares of Common Stock and/or the exchange of the Company's
other  broadcast properties. However, there can  be no assurance that Jacor will
successfully complete  all or  any such  transactions or  what the  consequences
thereof  would be.  For more information  about Jacor's  recent acquisitions and
dispositions, see "Transactions."
 
                                       5

                                  THE OFFERING
 
                            
Securities Offered...........  $170.0 million  in  aggregate  principal amount  of  9  3/4%
                               Senior Subordinated Notes.
Maturity Date................  December 15, 2006.
Interest Payment Dates.......  June 15 and December 15, commencing June 15, 1997.
Mandatory Redemption.........  None.
Optional Redemption..........  The  Notes will be  redeemable, in whole or  in part, at the
                               option of  JCC  on  or  after  December  15,  2001,  at  the
                               redemption  prices set forth herein, plus accrued and unpaid
                               interest,  if   any,  to   the  date   of  redemption.   See
                               "Description of the Notes -- Optional Redemption."
Ranking......................  The  Notes will be general  unsecured obligations of JCC and
                               will be subordinated in right of payment to all existing and
                               future Senior Debt of JCC including the Credit Facility.  As
                               of  September  30, 1996,  JCC  had outstanding  an aggregate
                               principal amount of $400.0 million of Senior Debt. On a  pro
                               forma basis as of September 30, 1996, after giving effect to
                               the Citicasters Put and this Offering and the application of
                               the  net proceeds therefrom,  the aggregate principal amount
                               of Senior Debt of  JCC would have  been $400.0 million.  See
                               "Transactions,"  "Description of  Other Indebtedness  -- The
                               Credit   Facility"    and   "Description    of   Notes    --
                               Subordination."
Guarantees...................  The  Notes will be fully and unconditionally guaranteed on a
                               senior  subordinated  basis  by  Jacor  and  the  Subsidiary
                               Guarantors on a joint and several basis (limited only to the
                               extent necessary for each such Guarantee to not constitute a
                               fraudulent  conveyance under applicable law). The Guarantees
                               will be general unsecured obligations of the Guarantors. See
                               "Description of Notes -- Subordination; -- Guarantees."
Change of Control Offer......  If a Change of Control occurs (including a change of control
                               of Jacor, for so long as JCC is a wholly owned subsidiary of
                               Jacor), JCC  will be  required to  offer to  repurchase  all
                               outstanding  Notes  at  a  price  equal  to  101%  of  their
                               principal amount, plus accrued and unpaid interest, if  any,
                               to  the date of  repurchase. There can  be no assurance that
                               JCC will have sufficient funds to purchase all of the  Notes
                               in  the event of  a Change of  Control or that  JCC would be
                               able to  obtain financing  for  such purposes  on  favorable
                               terms, if at all. In addition, the Credit Facility restricts
                               JCC's  ability to repurchase the  Notes pursuant to a Change
                               of Control Offer. Furthermore, a Change of Control under the
                               Indenture  will  result  in  a  default  under  the   Credit
                               Facility. See "Description of the Notes -- Certain Covenants
                               --  Repurchase of the Notes at the Option of the Holder Upon
                               a Change of Control."
Certain Covenants............  The Indenture will impose certain limitations on the ability
                               of JCC and its subsidiaries to, among other things (i) incur
                               additional  indebtedness;  (ii)   incur  liens;  (iii)   pay
                               dividends  or make  certain other  restricted payments; (iv)
                               consummate certain  asset  sales;  (v)  enter  into  certain
                               transactions  with affiliates; (vi)  incur indebtedness that
                               is subordinate in right  of payment to  any Senior Debt  and
                               senior  in  right  of  payment to  the  Notes;  (vii) impose
                               restrictions on the ability of a subsidiary to pay dividends
                               or make certain payments to JCC;


 
                                       6

 
                            
                               (viii)  conduct  business  other  than  the  ownership   and
                               operation  of  radio and  television broadcast  stations and
                               related businesses; (ix) merge or consolidate with any other
                               person or  (x)  sell,  assign, transfer,  lease,  convey  or
                               otherwise  dispose of all or substantially all of the assets
                               of JCC.  With respect  to an  Asset Sale  Offer (as  defined
                               herein), JCC will not be permitted to commence an Asset Sale
                               Offer  for the Notes until such  time as an Asset Sale Offer
                               for the 9  3/4% Notes (as  defined herein) and  the 10  1/8%
                               Notes,  in each  case if  required, has  been completed. See
                               "Description of Notes -- Certain Covenants."
Use of Proceeds..............  The  net  proceeds  from  the  Offering  will  be  used   in
                               connection with the Pending Transactions; to repay a portion
                               of  the outstanding indebtedness  under the Credit Facility;
                               and for general corporate purposes, including acquisition of
                               other  broadcast  properties  and  the  repayment  of  other
                               indebtedness. See "Use of Proceeds."


 
                      MARKET DATA AND CERTAIN DEFINITIONS
 
    All  rankings by revenue  or billings that are  contained in this Prospectus
are based on  1995 information contained  in Duncan's Radio  Market Guide  (1996
ed.),  Duncan's American  Radio (Small  Market Edition  1996), Duncan's American
Radio (Spring  1996),  Duncan's Radio  Group  Directory (1996-1997  ed.)  and/or
Broadcast  Investment Analyst: Radio  '96 Market Report.  Except where otherwise
specified, all information concerning ratings and audience listening information
is derived from the Spring 1996 Arbitron Metro Area Ratings Survey (the  "Spring
1996  Arbitron") and  the Summer  1996 Arbitron  Metro Area  Ratings Survey (the
"Summer 1996  Arbitron").  All Designated  Market  Area ("DMA")  information  is
derived  from the Nielsen  Station Index, May 1996  ("Nielsen"). The term "LMAS"
means local  marketing  agreements  which would  be  considered  time  brokerage
agreements  for  FCC  purposes. The  term  "JSAS" means  joint  sales agreements
pursuant to which a  company sells advertising time  on stations owned by  third
parties.  A Jacor affiliate owns  a 40% interest in  a limited liability company
that purchased the  assets formerly  owned by  Duncan American  Radio, Inc.  See
"Transactions."
 
                                       7

                       SUMMARY HISTORICAL FINANCIAL DATA
                             (Dollars in thousands)
 
    The following sets forth summary historical financial data for Jacor for the
three  years ended December 31, 1995 and  the nine month periods ended September
30, 1995 and 1996.  The comparability of  the historical consolidated  financial
data  has  been significantly  impacted  by acquisitions  and  dispositions. The
information presented below is qualified in its entirety by, and should be  read
in conjunction with, Management's Discussion and Analysis of Financial Condition
and  Results of  Operations and  the Consolidated  Financial Statements  and the
Notes thereto incorporated by reference from the Company's Annual Report on Form
10-K for the year ended December 31, 1995 and the Company's Quarterly Reports on
Form 10-Q for  the quarterly periods  ended March  31, 1996, June  30, 1996  and
September 30, 1996.
 


                                                                                                          PRO FORMA
                                                                                                       COMBINED(1)(2)
                                                                HISTORICAL                          ---------------------
                                        ----------------------------------------------------------    YEAR        NINE
                                                                              NINE MONTHS ENDED       ENDED      MONTHS
                                             YEAR ENDED DECEMBER 31,            SEPTEMBER 30,       DECEMBER      ENDED
                                        ----------------------------------  ----------------------     31,      SEPTEMBER
                                           1993        1994        1995        1995      1996(3)      1995      30, 1996
                                        ----------  ----------  ----------  ----------  ----------  ---------   ---------
                                                                                           
OPERATING STATEMENT DATA:
  Net revenue.........................  $   89,932  $  107,010  $  118,891  $   87,176  $  127,520  $303,469    $240,041
  Broadcast operating expenses........      69,520      80,468      87,290      65,241      91,694   195,744     162,949
  Depreciation and amortization.......      10,223       9,698       9,483       6,783      10,601    46,840      35,239
  Corporate general and administrative
    expenses..........................       3,564       3,361       3,501       2,564       4,080     6,655       5,559
  Operating income....................       6,625      13,483      18,617      12,588      21,145    54,230      36,294
  Net income (loss)...................       1,438       7,852      10,965       7,768       4,737    (8,895)     (4,694)
OTHER FINANCIAL DATA:
  Broadcast cash flow(4)..............  $   20,412  $   26,542  $   31,601  $   21,935  $   35,826  $107,725    $ 77,092
  Broadcast cash flow margin(5).......        22.7%       24.8%       26.6%       25.2%       28.1%     35.5%       32.1%
  EBITDA(4)...........................  $   16,848  $   23,181  $   28,100  $   19,371  $   31,746  $101,070    $ 71,533
  Capital expenditures................       1,495       2,221       4,969       3,664       7,506    19,677      12,436
  Ratio of earnings to fixed
    charges(6)........................        1.9x        6.0x        5.7x        7.1x        2.0x     --          --
PRO FORMA CREDIT RATIOS:(7)
  Cash interest expense...............                                                              $ 59,387
  Ratio of EBITDA to cash interest
    expense...........................                                                                  1.7x
  Ratio of long term debt (net of
    cash) to EBITDA...................                                                                  5.7x

 


                                                AS OF DECEMBER 31,           AS OF SEPTEMBER 30,
                                        ----------------------------------  ----------------------
                                           1993        1994        1995        1995        1996
                                        ----------  ----------  ----------  ----------  ----------
                                                                                           
BALANCE SHEET DATA:
  Working capital.....................  $   38,659  $   44,637  $   24,436  $   20,343  $   84,602
  Intangible assets...................      84,991      89,543     127,158     114,738   1,341,430
  Total assets........................     159,909     173,579     208,839     203,356   1,717,221
  Long-term debt......................      --          --          45,500      33,500     626,250
  LYONs...............................      --          --          --          --         117,090
  Total shareholders' equity..........     140,413     149,044     139,073     141,991     528,255

 
- ------------------------------
(1)  The unaudited pro forma combined statement  of operations data for the year
    ended December 31, 1995 and nine months ended September 30, 1996 give effect
    to each  of the  following transactions  as if  such transactions  had  been
    completed  January 1, 1995: (i) the  Citicasters Merger (as defined herein),
    (ii) the Noble Acquisition (as defined herein), (iii) Jacor's,  Citicasters'
    and  Noble Broadcast  Group, Inc.'s  completed 1995  and January  1996 radio
    station acquisitions, (iv) Jacor's February 1996 radio station  disposition,
    and  (v)  the related  financing transactions  completed  in June  1996. The
    unaudited pro forma  combined information  does not purport  to present  the
    actual  results  of  operations of  Jacor  had the  transactions  and events
    assumed therein  in  fact  occurred  on  the  dates  specified,  nor  is  it
    necessarily  indicative of the results of operations that may be achieved in
    the future.
 
(2) The unaudited pro forma combined  statement of operations data for the  year
    ended  December 31, 1995 and  nine months ended September  30, 1996 does not
    give effect to the completed acquisitions of WCTQ-FM and WAMR-AM in  Venice,
    Florida  and  WLAP-AM, WMXL-FM  and  WWYC-FM servicing  Lexington, Kentucky.
    These completed acquisitions would increase  net revenue and broadcast  cash
    flow  by $3,934 and $560, respectively, for the year ended December 31, 1995
    and by $2,507 and  $643, respectively, for the  nine months ended  September
    30, 1996.
 
(3)  The  Noble  Acquisition  and the  Citicasters  Merger  significantly affect
    comparison of net revenues, operating  expenses and broadcast cash flow  for
    the  nine months ended September  1996 as compared to  the nine months ended
    September 1995.
 
(4) "Broadcast  cash  flow"  means  operating  income  before  depreciation  and
    amortization,  and corporate  general and  administrative expenses. "EBITDA"
    means operating income before depreciation and amortization. Broadcast  cash
    flow  and  EBITDA  should not  be  considered  in isolation  from,  or  as a
    substitute for,  operating  income,  net  income  or  cash  flow  and  other
    consolidated  income or cash flow statement data computed in accordance with
    generally accepted  accounting principles  or as  a measure  of a  company's
    profitability  or liquidity. Although these  measures of performance are not
    calculated in accordance with generally accepted accounting principles, they
    are widely used  in the broadcasting  industry as a  measure of a  company's
    operating  performance because they assist  in comparing station performance
    on a consistent basis  across companies without  regard to depreciation  and
    amortization,  which can vary significantly  depending on accounting methods
    (particularly where acquisitions are involved) or non-operating factors such
    as historical cost bases.  Broadcast cash flow also  excludes the effect  of
    corporate general and administrative expenses, which generally do not relate
    directly to station performance.
 
(5) Broadcast cash flow margin equals broadcast cash flow as a percentage of net
    revenue.
 
(6)  The ratio of earnings to fixed charges for the year ended December 31, 1991
    was 1.1x. In 1992,  fixed charges exceeded  earnings by approximately  $23.7
    million. For the purpose of computing the ratio of earnings to fixed charges
    as  prescribed by the  rules and regulations of  the Securities and Exchange
    Commission, earnings represent pretax income from continuing operations plus
    fixed charges, less interest  capitalized. Fixed charges represent  interest
    (including  amounts capitalized), the portion of  rent expenses deemed to be
    interest and amortization of deferred financing costs. On a pro forma  basis
    for the year ended December 31, 1995 and the nine months ended September 30,
    1996,  the  ratio  of  earnings  to fixed  charges  resulted  in  a coverage
    deficiency of $5.9 million and $5.7 million, respectively.
 
(7) The pro forma credit ratios reflect the cash and long term debt of Jacor  as
    of September 30, 1996 as adjusted to give effect to the Citicasters Put, the
    Offering  and  the  application  of the  net  proceeds  therefrom  to reduce
    outstanding indebtedness under  the revolving credit  facility component  of
    the    Credit   Facility   to   the   extent   permitted   thereunder.   See
    "Capitalization."
 
                                       8

                                  RISK FACTORS
 
    IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS AND IN THE
DOCUMENTS   INCORPORATED  HEREIN  BY  REFERENCE,  PROSPECTIVE  INVESTORS  SHOULD
CONSIDER CAREFULLY THE  FOLLOWING FACTORS  BEFORE PURCHASING  THE NOTES  OFFERED
HEREBY.
 
    PENDING  TRANSACTIONS.  The consummation of each of the Pending Transactions
requires Federal Communications Commission ("FCC") approval with respect to  the
transfer  of the associated broadcast licenses. Jacor  has filed or will file in
the  ordinary  course  applications  seeking   FCC  approval  for  the   Pending
Transactions.   In  addition,  the  consummation   of  certain  of  the  Pending
Transactions is  subject to  the  expiration or  termination of  the  applicable
waiting  periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended  (the  "HSR  Act").  Jacor  recently  received  second  requests  for
information  from  the  Antitrust Division  of  the Department  of  Justice (the
"Antitrust Division") relating to each of the Par Transaction and the Nationwide
Exchange (each as defined  herein) which focus on  Jacor's acquisition of  radio
stations  in San Diego. The applicable waiting period under the HSR Act for each
of the Par Transaction and the Nationwide Exchange will expire 20 days after all
of the  parties in  the  applicable transaction  substantially comply  with  the
second  request relevant to that transaction, unless the parties agree to extend
the waiting period or the Antitrust Division seeks to, and is successful in  its
efforts  to,  enjoin  the  applicable  transaction.  The  parties  have  not yet
completed compliance with the recently-received second requests. There can be no
assurance that (i) the FCC will  approve the transfer of the broadcast  licenses
in  connection with  the Pending  Transactions; (ii)  the FCC  or a  court would
affirm the FCC consent to the Pending Transactions if such review is undertaken;
(iii)  the  HSR  Act  waiting  periods  with  respect  to  the  various  Pending
Transactions  will expire without objections being  raised by either the Federal
Trade Commission ("FTC") or the Antitrust Division that would not be  eliminated
without substantial changes to the terms of the applicable Pending Transactions;
or   (iv)  Jacor  will  be  successful   in  consummating  the  various  Pending
Transactions in a timely manner or on the terms described herein.
 
    RISKS OF ACQUISITION STRATEGY.  Jacor  intends to pursue growth through  the
opportunistic  acquisition  of  broadcasting  companies,  radio  station groups,
individual radio stations and  entities that provide  services to radio  station
groups  or individual  radio stations. In  this regard,  Jacor routinely reviews
such  acquisition  opportunities.  Jacor  believes  that  currently  there   are
available  a number of acquisition opportunities  that would be complementary to
its business.  Other  than  with  respect to  the  Pending  Transactions,  Jacor
currently  has no binding commitments to  acquire any specific business or other
material assets. Jacor cannot predict whether it will be successful in  pursuing
such  acquisition opportunities or what the consequences of any such acquisition
would be.
 
    The Pending Transactions will  increase Jacor's broadcast station  portfolio
by  40  radio stations.  Jacor's acquisition  strategy involves  numerous risks,
including difficulties  in  the  integration  of  operations  and  systems,  the
diversion  of  management's  attention  from  other  business  concerns  and the
potential loss of key employees of acquired stations. There can be no  assurance
that  Jacor's  management  will  be able  to  manage  effectively  the resulting
business or that such acquisitions will benefit Jacor.
 
    In  addition  to  the  expenditure  of  capital  relating  to  the   Pending
Transactions  (see "Use of Proceeds"), future  acquisitions also may involve the
expenditure of significant funds. Depending upon the nature, size and timing  of
future  acquisitions, Jacor may be required to raise additional financing. There
is no assurance  that such additional  financing will be  available to Jacor  on
acceptable terms.
 
    INCREASED ANTITRUST SCRUTINY.  Subsequent to the passage of the Telecom Act,
the radio broadcast industry has been subject to an increased amount of scrutiny
by  the Antitrust Division.  Such scrutiny caused Jacor  to experience delays in
closing both  the Citicasters  Merger and  the Noble  Acquisition and  to  incur
increased  transaction costs.  The Company  could experience  similar delays and
increased costs in connection with future transactions, including one or more of
the Pending Transactions.
 
    The Antitrust Division or the FTC could also compel changes in the  proposed
terms of acquisitions. This is evidenced by Jacor's agreement with the Antitrust
Division  in  connection with  the Citicasters  Merger  pursuant to  which Jacor
agreed to  divest WKRQ-FM  in Cincinnati  by  February 1997  and to  inform  the
Antitrust  Division  of  certain  transactions  in  Cincinnati  that  would  not
otherwise be reportable under the
 
                                       9

HSR Act.  Antitrust Division  scrutiny also  resulted in  Jacor terminating  its
agreement  to  finance  the  acquisition of  WGRR-FM  in  Cincinnati  by Tsunami
Communications, Inc., the entity with  whom Jacor has a  JSA for a Denver  radio
station.  Subsequent  to such  termination,  Jacor received  from  the Antitrust
Division a civil investigative demand  relating to the proposed transaction.  In
November 1996, the Antitrust Division suspended Jacor's obligation to respond to
this civil investigative demand.
 
    In  addition, Jacor has received an industry-wide civil investigative demand
relating to  JSAs pursuant  to which  the Antitrust  Division is  examining  the
antitrust   implications  of  such  arrangements.  Jacor  anticipates  that  the
Antitrust Division's determinations of the permissibility of JSAs will depend on
the specific characteristics  of the markets,  stations and relationships  being
reviewed. Jacor believes that its existing JSAs are appropriate under applicable
antitrust  laws  and that  its JSAs  are not  material to  its business  as such
arrangements only account for approximately  1.0% of Jacor's revenues. Jacor  is
in  the process of responding to the civil investigative demand relating to JSAs
received from the Antitrust Division.
 
    Although Jacor does not believe that antitrust considerations will adversely
affect Jacor's  ability to  successfully implement  its business  strategy,  the
effects  of the Antitrust  Division's heightened level of  scrutiny on the radio
broadcast industry and on  Jacor are uncertain. There  can be no assurance  that
these concerns will not negatively impact Jacor.
 
    FCC  REGULATION  OF BROADCASTING  INDUSTRY.   The  broadcasting  industry is
subject to extensive regulation by the  FCC which, among other things,  requires
approval  for  the issuance,  renewal, transfer  and assignment  of broadcasting
station operating licenses, limits the  number of broadcasting properties  Jacor
may acquire and regulates the operations of broadcasting stations. Additionally,
in  certain  circumstances,  the Communications  Act  of 1934,  as  amended (the
"Communications Act"), and FCC rules will operate to impose limitations on alien
ownership and  voting of  the capital  stock of  Jacor. The  FCC is  considering
changes  to  its  rules  in  response to  the  Telecom  Act  and  other industry
developments. There can  be no  assurance that any  such rule  changes will  not
negatively impact Jacor's operations in the future.
 
    The  Company's business will be  dependent upon maintaining its broadcasting
licenses issued by the  FCC, which are  issued currently for  a maximum term  of
five  years  for television  and  seven years  for  radio. The  majority  of the
Company's operating licenses expire at various times in 1996 and 1997.  Although
it  is rare for the FCC to deny a renewal application, there can be no assurance
that the pending or future renewal  applications will be approved, or that  such
renewals  will  not include  conditions or  qualifications that  could adversely
affect the Company's operations. Moreover, governmental regulations and policies
may change over time and there can  be no assurance that such changes would  not
have  a material adverse impact upon the Company's business, financial condition
and results of operations.
 
    COMPETITION; BUSINESS RISKS.  Broadcasting is a highly competitive business.
Jacor's radio  and television  stations compete  for audiences  and  advertising
revenues  with other radio and television stations, as well as with other media,
such as newspapers, magazines, cable television, outdoor advertising and  direct
mail,  within their  respective geographic  areas. Audience  ratings and revenue
shares are subject to change and  any adverse change in a particular  geographic
area could have a material and adverse effect on the revenue of stations located
in that geographic area. Future operations are further subject to many variables
which  could have  an adverse effect  upon Jacor's  financial performance. These
variables include  economic  conditions,  both generally  and  relative  to  the
broadcasting industry; shifts in population and other demographics; the level of
competition  for  advertising  dollars  with  other  radio  stations, television
stations and  other  entertainment  and communications  media;  fluctuations  in
operating  costs;  technological  changes  and  innovations;  changes  in  labor
conditions; and changes in governmental regulations and policies and actions  of
federal  regulatory  bodies.  Although the  Company  believes that  each  of its
stations will be able to compete  effectively in its respective broadcast  area,
there  can be  no assurance that  any such station  will be able  to maintain or
increase its current audience ratings and advertising revenues.
 
    SUBSTANTIAL  LEVERAGE  AND  LIMITED  FINANCIAL  FLEXIBILITY.    The  Pending
Transactions  and this Offering may result in a higher level of indebtedness for
the Company.  The  Company's outstanding  indebtedness  may have  the  following
important consequences: (i) significant interest expense and principal repayment
obligations  resulting  in substantial  annual  fixed charges;  (ii) significant
limitations on the Company's  ability to obtain  additional debt financing;  and
(iii)   increased  vulnerability  to  adverse   general  economic  and  industry
 
                                       10

conditions.  In  addition,  the  Credit  Facility  has  a  number  of  financial
covenants,  including  interest coverage,  debt service  coverage and  a maximum
ratio of debt to  earnings before other  expenses (income), interest,  expenses,
taxes, depreciation and amortization.
 
    SHARE OWNERSHIP BY ZELL/CHILMARK.  Zell/Chilmark Fund L.P. ("Zell/Chilmark")
currently  holds approximately 42.7% of the  outstanding Common Stock. The large
share ownership of  Zell/Chilmark may  have the effect  of discouraging  certain
types  of transactions  involving an  actual or  potential change  of control of
Jacor, including  transactions  in  which  the holders  of  Common  Stock  might
otherwise receive a premium for their shares over then-current market prices.
 
    By  virtue of its  current control of Jacor,  Zell/Chilmark could sell large
amounts of Common Stock by causing  Jacor to file a registration statement  with
respect  to  such stock.  In addition,  Zell/Chilmark could  sell its  shares of
Common Stock without registration pursuant to Rule 144 under the Securities  Act
of  1933, as amended (the "Securities Act").  Jacor can make no prediction as to
the effect, if any, that such sales of shares of Common Stock would have on  the
prevailing  market price. Sales  of substantial amounts of  Common Stock, or the
availability of such shares for  sale, could adversely affect prevailing  market
prices.  Sales or  transfers of  Common Stock  by Zell/Chilmark  could result in
another person or entity becoming the controlling shareholder of Jacor.
 
    KEY PERSONNEL.    Jacor's business  is  dependent upon  the  performance  of
certain  key employees, including its Chief Executive Officer and its President.
Jacor employs several on-air personalities  with significant loyal audiences  in
their   respective  broadcast  areas.  Jacor  generally  enters  into  long-term
employment agreements with  its key on-air  talent to protect  its interests  in
those  relationships,  but  there  can  be no  assurance  that  all  such on-air
personalities will remain with Jacor.
 
    FORWARD-LOOKING STATEMENTS.  This Prospectus  sets forth or incorporates  by
reference  forward-looking statements within  the meaning of  Section 27A of the
Securities Act. Discussions  containing such forward-looking  statements may  be
found  in the  material set  forth under  "Summary" and  "Business," as  well as
within the Prospectus generally. In addition, when used in this Prospectus,  the
words  "believes," "anticipates," "expects" and similar expressions are intended
to identify forward-looking statements. Such statements are subject to a  number
of risks and uncertainties. Actual results in the future could differ materially
from  those described in the forward-looking statements  as a result of the risk
factors set forth above and the  matters set forth or incorporated by  reference
in this Prospectus generally. Jacor undertakes no obligation to publicly release
the result of any revisions to these forward-looking statements that may be made
to  reflect  any  future events  or  circumstances. Jacor  cautions  the reader,
however, that this list of risk factors may not be exhaustive.
 
                                       11

                                  TRANSACTIONS
 
    RECENTLY COMPLETED ACQUISITIONS AND DISPOSITIONS
 
    In February 1996,  Jacor entered  into an agreement  to acquire  Citicasters
through  a merger of Citicasters  with and into a  wholly owned Jacor subsidiary
(the "Citicasters Merger"). Citicasters owned and/or operated 19 radio stations,
located  in  Atlanta,  Phoenix,   Tampa,  Portland,  Kansas  City,   Cincinnati,
Sacramento,  Columbus and two television stations,  one located in Tampa and one
in  Cincinnati.  The  Citicasters  Merger  enhanced  Jacor's  existing   station
portfolios  in  Atlanta, Tampa  and Cincinnati  and  created new  multiple radio
station platforms in  Phoenix, Portland, Kansas  City, Sacramento and  Columbus.
Jacor  consummated the Citicasters  Merger in September  1996 for an approximate
aggregate  value  of  $847.3  million,  which  included  the  purchase  of   all
outstanding  shares of Citicasters  common stock, the  assumption of Citicasters
outstanding indebtedness and the issuance  of warrants to purchase an  aggregate
of  4,400,000 shares  of Common Stock  at an  exercise price of  $28.00 per full
share (the "Citicasters Warrants"). In order to complete the Citicasters Merger,
Jacor agreed with  the Antitrust  Division to  divest WKRQ-FM  in Cincinnati  no
later than February 1997.
 
    Also,  in February  1996, Jacor entered  into an agreement  to acquire Noble
Broadcast Group, Inc. ("Noble"), which owned ten radio stations serving  Denver,
St.  Louis and Toledo, and the right to  provide programming to and sell the air
time for one AM  and one FM  station serving the San  Diego broadcast area  (the
"Noble  Acquisition"). The Noble Acquisition enhanced Jacor's existing portfolio
in Denver where it now owns eight stations, in addition to creating new multiple
station  platforms  in  St.  Louis  and  Toledo.  Jacor  consummated  the  Noble
Acquisition  in July 1996 for an aggregate consideration of approximately $152.0
million in cash.
 
    In February 1996, Jacor  sold the business and  certain operating assets  of
radio  stations WMYU-FM and  WWST-FM in Knoxville.  Jacor received approximately
$6.5 million in  cash for  this sale, generating  a gain  of approximately  $2.5
million.  In March  1996, Jacor entered  into an  agreement for the  sale of the
assets of WBRD-AM in Tampa for approximately  $0.5 million in cash. The sale  of
WBRD-AM was completed in June 1996.
 
    In  March 1996, Jacor entered into an  agreement to acquire the FCC licenses
of WCTQ-FM and WAMR-AM  in Venice, Florida and  to purchase certain real  estate
and  transmission facilities  necessary to operate  the stations.  In June 1996,
Jacor consummated this acquisition  for a purchase  price of approximately  $4.4
million.
 
    In June 1996, Jacor entered into an agreement to acquire the FCC licenses of
WLAP-AM,  WMXL-FM and WWYC-FM servicing Lexington, Kentucky and to purchase real
estate and transmission facilities necessary to operate the stations. In  August
1996,  Jacor consummated this acquisition for  a purchase price of approximately
$14.0 million.
 
    Also, in June 1996,  Jacor agreed to finance  the purchase by Critical  Mass
Media,  Inc.  ("CMM") of  a 40%  interest  in a  newly formed  limited liability
company that agreed  to purchase for  approximately $0.5 million  the assets  of
Duncan  American Radio,  Inc. CMM is  a marketing research  and radio consulting
business which  is owned  by a  limited partnership  of which  Jacor is  the  5%
general  partner and  a corporation  wholly owned  by Randy  Michaels, the Chief
Executive Officer of  Jacor, is the  95% limited partner.  This transaction  was
completed by Jacor in June 1996.
 
    In  September 1996, Jacor entered into a binding agreement with a subsidiary
of Gannett  Co.,  Inc.  ("Gannett")  to effect  an  exchange  of  Jacor's  Tampa
television  station, WTSP-TV, acquired  by Jacor in  the Citicasters Merger, for
six of  Gannett's radio  stations (the  "Gannett Exchange").  In December  1996,
Jacor  and Gannett consummated  the Gannett Exchange subject  only to a possible
unwinding of the transaction in the event  a final order from the FCC cannot  be
obtained.  The stations Jacor  acquired are KIIS-FM and  KIIS-AM in Los Angeles,
KSDO-AM and KKBH-FM in San Diego and WUSA-FM and WDAE-AM in Tampa-St. Petersburg
(the "Selected  Gannett Radio  Stations"). The  Company will  rename WUSA-FM  to
WUKS-FM  as  Gannett retained  the WUSA-FM  call  letters. The  Gannett Exchange
enhanced Jacor's existing station portfolios in San Diego and Tampa and  created
a new multiple radio station platform in the
 
                                       12

Los  Angeles  broadcast area.  In  connection with  the  closing of  the Gannett
Exchange, Jacor and Gannett agreed that they will value the exchanged assets  at
$170.0   million  for  tax  purposes.   Jacor  believes  that  this  transaction
constituted a tax-free like-kind exchange.
 
    PENDING TRANSACTIONS
 
    In May  1996, Jacor  entered  into an  agreement  with Enterprise  Media  of
Toledo,  L.P. to acquire the FCC licenses of WIOT-FM and WCWA-AM in Toledo, Ohio
and to purchase real estate and transmission facilities necessary to operate the
stations. The purchase price  for the assets is  $13.0 million which amount  has
been  placed in escrow pending the closing of the transaction. Jacor has entered
into an LMA with respect to these stations. These stations will enhance  Jacor's
existing radio station portfolio in the Toledo broadcast area.
 
    In  July 1996, Jacor entered into an agreement with New Wave Communications,
L.P. and New  Wave Broadcasting, Inc.  to acquire the  FCC licenses of  WSPB-AM,
WSRZ-FM  and WYNF-FM in Sarasota, Florida and to purchase leasehold interests in
real estate and transmission facilities  necessary to operate the stations.  The
purchase  price for the assets  is $12.5 million, subject  to a maximum purchase
price of $15.0 million based upon the timing of the closing.
 
    In August  1996,  Jacor  entered  into  agreements  with  Sarasota-Charlotte
Broadcasting  Corporation to acquire  certain assets, a  construction permit and
related real  estate for  radio station  WEDD-FM in  Englewood, Florida  for  an
aggregate of $0.8 million.
 
    In  October  1996, Jacor  entered into  a  definitive merger  agreement with
Regent Communications, Inc. ("Regent") whereby  Regent will merge with and  into
Jacor  (the  "Regent  Merger"). Regent  owns,  operates or  represents  20 radio
stations located  in Kansas  City, Salt  Lake City,  Las Vegas,  Louisville  and
Charleston,  South Carolina. Of these 20 stations, Regent currently is operating
under an LMA with  respect to two  such stations subject  to Regent's option  to
purchase  such stations and Regent is  representing two such stations under JSAs
and has a definitive  merger agreement to acquire  another such station.  Regent
entered  into  an  LMA  with  Jacor such  that  Jacor  commenced  the activities
contemplated by the LMA with regard to  the Regent stations on December 1,  1996
and  Regent assigned to Jacor its existing LMAs and JSAs. In addition, the owner
of the  station which  Regent is  to  acquire pursuant  to a  definitive  merger
agreement entered into an LMA with Jacor that became effective December 1, 1996.
The Regent Merger will enhance Jacor's existing station portfolio in Kansas City
and  will create  new multiple station  platforms in the  attractive high growth
Salt Lake City  and Las Vegas  broadcast areas. The  merger consideration to  be
paid  by Jacor  to the  Regent stockholders consists  of 3.55  million shares of
Common Stock  (subject  to  adjustment  pursuant to  the  terms  of  the  merger
agreement),  warrants to acquire an aggregate  of 500,000 shares of Common Stock
at an exercise price of  $40 per full share (the  "Regent Warrants"), and up  to
$64.0  million in cash to  be used to repay  outstanding Regent indebtedness. In
the event  that the  value of  the Common  Stock to  be received  by the  Regent
stockholders  is less than $116.0 million, at Jacor's option: (a) Jacor may make
up the difference by the delivery of additional shares of Common Stock; (b)  pay
the  difference in cash; or (c) pay all of the merger consideration in cash. The
HSR Act waiting period with respect to the Regent Merger expired on November 22,
1996.
 
    In October  1996,  Jacor  also  entered into  binding  agreements  with  Par
Broadcasting Company, Inc. and Par Broadcasting Company (collectively, "Par") to
purchase  four  radio  stations  in San  Diego,  KOGO-AM,  KCBQ-AM,  KIOZ-FM and
KKLQ-FM,  for  $72.0  million   in  cash  (the   "Par  Transaction")  and   with
Entertainment  Communications, Inc. ("Entercom")  to sell two  radio stations in
Sacramento, KSEG-FM  and  KRXQ-FM, for  $45.0  million in  cash  (the  "Entercom
Transaction"). Although these transactions are not directly contingent upon each
other,  Jacor anticipates  that these transactions  will occur in  a manner that
permits the transactions to be treated as a tax-free like-kind exchange. The HSR
Act waiting period with respect to the Entercom Transaction expired on  December
1,  1996. Jacor has  entered into an  LMA with Entercom  such that Entercom will
commence the activities contemplated  by the LMA with  regard to the  Sacramento
stations  on January 1, 1997.  Par has entered into an  LMA with Jacor such that
Jacor will commence the  activities contemplated by the  LMA with regard to  the
San  Diego stations upon the expiration or termination of the applicable waiting
period under the HSR Act. See "Risk Factors -- Pending Transactions."
 
                                       13

    In October  1996, Jacor  entered into  a binding  agreement with  Nationwide
Communications,  Inc. ("Nationwide") whereby  Jacor will exchange  the assets of
its two  radio stations  in Phoenix,  KSLX-AM  and KSLX-FM,  for the  assets  of
Nationwide's   two  radio  stations  in  San  Diego,  KGB-FM  and  KPOP-AM  (the
"Nationwide Exchange").  The assets  to be  exchanged are  valued by  Jacor  and
Nationwide   at  approximately  $45.0  million.   Jacor  anticipates  that  this
transaction will constitute a tax-free  like-kind exchange. This transaction  is
contingent  upon the  successful closing  of Nationwide's  agreement to purchase
KGB-FM and KPOP-AM from  KGB, Inc. Nationwide has  assigned to Jacor its  rights
under  an  LMA with  KGB,  Inc. such  that  Jacor will  commence  the activities
contemplated by  the  LMA  with  regard  to the  San  Diego  stations  upon  the
expiration  or termination of  the applicable waiting period  under the HSR Act.
Jacor has entered into an LMA with Nationwide such that Nationwide will commence
the activities contemplated by the LMA with regard to the Phoenix stations  upon
the  expiration or  termination of the  applicable waiting period  under the HSR
Act. In connection with entering into the agreements with Nationwide, Jacor also
announced that it  intends to sell  KCBQ-AM in San  Diego, upon its  acquisition
from  Par, to EXCL  Communications, Inc. ("EXCL"). No  binding agreement has yet
been entered  into with  EXCL.  Together, the  Par Transaction,  the  Nationwide
Exchange  and the  contemplated sale  of KCBQ-AM  will enhance  Jacor's existing
radio station portfolio in San Diego, where Jacor will then own eight  stations.
See "Risk Factors -- Pending Transactions."
 
    In  October 1996, Jacor entered into  three separate binding agreements with
three unaffiliated radio broadcast companies whereby Jacor will acquire the  FCC
licenses and assets of a total of nine radio stations. These agreements are with
Palmer  Broadcasting Limited  Partnership to acquire  WHO-AM and  KLYF-FM in Des
Moines and WMT-AM  and WMT-FM  in Cedar  Rapids for  a purchase  price of  $52.5
million  in cash (the  "Palmer Transaction"); with Clear  Channel Radio, Inc. to
purchase KTWO-AM, KMGW-FM and the Wyoming Radio Network, in Casper, Wyoming  for
a  purchase price  of $1.9  million in cash;  and with  Colfax Communications to
acquire KIDO-AM and KLTB-FM in Boise, Idaho and KARO-FM in Caldwell, Idaho for a
purchase price of $11.0 million in cash. Jacor received early termination of the
HSR Act waiting period  with respect to the  Palmer Transaction on November  18,
1996.
 
    In  November  1996, Jacor  entered into  a  binding agreement  with Stanford
Capital Communications,  Inc.  ("Stanford")  to acquire  the  FCC  licenses  and
operating  assets of radio  stations WKQQ-FM in  Lexington, Kentucky and WXZZ-FM
and WTKT-AM in Georgetown, Kentucky  (the "Stanford Transaction"). The  purchase
price  for the assets is  $24.0 million in cash, of  which $1.2 million has been
placed in escrow pending the closing of the transaction. In addition, Jacor  was
assigned an option to purchase certain real estate for $0.1 million in cash. The
Stanford  Transaction is  contingent upon  the successful  closing of Stanford's
agreement to purchase WKQQ-FM, WXZZ-FM and WTKT-AM from Village  Communications,
Inc.  ("Village"). Stanford has assigned  to Jacor its rights  under an LMA with
Village such that  Jacor will commence  the activities contemplated  by the  LMA
upon  the expiration or  termination of the applicable  waiting period under the
HSR Act.
 
    In December 1996, Jacor entered  into four separate binding agreements  with
unaffiliated parties whereby Jacor will acquire the FCC licenses and assets of a
total  of  six  radio stations.  Jacor  will  acquire (i)  WAHC-FM,  licensed to
Circleville, Ohio, and WAKS-FM,  licensed to Marysville,  Ohio, from Tel  Lease,
Inc.;  (ii) KGLL-FM in Greeley,  Colorado from Duchossois Communications Company
of Colorado, Inc. (the "Duchossois  Transaction"); (iii) KCOL-AM and KPAW-FM  in
Fort   Collins,  Colorado  from  University   Broadcasting  Company,  L.P.  (the
"University Transaction"); and  (iv) WJCM-AM  in Sebring,  Florida from  Rumbuat
Management,  Inc.  Jacor does  not currently  intend  to continue  operating the
Florida radio station. The aggregate purchase  price for the six radio  stations
is  approximately $15.7  million, of which  approximately $4.0  million has been
placed in escrow pending the closing of the transactions. The closing of each of
the Duchossois Transaction and the University Transaction is contingent upon the
closing of the other  of such two  transactions. Jacor has  entered into an  LMA
with  Tel Lease, Inc.  such that Jacor commenced  the activities contemplated by
the LMA with regard to WAHC-FM and WAKS-FM on December 7, 1996.
 
    All of the Pending Transactions are subject to various conditions, including
approval by  the FCC.  The  Par Transaction,  the  Nationwide Exchange  and  the
Stanford  Transaction are  further subject to  termination or  expiration of the
applicable waiting  periods under  the HSR  Act. See  "Risk Factors  --  Pending
Transactions" and "-- Increased Antitrust Scrutiny."
 
                                       14

                                USE OF PROCEEDS
 
    The  net  proceeds  (after  deducting  estimated  expenses  and underwriting
discounts and commissions) to JCC from the sale of the Notes offered hereby  are
estimated  to be $164.6 million. Jacor intends  to use the net proceeds from the
Offering  (i)  to  finance   the  remaining  purchase   price  of  the   Pending
Transactions;  (ii) to repay a portion of the outstanding indebtedness under the
Credit Facility; and (iii) for general corporate purposes, including acquisition
of other broadcast properties and repayment of other indebtedness.
 
    In June 1996, Jacor entered into  a credit facility (the "Credit  Facility")
with  certain  banks  and  other  financial  institutions.  The  Credit Facility
provides availability of  $600.0 million  of loans  in three  components: (i)  a
revolving  credit facility  of up to  $200.0 million  with mandatory semi-annual
commitment reductions beginning  March 18,  1999 and  a final  maturity date  of
September  18,  2003;  (ii)  a  term  loan  of  $300.0  million  with  scheduled
semi-annual reductions beginning  March 18, 1998  and a final  maturity date  of
September  18, 2003;  and (iii)  a tranche  B term  loan of  $100.0 million with
scheduled semi-annual reductions beginning March  18, 1999 and a final  maturity
date of September 18, 2004.
 
    The  Credit Facility bears  interest at a  rate that fluctuates  with a bank
base rate and/or the  Eurodollar rate per  annum, and at  October 31, 1996  this
rate was 7.73%. Jacor borrowed monies under the Credit Facility to (i) finance a
portion  of the cash consideration paid in the Citicasters Merger, and (ii) fund
$100 million of the repurchase price of the 9 3/4% Senior Subordinated Notes due
2004 issued by JCC  (the "9 3/4% Notes").  The Citicasters Merger constituted  a
change in control for the purposes of the indenture under which the 9 3/4% Notes
were  issued and Jacor was required to make an offer to repurchase such notes at
101% of  their aggregate  principal amount.  The holders  of $106.9  million  in
principal  amount of  the 9  3/4% Notes  elected in  October 1996  to sell their
9 3/4% Notes to Jacor pursuant to Jacor's repurchase offer.
 
    In November 1996, Jacor entered into discussions to expand the  availability
under  the Credit Facility  from up to  $600.0 million to  up to $750.0 million,
among other things. Jacor is discussing with the lenders that the components  of
the  increased Credit  Facility consist  of a  revolving credit  faciity with an
availability of up  to $450.0  million, a $200.0  million seven-year  amortizing
term  loan and a $100.0 million up to eight-year amortizing term loan. There can
be no  assurance  that  the  availability under  the  Credit  Facility  will  be
increased  or  that  the components  of  the  Credit Facility  will  be revised.
Consummation of the Offering is not subject  to an expansion or revision of  the
Credit Facility or consummation of any of the Pending Transactions.
 
                                       15

                                 CAPITALIZATION
 
    The  following sets forth the capitalization of  Jacor on an actual basis as
of September 30, 1996 and as adjusted to give effect to the Citicasters Put  (as
defined below), the Offering and the application of the net proceeds therefrom.
 


                                                                                         AS OF SEPTEMBER 30, 1996
                                                                                        --------------------------
                                                                                                      PRO FORMA AS
                                                                                           ACTUAL       ADJUSTED
                                                                                        ------------  ------------
                                                                                          (DOLLARS IN THOUSANDS)
                                                                                                
Cash(1)...............................................................................  $     52,821  $    107,552
                                                                                        ------------  ------------
                                                                                        ------------  ------------
Long-term debt, including current portion:(2)
    Credit Facility(1)(3).............................................................  $    400,000  $    400,000
    9 3/4% Senior Subordinated Notes due 2006.........................................       --            170,000
    10 1/8% Senior Subordinated Notes due 2006........................................       100,000       100,000
    9 3/4% Senior Subordinated Notes due 2004(3)......................................       125,000        18,125
    Liquid Yield Option Notes due 2011(4).............................................       117,090       117,090
                                                                                        ------------  ------------
        Total long-term debt..........................................................       742,090       805,215
                                                                                        ------------  ------------
Shareholders' equity:
    Common Stock, $.01 par value(5)...................................................           312           312
    Additional paid-in capital........................................................       430,307       430,307
    Citicasters Warrants..............................................................        72,644        72,644
    Retained earnings.................................................................        24,992        24,992
                                                                                        ------------  ------------
        Total shareholders' equity....................................................       528,255       528,255
                                                                                        ------------  ------------
Total capitalization..................................................................  $  1,270,345  $  1,333,470
                                                                                        ------------  ------------
                                                                                        ------------  ------------

 
- ------------------------------
(1)  Jacor  has  entered  into  discussions to  revise  its  Credit  Facility to
     increase the revolving credit  facility component to  up to $450.0  million
     and to decrease the term loan facility components to an aggregate of $300.0
     million.  Jacor  believes such  revision,  if finalized,  would  permit the
     Company to utilize excess cash to reduce outstanding indebtedness under the
     Credit Facility  by repaying  indebtedness  under the  increased  revolving
     credit facility without creating a permanent reduction in availability. Pro
     forma indebtedness reflecting the proposed revisions to the Credit Facility
     would  result in borrowings under the Credit Facility of $300.0 million and
     total long-term debt of $705.2 million.
 
(2)  See Notes 4  and 5 of  Notes to Jacor's  consolidated financial  statements
     which are incorporated herein by reference from Jacor's Quarterly Report on
     Form  10-Q  for  the  quarter  ended  September  30,  1996  for  additional
     information regarding the components and terms of Jacor's long-term debt.
 
(3)  As a  result of  a change  of control  covenant in  the 9  3/4% Notes,  the
     holders  thereof,  upon consummation  of  the Citicasters  Merger,  had the
     option to require  Jacor to  repurchase the  9 3/4%  Notes at  101% of  the
     principal  amount  thereof.  Upon  such repurchase  offer,  the  holders of
     approximately $106.9  million of  9  3/4% Notes  exercised such  option  on
     October  18, 1996 (the "Citicasters Put").  Jacor funded such purchase with
     excess cash and $100.0  million of additional  borrowings under the  Credit
     Facility.
 
(4)  The  LYONs are convertible at any time  on or prior to maturity into Common
     Stock at  a  conversion  rate  of  13.412 shares  per  LYON,  and  are  not
     redeemable  by Jacor prior  to June 12,  2001 and are  subject to mandatory
     redemption at the option of the holders on June 12, 2001 and June 12, 2006.
     No cash interest  or similar  payment is  required in  connection with  the
     LYONs.  The LYONs are obligations of  Jacor Communications, Inc. but not of
     JCC. See "Description of Other Indebtedness -- The LYONs".
 
(5)  Excludes  (i)  options   outstanding  on  the   date  hereof  to   purchase
     approximately  2,030,000  shares  of  Common Stock  at  a  weighted average
     exercise price of $11.84, which options have been granted to (a)  employees
     under Jacor's 1993 Stock Option Plan and 1995 Employee Stock Purchase Plan,
     and  (b)  Jacor's non-employee  directors,  (ii) the  Citicasters Warrants,
     (iii) the  Regent  Warrants, (iv)  units  granted to  Jacor's  non-employee
     directors  in July 1996  to acquire 14,960  shares of Common  Stock and (v)
     units granted  to certain  Jacor  executive officers  in November  1996  to
     acquire 22,488 shares of Common Stock.
 
                                       16

                                    BUSINESS
 
GENERAL
 
    Jacor,  upon consummation  of the Pending  Transactions, will  be the second
largest radio group  in the nation  as measured  by gross revenue  and will  own
and/or  operate 101  radio stations and  one television station  in 24 broadcast
areas across the United States. Jacor's  strategic objective is to be a  leading
radio  broadcaster by operating multiple radio  station platforms in each of its
broadcast areas. The Company's broadcast areas are among the most attractive  in
the  country, demonstrating, as a  group, radio revenue growth  in excess of the
radio industry average over the last five years. In 1995, the Company would have
been the top billing radio group in 15 of its 24 broadcast areas and would  have
had  net revenue and broadcast  cash flow of $383.9  million and $121.9 million,
respectively.
 
    Jacor's principal  executive  offices  are currently  located  at  1300  PNC
Center,  201 East Fifth Street, Cincinnati,  Ohio 45202 and its telephone number
is (513)  621-1300. By  December 31,  1996, Jacor  will relocate  its  principal
executive  offices  to 50  East  RiverCenter Boulevard,  12th  Floor, Covington,
Kentucky 41011 and its telephone number will be (606) 655-2267.
 
    The following table sets forth certain information regarding the Company and
its broadcast areas:
 


                                  COMPANY DATA                     BROADCAST AREA DATA
                      ------------------------------------  ----------------------------------
                       1995      RADIO                                      1995     1990-1995
                       RADIO    AUDIENCE  NO. OF STATIONS       1995        RADIO     REVENUE
                      REVENUE    SHARE    ----------------    ARBITRON     REVENUE     CAGR
BROADCAST AREA         RANK        %       AM    FM    TV       RANK        RANK         %
- --------------------  -------   -------   ----  ----  ----  ------------   -------   ---------
                                                             
Los Angeles.........       5       3.4      1     1   --              2         1        3.6
Atlanta.............       1      15.2      1     3   --             12        10        9.2
San Diego(1)(2).....       1      20.9      3     5   --             15        16        5.5
St. Louis...........       5       9.4      1     2   --             17        18        4.5
Tampa...............       1      33.3      2     5   --             21        21        6.2
Denver(3)...........       1      33.1      4     4   --             23        14        8.6
Portland............       1      18.4      1     2   --             24        23        8.4
Cincinnati(2)(3)....       1      32.4      2     3     1            25        20        7.4
Kansas City.........       1      21.5      1     3   --             26        32        4.3
Columbus............       1      24.7      2     5   --             32        28        6.7
Salt Lake City(3)...       1      21.7      1     4   --             35        33        9.3
Las Vegas...........       1      22.1    --      4   --             48        42       11.8
Louisville..........       2      20.9      1     4   --             49        45        5.8
Jacksonville........       2      22.8      2     3   --             53        46        7.9
Toledo..............       1      35.8      2     3   --             75        74        5.6
Sarasota/Bradenton...      1      10.4      1     2   --             79       176        N/A
Charleston..........       2      13.5    --      2   --             87        90        4.8
Des Moines..........       1      19.9      1     1   --             89        69        8.4
Lexington...........       1      39.2      2     4   --            105        79        6.4
Boise...............       2      17.6      1     2   --            130       104        9.5
Cedar Rapids........       1      25.3      1     1   --            197       127        4.9
Casper..............       3      21.0      1     1   --            263       249        N/A
Fort
Collins/Greeley(4)...    N/A       N/A      1     2   --            N/A       N/A        N/A
Venice/Englewood(4)...    N/A      N/A      1     2   --            N/A       N/A        N/A

 
- ------------------------
 
(1) Excludes two  radio stations  located in  Baja California,  Mexico on  which
    Jacor  provides programming  to and  sells air  time for  under an exclusive
    sales agency agreement.
 
(2) Excludes KCBQ-AM in  San Diego and WKRQ-FM  in Cincinnati which the  Company
    will divest (see "Transactions").
 
(3)  Excludes  one  station in  Denver,  three  stations in  Cincinnati  and two
    stations in  Salt  Lake  City  on  which the  Company  sells  or  will  sell
    advertising  time pursuant to joint sales agreements (see "Business -- Radio
    Station Overview").
 
(4) The Fort Collins/Greeley  and Venice/Englewood broadcast  areas do not  have
    Arbitron ranks.
 
                                       17

BUSINESS STRATEGY
 
    Jacor's  strategic objective is to be a leading radio broadcaster in each of
its broadcast areas. Jacor intends to acquire individual radio stations or radio
groups that strengthen its  strategic position and  that maximize the  operating
performance of its broadcast properties. Specifically, Jacor's business strategy
centers upon:
 
    REVENUE  LEADERSHIP.  Jacor strives to maximize the audience ratings in each
of its  broadcast areas  in order  to capture  the largest  share of  the  radio
advertising  revenue  and  attract advertising  away  from other  media  in that
broadcast area. Jacor focuses  on those locations where  it believes it has  the
potential  to be a leading radio group.  By operating multiple radio stations in
its broadcast  areas, Jacor  is able  to operate  its stations  at lower  costs,
supply more diverse programming and provide advertisers with the greatest access
to targeted demographic groups.
 
    ACQUISITION  AND DEVELOPMENT  OF BROADCAST PROPERTIES.   Jacor's acquisition
strategy focuses on acquiring both  developed, cash flow producing stations  and
underdeveloped "stick" properties (i.e., stations with insignificant ratings and
little  or  no  positive  broadcast  cash  flow)  that  complement  its existing
portfolio and strengthen its overall strategic position. Jacor has been able  to
improve  the ratings of "stick" properties  with increased marketing and focused
programming that complements its  existing radio station formats.  Additionally,
Jacor  increases the revenues and cash flow of "stick" properties by encouraging
advertisers to buy advertising in a package with its more established  stations.
The  Company may enter  new locations through acquisitions  of radio groups that
have multiple station ownership in their respective broadcast areas. The Company
may also seek to acquire individual  stations in new locations that it  believes
are  fragmented  and where  a revenue-leading  position  can be  created through
additional acquisitions.  The Company  may  exit locations  it views  as  having
limited strategic appeal by selling or exchanging existing stations for stations
in other locations where the Company operates, or for stations in new locations.
 
    Additionally, the Company may enter new locations situated near Jacor's core
broadcast areas. The Company believes that it will be able to leverage the costs
associated  with the delivery of high  quality, high cast programming of topical
interest throughout  these geographical  regions,  which programming  would  not
otherwise be economically viable in such smaller broadcast areas. Utilizing this
strategy,  Jacor has recently entered into  agreements or closed transactions to
acquire  radio  stations  in  Venice/Englewood,  Florida;  Lexington,  Kentucky;
Sarasota/Bradenton,   Florida;  Casper,   Wyoming;  and   Fort  Collins/Greeley,
Colorado.
 
    DIVERSE FORMAT  EXPERTISE.    Jacor  management  has  developed  programming
expertise over a broad range of radio formats. This management expertise enables
Jacor to specifically tailor the programming of each station in a broadcast area
in  order  to  maximize  Jacor's  overall  strategic  position.  Jacor  utilizes
sophisticated  research  techniques  to   identify  opportunities  within   each
broadcast  area  and programs  its stations  to provide  complete coverage  of a
demographic or  format  type.  This  strategy allows  Jacor  to  deliver  highly
effective  access to a target demographic and  to capture a higher percentage of
advertising revenues.
 
    DISTINCT STATION  PERSONALITIES.   Jacor  engages in  a number  of  creative
programming  and  promotional efforts  designed to  create listener  loyalty and
station brand awareness. Through these efforts, management seeks to cultivate  a
distinct  personality for each station based  upon the unique characteristics of
each broadcast area. Jacor  hires dynamic on-air  personalities for key  morning
and afternoon "drive times" and provides comprehensive news, traffic and weather
reports  to  create  active  listening  by  the  audience.  This  commitment  to
"foreground" or "high impact" programming has successfully generated significant
audience share.
 
    One of the methods Jacor utilizes to develop the personality of its AM radio
stations  is   by  broadcasting   professional  sporting   events  and   related
programming.  Currently, Jacor has the broadcast rights for the Cincinnati Reds,
Cincinnati  Bengals,  Colorado  Rockies,  Denver  Broncos,  Los  Angeles  Kings,
Portland  Trail Blazers and San Diego  Chargers. Sports broadcasting serves as a
key "magnet" for attracting audiences to a station and then introducing them  to
other  programming features, such as local and national news, entertaining talk,
and weather and traffic reports.
 
    STRONG AM STATIONS.  Jacor is  an industry leader in successfully  operating
AM  stations. While  many radio  groups primarily  utilize network  or simulcast
programming on their AM stations, Jacor also develops
 
                                       18

unique programming for  its AM  stations to  build strong  listener loyalty  and
awareness. Utilizing this operating focus and expertise, Jacor has developed its
AM  stations in Denver and Cincinnati into the revenue and ratings leaders among
both AM and FM stations in their respective broadcast areas. Jacor's targeted AM
programming adds to Jacor's ability to increase its revenues and results in more
complete coverage of the listener base.
 
    Although the cost structure of a large-scale AM station generally results in
lower operating margins than  typical music-based FM  stations, the majority  of
Jacor's  AM  stations  generate  substantial  levels  of  broadcast  cash  flow.
Historically, most other radio broadcast companies have not focused on their  AM
operations  to the same extent as Jacor. Accordingly, most of the AM stations to
be acquired  meaningfully  underperform  Jacor's  AM  stations,  and  management
believes  such stations have  the potential to  generate significant incremental
cash flow.
 
    POWERFUL BROADCAST SIGNALS.   A station's ability  to maintain a  leadership
position  depends in part upon the strength of its broadcasting delivery system.
A powerful  broadcast  signal  enhances  delivery  range  and  clarity,  thereby
influencing   listener  preference  and  loyalty.   Many  of  Jacor's  stations'
broadcasting signals are among the strongest in their respective broadcast areas
reinforcing its leadership position. Jacor opportunistically upgrades the  power
and  quality of the signals of  stations it acquires. Following the consummation
of the Pending Transactions, Jacor expects that relatively inexpensive technical
upgrades in  certain  broadcast areas  will  provide for  significantly  greater
signal presence.
 
RADIO STATION OVERVIEW
 
    The  following table sets forth certain  information regarding the 101 radio
stations that will be  owned and/or operated by  the Company upon completion  of
the Pending Transactions.
 


                                                                                                   TARGET
                        PENDING      1995 COMBINED                                               DEMOGRAPHIC
BROADCAST AREA/       ACQUISITION    RADIO REVENUE                                  TARGET        SHARE %/
STATION                   (P)             RANK                 FORMAT             DEMOGRAPHIC       RANK
- -------------------  --------------  --------------  --------------------------  -------------  -------------
                                                                                 
LOS ANGELES                                5
  KIIS-FM                                            Contemporary Hit Radio      Adults 18-34        4.5/6
  KIIS-AM                                            Contemporary Hit Radio      Adults 18-34        --
 
ATLANTA                                    1
  WPCH-FM                                            Adult Contemporary          Women 25-54         9.2/3
  WGST-AM/FM(1)                                      News Talk                   Men 25-54           5.0/8
  WKLS-FM                                            Album Oriented Rock         Men 18-34          13.0/1
 
DENVER(2)                                  1
  KOA-AM                                             News Talk                   Men 25-54          10.9/2
  KRFX-FM                                            Classic Rock                Men 25-54          12.4/1
  KBPI-FM                                            Rock Alternative            Men 18-34          13.4/2
  KTLK-AM                                            Talk                        Adults 35-64        2.4/13
  KHIH-FM                                            Jazz                        Adults 25-54        4.9/8
  KHOW-AM                                            Talk                        Adults 25-54        2.2/13
  KBCO-AM                                            Talk                        Adults 25-54        --
  KBCO-FM                                            Album Oriented Rock         Adults 25-54        5.7/7
 
SAN DIEGO(3)(4)                            1
  KHTS-FM                                            Rhythmic Hits               Adults 18-34        2.5/11
  KSDO-AM                                            News Talk                   Men 25-54           4.5/8
  KKBH-FM                                            Adult Contemporary          Women 25-54         2.8/9
  KOGO-AM                  P                         Talk                        Adults 25-54        1.4/22
  KKLQ-FM                  P                         Contemporary Hit Radio      Adults 18-34        4.0/7
  KIOZ-FM                  P                         Album Oriented Rock         Men 18-34           7.9/3
  KGB-FM                   P                         Classic Rock                Men 25-54           5.9/1
  KPOP-AM                  P                         Nostalgia                   Adults 35-64        1.5/20
 
ST. LOUIS                                  5
  KMJM-FM                                            Urban Adult Contemporary    Adults 25-54        5.3/6
  KATZ-FM                                            Black Oldies                Adults 25-54        2.1/16
  KATZ-AM                                            Urban Talk                  Adults 35-64        1.6/19

 
                                       19



                                                                                                   TARGET
                        PENDING      1995 COMBINED                                               DEMOGRAPHIC
BROADCAST AREA/       ACQUISITION    RADIO REVENUE                                  TARGET        SHARE %/
STATION                   (P)             RANK                 FORMAT             DEMOGRAPHIC       RANK
- -------------------  --------------  --------------  --------------------------  -------------  -------------
                                                                                 
CINCINNATI(2)(4)                           1
  WLW-AM                                             News Talk                   Men 25-54          13.5/2
  WEBN-FM                                            Album Oriented Rock         Men 18-34          28.2/1
  WOFX-FM                                            Classic Rock                Men 25-54           5.7/5
  WCKY-AM                                            Talk                        Adults 35-64        6.8/4
  WWNK-FM                                            Adult Contemporary          Women 25-54         5.8/5
 
TAMPA                                      1
  WFLA-AM                                            News Talk                   Adults 35-64        6.6/5
  WFLZ-FM                                            Contemporary Hit Radio      Adults 18-34       15.2/1
  WDUV-FM                                            Beautiful/EZ                Adults 35+          9.4/1
  WXTB-FM                                            Album Oriented Rock         Men 18-34          19.2/1
  WTBT-FM                                            Classic Rock                Men 18-34           5.3/6
  WUKS-FM(5)                                         Hot Adult Contemporary      Women 18-34        10.3/2
  WDAE-AM                                            Hot Adult Contemporary      Women 18-34         --
 
PORTLAND                                   1
  KEX-AM                                             News Talk                   Adults 35-64        5.3/6
  KKCW-FM                                            Adult Contemporary          Women 25-54        12.1/1
  KKRZ-FM                                            Contemporary Hit Radio      Women 18-34        14.6/1
 
COLUMBUS                                   1
  WTVN-AM                                            Adult Contemporary/Talk     Adults 35-64        8.3/3
  WLVQ-FM                                            Album Oriented Rock         Men 18-34          13.0/2
  WHOK-FM                                            Country                     Adults 25-54        3.8/9
  WLLD-FM                                            Country                     Adults 25-54        2.2/12
  WLOH-AM                                            News                        Adults 35-64        --
  WAKS-FM                  P                         Classic Rock                Men 25-54           3.2/10
  WAHC-FM                  P                         Oldies/70's                 Men 25-54           1.6/14
 
KANSAS CITY                                1
  WDAF-AM                                            Country                     Adults 35-64        7.7/3
  KYYS-FM                                            Album Oriented Rock         Men 18-34          11.4/3
  KMXV-FM                  P                         Contemporary Hit Radio      Adults 18-34        9.1/4
  KUDL-FM                  P                         Adult Contemporary          Women 25-54         8.9/1
 
SALT LAKE CITY(2)                          1
  KALL-AM                  P                         Talk                        Adults 35-64        5.5/5
  KODJ-FM                  P                         Oldies                      Women 25-54        10.9/2
  KKAT-FM                  P                         Country                     Adults 25-54        4.8/7
  KURR-FM                  P                         New Rock                    Men 18-34           5.5/5
  KZHT-FM                  P                         Contemporary Hit Radio      Women 18-34         5.3/8
 
LAS VEGAS                                  1
  KFMS-FM                  P                         Country                     Adults 25-54        6.2/4
  KWNR-FM                  P                         Country                     Adults 25-54        7.5/1
  KBGO-FM(1)               P                         Oldies                      Women 25-54         4.6/8
  KSNE-FM                  P                         Adult Contemporary          Women 25-54        10.8/1
 
LOUISVILLE                                 2
  WDJX-FM                  P                         Contemporary Hit Radio      Adults 18-34       11.6/2
  WFIA-AM                  P                         Religion                    Adults 25-54        --
  WVEZ-FM                  P                         Adult Contemporary          Women 25-54         7.7/2
  WSFR-FM                  P                         Classic Rock                Men 25-54           6.4/4
  WSJW-FM(1)               P                         Jazz                        Adults 25-54        5.2/8
 
JACKSONVILLE                               2
  WJBT-FM                                            Urban                       Adults 18-34       10.5/3
  WQIK-FM                                            Country                     Adults 25-54        9.5/2
  WSOL-FM                                            Adult Urban                 Adults 25-54        5.6/8
  WZAZ-AM                                            Urban Talk                  Adults 35-64        2.9/12
  WJGR-AM                                            Talk                        Adults 25-54        0.9/18
 
DES MOINES                                 1
  WHO-AM                   P                         News Talk                   Men 25-54          17.7/1
  KLYF-FM                  P                         Adult Contemporary          Women 25-54        11.5/2

 
                                       20



                                                                                                   TARGET
                        PENDING      1995 COMBINED                                               DEMOGRAPHIC
BROADCAST AREA/       ACQUISITION    RADIO REVENUE                                  TARGET        SHARE %/
STATION                   (P)             RANK                 FORMAT             DEMOGRAPHIC       RANK
- -------------------  --------------  --------------  --------------------------  -------------  -------------
                                                                                 
TOLEDO                                     1
  WSPD-AM                                            News Talk                   Adult 35-64         7.4/5
  WVKS-FM                                            Contemporary Hit Radio      Adults 18-34       17.4/1
  WRVF-FM                                            Adult Contemporary          Women 25-54        12.2/3
  WIOT-FM                  P                         Album Oriented Rock         Men 18-34          21.5/1
  WCWA-AM                  P                         Nostalgia                   Adults 35-64        2.5/10
 
LEXINGTON(6)                               1
  WMXL-FM                                            Hot Adult Contemporary      Women 18-34        13.9/3
  WWYC-FM                                            Country                     Adults 25-54        7.9/4
  WLAP-AM                                            Sports                      Men 25-54           2.5/10
  WKQQ-FM                  P                         Album Oriented Rock         Men 18-34          24.5/1
  WXZZ-FM                  P                         Rock Alternative            Men 18-34          11.8/2T
  WTKT-AM                  P                         Rythm and Blues             Adults 35-64        2.6/11
 
CHARLESTON, S.C.                           2
  WEZL-FM                  P                         Country                     Adults 25-54        9.0/1
  WXLY-FM                  P                         Oldies                      Women 25-54         8.7/1
 
BOISE(6)                                   2
  KIDO-AM                  P                         News Talk                   Adults 25-54        8.1/2
  KARO-FM                  P                         Classic Rock                Men 25-54           4.8/7
  KLTB-FM                  P                         Oldies                      Adults 25-54        5.8/6
 
CEDAR RAPIDS(6)                            1
  WMT-AM                   P                         Full Service                Adults 35-64       11.3/4
  WMT-FM                   P                         Adult Contemporary          Women 25-54        17.7/3
 
SARASOTA/                                  1
 BRADENTON(6)
  WSRZ-FM                  P                         Oldies                      Women 25-54         7.1/2
  WYNF-FM                  P                         Classic Rock                Men 25-54          11.1/1
  WSPB-AM                  P                         Business News               Men 35-64           --
 
CASPER(6)                                  3
  KTWO-AM                  P                         Full Service/Country        Adults 35-64       14.6/3
  KMGW-FM                  P                         Adult Contemporary          Women 25-54        12.0/2
 
FORT COLLINS/                             N/A
 GREELEY(7)
  KCOL-AM                  P                         News Talk                   Adults 35-64        --
  KPAW-FM                  P                         Oldies/Adult Contemporary   Adults 25-54        --
  KGLL-FM                  P                         Country                     Adults 25-54        --
 
VENICE/ENGLEWOOD(7)                       N/A
  WAMR-AM                                            Talk                        Adults 25-54        --
  WCTQ-FM                                            Country                     Adults 25-54        --
  WEDD-FM                  P                         --                               --             --

 
- ------------------------------
(1)  The Company  provides programming  and sells  air time  for the  FM station
    pursuant to a LMA.
 
(2) Excludes stations WAQZ-FM, WAZU-AM and WSAI-AM in Cincinnati and KTCL-FM  in
    Denver  on  which Jacor  sells  advertising time  for  pursuant to  JSAs and
    KBKK-FM and KRKR-FM in Salt Lake City on which Regent sells advertising time
    for pursuant to JSAs.
 
(3) Excludes XTRA-FM  and XTRA-AM,  stations Jacor provides  programming to  and
    sells air time for under an exclusive sales agency agreement.
 
(4)  Excludes KCBQ-AM in San  Diego and WKRQ-FM in  Cincinnati which the Company
    will divest (see "Transactions").
 
(5) Formerly known as WUSA-FM. Jacor acquired the licenses and operating  assets
    of WUSA-FM in the Gannett Exchange while Gannett retained the call letters.
 
(6) Share and rank information is derived from the Spring 1996 Arbitron.
 
(7)  The Fort Collins/Greeley  and Venice/Englewood broadcast  areas do not have
    Arbitron ranks.
 
TELEVISION
 
    Jacor owns a television  station in the Cincinnati  broadcast area where  it
currently  owns and operates multiple radio  stations. By operating a television
station in the  broadcast area  where Jacor  has a  significant radio  presence,
Jacor  expects to  realize significant  operating efficiencies  including shared
news departments
 
                                       21

and  reduction  of  administrative  overhead.  Jacor  currently  operates   this
television  station  under a  temporary  waiver of  an  FCC rule  that restricts
ownership of television and radio stations in the same market. This waiver  will
continue  until at least six months after the FCC completes a pending rulemaking
proceeding in which it is  considering whether to substantially liberalize  this
rule.
 
    The  following table sets forth certain information regarding the Cincinnati
television station and the broadcast area in which it operates:


                                                               STATION RANK(1)
                                 NATIONAL         TV        ---------------------
                                 BROADCAST    HOUSEHOLDS                  ADULTS
                                   AREA        IN DMA(1)        TV         AGED
BROADCAST AREA/STATION            RANK(1)       (000S)      HOUSEHOLDS     25-54
- ------------------------------  -----------   -----------   -----------   -------
                                                              
Cincinnati/WKRC                         29           793             3        1T
 

                                   COMMERCIAL
                                   STATIONS IN
                                    BROADCAST
                                      AREA             CABLE
                                -----------------   SUBSCRIBER      NETWORK
BROADCAST AREA/STATION            VHF       UHF          %        AFFILIATION
- ------------------------------  -------   -------   -----------   -----------
                                                      
Cincinnati/WKRC                      3         2            61           CBS

 
- ------------------------------
(1)  Rankings for  Designated  Market Area  ("DMA"),  6:00 a.m.  to  2:00  a.m.,
     Sunday-Saturday for "TV Households" and "Adults aged 25-54." "T" designates
     tied. This market information is from Nielsen.
 
ENERGY AND ENVIRONMENTAL MATTERS
 
    Jacor's source of energy used in its broadcasting operations is electricity.
No  limitations have  been placed on  the availability of  electrical power, and
management believes its  energy sources are  adequate. Management believes  that
Jacor  is currently in material compliance with all statutory and administrative
requirements as related to environmental quality and pollution control.
 
                                       22

                              DESCRIPTION OF NOTES
 
    Set  forth below is a summary of  certain provisions of the Notes. The Notes
will be issued  pursuant to an  indenture (the  "Indenture") to be  dated as  of
December 17, 1996, by and among JCC, the Guarantors and The Bank of New York, as
trustee (the "Trustee"). The terms of the Indenture are also governed by certain
provisions  contained  in  the Trust  Indenture  Act  of 1939,  as  amended. The
following summaries of certain provisions  of the Indenture are summaries  only,
do  not purport to be complete and  are qualified in their entirety by reference
to all of the provisions of the Indenture. Capitalized terms used herein and not
otherwise defined shall  have the meanings  assigned to them  in the  Indenture.
Wherever particular provisions of the Indenture are referred to in this summary,
such  provisions are incorporated by reference as  a part of the statements made
and such statements are qualified in their entirety by such reference. The  form
of  the Indenture has been filed as  an exhibit to the Registration Statement of
which this Prospectus is a  part. A copy of the  form of Indenture is  available
upon request.
 
GENERAL
 
    The  Notes will  be senior  subordinated, unsecured,  general obligations of
JCC, limited in aggregate principal amount to $170.0 million. The Notes will  be
subordinate  in right of payment  to certain other debt  obligations of JCC. The
Notes will be jointly and  severally irrevocably and unconditionally  guaranteed
on  a  senior subordinated  basis  by the  Guarantors.  The obligations  of each
Guarantor under its guarantee, however, will be limited in a manner intended  to
avoid  such guarantee being deemed a fraudulent conveyance under applicable law.
See "Fraudulent Transfer Considerations" below. The Notes will be issued only in
fully registered form, without coupons, in denominations of $1,000 and  integral
multiples thereof.
 
    The  Notes will mature on December 15, 2006. The Notes will bear interest at
the rate per annum stated on the cover page hereof from the date of issuance  or
from  the most recent Interest  Payment Date to which  interest has been paid or
provided for, payable  semi-annually on June  15 and December  15 of each  year,
commencing  June  15,  1997 ,  to  the persons  in  whose names  such  Notes are
registered at the  close of business  on the  June 1 or  December 1  immediately
preceding  such Interest Payment Date. Interest  will be calculated on the basis
of a 360-day year consisting of twelve 30-day months.
 
    Principal of, premium, if  any, and interest on  the Notes will be  payable,
and  the Notes may be presented for registration of transfer or exchange, at the
office or agency  of JCC  maintained for such  purpose, which  office or  agency
shall  be maintained in the  Borough of Manhattan, The City  of New York. At the
option of JCC, payment of interest may be made by check mailed to the Holders of
the Notes at the addresses set forth  upon the registry books of the  Registrar.
No  service charge will be made for  any registration of transfer or exchange of
Notes, but JCC may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. Until otherwise  designated
by JCC, JCC's office or agency will be the corporate trust office of the Trustee
presently  located at the office of the Trustee in the Borough of Manhattan, The
City of New York.
 
SUBORDINATION
 
    The Notes and the Guarantees will  be general, unsecured obligations of  JCC
and the Guarantors, respectively, subordinated in right of payment to all Senior
Debt of JCC and the Guarantors, as applicable, including the Credit Facility. As
of  September 30,  1996, JCC  had outstanding  an aggregate  principal amount of
$400.0 million of secured Senior Debt and $225.0 million of senior  subordinated
indebtedness  ($100.0 million  of 10  1/8% Notes  and $125.0  million of  9 3/4%
Notes). On a pro forma basis, as  of September 30, 1996, after giving effect  to
the  Citicasters Put and this Offering and  the application of the proceeds from
this Offering, JCC would have had outstanding an aggregate of $400.0 million  of
secured  Senior  Debt and  $288.1  million of  senior  subordinated indebtedness
($170.0 million of Notes, $100.0 million of  10 1/8% Notes and $18.1 million  of
9 3/4% Notes) and Jacor would have had outstanding an aggregate of approximately
$117.1  million  of  LYONS  (as  defined  herein)  which  would  be  effectively
subordinate to the Notes in right of payment.
 
    The Indenture provides that no payment  (including any payment which may  be
payable  to any Holder by reason of  the subordination of any other indebtedness
or other obligations to, or guarantee of, the Notes) or distribution (by set-off
or otherwise) may be made by or on behalf of JCC or a Guarantor, as  applicable,
on  account  of the  principal of,  premium, if  any, or  interest on  the Notes
(including any repurchases of Notes)
 
                                       23

or any  other amounts  with respect  thereto, or  on account  of the  redemption
provisions  of the Notes, for cash or property (other than Junior Securities, as
defined herein),  (i) upon  the  maturity of  any Senior  Debt  of JCC  or  such
Guarantor  by lapse of  time, acceleration (unless  waived) or otherwise, unless
and until all principal of, premium, if any, and the interest on, and all  other
amounts  with respect  to, such Senior  Debt are first  paid in full  in cash or
otherwise to the extent each of  the holders of Senior Debt accept  satisfaction
of  amounts due to such holder by settlement  in other than cash, or (ii) in the
event of  default in  the  payment of  any principal  of,  premium, if  any,  or
interest  on, or any other  amounts with respect to, Senior  Debt of JCC or such
Guarantor when it  becomes due and  payable, whether  at maturity or  at a  date
fixed  for prepayment or by  declaration or otherwise (each  of the foregoing, a
"Payment Default"), unless  and until  such Payment  Default has  been cured  or
waived or otherwise has ceased to exist.
 
    Upon  (i) the  happening of  a default (other  than a  Payment Default) that
permits the holders  of Senior Debt  (or a percentage  thereof) to declare  such
Senior  Debt to be due and payable and (ii) written notice of such default given
to JCC and the Trustee  by the Representative under  the Credit Facility or  the
holders  of an aggregate of at  least $25.0 million principal amount outstanding
of any other Senior Debt or  their representative at such holders' direction  (a
"Payment  Notice"), then, unless and until such default has been cured or waived
or otherwise has ceased to exist, no payment (including any payment which may be
payable to any Holder by reason  of the subordination of any other  indebtedness
or other obligations to, or guarantee of, the Notes) or distribution (by set-off
or  otherwise) may be made by  or on behalf of JCC  or any Guarantor which is an
obligor under such Senior Debt on account of the principal of, premium, if  any,
or interest on the Notes (including any repurchases of any of the Notes), or any
other amount with respect thereto, or on account of the redemption provisions of
the  Notes, in any such  case, other than payments  made with Junior Securities.
Notwithstanding the foregoing, unless the Senior  Debt in respect of which  such
default exists has been declared due and payable in its entirety within 179 days
after  the Payment Notice is delivered as set forth above (the "Payment Blockage
Period") (and such declaration has not been rescinded or waived), at the end  of
the  Payment Blockage Period (and assuming  that no Payment Default exists), JCC
and the Guarantors shall not be prohibited by the subordination provisions  from
paying  all sums then  due and not paid  to the Holders of  the Notes during the
Payment Blockage Period  due to  the foregoing  prohibitions and  to resume  all
other  payments as and when due on the  Notes. Any number of Payment Notices may
be given; PROVIDED, HOWEVER, that (i) not more than one Payment Notice shall  be
given  within a  period of any  360 consecutive  days, and (ii)  no default that
existed upon the date of  delivery of such Payment  Notice (whether or not  such
default  is on the  same issue of Senior  Debt) shall be made  the basis for the
commencement of any other Payment Blockage Period.
 
    Upon  any  distribution  of  assets  of  JCC  or  any  Guarantor  upon   any
dissolution,  winding up, total or partial  liquidation or reorganization of JCC
or a Guarantor,  whether voluntary  or involuntary,  in bankruptcy,  insolvency,
receivership  or  a similar  proceeding or  upon assignment  for the  benefit of
creditors or any marshalling  of assets or liabilities,  (i) the holders of  all
Senior  Debt of JCC or such Guarantor,  as applicable, will first be entitled to
receive payment in full of  all amounts of Senior Debt  in cash or otherwise  to
the  extent  each  of  such  holders  accepts  satisfaction  of  amounts  due by
settlement in other  than cash before  the Holders are  entitled to receive  any
payment  (including any payment which may be  payable to any Holder by reason of
the subordination  of  any  other  indebtedness  or  other  obligations  to,  or
guarantee of, the Notes) or distribution on account of principal of, premium, if
any,  and interest on,  or any other  amounts with respect  to, the Notes (other
than Junior Securities) and (ii) any payment or distribution of assets of JCC or
such Guarantor  of any  kind or  character  from any  source, whether  in  cash,
property  or securities (other  than Junior Securities) to  which the Holders or
the Trustee on behalf of the Holders would be entitled (by set-off or otherwise)
except for the subordination provisions contained in the Indenture, will be paid
by the liquidating trustee  or agent or  other person making  such a payment  or
distribution directly to the holders of such Senior Debt or their representative
to  the  extent  necessary to  make  payment in  full  on all  such  Senior Debt
remaining unpaid, after giving effect to any concurrent payment or  distribution
to the holders of such Senior Debt.
 
    In   the  event  that,   notwithstanding  the  foregoing,   any  payment  or
distribution of assets of  JCC or any Guarantor  (other than Junior  Securities)
shall  be received by the Trustee or the  Holders at a time when such payment or
distribution  is  prohibited  by  the  foregoing  provisions,  such  payment  or
distribution shall be held
 
                                       24

in  trust for the benefit of the holders  of such Senior Debt, and shall be paid
or delivered by the Trustee or such Holders, as the case may be, to the  holders
of   such  Senior   Debt  remaining  unpaid   or  to   their  representative  or
representatives, or to the trustee or  trustees under any indenture pursuant  to
which  any instruments evidencing any of such  Senior Debt may have been issued,
ratably according to the aggregate principal amounts remaining unpaid on account
of such Senior Debt held or represented by each, for application to the  payment
of  all such Senior  Debt remaining unpaid,  to the extent  necessary to pay all
such Senior Debt in full in cash or otherwise to the extent each of the  holders
of  such Senior Debt accept  satisfaction of amounts due  by settlement in other
than cash after giving effect to  any concurrent payment or distribution to  the
holders  of  such  Senior  Debt.  The  Indenture  will  contain  other customary
subordination provisions, including  rights of  subrogation and  rights to  file
claims in bankruptcy.
 
    As  among JCC, the Guarantors and the Holders, no provision contained in the
Indenture or the Notes  will affect the obligations  of JCC and the  Guarantors,
which  are absolute and unconditional, to  pay, when due, principal of, premium,
if any, and interest on the Notes. The subordination provisions of the Indenture
and the Notes will not prevent the occurrence of any Default or Event of Default
under the Indenture or limit the rights  of the Trustee or any Holder to  pursue
any other rights or remedies with respect to the Notes.
 
    As  a  result  of  these  subordination  provisions,  in  the  event  of the
liquidation, bankruptcy,  reorganization,  insolvency, receivership  or  similar
proceeding  or an assignment for  the benefit of the creditors  of JCC or any of
the Guarantors or a marshalling  of assets or liabilities of  JCC or any of  the
Guarantors, holders of the Notes may receive ratably less than other creditors.
 
    JCC conducts operations through its subsidiaries. Accordingly, JCC's ability
to  meet  its  cash  obligations  will be  dependent  upon  the  ability  of its
subsidiaries to make cash distributions to JCC. Furthermore, any right of JCC to
receive the assets of any such subsidiary upon such subsidiary's liquidation  or
reorganization  effectively  will be  subordinated by  operation  of law  to the
claims of such subsidiary's creditors (including trade creditors) and holders of
such subsidiary's  preferred stock,  except to  the extent  that JCC  is  itself
recognized  as a creditor or preferred  stockholder of such subsidiary, in which
case the  claims  of JCC  would  still be  subordinate  to any  indebtedness  or
preferred  stock of such subsidiary  senior in right of  payment to that held by
JCC.
 
FRAUDULENT TRANSFER CONSIDERATIONS
 
    Generally, under various state and federal fraudulent transfer or fraudulent
conveyance laws (collectively,  the "Fraudulent Transfer  Laws"), a  Guarantor's
obligations  under the Guarantee of  the Notes could be avoided  if a court in a
lawsuit by  an  unpaid creditor  of  a Guarantor  or  a representative  of  such
creditors  (such as a trustee in bankruptcy or JCC as debtor-in-possession) were
to find that (i)  the Guarantor did not  receive reasonably equivalent value  or
fair  consideration in exchange for the obligation created by the Notes and (ii)
at the time of  the issuance of  the Notes, the Guarantor  (A) was insolvent  or
became insolvent as a result of the incurrence of the obligations represented by
the  Notes,  (B) was  engaged, or  was about  to  be engaged,  in a  business or
transaction for which the property remaining  with it was an unreasonably  small
capital  or  for which  its unencumbered  assets constituted  unreasonably small
capital, or (C) intended to incur, or believed that it would incur, debts beyond
its ability to pay as such debts matured.
 
    A  court  could  conclude  that  a  Guarantor  did  not  receive  reasonably
equivalent  value  or fair  consideration to  the  extent that  such Guarantor's
liability on its guarantee exceeds the economic benefits that it receives in the
Offering. Were  a  court to  so  find, the  court  could avoid  the  Guarantor's
obligation  under its guarantee and direct the return of amounts paid thereunder
if one or more of the conditions set forth in subparagraphs (ii)(A), (B), or (C)
above were also met as to such Guarantor. Management believes, however, that the
Guarantees have been structured  so as to minimize  the likelihood that a  court
would  find that  the Guarantor did  not receive reasonably  equivalent value or
fair consideration  for  its Guarantee  (the  "Savings Clause").  No  assurance,
however,  can be  given that  a court  would uphold  such a  fraudulent transfer
Savings Clause. Moreover, there can be no assurance that a court would not limit
a Guarantee to an amount  equal to the Notes  proceeds actually received by  any
given Guarantor.
 
    The determination of insolvency for purposes of the Fraudulent Transfer Laws
may  vary depending upon  the law of the  jurisdiction being applied. Generally,
however,   an    entity    is   insolvent    if    (i)   the    sum    of    its
 
                                       25

debts  (including unliquidated or  contingent debts) is greater  than all of its
property, at a fair  valuation or (ii)  the present fair  saleable value of  its
assets  is  less than  the  amount that  will be  required  to pay  its probable
liability  on  its  existing  debts   as  they  become  absolute  and   matured.
Additionally,  under  certain  state  Fraudulent  Transfer  Laws,  an  entity is
presumed to be insolvent if it is generally not paying its debts as they  become
due.
 
    Furthermore,  a court could avoid JCC's  obligations under the Notes and the
Guarantors' obligations under their respective Guarantees without regard to  the
solvency, capitalization and other conditions described in clauses (ii)(A), (B),
and  (C) above  if it  finds that the  obligations created  by the  Notes or the
Guarantees were incurred  with actual intent  to hinder, delay,  or defraud  now
existing  or future  creditors. If  the obligations under  the Notes  were to be
avoided, there can  be no  assurance that  the recoveries  under the  Guarantees
would  be sufficient  to pay  the outstanding  amounts due  and owing  under the
Notes. Moreover,  if  the obligations  of  one or  more  Guarantors were  to  be
avoided,  there  can be  no  assurance that  the  remaining Guarantees  would be
sufficient to ensure payment in full on the Notes.
 
OPTIONAL REDEMPTION
 
    Except as set forth below, JCC will  not have the right to redeem any  Notes
prior  to December 15, 2001. The Notes will  be redeemable at the option of JCC,
in whole or in part, at  any time on or after  December 15, 2001, upon not  less
than  30 days  nor more  than 60  days notice  to each  holder of  Notes, at the
following redemption prices (expressed as  percentages of the principal  amount)
if  redeemed  during the  12-month period  commencing December  15 of  the years
indicated below, in each case  (subject to the right of  Holders of record on  a
Record  Date to receive interest  due on an Interest Payment  Date that is on or
prior to such Redemption Date) together with accrued and unpaid interest thereon
to the Redemption Date:
 


                                      YEAR                                         PERCENTAGE
- ---------------------------------------------------------------------------------  -----------
                                                                                
2001.............................................................................    104.875%
2002.............................................................................    103.250%
2003.............................................................................    101.625%
2004 and thereafter..............................................................    100.000%

 
    In the case of a partial redemption,  the Trustee shall select the Notes  or
portions  thereof for redemption  on a PRO RATA  basis, by lot  or in such other
manner it deems  appropriate and  fair. The  Notes may  be redeemed  in part  in
multiples of $1,000 only.
 
    The Notes will not have the benefit of any sinking fund.
 
    Notice of any redemption will be sent, by first class mail, at least 30 days
and  not more than 60 days prior to  the date fixed for redemption to the Holder
of each Note to be redeemed to such Holder's last address as then shown upon the
registry books  of the  Registrar. Any  notice which  relates to  a Note  to  be
redeemed  in part only must  state the portion of  the principal amount equal to
the unredeemed portion  thereof and must  state that  on and after  the date  of
redemption,  upon surrender  of such Note,  a new  Note or Notes  in a principal
amount equal to the unredeemed portion thereof will be issued. On and after  the
date  of redemption,  interest will  cease to  accrue on  the Notes  or portions
thereof called for redemption, unless JCC defaults in the payment thereof.
 
CERTAIN COVENANTS
 
    REPURCHASE OF NOTES AT THE OPTION OF THE HOLDER UPON A CHANGE OF CONTROL
 
    The Indenture will provide that  in the event that  a Change of Control  has
occurred,  each Holder of  Notes will have  the right, at  such Holder's option,
pursuant to  an irrevocable  and  unconditional offer  by  JCC (the  "Change  of
Control  Offer"), to require JCC to repurchase  all or any part of such Holder's
Notes (PROVIDED, that the principal  amount of such Notes  must be $1,000 or  an
integral  multiple thereof)  on a date  (the "Change of  Control Purchase Date")
that is no later than  35 Business Days after the  occurrence of such Change  of
Control,  at a cash price (the "Change of Control Purchase Price") equal to 101%
of the principal amount thereof, together  with accrued and unpaid interest,  if
any,  to the Change of Control Purchase  Date. The Change of Control Offer shall
be made  within  10  Business Days  following  a  Change of  Control  and  shall
 
                                       26

remain  open for  20 Business  Days following  its commencement  (the "Change of
Control Offer Period"). Upon expiration of  the Change of Control Offer  Period,
JCC  promptly  shall purchase  all Notes  properly tendered  in response  to the
Change of Control Offer.
 
    As used herein, (a) prior to the earlier  of (x) the maturity of the 9  3/4%
Notes, (y) the date upon which defeasance of the 9 3/4% Notes becomes effective,
and (z) the date on which there are no longer any 9 3/4% Notes outstanding under
the  terms of the governing indenture (each a "9 3/4% Note Event"), a "Change of
Control" means any  transaction or series  of transactions in  which any of  the
following  occurs: (i)  any person  or group (within  the meaning  of Rule 13d-3
under the Securities Exchange Act of  1934, as amended (the "Exchange Act")  and
Sections  13(d) and 14(d) of the Exchange  Act), other than Zell/Chilmark or any
of its Affiliates, becomes the direct or indirect "beneficial owner" (as defined
in Rule 13d-3  under the  Exchange Act)  of (A) greater  than 50%  of the  total
voting power (on a fully diluted basis as if all convertible securities had been
converted)  entitled to vote in  the election of directors  of JCC or CitiCo, or
the surviving person (if other than the Company), or (B) greater than 20% of the
total voting power (on  a fully diluted basis  as if all convertible  securities
had  been converted)  entitled to vote  in the  election of directors  of JCC or
CitiCo, or the surviving person  (if other than JCC),  and such person or  group
has  the ability to elect, directly or  indirectly, a majority of the members of
the Board of Directors of JCC; or (ii) JCC or CitiCo consolidates with or merges
into another person,  another person  consolidates with  or merges  into JCC  or
CitiCo, JCC or CitiCo issues shares of its Capital Stock or all or substantially
all  of the assets of  JCC or CitiCo are  sold, assigned, conveyed, transferred,
leased or otherwise disposed of to any person as an entirety or substantially as
an entirety  in one  transaction or  a series  of related  transactions and  the
effect of such consolidation, merger, issuance or sale is as described in clause
(i)  above. Notwithstanding the foregoing, no  Change of Control shall be deemed
to have occurred by virtue  of (I) JCC or any  of its employee benefit or  stock
plans  filing (or being required to file after the lapse of time) a Schedule 13D
or 14D-1  (or  any successor  or  similar schedule,  form  or report  under  the
Exchange  Act) or (II) the purchase by one or more underwriters of Capital Stock
of JCC in connection with a Public Offering; and (b) upon and following a 9 3/4%
Note Event, a "Change of Control" will  mean (i) any merger or consolidation  of
JCC  with or into any person or  any sale, transfer or other conveyance, whether
direct or indirect, of all or substantially all of any of the assets of JCC,  on
a  consolidated basis, in  one transaction or a  series of related transactions,
if, immediately  after giving  effect to  such transaction(s),  any "person"  or
"group"  (as such terms are used for purposes of Sections 13(d) and 14(d) of the
Exchange Act, whether or not applicable)  (other than an Excluded Person) is  or
becomes  the "beneficial owner," directly or indirectly, of more than 50% of the
total voting power in the aggregate normally entitled to vote in the election of
directors, managers,  or  trustees,  as  applicable,  of  the  transferee(s)  or
surviving  entity or entities, (ii)  any "person" or "group"  (as such terms are
used for purposes of Sections  13(d) and 14(d) of  the Exchange Act, whether  or
not  applicable) (other than  an Excluded Person) is  or becomes the "beneficial
owner," directly or indirectly, of  more than 50% of  the total voting power  in
the  aggregate of all classes of Capital  Stock of JCC then outstanding normally
entitled to vote in  elections of directors,  or (iii) during  any period of  12
consecutive months after the Issue Date, individuals who at the beginning of any
such  12-month period constituted  the Board of Directors  of JCC (together with
any new directors whose election by such Board or whose nomination for  election
by the shareholders of JCC was approved by a vote of a majority of the directors
then  still in office who were either  directors at the beginning of such period
or whose election or nomination for  election was previously so approved)  cease
for any reason to constitute a majority of the Board of Directors of JCC then in
office.
 
    On  or before the Change  of Control Purchase Date,  JCC will (i) accept for
payment Notes or portions  thereof properly tendered pursuant  to the Change  of
Control  Offer, (ii) deposit  with the Paying  Agent cash sufficient  to pay the
Change of Control Purchase Price (together with accrued and unpaid interest)  of
all  Notes  so tendered  and  (iii) deliver  to  the Trustee  Notes  so accepted
together with an  Officers' Certificate  listing the Notes  or portions  thereof
being  purchased by JCC. The Paying Agent promptly will pay the Holders of Notes
so accepted an amount  equal to the Change  of Control Purchase Price  (together
with  accrued and unpaid  interest), and the  Trustee promptly will authenticate
and deliver  to  such Holders  a  new Note  equal  in principal  amount  to  any
unpurchased  portion of the Note surrendered. Any  Notes not so accepted will be
delivered promptly by JCC to the Holder thereof. JCC publicly will announce  the
results  of the Change of  Control Offer on or as  soon as practicable after the
Change of Control Purchase Date.
 
                                       27

    A change of control under the indenture which governs each of the Notes, the
9 3/4% Notes, the 10 1/8% Notes and the LYONs will result in a default under the
Credit Facility. Additionally, unless JCC is successful in seeking consents from
its lenders under  the Credit Facility  to permit change  of control  repurchase
offers  for each of the Notes, the 9 3/4%  Notes, the 10 1/8% Notes or the LYONs
or JCC is successful in refinancing such borrowings, such event of default under
the Credit  Facility would  constitute an  event of  default under  each of  the
Notes, the 9 3/4% Notes, the 10 1/8% Notes and the LYONs. Such events of default
could  result in the immediate acceleration of all then outstanding indebtedness
under each of the Notes, the 9 3/4% Notes, the 10 1/8% Notes and the LYONs. As a
result, differences in the definitions of change of control under the indentures
for the Notes, the 9 3/4% Notes, the 10 1/8% Notes and the LYONs will not have a
difference in the effect on JCC or  the respective holders other than where  the
lenders  under the  Credit Facility  have waived such  event of  default. In the
event of such waiver  there could be  a change of control  under the Notes,  the
9 3/4% Notes and the 10 1/8% Notes which would not result in a change of control
under the LYONs or VICE VERSA. See "Description of Other Indebtedness."
 
    The  Change of Control purchase feature of the Notes may make more difficult
or discourage a takeover of JCC, and, thus, the removal of incumbent management.
 
    The phrase "all or substantially  all" of the assets  of JCC will likely  be
interpreted  under applicable  state law and  will be  dependent upon particular
facts and circumstances. As a  result, there may be  a degree of uncertainty  in
ascertaining  whether a sale  or transfer of  "all or substantially  all" of the
assets of any of JCC has occurred. In addition, no assurances can be given  that
JCC  will be able to  acquire Notes tendered upon the  occurrence of a Change of
Control.
 
    Any Change of Control Offer will  be made in compliance with all  applicable
laws,  rules and regulations, including, if applicable, Regulation 14E under the
Exchange Act and the rules thereunder and all other applicable Federal and state
securities laws.
 
    LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS AND DISQUALIFIED CAPITAL
STOCK
 
    The Indenture will provide that, except as set forth below in this covenant,
JCC and the Subsidiary  Guarantors will not,  and will not  permit any of  their
Subsidiaries  to, directly or indirectly, issue, assume, guaranty, incur, become
directly or  indirectly liable  with respect  to (including  as a  result of  an
Acquisition),  or otherwise  become responsible  for, contingently  or otherwise
(individually and collectively, to "incur" or, as appropriate, an "incurrence"),
any  Indebtedness  or  any   Disqualified  Capital  Stock  (including   Acquired
Indebtedness)  other than Permitted  Indebtedness. Notwithstanding the foregoing
limitations, JCC  may  incur  Indebtedness and  Disqualified  Capital  Stock  in
addition  to Permitted Indebtedness: if (i) no Default or Event of Default shall
have occurred and  be continuing at  the time  of, or would  occur after  giving
effect  on a PRO FORMA basis to, such incurrence of Indebtedness or Disqualified
Capital Stock and (ii) on the  date of such incurrence (the "Incurrence  Date"),
the  Leverage Ratio  of JCC for  the Reference Period  immediately preceding the
Incurrence Date, after giving effect on a PRO FORMA basis to such incurrence  of
such  Indebtedness or Disqualified Capital Stock and, to the extent set forth in
the definition of  Leverage Ratio, the  use of proceeds  thereof, would be  less
than 7.0 to 1.
 
    Indebtedness   or  Disqualified  Capital  Stock   of  any  person  which  is
outstanding at the time such person becomes a Subsidiary of JCC (including  upon
designation of any subsidiary or other person as a Subsidiary) or is merged with
or  into or consolidated with JCC or a Subsidiary of JCC shall be deemed to have
been Incurred at the  time such Person  becomes such a Subsidiary  of JCC or  is
merged  with  or  into or  consolidated  with JCC  or  a Subsidiary  of  JCC, as
applicable.
 
    LIMITATION ON RESTRICTED PAYMENTS
 
    The Indenture will provide that JCC and its Subsidiaries will not, and  will
not  permit  any of  their  Subsidiaries to,  directly  or indirectly,  make any
Restricted Payment if, after giving effect  to such Restricted Payment on a  PRO
FORMA  basis, (1) a  Default or an Event  of Default shall  have occurred and be
continuing, (2)  JCC is  not permitted  to incur  at least  $1.00 of  additional
Indebtedness  pursuant  to the  Leverage Ratio  in  the covenant  "Limitation on
Incurrence of Additional  Indebtedness and Disqualified  Capital Stock," or  (3)
the   aggregate  amount  of  all  Restricted   Payments  made  by  JCC  and  its
Subsidiaries, including after giving effect to such proposed Restricted Payment,
from  and   after   the  Issue   Date,   would   exceed  the   sum   of   (a)(x)
 
                                       28

100%   of  the  aggregate  Consolidated  EBITDA  of  JCC  and  its  Consolidated
Subsidiaries for the period (taken as one accounting period), commencing on  the
first  day of the first full fiscal  quarter commencing after the Issue Date, to
and including the last day of the fiscal quarter ended immediately prior to  the
date  of each such  calculation (or, in  the event Consolidated  EBITDA for such
period is  a deficit,  then  minus 100%  of such  deficit)  less (y)  1.4  times
Consolidated  Fixed Charges for the same period  plus (b) the aggregate Net Cash
Proceeds received by  JCC from the  sale of its  Qualified Capital Stock  (other
than  (i) to a  Subsidiary of JCC and  (ii) to the  extent applied in connection
with a Qualified Exchange), after the Issue Date.
 
    The foregoing clauses (2)  and (3) of  the immediately preceding  paragraph,
however,  will  not  prohibit  (w)  payments to  Jacor  to  reimburse  Jacor for
reasonable and necessary corporate  and administrative expenses, (x)  Restricted
Investments,  PROVIDED, that, after  giving PRO FORMA  effect to such Restricted
Investment, the aggregate amount of all  such Restricted Investments made on  or
after  the Issue  Date that  are outstanding  (after giving  effect to  any such
Restricted Investments that are returned to JCC or the Subsidiary Guarantor that
made such prior Restricted Investment, without restriction, in cash on or  prior
to  the date of any such calculation) at  any time does not exceed $5.0 million,
(y) a  Qualified Exchange,  and (z)  the payment  of any  dividend on  Qualified
Capital  Stock within 60 days after the date of its declaration if such dividend
could have been  made on the  date of  such declaration in  compliance with  the
foregoing provisions. The full amount of any Restricted Payment made pursuant to
the  foregoing  clauses  (x)  and (z)  of  the  immediately  preceding sentence,
however, will  be  deducted  in  the calculation  of  the  aggregate  amount  of
Restricted  Payments  available to  be made  referred  to in  clause (3)  of the
immediately preceding paragraph.
 
    LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING
SUBSIDIARIES
 
    The Indenture will provide that JCC and its Subsidiaries will not, and  will
not  permit any of their Subsidiaries to,  create, assume or suffer to exist any
consensual restriction on the ability of any Subsidiary of JCC to pay  dividends
or  make other distributions to or on behalf  of, or to pay any obligation to or
on behalf of, or otherwise to transfer assets or property to or on behalf of, or
make or pay loans or advances to or on behalf of, JCC or any Subsidiary of  JCC,
except  (a) restrictions imposed by the Notes or the Indenture, (b) restrictions
imposed  by   applicable  law,   (c)  existing   restrictions  under   specified
Indebtedness  outstanding on the Issue Date, (d) restrictions under any Acquired
Indebtedness not  incurred  in  violation  of the  Indenture  or  any  agreement
relating  to any  property, asset,  or business  acquired by  JCC or  any of its
Subsidiaries,  which  restrictions  in  each   case  existed  at  the  time   of
acquisition, were not put in place in connection with or in anticipation of such
acquisition  and  are  not  applicable  to any  person,  other  than  the person
acquired, or to any property, asset or business, other than the property, assets
and business so  acquired, (e) any  such restriction or  requirement imposed  by
Indebtedness  incurred  under paragraph  (f) under  the definition  of Permitted
Indebtedness, provided such  restriction or requirement  is no more  restrictive
than  that imposed by the Credit Facility as of the Issue Date, (f) restrictions
with respect  solely  to a  Subsidiary  of JCC  imposed  pursuant to  a  binding
agreement  which has  been entered into  for the  sale or disposition  of all or
substantially all of the Equity Interests or assets of such Subsidiary, provided
such restrictions  apply  solely to  the  Equity  Interests or  assets  of  such
Subsidiary  which are  being sold,  and (g) in  connection with  and pursuant to
permitted Refinancings, replacements of restrictions imposed pursuant to clauses
(a), (c) or (d) of this paragraph that are not more restrictive than those being
replaced and do not apply  to any other person or  assets than those that  would
have  been  covered  by  the restrictions  in  the  Indebtedness  so refinanced.
Notwithstanding the  foregoing,  neither (a)  customary  provisions  restricting
subletting  or assignment of  any lease entered  into in the  ordinary course of
business, consistent with  industry practice, or  other standard  non-assignment
clauses  in  contracts entered  into  in the  ordinary  course of  business, (b)
Capital Leases or agreements governing purchase money Indebtedness which contain
restrictions of the type referred to above with respect to the property  covered
thereby,  nor (c)  Liens permitted  under the terms  of the  Indenture on assets
securing Senior Debt incurred pursuant to the Leverage Ratio in accordance  with
the   covenant  described   under  "Limitation   on  Incurrence   of  Additional
Indebtedness and  Disqualified  Capital  Stock" or  permitted  pursuant  to  the
definition  of Permitted Indebtedness shall in and of themselves be considered a
restriction on  the  ability  of  the applicable  Subsidiary  to  transfer  such
agreement or assets, as the case may be.
 
                                       29

    LIMITATIONS ON LAYERING INDEBTEDNESS; LIENS
 
    The  Indenture will provide that JCC and its Subsidiaries will not, and will
not permit any  of their  Subsidiaries to,  directly or  indirectly, incur,  or,
other  than  with  respect  to  the  10 1/8%  Notes,  suffer  to  exist  (a) any
Indebtedness that is subordinate in right  of payment to any other  Indebtedness
of JCC or a Guarantor unless, by its terms, such Indebtedness (i) has a maturity
date  subsequent to the Stated Maturity of  the Notes and an Average Life longer
than that of the Notes and (ii) is subordinate in right of payment to, or  ranks
PARI  PASSU with, the Notes or the  Guarantees, as applicable, or (b) other than
Permitted Liens, any Lien upon any of its property or assets, whether now  owned
or  hereafter  acquired,  or  upon  any  income  or  profits  therefrom securing
Indebtedness other than (1) Liens securing Senior Debt incurred pursuant to  the
Leverage  Ratio in accordance  with the covenant  described under "Limitation on
Incurrence of Additional  Indebtedness and Disqualified  Capital Stock" and  (2)
Liens  securing Senior Debt incurred as  permitted pursuant to the definition of
Permitted Indebtedness.
 
    LIMITATION ON SALE OF ASSETS AND SUBSIDIARY STOCK
 
    The Indenture will provide that JCC and its Subsidiaries will not, and  will
not  permit  any  of  their Subsidiaries  to,  in  one or  a  series  of related
transactions, sell,  transfer, or  otherwise dispose  of, any  of its  property,
business  or assets,  including by  merger or  consolidation (in  the case  of a
Guarantor or a Subsidiary of JCC), and  including any sale or other transfer  or
issuance  of any Equity Interests  of any direct or  indirect Subsidiary of JCC,
whether by JCC  or a direct  or indirect Subsidiary  thereof (an "Asset  Sale"),
unless  (1) within  450 days  after the date  of such  Asset Sale,  the Net Cash
Proceeds therefrom  (the "Asset  Sale  Offer Amount")  are  (a) applied  to  the
optional  redemption of the Notes in accordance  with the terms of the Indenture
or to the repurchase of the Notes pursuant to an irrevocable, unconditional cash
offer (the "Asset  Sale Offer")  to repurchase Notes  at a  purchase price  (the
"Asset  Sale Offer Price") of 100% of principal amount, plus accrued interest to
the date of  payment, (b)  invested in assets  and property  (other than  notes,
bonds,  obligations and securities) which in  the good faith reasonable judgment
of the  Board of  JCC will  immediately constitute  or be  a part  of a  Related
Business of JCC or a Subsidiary (if it continues to be a Subsidiary) immediately
following  such transaction or  (c) used to permanently  retire or reduce Senior
Debt or Indebtedness permitted pursuant to paragraphs (d), (e) or (f) under  the
definition  of Permitted Indebtedness (including that  in the case of a revolver
or similar  arrangement  that makes  credit  available, such  commitment  is  so
permanently  reduced by  such amount),  (2) with  respect to  any Asset  Sale or
related series of Asset Sales involving  securities, property or assets with  an
aggregate  fair market  value in  excess of  $2.5 million,  at least  75% of the
consideration for such Asset  Sale or series of  related Asset Sales  (excluding
the amount of (A) any Indebtedness (other than the Notes) that is required to be
repaid  or assumed  (and is either  repaid or  assumed by the  transferee of the
related assets) by virtue of such Asset Sale  and which is secured by a Lien  on
the  property  or  asset sold  and  (B) property  received  by JCC  or  any such
Subsidiary from  the  transferee that  within  90 days  of  such Asset  Sale  is
converted  into cash or  Cash Equivalents) consists of  cash or Cash Equivalents
(other than in  the case  of an Asset  Swap or  where JCC is  exchanging all  or
substantially  all the assets of one or  more Related Businesses operated by JCC
or its Subsidiaries (including by way of the transfer of capital stock) for  all
or  substantially all the  assets (including by  way of the  transfer of capital
stock) constituting one or more  Related Businesses operated by another  person,
in  which event the foregoing requirement with respect to the receipt of cash or
Cash Equivalents shall not apply), (3) no Default or Event of Default shall have
occurred and be continuing at the time  of, or would occur after giving  effect,
on  a PRO FORMA basis, to, such Asset  Sale, and (4) the Board of JCC determines
in good faith that JCC or  such Subsidiary, as applicable, receives fair  market
value for such Asset Sale.
 
    The  Indenture will provide that  an Asset Sale Offer  may be deferred until
the accumulated Net Cash Proceeds from Asset  Sales not applied to the uses  set
forth in (1)(b) or (1)(c) above (the "Excess Proceeds") exceeds $5.0 million and
that  each Asset Sale Offer shall remain open for 20 Business Days following its
commencement and no longer (the "Asset  Sale Offer Period"). Upon expiration  of
the Asset Sale Offer Period, JCC shall apply the Asset Sale Offer Amount plus an
amount  equal to accrued interest to the purchase of all Notes properly tendered
(on a PRO RATA basis if the Asset Sale Offer Amount is insufficient to  purchase
all  Notes so  tendered) at  the Asset Sale  Offer Price  (together with accrued
interest). To the extent that the aggregate amount of Notes tendered pursuant to
an Asset Sale Offer is  less than the Asset Sale  Offer Amount, JCC may use  any
remaining  Net  Cash  Proceeds  for  general  corporate  purposes  as  otherwise
 
                                       30

permitted by  the Indenture  and  following each  Asset  Sale Offer  the  Excess
Proceeds amount shall be reset to zero. If required by applicable law, the Asset
Sale  Offer Period may  be extended as  so required, however,  if so extended it
shall nevertheless constitute an Event of Default if within 60 Business Days  of
its  commencement  the  Asset Sale  Offer  is  not consummated  or  the properly
tendered Notes are not purchased pursuant thereto.
 
    Notwithstanding the  foregoing provisions  of the  first paragraph  of  this
covenant  the Indenture will provide  that with respect to  an Asset Sale Offer,
JCC will not be permitted  to commence an Asset Sale  Offer for the Notes  until
such  time as an Asset Sale Offer for the  9 3/4% Notes and the 10 1/8% Notes in
each case  if  required, has  been  completed. To  the  extent that  any  Excess
Proceeds  remain after expiration of  an Asset Sale Offer  Period for the 9 3/4%
Notes and the  10 1/8% Notes,  JCC may use  the remaining Net  Cash Proceeds  to
commence  an Asset Sale  Offer for the  Notes; PROVIDED, that  the amount of Net
Cash Proceeds used for such Asset Sale Offer for the Notes shall not exceed  the
amount  permitted  under the  Redemption from  the Proceeds  on Asset  Sales and
Limitation on Restricted Payments covenants set forth in the indenture governing
the 9 3/4% Notes and with respect to the 10 1/8% Notes the amount required under
the covenant Limitation on Sale of Assets and Subsidiary Stock set forth in  the
indenture  governing the 10 1/8% Notes;  PROVIDED, HOWEVER, that with respect to
the 9 3/4% Notes this paragraph shall be of no further force and effect upon the
earlier of a  9 3/4%  Note Event  and with  respect to  the 10  1/8% Notes  this
paragraph  shall be of no  further force and effect upon  the earlier of (w) the
maturity of the 10 1/8% Notes, (x) the date upon which defeasance of the 10 1/8%
Notes become effective, (y) the  date on which there are  no longer any 10  1/8%
Notes  outstanding in accordance  with the terms of  the indenture governing the
10 1/8% Notes and  (z) the date on  which the Limitation on  Sale of Assets  and
Subsidiary  Stock covenant no longer applies in accordance with the terms of the
indenture governing the 10 1/8% Notes.
 
    Notwithstanding the  foregoing provisions  of the  first paragraph  of  this
covenant and without complying with the foregoing provisions:
 
        (i)  JCC  and its  Subsidiaries may  convey,  sell, transfer,  assign or
    otherwise  dispose  of  assets  pursuant  to  and  in  accordance  with  the
    limitation on mergers, sales or consolidations provisions in the Indenture;
 
        (ii)  JCC  and its  Subsidiaries  may sell  or  dispose of  inventory or
    damaged, worn  out or  other obsolete  property in  the ordinary  course  of
    business  so long  as such  property is no  longer necessary  for the proper
    conduct of the business of JCC or such Subsidiary, as applicable; and
 
       (iii) any of  JCC's Subsidiaries  may convey, sell,  transfer, assign  or
    otherwise  dispose of assets  to, or merge with  or into, JCC  or any of its
    wholly owned Subsidiary Guarantors.
 
    All Net  Cash  Proceeds from  an  Event of  Loss  shall be  applied  to  the
restoration,  repair or replacement  of the asset so  affected or invested, used
for prepayment  of Senior  Debt, or  used to  repurchase Notes,  all within  the
period  and as otherwise provided above in  clauses 1(a) or 1(b)(i) of the first
paragraph of this covenant.
 
    In addition to the foregoing, JCC will  not, and will not permit any of  its
Subsidiaries to, directly or indirectly make any Asset Sale of any of the Equity
Interests  of any Subsidiary except pursuant to  an Asset Sale of all the Equity
Interests of such Subsidiary.
 
    Any Asset Sale Offer shall be  made in compliance with all applicable  laws,
rules, and regulations, including, if applicable, Regulation 14E of the Exchange
Act  and the rules  and regulations thereunder and  all other applicable Federal
and state securities laws.
 
    LIMITATION ON ASSET SWAPS
 
    The Indenture will provide that JCC and its Subsidiaries will not, and  will
not  permit  any  of  their Subsidiaries  to,  in  one or  a  series  of related
transactions, directly or indirectly, engage in any Asset Swaps, unless: (i)  at
the  time of entering  into the agreement  to swap assets  and immediately after
giving effect to the proposed Asset Swap,  no Default or Event of Default  shall
have  occurred and be continuing  or would occur as  a consequence thereof; (ii)
JCC would, after giving PRO FORMA effect  to the proposed Asset Swap, have  been
permitted  to incur  at least $1.00  of additional Indebtedness  pursuant to the
Leverage Ratio in the
 
                                       31

covenant "Limitation on Incurrence  of Additional Indebtedness and  Disqualified
Capital  Stock"; (iii)  the respective  fair market  values of  the assets being
purchased and sold  by JCC or  any of  its Subsidiaries (as  determined in  good
faith  by the management of JCC or, if such Asset Swap includes consideration in
excess of $2.5 million by the Board of Directors of JCC, as evidenced by a Board
Resolution) are  substantially  the  same  at the  time  of  entering  into  the
agreement  to  swap assets;  and (iv)  at the  time of  the consummation  of the
proposed Asset Swap,  the percentage  of any decline  in the  fair market  value
(determined  as aforesaid) of the asset or  assets being acquired by JCC and its
Subsidiaries shall  not be  significantly  greater than  the percentage  of  any
decline  in the fair market value (determined  as aforesaid) of the assets being
disposed of by JCC or its  Subsidiaries, calculated from the time the  agreement
to swap assets was entered into.
 
    LIMITATION ON TRANSACTIONS WITH AFFILIATES
 
    The Indenture will provide that neither JCC nor any of its Subsidiaries will
be  permitted  after  the Issue  Date  to  enter into  any  contract, agreement,
arrangement or transaction with any  Affiliate (an "Affiliate Transaction"),  or
any  series of  related Affiliate  Transactions, (other  than Exempted Affiliate
Transactions) (i)  unless it  is determined  that the  terms of  such  Affiliate
Transaction  are fair and reasonable  to JCC, and no  less favorable to JCC than
could have been  obtained in an  arm's length transaction  with a  non-Affiliate
and,  (ii) if involving consideration to either party in excess of $5.0 million,
unless  such  Affiliate  Transaction(s)  is   evidenced  by  (A)  an   Officers'
Certificate  addressed  and  delivered  to  the  Trustee  certifying  that  such
Affiliate Transaction (or Transactions) has been  approved by a majority of  the
members  of  the  Board of  Directors  of  JCC that  are  disinterested  in such
transaction or, (B) in the event there are no members of the Board of  Directors
of  JCC who  are disinterested  in such transaction,  then so  long as  JCC is a
wholly owned  subsidiary  of  Jacor,  an  Officers'  Certificate  addressed  and
delivered  to  the  Trustee  certifying  that  such  Affiliate  Transaction  (or
Transactions) have been approved by  a majority of the  members of the Board  of
Directors  of  Jacor that  are disinterested  in such  transaction and  (iii) if
involving consideration to either  party in excess of  $10.0 million, unless  in
addition  JCC, prior  to the consummation  thereof, obtains  a written favorable
opinion as to the fairness of such transaction to JCC from a financial point  of
view from an independent investment banking firm of national reputation.
 
    LIMITATION ON MERGER, SALE OR CONSOLIDATION
 
    The  Indenture  will  provide that  JCC  will not,  directly  or indirectly,
consolidate with or merge with or into another person or sell, lease, convey  or
transfer  all or  substantially all  of its  assets (computed  on a consolidated
basis), whether in a single transaction or a series of related transactions,  to
another  person or group of  affiliated persons or adopt  a Plan of Liquidation,
unless (i)  either  (a) JCC  is  the continuing  entity  or (b)  the  resulting,
surviving  or transferee entity  or, in the  case of a  Plan of Liquidation, the
entity which receives  the greatest  value from such  Plan of  Liquidation is  a
corporation  organized under the laws of the United States, any state thereof or
the District of Columbia and expressly assumes by supplemental indenture all  of
the  obligations of JCC in connection with  the Notes and the Indenture; (ii) no
Default or Event of Default shall exist or shall occur immediately after  giving
effect  on a PRO  FORMA basis to  such transaction; and  (iii) immediately after
giving effect  to  such transaction  on  a  PRO FORMA  basis,  the  consolidated
resulting,  surviving  or  transferee  entity  or, in  the  case  of  a  Plan of
Liquidation, the entity  which receives  the greatest  value from  such Plan  of
Liquidation would immediately thereafter be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Leverage Ratio set forth in the covenant
described  under  "Limitation  on  Incurrence  of  Additional  Indebtedness  and
Disqualified Capital Stock."
 
    Upon any consolidation or merger or any transfer of all or substantially all
of the assets of JCC or consummation of a Plan of Liquidation in accordance with
the foregoing, the successor  corporation formed by  such consolidation or  into
which  JCC is merged or to which such transfer is made or, in the case of a Plan
of Liquidation, the entity which receives  the greatest value from such Plan  of
Liquidation  shall succeed  to, and be  substituted for, and  may exercise every
right and power  of, JCC under  the Indenture with  the same effect  as if  such
successor  corporation had been named therein as  JCC, and JCC shall be released
from the obligations under  the Notes and the  Indenture except with respect  to
any obligations that arise from, or are related to, such transaction.
 
                                       32

    For  purposes of the foregoing, the  transfer (by lease, assignment, sale or
otherwise) of all or substantially  all of the properties  and assets of one  or
more  Subsidiaries, JCC's interest in which constitutes all or substantially all
of the properties and assets of JCC shall be deemed to be the transfer of all or
substantially all of the properties and assets of JCC.
 
    LIMITATION ON LINES OF BUSINESS
 
    The Indenture will  provide that  neither JCC  nor any  of its  Subsidiaries
shall  directly or indirectly  engage to any  substantial extent in  any line or
lines of business activity other than that which is a Related Business.
 
    RESTRICTION ON SALE AND ISSUANCE OF SUBSIDIARY STOCK
 
    The Indenture will provide  that JCC and the  Guarantors will not sell,  and
will not permit any of their Subsidiaries to issue or sell, any Equity Interests
of  any  Subsidiary of  JCC  to any  person  other than  JCC  or a  wholly owned
Subsidiary of JCC, except  for Equity Interests with  no preferences or  special
rights or privileges and with no redemption or prepayment provisions.
 
    SUBSIDIARY GUARANTORS
 
    The  Indenture will  provide that  (i) all  present Subsidiaries  of JCC and
their Subsidiaries (other than the  Excluded Subsidiaries), and (ii) all  future
Subsidiaries   of  JCC   and  their   Subsidiaries  (other   than  the  Excluded
Subsidiaries), which are not  prohibited from becoming guarantors  by law or  by
the terms of any Acquired Indebtedness or any agreement (other than an agreement
entered  into  in  connection  with the  transaction  resulting  in  such person
becoming a Subsidiary of JCC or its Subsidiaries) to which such Subsidiary is  a
party,  jointly and severally, will guaranty irrevocably and unconditionally all
principal, premium, if any, and interest  on the Notes on a senior  subordinated
basis; PROVIDED, HOWEVER, that upon any change in the law, Acquired Indebtedness
or  any agreement  (whether by  expiration, termination  or otherwise)  which no
longer prohibits a Subsidiary of JCC from becoming a Subsidiary Guarantor,  such
Subsidiary shall immediately thereafter become a Subsidiary Guarantor; PROVIDED,
FURTHER, in the event that any Subsidiary of JCC or their Subsidiaries becomes a
guarantor  of any other Indebtedness of JCC or any of its Subsidiaries or any of
their Subsidiaries,  such  Subsidiary  shall  immediately  thereafter  become  a
Subsidiary Guarantor.
 
    All  subsidiaries  of JCC  (other than  the  Excluded Subsidiaries)  will be
subsidiary  Guarantors   if  required   by  the   covenant  "Future   Subsidiary
Guarantors."
 
    RELEASE OF GUARANTORS
 
    The Indenture will provide that no Guarantor shall consolidate or merge with
or  into (whether or not such Guarantor  is the surviving Person) another Person
unless (i) subject  to the  provisions of  the following  paragraph and  certain
other  provisions of the Indenture,  the Person formed by  or surviving any such
consolidation  or  merger  (if  other  than  such  Guarantor)  assumes  all  the
obligations  of  such Guarantor  pursuant to  a  supplemental indenture  in form
reasonably satisfactory  to the  Trustee, pursuant  to which  such Person  shall
unconditionally   guarantee,  on  a  senior  subordinated  basis,  all  of  such
Guarantor's obligations under such Guarantor's  guarantee, the Indenture on  the
terms  set forth in the Indenture; (ii) immediately before and immediately after
giving effect to such transaction on a  PRO FORMA basis, no Default or Event  of
Default  shall have occurred or be  continuing; and (iii) immediately after such
transaction, the surviving person  holds all permits  required for operation  of
the  business of, and  such entity is controlled  by a person  or entity (or has
retained a  person  or entity  which  is) experienced  in,  operating  broadcast
properties, or otherwise holds all Permits to operate its business.
 
    Upon  the sale or disposition (whether by merger, stock purchase, asset sale
or otherwise) of a Subsidiary Guarantor or all of its assets to an entity  which
is not a Subsidiary Guarantor, which transaction is otherwise in compliance with
the  Indenture (including,  without limitation,  the provisions  of the covenant
Limitations on Sale of Assets, and Subsidiary Stock), such Subsidiary  Guarantor
will  be deemed released from its obligations  under its Guarantee of the Notes;
PROVIDED, HOWEVER, that any such termination shall occur only to the extent that
all obligations of such Subsidiary Guarantor under all of its guarantees of, and
under all of its pledges of assets or other security interests which secure, any
Indebtedness of  JCC or  any other  Subsidiary shall  also terminate  upon  such
release, sale or transfer.
 
                                       33

    LIMITATION ON STATUS AS INVESTMENT COMPANY
 
    The  Indenture will prohibit JCC and its Subsidiaries from being required to
register as an "investment company" (as  that term is defined in the  Investment
Company  Act  of  1940,  as  amended), or  from  otherwise  becoming  subject to
regulation under the Investment Company Act.
 
REPORTS
 
    The Indenture  will provide  that for  so  long as  Jacor or  any  successor
thereto  is subject to the reporting requirements  of Section 13 or 15(d) of the
Exchange Act and JCC is a wholly owned subsidiary of Jacor, JCC shall deliver to
the Trustee and, to each Holder,  Jacor's annual and quarterly reports  pursuant
to Section 13
or  15(d) of the Exchange Act, within 15 days after such reports have been filed
with the  Commission; PROVIDED,  HOWEVER, in  the event  either (i)  Jacor or  a
successor  as set forth above is no longer subject to the reporting requirements
of Section 13 or  15(d) of the Exchange  Act or (ii) JCC  is no longer a  wholly
owned  subsidiary of Jacor or a successor as set forth above, the Indenture will
provide that whether  or not  JCC is subject  to the  reporting requirements  of
Section  13 or 15(d) of the Exchange Act,  JCC shall deliver to the Trustee and,
to each Holder,  within 15  days after  it is  or would  have been  (if it  were
subject   to  such  reporting  obligations)  required  to  file  such  with  the
Commission, annual and quarterly  financial statements substantially  equivalent
to  financial statements that would have been included in reports filed with the
Commission, if JCC were subject  to the requirements of  Section 13 or 15(d)  of
the  Exchange Act, including, with respect  to annual information only, a report
thereon by  JCC's certified  independent  public accountants  as such  would  be
required  in such reports to the Commission,  and, in each case, together with a
management's discussion  and  analysis of  financial  condition and  results  of
operations  which  would be  so required  and,  to the  extent permitted  by the
Exchange  Act  or  the  Commission  (if  it  were  subject  to  such   reporting
obligations),  file with the Commission the  annual, quarterly and other reports
which it is or would have been required to file with the Commission.
 
EVENTS OF DEFAULT AND REMEDIES
 
    The Indenture will define an Event of  Default as (i) the failure by JCC  to
pay  any installment of interest  on the Notes as and  when the same becomes due
and payable  and the  continuance of  any such  failure for  30 days,  (ii)  the
failure  by JCC to pay all or any part  of the principal, or premium, if any, on
the Notes when and as the same becomes due and payable at maturity,  redemption,
by  acceleration  or otherwise,  including, without  limitation, payment  of the
Change of Control Purchase  Price or the Asset  Sale Offer Price, or  otherwise,
(iii)  the  failure by  JCC or  any Guarantor  to observe  or perform  any other
covenant or agreement contained  in the Notes or  the Indenture and, subject  to
certain  exceptions, the  continuance of  such failure for  a period  of 60 days
after written notice is given to JCC by the Trustee or to JCC and the Trustee by
the Holders  of  at  least  25%  in aggregate  principal  amount  of  the  Notes
outstanding,  (iv) certain events of bankruptcy, insolvency or reorganization in
respect of JCC  or any of  its Significant  Subsidiaries, (v) a  default in  any
issue  of Indebtedness  of JCC  or any of  their Subsidiaries  with an aggregate
principal amount in excess of $5.0 million (a) resulting from the failure to pay
principal at final maturity  or (b) as  a result of which  the maturity of  such
Indebtedness  has been accelerated prior to  its stated maturity, and (vi) final
unsatisfied judgments not  covered by  insurance aggregating in  excess of  $5.0
million, at any one time rendered against JCC or any of its Subsidiaries and not
stayed,  bonded or discharged within  60 days. The Indenture  provides that if a
Default occurs and  is continuing, the  Trustee must, within  90 days after  the
occurrence of such Default, give to the Holders notice of such Default.
 
    If  an Event  of Default occurs  and is  continuing (other than  an Event of
Default specified in  clause (iv),  above, relating  to JCC  or any  Significant
Subsidiary,)  then in every such case, unless  the principal of all of the Notes
shall have already become due and payable, either the Trustee or the Holders  of
25%  in aggregate  principal amount  of the  Notes at  the time  outstanding, by
notice in  writing  to  JCC  (and  to the  Trustee  if  given  by  Holders)  (an
"Acceleration  Notice"),  may declare  all  principal, determined  as  set forth
below, and accrued interest thereon to be due and payable immediately; provided,
however, that if any Senior Debt is outstanding pursuant to the Credit  Facility
upon  a declaration of  such acceleration, such principal  and interest shall be
due and payable upon the earlier of (x) the third Business Day after the sending
to JCC  and the  Representative of  such written  notice, unless  such Event  of
Default  is cured or waived prior to such  date and (y) the date of acceleration
of any Senior  Debt under the  Credit Facility.  In the event  a declaration  of
acceleration  resulting from an  Event of Default described  in clause (v) above
has occurred and is continuing,
 
                                       34

such declaration of acceleration shall be automatically annulled if such default
is cured or waived or  the holders of the Indebtedness  which is the subject  of
such default have rescinded their declaration of acceleration in respect of such
Indebtedness  within  five days  thereof and  the  Trustee has  received written
notice of  such  cure,  waiver or  rescission  and  no other  Event  of  Default
described  in clause (v)  above has occurred  that has not  been cured or waived
within five days  of the  declaration of such  acceleration in  respect of  such
Indebtedness.  If an Event of Default  specified in clause (iv), above, relating
to JCC or any Significant Subsidiary occurs, all principal and accrued  interest
thereon will be immediately due and payable on all outstanding Notes without any
declaration or other act on the part of Trustee or the Holders. The Holders of a
majority  in  aggregate  principal  amount of  Notes  at  the  time outstanding,
generally are authorized to rescind such acceleration if all existing Events  of
Default,  other than the non-payment  of the principal of,  premium, if any, and
interest on the  Notes which  have become due  solely by  such acceleration  and
except  on  default  with respect  to  any provision  requiring  a supermajority
approval to amend, which default may only be waived by such a supermajority, and
have been cured or waived.
 
    Prior to the declaration of acceleration  of the maturity of the Notes,  the
Holders  of a majority  in aggregate principal  amount of the  Notes at the time
outstanding may  waive on  behalf of  all  the Holders  any default,  except  on
default  with respect  to any  provision requiring  a supermajority  approval to
amend, which default may only  be waived by such  a supermajority, and except  a
default  in the payment of principal of or interest on any Note not yet cured or
a default with respect to any covenant or provision which cannot be modified  or
amended  without the  consent of the  Holder of each  outstanding Note affected.
Subject to  the  provisions of  the  Indenture relating  to  the duties  of  the
Trustee,  the Trustee will be under no  obligation to exercise any of its rights
or powers under the Indenture at the  request, order or direction of any of  the
Holders,  unless such Holders have offered to the Trustee reasonable security or
indemnity. Subject to all  provisions of the Indenture  and applicable law,  the
Holders  of a majority  in aggregate principal  amount of the  Notes at the time
outstanding will  have  the  right to  direct  the  time, method  and  place  of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee.
 
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
 
    The  Indenture will provide that JCC may, at its option, elect to have their
obligations and the obligations of the Guarantors discharged with respect to the
outstanding Notes ("Legal  Defeasance"). Such  Legal Defeasance  means that  JCC
shall be deemed to have paid and discharged the entire indebtedness represented,
and  the Indenture  shall cease to  be of  further effect as  to all outstanding
Notes and Guarantees, except as to (i) rights of Holders to receive payments  in
respect  of the principal of,  premium, if any, and  interest on such Notes when
such payments are due from the trust funds; (ii) JCC's obligations with  respect
to  such  Notes  concerning  issuing  temporary  Notes,  registration  of Notes,
mutilated, destroyed, lost or stolen Notes, and the maintenance of an office  or
agency  for payment  and money  for security payments  held in  trust; (iii) the
rights, powers,  trust,  duties,  and  immunities  of  the  Trustee,  and  JCC's
obligations in connection therewith; and (iv) the Legal Defeasance provisions of
the  Indenture. In addition,  JCC may, at its  option and at  any time, elect to
have the obligations of JCC and the Guarantors released with respect to  certain
covenants  that  are  described  in the  Indenture  ("Covenant  Defeasance") and
thereafter any omission to comply with  such obligations shall not constitute  a
Default  or Event of  Default with respect  to the Notes.  In the event Covenant
Defeasance  occurs,  certain  events  (not  including  non-payment,  bankruptcy,
receivership,  rehabilitation and insolvency events)  described under "Events of
Default" will  no longer  constitute an  Event of  Default with  respect to  the
Notes.
 
    In order to exercise either Legal Defeasance or Covenant Defeasance, (i) JCC
must  irrevocably deposit  with the  Trustee, in trust,  for the  benefit of the
Holders of  the Notes,  U.S.  legal tender,  U.S.  Government Obligations  or  a
combination  thereof, in such amounts as will be sufficient, in the opinion of a
nationally recognized  firm  of  independent  public  accountants,  to  pay  the
principal of, premium, if any, and interest on such Notes on the stated date for
payment  thereof or on the  redemption date of such  principal or installment of
principal of, premium, if  any, or interest  on such Notes,  and the Holders  of
Notes  must have a valid, perfected,  exclusive security interest in such trust;
(ii) in  the case  of the  Legal Defeasance,  JCC shall  have delivered  to  the
Trustee  an opinion  of counsel  in the  United States  reasonably acceptable to
Trustee confirming that (A) JCC has  received from, or there has been  published
by the Internal Revenue Service, a
 
                                       35

ruling  or (B) since the date  of the Indenture, there has  been a change in the
applicable federal income tax law, in either case to the effect that, and  based
thereon  such opinion of counsel  shall confirm that, the  Holders of such Notes
will not recognize income,  gain or loss  for federal income  tax purposes as  a
result of such Legal Defeasance and will be subject to federal income tax on the
same  amounts, in the same manner  and at the same times  as would have been the
case if such Legal Defeasance  had not occurred; (iii)  in the case of  Covenant
Defeasance, JCC shall have delivered to the Trustee an opinion of counsel in the
United  States reasonably acceptable to such Trustee confirming that the Holders
of such Notes will  not recognize income,  gain or loss  for federal income  tax
purposes  as a result of such Covenant Defeasance and will be subject to federal
income tax on  the same amounts,  in the same  manner and at  the same times  as
would  have been the case if such  Covenant Defeasance had not occurred; (iv) no
Default or Event of Default shall have occurred and be continuing on the date of
such deposit  or insofar  as Events  of Default  from bankruptcy  or  insolvency
events are concerned, at any time in the period ending on the 91st day after the
date  of deposit;  (v) such  Legal Defeasance  or Covenant  Defeasance shall not
result in a breach or violation of, or constitute a default under the  Indenture
or  any  other material  agreement  or instrument  to which  JCC  or any  of its
Subsidiaries is a party  or by which  JCC or any of  its Subsidiaries is  bound;
(vi)  JCC shall have  delivered to the Trustee  an Officers' Certificate stating
that the deposit was not made by  JCC with the intent of preferring the  holders
of  such Notes over any other creditors of  JCC or with the intent of defeating,
hindering, delaying or  defrauding any  other creditors  of JCC  or others;  and
(vii)  JCC shall have delivered  to the Trustee an  Officers' Certificate and an
opinion of counsel, each stating that the conditions precedent provided for  in,
in  the case of the officers' certificate, (i)  through (vi) and, in the case of
the opinion  of  counsel,  clauses  (i),  (with  respect  to  the  validity  and
perfection  of the security interest) (ii), (iii) and (v) of this paragraph have
been complied with.
 
    JCC shall deliver to the Trustee  any required consent of the lenders  under
the  Credit Facility to such defeasance or  covenant defeasance, as the case may
be.
 
AMENDMENTS AND SUPPLEMENTS
 
    The Indenture will contain provisions permitting JCC, the Guarantors and the
Trustee to  enter into  a supplemental  indenture for  certain limited  purposes
without  the consent of the Holders. With the consent of the Holders of not less
than a  majority  in  aggregate  principal  amount of  the  Notes  at  the  time
outstanding,  JCC,  the Guarantors  and the  Trustee are  permitted to  amend or
supplement the Indenture or any supplemental  indenture or modify the rights  of
the  Holders;  provided that  no such  modification may  without the  consent of
holders of at  least 75%  in aggregate  principal amount  of Notes  at the  time
outstanding, modify the provisions (including the defined terms used therein) of
the  covenant "Repurchase of Notes at the Option  of the Holder upon a Change of
Control" in  a  manner  adverse  to  the Holders  and  provided,  that  no  such
modification  may,  without the  consent of  each  Holder affected  thereby: (i)
change the Stated Maturity on any  Note, or reduce the principal amount  thereof
or  the rate (or extend the time for payment) of interest thereon or any premium
payable upon the redemption  thereof, or change the  place of payment where,  or
the  coin or currency in which, any Note  or any premium or the interest thereon
is payable, or impair  the right to  institute suit for  the enforcement of  any
such  payment  on or  after  the Stated  Maturity thereof  (or,  in the  case of
redemption, on or after  the Redemption Date), or  reduce the Change of  Control
Purchase  Price, the JCC Purchase  Price or the Asset  Sale Offer Price or alter
the provisions (including the defined terms used therein) regarding the right of
JCC to redeem the Notes in a manner  adverse to the Holders, or (ii) reduce  the
percentage  in principal amount  of the outstanding Notes,  the consent of whose
Holders is required  for any  such amendment, supplemental  indenture or  waiver
provided  for in the  Indenture, or (iii)  modify any of  the waiver provisions,
except to increase  any required  percentage or  to provide  that certain  other
provisions  of the Indenture cannot be modified or waived without the consent of
the Holder of each outstanding Note affected thereby. The Indenture will contain
a provision that the  subordination provisions may not  be amended, modified  or
waived in a manner adverse to the holders of the Senior Debt without the consent
of  the Representative  on behalf  of the  Required Lenders  (as defined  in the
Credit Facility) under the Credit Facility.
 
                                       36

NO PERSONAL LIABILITY OF STOCKHOLDERS, OFFICERS, DIRECTORS
 
    The Indenture will provide that no direct or indirect stockholder, employee,
officer or director, as such, past, present or future of JCC, the Guarantors  or
any  successor  entity  shall have  any  personal  liability in  respect  of the
obligations of JCC or the Guarantors under the Indenture or the Notes by  reason
of his or its status as such stockholder, employee, officer or director.
 
CERTAIN DEFINITIONS
 
    "ACQUIRED  INDEBTEDNESS" means Indebtedness or Disqualified Capital Stock of
any person  existing  at the  time  such person  becomes  a Subsidiary  of  JCC,
including  by designation, or is  merged or consolidated into  or with either of
JCC or  one  of its  Subsidiaries;  PROVIDED,  that such  Indebtedness  was  not
incurred in anticipation of, or in connection with, and was outstanding prior to
such person becoming a Subsidiary of JCC.
 
    "ACQUISITION"  means  the purchase  or other  acquisition  of any  person or
substantially all  the assets  of any  person by  any other  person, whether  by
purchase,  merger,  consolidation, or  other transfer,  and  whether or  not for
consideration.
 
    "AFFILIATE"  means  any  person   directly  or  indirectly  controlling   or
controlled  by or under direct or indirect common control with JCC. For purposes
of this definition, the term "control" means the power to direct the  management
and  policies  of a  person,  directly or  through  one or  more intermediaries,
whether through the ownership of  voting securities, by contract, or  otherwise,
PROVIDED,  THAT, a  Beneficial Owner of  10% or  more of the  total voting power
normally entitled to vote in the election of directors, managers or trustees, as
applicable, shall for such purposes be deemed to constitute control.
 
    "ASSET SWAP" means the execution of a definitive agreement, subject only  to
regulatory  approval and  other customary closing  conditions, that  JCC in good
faith believes will be  satisfied, for a  substantially concurrent purchase  and
sale,  or exchange, of Productive Assets between  JCC or any of its Subsidiaries
and another person or group of  affiliated persons; provided that any  amendment
to  or waiver of any closing condition which individually or in the aggregate is
material to the Asset Swap shall be deemed to be a new Asset Swap.
 
    "AVERAGE LIFE" means, as of the  date of determination, with respect to  any
security or instrument, the quotient obtained by dividing (i) the sum of (a) the
product  of the number  of years from the  date of determination  to the date or
dates of each  successive scheduled  principal (or redemption)  payment of  such
security  or instrument and (b) the amount of each such respective principal (or
redemption) payment  by (ii)  the  sum of  all  such principal  (or  redemption)
payments.
 
    "BENEFICIAL  OWNER" or "BENEFICIAL OWNER" for  purposes of the definition of
Change of Control  has the meaning  attributed to  it in Rules  13d-3 and  13d-5
under  the  Exchange  Act (as  in  effect on  the  Issue Date),  whether  or not
applicable,  except  that  a  "person"  shall  be  deemed  to  have  "beneficial
ownership"  of all shares that any such person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time.
 
    "BOARD RESOLUTION"  means,  with  respect  to any  person,  a  duly  adopted
resolution  of the Board of Directors of such or the executive committee of such
Board of Directors of such person.
 
    "BUSINESS DAY" means  each Monday, Tuesday,  Wednesday, Thursday and  Friday
which  is not  a day  on which banking  institutions in  New York,  New York are
authorized or obligated by law or executive order to close.
 
    "CAPITAL STOCK" means, with respect to any corporation, any and all  shares,
interests,   rights  to   purchase  (other  than   convertible  or  exchangeable
Indebtedness), warrants,  options, participations  or  other equivalents  of  or
interests (however designated) in stock issued by that corporation.
 
    "CASH  EQUIVALENT" means (i) securities  issued directly or fully guaranteed
or insured by  the United  States of America  or any  agency or  instrumentality
thereof (provided that the full faith and credit of the United States of America
is pledged in support thereof) or (ii) time deposits and certificates of deposit
with,  and commercial  paper issued by  the parent corporation  of, any domestic
commercial bank of recognized standing having  capital and surplus in excess  of
$500.0    million    and    commercial   paper    issued    by    others   rated
 
                                       37

at least A-2 or the  equivalent thereof by Standard  & Poor's Corporation or  at
least  P-2 or the equivalent  thereof by Moody's Investors  Service, Inc. and in
each case maturing within one year after the date of acquisition.
 
    "CITICO" means  Citicasters Co.,  an  Ohio corporation  and a  wholly  owned
subsidiary of JCC.
 
    "CONSOLIDATED EBITDA" means, with respect to any person, for any period, the
Consolidated  Net Income of such person for  such period adjusted to add thereto
(to the  extent  deducted from  net  revenues in  determining  Consolidated  Net
Income),  without duplication, the  sum of (i)  Consolidated income tax expense,
(ii)  Consolidated  depreciation   and  amortization   expense,  provided   that
consolidated  depreciation and amortization of a  Subsidiary that is a less than
wholly owned Subsidiary shall only be added to the extent of the equity interest
of JCC in such Subsidiary,  (iii) other noncash charges (including  amortization
of  goodwill and other  intangibles), (iv) Consolidated  Fixed Charges, and less
the amount of all cash payments made  by such person or any of its  Subsidiaries
during  such period to the extent such  payments relate to non-cash charges that
were added back in determining Consolidated EBITDA for such period or any  prior
period.
 
    "CONSOLIDATED  FIXED  CHARGES"  of any  person  means, for  any  period, the
aggregate amount (without duplication and determined in each case in  accordance
with  GAAP) of (a) interest expensed or capitalized, paid, accrued, or scheduled
to be paid  or accrued (including,  in accordance with  the following  sentence,
interest  attributable to Capitalized Lease Obligations)  of such person and its
Consolidated Subsidiaries  during  such  period, including  (i)  original  issue
discount  and non-cash interest  payments or accruals  on any Indebtedness, (ii)
the interest  portion  of  all  deferred  payment  obligations,  and  (iii)  all
commissions,  discounts and other fees and charges owed with respect to bankers'
acceptances and letters of credit financings and currency and Interest Swap  and
Hedging Obligations, in each case to the extent attributable to such period, and
(b) the amount of dividends accrued or payable (or guaranteed) by such person or
any  of its Consolidated Subsidiaries in  respect of Preferred Stock (other than
by Subsidiaries of  such person  to such person  or such  person's wholly  owned
Subsidiaries).  For purposes of  this definition, (x)  interest on a Capitalized
Lease Obligation  shall be  deemed  to accrue  at  an interest  rate  reasonably
determined  by JCC to be the rate of interest implicit in such Capitalized Lease
Obligation in accordance with GAAP and (y) interest expense attributable to  any
Indebtedness  represented by the guaranty by such person or a Subsidiary of such
person of an obligation  of another person  shall be deemed  to be the  interest
expense attributable to the Indebtedness guaranteed.
 
    "CONSOLIDATED  NET INCOME" means, with respect to any person for any period,
the net  income (or  loss)  of such  person  and its  Consolidated  Subsidiaries
(determined  on a consolidated  basis in accordance with  GAAP) for such period,
adjusted to exclude (only  to the extent included  in computing such net  income
(or  loss) and without  duplication): (a) all  gains or losses  which are either
noncash or extraordinary (as determined in  accordance with GAAP) or are  either
unusual  or nonrecurring (including any gain  from the sale or other disposition
of assets outside the ordinary course of  business or from the issuance or  sale
of  any capital stock),  (b) the net  income, if positive,  of any person, other
than a wholly owned Consolidated Subsidiary, in which such person or any of  its
Consolidated Subsidiaries has an interest, except to the extent of the amount of
any  dividends or distributions actually paid in cash to such person or a wholly
owned Consolidated Subsidiary of such person during such period, but in any case
not in excess of such  person's PRO RATA share of  such person's net income  for
such  period, (c) the net income or loss  of any person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition,  (d)
the  net income, if positive, of  any of such person's Consolidated Subsidiaries
to  the  extent  that  the  declaration  or  payment  of  dividends  or  similar
distributions  is not  at the time  permitted by  operation of the  terms of its
charter or bylaws or any  other agreement, instrument, judgment, decree,  order,
statute,  rule  or  governmental  regulation  applicable  to  such  Consolidated
Subsidiary.
 
    "CONSOLIDATED SUBSIDIARY" means,  for any  person, each  Subsidiary of  such
person  (whether now  existing or hereafter  created or  acquired) the financial
statements of which are consolidated for financial statement reporting  purposes
with the financial statements of such person in accordance with GAAP.
 
    "CREDIT  FACILITY" means the Credit Agreement dated  as of June 12, 1996, as
amended, by  and among  The Chase  Manhattan  Bank (as  successor by  merger  to
Chemical Bank), as Administrative Agent, Banque
 
                                       38

Paribas,  as Documentation Agent, and Bank  of America, Illinois, as Syndication
Agent, certain financial institutions from  time to time thereto, including  any
related notes, guarantees, collateral documents, instruments, letters of credit,
reimbursement  obligations  and other  agreements executed  by  JCC, any  of its
Subsidiaries and/or Jacor  in connection therewith  (collectively, the  "Related
Documents"),  as such Credit Agreement and/or  Related Documents may be amended,
restated, supplemented, renewed,  replaced or  otherwise modified  from time  to
time  whether or  not with  the same  agent, trustee,  representative lenders or
holders,  and,  subject  to  the  proviso  to  the  next  succeeding   sentence,
irrespective  of  any  changes  in the  terms  and  conditions  thereof. Without
limiting the  generality of  the  foregoing, the  term "Credit  Facility"  shall
include  agreements in  respect of  Interest Swap  and Hedging  Obligations with
lenders party  to the  Credit Facility  and shall  also include  any  amendment,
amendment  and  restatement,  renewal, extension,  restructuring,  supplement or
modification in whole  or in  part to any  Credit Facility  and all  refundings,
refinancings  and  replacements in  whole  or in  part  of any  Credit Facility,
including, without limitation,  any agreement  or agreements  (i) extending  the
maturity  of any Indebtedness incurred  thereunder or contemplated thereby, (ii)
adding or  deleting borrowers  or guarantors  thereunder, (iii)  increasing  the
amount   of  Indebtedness  incurred  thereunder  or  available  to  be  borrowed
thereunder, PROVIDED that on the date such Indebtedness is incurred it would  be
permitted  by paragraph (f)  under the definition  of Permitted Indebtedness, or
(iv) otherwise altering the terms and conditions thereof.
 
    "DISQUALIFIED CAPITAL STOCK"  means (a)  except as  set forth  in (b),  with
respect  to any person, Equity Interests of such person that, by its terms or by
the terms  of  any  security  into  which  it  is  convertible,  exercisable  or
exchangeable, is, or upon the happening of an event or the passage of time would
be,  required to  be redeemed  or repurchased  (including at  the option  of the
holder thereof) by such person or any of its Subsidiaries, in whole or in  part,
on  or prior to  the Stated Maturity of  the Notes, and (b)  with respect to any
Subsidiary of such person (including with respect to any Subsidiary of JCC), any
Equity Interests other than any common equity with no preference, privileges, or
redemption or repayment provisions.
 
    "EQUITY INTEREST" of any person means any shares, interests,  participations
or  other equivalents (however designated) in such person's equity, and shall in
any event include any Capital Stock issued by, or partnership interests in, such
person.
 
    "EVENT OF LOSS" means, with respect to any property or asset, any (i)  loss,
destruction  or  damage of  such  property or  asset  or (ii)  any condemnation,
seizure or taking, by exercise of the  power of eminent domain or otherwise,  of
such  property  or asset,  or confiscation  or  requisition of  the use  of such
property or asset.
 
    "EXCLUDED PERSON" means Zell/Chilmark Fund  L.P. and all Related Persons  of
such person.
 
    "EXCLUDED SUBSIDIARY" means each of Jacor National Corp., WIBX Incorporated,
Marathon  Communications, Inc. and  Jacor Broadcasting of  Idaho, Inc., an Idaho
corporation.
 
    "EXEMPTED AFFILIATE TRANSACTION" means  (a) customary employee  compensation
arrangements  approved by  a majority of  independent (as  to such transactions)
members of the  Board of  Directors of JCC,  (b) dividends  permitted under  the
terms  of the covenant discussed above under "Limitation on Restricted Payments"
above and payable, in  form and amount, on  a pro rata basis  to all holders  of
Common Stock of Jacor, (c) transactions solely between JCC and any of its wholly
owned  Subsidiaries or  solely among wholly  owned Subsidiaries of  JCC, and (d)
payments to  Zell/Chilmark  Fund  L.P.  or its  Affiliates  for  reasonable  and
customary  fees  and  expenses  for financial  advisory  and  investment banking
services provided to Jacor and JCC, and (e) payments to Jacor made in accordance
with the Tax Sharing Agreement.
 
    "FUTURE SUBSIDIARY GUARANTOR"  means future  Subsidiaries of  JCC and  their
Subsidiaries  (other than the  Excluded Subsidiaries), which  are not prohibited
from becoming guarantors by law or by the terms of any Acquired Indebtedness  or
any  agreement  (other than  an agreement  entered into  in connection  with the
transaction resulting  in  such person  becoming  a  Subsidiary of  JCC  or  its
Subsidiaries) to which such Subsidiary is a party.
 
                                       39

    "GAAP"  means  United States  generally  accepted accounting  principles set
forth in the opinions and pronouncements  of the Accounting Principles Board  of
the  American  Institute  of  Certified Public  Accountants  and  statements and
pronouncements of  the Financial  Accounting Standards  Board or  in such  other
statements  by such  other entity  as approved by  a significant  segment of the
accounting profession as in effect on the Issue Date unless otherwise specified.
 
    "INDEBTEDNESS" of any person means, without duplication, (a) all liabilities
and obligations, contingent or otherwise, of such any person, (i) in respect  of
borrowed money (whether or not the recourse of the lender is to the whole of the
assets  of such person or  only to a portion  thereof), (ii) evidenced by bonds,
notes,  debentures  or  similar  instruments,  (iii)  representing  the  balance
deferred  and unpaid of the  purchase price of any  property or services, except
those incurred in  the ordinary  course of  its business  that would  constitute
ordinarily  a  trade  payable to  trade  creditors, (iv)  evidenced  by bankers'
acceptances or similar instruments issued or accepted by banks, (v) relating  to
any  Capitalized Lease Obligation, or (vi) evidenced  by a letter of credit or a
reimbursement obligation of such  person with respect to  any letter of  credit;
(b)  all  net  obligations  of  such  person  under  Interest  Swap  and Hedging
Obligations; (c) all liabilities and obligations of others of the kind described
in the preceding clause (a)  or (b) that such person  has guaranteed or that  is
otherwise  its legal liability or which are secured by any assets or property of
such person  and all  obligations  to purchase,  redeem  or acquire  any  Equity
Interests;  and (d) all Disqualified Capital Stock of such person (valued at the
greater of  its voluntary  or involuntary  maximum fixed  repurchase price  plus
accrued   and  unpaid  dividends).  For  purposes  hereof,  the  "maximum  fixed
repurchase price" of any Disqualified Capital Stock which does not have a  fixed
repurchase  price  shall be  calculated  in accordance  with  the terms  of such
Disqualified Capital Stock as if such Disqualified Capital Stock were  purchased
on any date on which Indebtedness shall be required to be determined pursuant to
the  Indenture, and if such price is based upon, or measured by, the Fair Market
Value of  such  Disqualified  Capital  Stock,  such  Fair  Market  Value  to  be
determined  in good faith by  the board of directors  of the issuer (or managing
general partner of the issuer) of such Disqualified Capital Stock.
 
    "INTEREST SWAP AND HEDGING  OBLIGATION" means any  obligation of any  person
pursuant  to  any interest  rate swap  agreement,  interest rate  cap agreement,
interest rate  collar  agreement,  interest rate  exchange  agreement,  currency
exchange  agreement or  any other agreement  or arrangement  designed to protect
against fluctuations in  interest rates or  currency values, including,  without
limitation,  any  arrangement whereby,  directly or  indirectly, such  person is
entitled to receive from time to  time periodic payments calculated by  applying
either  a fixed  or floating  rate of  interest on  a stated  notional amount in
exchange for periodic  payments made  by such  person calculated  by applying  a
fixed or floating rate of interest on the same notional amount.
 
    "INVESTMENT"  by any person in any  other person means (without duplication)
(a) the acquisition (whether by purchase, merger, consolidation or otherwise) by
such person (whether for cash,  property, services, securities or otherwise)  of
capital   stock,  bonds,  notes,  debentures,  partnership  or  other  ownership
interests or other securities, including any options or warrants, of such  other
person  or any agreement  to make any  such acquisition; (b)  the making by such
person of any deposit with,  or advance, loan or  other extension of credit  to,
such  other  person  (including the  purchase  of property  from  another person
subject to an  understanding or  agreement, contingent or  otherwise, to  resell
such  property to such other person) or any commitment to make any such advance,
loan or extension (but excluding accounts receivable or deposits arising in  the
ordinary  course of business); (c) other  than guarantees of Indebtedness of JCC
or any  Guarantor  to  the  extent permitted  by  the  covenant  "Limitation  on
Incurrence  of Additional  Indebtedness and  Disqualified Capital  Stock" or the
definition of Permitted Indebtedness,  the entering into by  such person of  any
guarantee  of, or other credit support or contingent obligation with respect to,
Indebtedness or other liability of such other person (other than the endorsement
of instruments for deposit  or collection in the  ordinary course of  business);
and  (d) the  making of any  capital contribution  by such person  to such other
person.
 
    "ISSUE DATE"  means  the date  of  first issuance  of  the Notes  under  the
Indenture.
 
    "JUNIOR  SECURITY" means any Qualified Capital Stock and any Indebtedness of
JCC or a Guarantor, as applicable, that  is subordinated in right of payment  to
Senior    Debt   at   least    to   the   same   extent    as   the   Notes   or
 
                                       40

the Guarantees, as  applicable, and  has no scheduled  installment of  principal
due, by redemption, sinking fund payment or otherwise, on or prior to the Stated
Maturity of the Notes; PROVIDED, that in the case of subordination in respect of
Senior  Debt  under  the  Credit  Facility,  "Junior  Security"  shall  mean any
Qualified Capital  Stock and  any  Indebtedness of  JCC  or the  Guarantors,  as
applicable,  that  (i)  has a  final  maturity  date occurring  after  the final
maturity date of, all Senior Debt  outstanding under the Credit Facility on  the
date  of  issuance of  such  Qualified Capital  Stock  or Indebtedness,  (ii) is
unsecured, (iii) has  an Average Life  longer than the  security for which  such
Qualified  Capital Stock or  Indebtedness is being exchanged,  and (iv) by their
terms or by  law are subordinated  to Senior Debt  outstanding under the  Credit
Facility on the date of issuance of such Qualified Capital Stock or Indebtedness
at least to the same extent as the Notes.
 
    "LEVERAGE   RATIO"  of  any  person  on   any  date  of  determination  (the
"Transaction Date") means the ratio, on a PRO FORMA basis, of (a) the sum of the
aggregate outstanding amount of Indebtedness  and Disqualified Capital Stock  of
such person and its Subsidiaries as of the date of calculation on a consolidated
basis in accordance with GAAP to (b) the aggregate amount of Consolidated EBITDA
of  such person attributable to  continuing operations and businesses (exclusive
of amounts attributable to operations and businesses permanently discontinued or
disposed of)  for the  Reference Period;  PROVIDED, that  for purposes  of  such
calculation,  (i)  Acquisitions which  occurred during  the Reference  Period or
subsequent to the Reference Period and on or prior to the Transaction Date shall
be assumed to  have occurred  on the  first day  of the  Reference Period,  (ii)
transactions  giving rise to the  need to calculate the  Leverage Ratio shall be
assumed to have occurred  on the first  day of the  Reference Period, (iii)  the
incurrence  of any  Indebtedness or issuance  of any  Disqualified Capital Stock
during the Reference  Period or  subsequent to the  Reference Period  and on  or
prior  to the Transaction Date (and the application of the proceeds therefrom to
the extent used to refinance or  retire other Indebtedness) shall be assumed  to
have  occurred  on  the  first  day  of  such  Reference  Period,  and  (iv) the
Consolidated Fixed  Charges  of such  person  attributable to  interest  on  any
Indebtedness  or dividends on any Disqualified  Capital Stock bearing a floating
interest (or dividend) rate  shall be computed  on a PRO FORMA  basis as if  the
average  rate  in effect  from  the beginning  of  the Reference  Period  to the
Transaction Date had been the applicable rate for the entire period, unless such
person or any  of its Subsidiaries  is a party  to an Interest  Swap or  Hedging
Obligation  (which shall  remain in effect  for the  12-month period immediately
following the Transaction Date) that has the effect of fixing the interest  rate
on  the date of computation,  in which case such  rate (whether higher or lower)
shall be used.
 
    "LIEN" means any  mortgage, charge, pledge,  lien (statutory or  otherwise),
privilege,  security interest, or other encumbrance  upon or with respect to any
property of  any kind,  real or  personal, movable  or immovable,  now owned  or
hereafter acquired.
 
    "NET  CASH PROCEEDS" means the aggregate  amount of cash or Cash Equivalents
received by JCC in the case of a sale of Qualified Capital Stock and by JCC  and
its  Subsidiaries in respect of an  Asset Sale or an Event  of Loss plus, in the
case of  an  issuance of  Qualified  Capital Stock  of  JCC upon  any  exercise,
exchange  or conversion of  securities (including options,  warrants, rights and
convertible or exchangeable debt) of JCC that  were issued for cash on or  after
the  Issue Date, the amount of cash originally received by JCC upon the issuance
of such  securities  (including options,  warrants,  rights and  convertible  or
exchangeable  debt)  less,  in  each  case,  the  sum  of  all  payments,  fees,
commissions and (in the case of Asset Sales, reasonable and customary), expenses
(including, without  limitation, the  fees  and expenses  of legal  counsel  and
investment  banking fees  and expenses) incurred  in connection  with such Asset
Sale, Event of Loss or sale of Qualified  Capital Stock, and, in the case of  an
Asset  Sale only, less an amount (estimated  reasonably and in good faith by JCC
or the amount  actually incurred, if  greater) of income,  franchise, sales  and
other  applicable taxes required to be paid by JCC or any of its Subsidiaries in
connection with such Asset Sale.
 
    "OBLIGATION" means any principal, premium  or interest payment, or  monetary
penalty, or damages, due by JCC or any Guarantor under the terms of the Notes or
the Indenture.
 
    "PERMITTED INDEBTEDNESS" means any of the following:
 
    (a)  JCC and  its Subsidiaries may  incur Indebtedness solely  in respect of
bankers acceptances, letters of credit and performance bonds (to the extent that
such incurrence does not result in the incurrence of any obligation to repay any
obligation relating to borrowed money of others), all in the ordinary course  of
business in accordance with customary industry practices, in amounts and for the
purposes customary in
 
                                       41

JCC's  industry; PROVIDED,  that the  aggregate principal  amount outstanding of
such Indebtedness (including  any Indebtedness  issued to  refinance, refund  or
replace such Indebtedness) shall at no time exceed $5.0 million;
 
    (b) JCC may incur Indebtedness to any wholly owned Subsidiary Guarantor, and
any wholly owned Subsidiary Guarantor may incur Indebtedness to any other wholly
owned Subsidiary Guarantor or to JCC; PROVIDED, that in the case of Indebtedness
of  JCC, such obligations shall be unsecured and subordinated in all respects to
JCC's obligations pursuant to the  Notes and the date  of any event that  causes
such  Subsidiary Guarantor to no longer be a wholly owned Subsidiary shall be an
Incurrence Date;
 
    (c) JCC and the Guarantors may incur Indebtedness evidenced by the Notes and
the Guarantees and  represented by  the Indenture  up to  the amounts  specified
therein as of the date thereof;
 
    (d)   JCC  and  the   Guarantors,  as  applicable,   may  incur  Refinancing
Indebtedness with respect to any Indebtedness or Disqualified Capital Stock,  as
applicable,  which Indebtedness was  incurred pursuant to  the Leverage Ratio in
the  covenant   described  under   "Limitation  on   Incurrence  of   Additional
Indebtedness and Disqualified Capital Stock" or clause (c) of this definition;
 
    (e)  JCC and its Subsidiaries may  incur Indebtedness in an aggregate amount
outstanding at  any  time  (including  any  Indebtedness  issued  to  refinance,
replace, or refund such Indebtedness) of up to $5.0 million;
 
    (f)  JCC and the Guarantors may  incur Indebtedness incurred pursuant to the
Credit Facility up to an  aggregate principal amount outstanding (including  any
Indebtedness  issued to refinance, refund or  replace such Indebtedness in whole
or in part) at any time of $600.0 million, plus accrued interest and  additional
expense  and reimbursement obligations with  respect thereto and such additional
amounts as may  be deemed to  be outstanding in  the form of  Interest Swap  and
Hedging  Obligations with lenders party to the Credit Facility, minus the amount
of any such Indebtedness retired with Net Cash Proceeds from any Asset Sale;
 
    (g) JCC and the Subsidiary Guarantors may incur Indebtedness under  Interest
Swap  and  Hedging Obligations  that  do not  increase  the Indebtedness  of the
Company other than as a result  of fluctuations in interest or foreign  currency
exchange  rates provided  that such  Interest Swap  and Hedging  Obligations are
incurred for the purpose of providing  interest rate protection with respect  to
Indebtedness  permitted  under the  Indenture  or to  provide  currency exchange
protection in connection with revenues  generated in currencies other than  U.S.
dollars;
 
    (h)  Subsidiaries may incur Acquired Indebtedness if JCC at the time of such
incurrence could incur such Indebtedness pursuant  to the Leverage Ratio in  the
covenant  "Limitation on Incurrence of  Additional Indebtedness and Disqualified
Capital Stock"; and
 
    (i) JCC and its  Subsidiaries may incur Indebtedness  existing on the  Issue
Date.
 
    "PERMITTED INVESTMENT" means:
 
    (a) Investments in any of the Notes;
 
    (b) Cash Equivalents;
 
    (c)  intercompany  loans to  the extent  permitted under  clause (b)  of the
definition of  "Permitted  Indebtedness" and  intercompany  security  agreements
relating thereto;
 
    (d) loans, advances or investments in existence on the Issue Date;
 
    (e)  Investments in a person substantially all of whose assets are of a type
generally used in a Related Business (an  "Acquired Person") if, as a result  of
such  Investments, (i) the Acquired Person immediately thereupon is or becomes a
Subsidiary of the  Company, or  (ii) the Acquired  Person immediately  thereupon
either  (1) is  merged or consolidated  with or into  the Company or  any of its
Subsidiaries and the  surviving person  is the Company  or a  Subsidiary of  the
Company  or (2) transfers or conveys all  or substantially all of its assets, or
is liquidated into, JCC or any of its Subsidiaries.
 
    (f) Investments in a person  with whom JCC or  any of its Subsidiaries  have
entered  into, (i) local market agreements or time brokerage agreements pursuant
to which JCC or any one of its Subsidiaries
 
                                       42

programs substantial  portions  of the  broadcast  day on  such  person's  radio
broadcast station(s) and sells advertising time during such program segments for
its  own account or (ii) joint sales agreements  pursuant to which JCC or any of
its Subsidiaries  sells  substantially all  of  the advertising  time  for  such
person's radio broadcast station(s);
 
    (g)  Investments  that  are  in  persons  which  will  have  the  purpose of
furthering the  operations of  JCC  and its  Subsidiaries  not to  exceed  $10.0
million; and
 
    (h) demand deposit accounts maintained in the ordinary course of business.
 
    "PERMITTED  LIEN"  means (a)  Liens existing  on the  Issue Date;  (b) Liens
imposed by governmental authorities for  taxes, assessments or other charges  or
levies not yet subject to penalty or which are being contested in good faith and
by  appropriate  proceedings,  if  adequate reserves  with  respect  thereto are
maintained on  the books  of JCC  in  accordance with  GAAP as  of the  date  of
determination;   (c)  statutory  liens  of  carriers,  warehousemen,  mechanics,
materialmen, landlords, repairmen or  other like Liens  arising by operation  of
law  in  the  ordinary  course  of business  provided  that  (i)  the underlying
obligations are not  overdue for a  period of more  than 60 days,  or (ii)  such
Liens  are  being contested  in good  faith and  by appropriate  proceedings and
adequate reserves with  respect thereto are  maintained on the  books of JCC  in
accordance  with GAAP as  of the date  of determination; (d)  Liens securing the
performance of  bids,  trade  contracts (other  than  borrowed  money),  leases,
statutory  obligations,  surety and  appeal bonds,  performance bonds  and other
obligations of a  like nature incurred  in the ordinary  course of business  and
deposits made in the ordinary course of business to secure obligations of public
utilities;   (e)  easements,   rights-of-way,  zoning,   building  restrictions,
reservations, encroachments,  exceptions,  covenants, similar  restrictions  and
other  similar encumbrances or title defects  which, singly or in the aggregate,
do not in any case  materially detract from the  value of the property,  subject
thereto  (as  such  property is  used  by JCC  or  any of  its  Subsidiaries) or
interfere with  the ordinary  conduct  of the  business of  JCC  or any  of  its
Subsidiaries;  (f)  Liens  arising  by  operation  of  law  in  connection  with
judgments, provided, that the  execution or other enforcement  of such Liens  is
effectively  stayed and that  the claims secured thereby  are being contested in
good faith  by appropriate  proceedings; (g)  pledges or  deposits made  in  the
ordinary   course  of   business  in  connection   with  workers'  compensation,
unemployment insurance and other types of social security legislation; (h) Liens
securing Indebtedness of  a person existing  at the time  such person becomes  a
Subsidiary  or is  merged with  or into  JCC or  a Subsidiary  or Liens securing
Indebtedness incurred  in connection  with an  Acquisition, PROVIDED  that  such
Liens  were  in existence  prior  to the  date  of such  acquisition,  merger or
consolidation, were not incurred in anticipation  thereof, and do not extend  to
any  other  assets; (i)  leases or  subleases  granted to  other persons  in the
ordinary course of business not materially  interfering with the conduct of  the
business  of JCC or  any of its  Subsidiaries or materially  detracting from the
value of  the relative  assets of  JCC or  any of  its Subsidiaries;  (j)  Liens
arising  from precautionary Uniform Commercial  Code financing statement filings
regarding operating leases entered into by JCC or any of its Subsidiaries in the
ordinary course of  business; and  (k) Liens  securing Refinancing  Indebtedness
incurred  to  refinance any  Indebtedness that  was previously  so secured  in a
manner no more adverse to the Holders of  the Notes than the terms of the  Liens
securing  such refinanced Indebtedness provided that the Indebtedness secured is
not increased and the lien is not extended to any additional assets or property,
(l) Liens in favor  of the Adminstrative Agent  pursuant to the Credit  Facility
and  (m) Liens on property of a Subsdiary of JCC provided that such Liens secure
only obligations owing by such Subsidiary to JCC or another Subsidiary of JCC.
 
    "PRODUCTIVE ASSETS" means assets  of a kind  used or usable  by JCC and  its
Subsidiaries in a Related Business.
 
    "PUBLIC  OFFERING" means a firm  commitment underwritten primary offering of
Capital Stock of Jacor or JCC.
 
    "QUALIFIED CAPITAL  STOCK"  means any  Capital  Stock  of JCC  that  is  not
Disqualified Capital Stock.
 
    "QUALIFIED  EXCHANGE"  means any  legal defeasance,  redemption, retirement,
repurchase or other acquisition of Capital  Stock or Indebtedness of JCC  issued
on  or after the Issue Date with the  Net Cash Proceeds received by JCC from the
substantially concurrent  sale of  Qualified Capital  Stock or  any exchange  of
Qualified Capital Stock for any Capital Stock or Indebtedness issued on or after
the Issue Date.
 
                                       43

    "REFERENCE  PERIOD" with  regard to  any person  means the  four full fiscal
quarters (or such lesser period during which such person has been in  existence)
ended  immediately preceding any date upon which any determination is to be made
pursuant to the terms of the Notes or the Indenture.
 
    "REFINANCING INDEBTEDNESS" means Indebtedness or Disqualified Capital  Stock
(a)  issued in exchange for, or the proceeds from the issuance and sale of which
are  used  substantially  concurrently   to  repay,  redeem,  defease,   refund,
refinance,  discharge or otherwise retire for value, in whole or in part, or (b)
constituting an  amendment, modification  or  supplement to,  or a  deferral  or
renewal  of  ((a)  and  (b)  above  are,  collectively,  a  "Refinancing"),  any
Indebtedness or Disqualified Capital Stock in a principal amount or, in the case
of Disqualified  Capital Stock,  liquidation preference,  not to  exceed  (after
deduction  of reasonable and customary fees  and expenses incurred in connection
with the Refinancing) the lesser of (i) the principal amount or, in the case  of
Disqualified  Capital  Stock,  liquidation preference,  of  the  Indebtedness or
Disqualified Capital Stock  so Refinanced  and (ii) if  such Indebtedness  being
Refinanced  was  issued  with an  original  issue discount,  the  accreted value
thereof (as determined in accordance with GAAP) at the time of such Refinancing;
PROVIDED, that (A) such Refinancing Indebtedness of any Subsidiary of JCC  shall
only be used to Refinance outstanding Indebtedness or Disqualified Capital Stock
of  such Subsidiary,  (B) such  Refinancing Indebtedness  shall (x)  not have an
Average Life shorter than the Indebtedness  or Disqualified Capital Stock to  be
so  refinanced at the  time of such Refinancing  and (y) in  all respects, be no
less subordinated or  junior, if  applicable, to the  rights of  Holders of  the
Notes  than was the Indebtedness or  Disqualified Capital Stock to be refinanced
and (C) such Refinancing Indebtedness shall have no installment of principal (or
redemption payment) scheduled to come due earlier than the scheduled maturity of
any installment of principal of  the Indebtedness or Disqualified Capital  Stock
to  be  so  refinanced which  was  scheduled to  come  due prior  to  the Stated
Maturity.
 
    "RELATED  BUSINESS"  means  the  business  conducted  (or  proposed  to   be
conducted)  by JCC  and its Subsidiaries  as of the  Issue Date and  any and all
businesses that in the good faith judgment of the Board of Directors of JCC  are
materially related businesses.
 
    "RELATED PERSON" means any person who controls, is controlled by or is under
common  control  with an  Excluded Person;  PROVIDED that  for purposes  of this
definition "control" means  the beneficial  ownership of  more than  50% of  the
total  voting power  of a person  normally entitled  to vote in  the election of
directors, managers or trustees, as applicable of a person.
 
    "RESTRICTED INVESTMENT" means, in one  or a series of related  transactions,
any  Investment,  other  than investments  in  Permitted  Investments; PROVIDED,
HOWEVER, that  a merger  of another  person with  or into  JCC or  a  Subsidiary
Guarantor  shall not  be deemed  to be  a Restricted  Investment so  long as the
surviving entity is JCC or a direct wholly owned Subsidiary Guarantor.
 
    "RESTRICTED PAYMENT" means, with respect to any person, (a) the  declaration
or  payment of any dividend or other distribution in respect of Equity Interests
of such person or any  parent or Subsidiary of such  person, (b) any payment  on
account of the purchase, redemption or other acquisition or retirement for value
of  Equity Interests of such person or  any Subsidiary or parent of such person,
(c) other than with the proceeds  from the substantially concurrent sale of,  or
in  exchange for,  Refinancing Indebtedness  any purchase,  redemption, or other
acquisition or retirement for value of, any payment in respect of any  amendment
of the terms of or any defeasance of, any Subordinated Indebtedness, directly or
indirectly, by such person or a parent or Subsidiary of such person prior to the
scheduled  maturity, any scheduled repayment  of principal, or scheduled sinking
fund payment, as the case  may be, of such  Indebtedness and (d) any  Restricted
Investment by such person; PROVIDED, HOWEVER, that the term "Restricted Payment"
does  not include  (i) any  dividend, distribution or  other payment  on or with
respect to Capital Stock of an issuer to the extent payable solely in shares  of
Qualified Capital Stock of such issuer; (ii) any dividend, distribution or other
payment  to JCC, or to any of its  wholly owned Subsidiary Guarantors, by any of
the Subsidiaries of JCC; or (iii) loans or advances to any Subsidiary  Guarantor
the  proceeds  of which  are  used by  such  Subsidiary Guarantor  in  a Related
Business activity of such Subsidiary Guarantor.
 
    "SENIOR DEBT"  of JCC  or any  Guarantor means  Indebtedness (including  any
monetary  obligation in respect of the Credit Facility, and interest, whether or
not such interest  is allowed  or allowable, accruing  on Indebtedness  incurred
pursuant   to  the  Credit  Facility  at   the  contracted-for  rate  after  the
commencement of any proceeding under any bankruptcy, insolvency or similar  law)
of JCC or such Guarantor arising under the Credit Facility or that, by the terms
of  the  instrument  creating  or  evidencing  such  Indebtedness,  is expressly
 
                                       44

designated Senior Debt and made senior in  right of payment to the Notes or  the
applicable  Guarantee; provided, that in no  event shall Senior Debt include (a)
Indebtedness to any Subsidiary  of JCC or any  officer, director or employee  of
JCC  or any  Subsidiary of  JCC, (b) Indebtedness  incurred in  violation of the
terms of the Indenture,  (c) Indebtedness to  trade creditors, (d)  Disqualified
Capital  Stock and  (e) any  liability for taxes  owed or  owing by  JCC or such
Guarantor.
 
    "SIGNIFICANT SUBSIDIARY" shall  have the meaning  provided under  Regulation
S-X of the Securities Act, as in effect on the Issue Date.
 
    "STATED  MATURITY," when used  with respect to any  Note, means December 15,
2006.
 
    "SUBORDINATED INDEBTEDNESS" means Indebtedness of JCC or a Guarantor that is
subordinated in right of payment to the Notes or such Guarantee, as  applicable,
in any respect or has a stated maturity on or after the Stated Maturity.
 
    "SUBSIDIARY," with respect to any person, means (i) a corporation a majority
of whose Capital Stock with voting power, under ordinary circumstances, to elect
directors  is at the time, directly or indirectly, owned by such person, by such
person and  one  or  more  Subsidiaries  of  such  person  or  by  one  or  more
Subsidiaries of such person, (ii) any other person (other than a corporation) in
which  such person, one or more Subsidiaries  of such person, or such person and
one or more Subsidiaries of such person, directly or indirectly, at the date  of
determination  thereof  has at  least majority  ownership  interest, or  (iii) a
partnership in which such person or a Subsidiary of such person is, at the time,
a general partner and in which such person, directly or indirectly, at the  date
of determination thereof has at least a majority ownership interest.
 
    "SUBSIDIARY   GUARANTORS"  means  (i)   the  Present  Subsidiary  Guarantors
identified in the following sentence and (ii) Future Subsidiary Guarantors  that
become  Subsidiary  Guarantors  pursuant  to the  terms  of  the  Indenture, but
excluding any Persons whose guarantees have been released pursuant to the  terms
of  the Indenture. The "PRESENT  SUBSIDIARY GUARANTORS" means Jacor Broadcasting
Corporation; Broadcast Finance, Inc.; Jacor Broadcasting of Florida, Inc.; Jacor
Broadcasting of  Atlanta,  Inc.; Jacor  Broadcasting  of Colorado,  Inc.;  Jacor
Broadcasting  of Lexington, Inc.;  Jacor Broadcasting of  Knoxville, Inc.; Jacor
Broadcasting of Tampa Bay, Inc.;  Jacor Cable, Inc.; Georgia Network  Equipment,
Inc.;  Jacor Broadcasting of  San Diego, Inc.; Jacor  Broadcasting of St. Louis,
Inc.; Jacor Broadcasting of Sarasota, Inc.; Jacor Broadcasting of Idaho, Inc., a
Delaware corporation; Jacor Broadcasting of  Iowa, Inc.; Noble Broadcast  Group,
Inc.;  Noble Broadcast  of Colorado, Inc.;  Noble Broadcast of  San Diego, Inc.;
Noble Broadcast  of St.  Louis,  Inc.; Noble  Broadcast  of Toledo,  Inc.;  Nova
Marketing Group, Inc.; Noble Broadcast Licenses, Inc.; Noble Broadcast Holdings,
Inc.;  Sports Radio Broadcasting,  Inc.; Nobro, S.C.;  Sports Radio, Inc.; Noble
Broadcast Center, Inc.; Citicasters Co.; GAAC-N26LB, Inc.; GACC-340, Inc.;  Cine
Guarantors,  Inc.; Great American Television  Productions, Inc.; Cine Guarantors
II, Inc.; Great American Merchandising Group, Inc.; Taft-TCI Satellite Services,
Inc.;  Cine  Films,  Inc.;  The  Sy  Fischer  Company  Agency,  Inc.;   Location
Productions,  Inc.;  Location  Productions II,  Inc.;  VTTV  Productions; F.M.I.
Pennsylvania, Inc.; Inmobiliaria Radial, S.A.  de C.V.; WHOK, Inc.; Cine  Mobile
Systems Int'l. N.V.; Cine Movil S.A. de C.V.; and Cine Guarantors II, Ltd., each
a  direct or indirect subsidiary of the Company or any successor entity, whether
by merger, consolidation, change of name or otherwise.
 
    "TAX SHARING AGREEMENT" means any agreements between JCC and Jacor  pursuant
to which JCC may make payments to Jacor with respect to JCC's Federal, state, or
local   income  or  franchise  tax  liabilities  where  JCC  is  included  in  a
consolidated, unitary or combined return filed by Jacor; PROVIDED, HOWEVER, that
the payment by JCC under  such agreement may not  exceed the liability of  Jacor
for such taxes if it had filed its income tax returns as a separate company.
 
BOOK-ENTRY, DELIVERY AND FORM
 
    Except as set forth below, the Notes will initially be issued in the form of
one  or more registered Notes  in global form (the  "Global Notes"). Each Global
Note will be deposited on the date of the closing of the sale of the Notes  (the
"Closing  Date")  with,  or on  behalf  of,  The Depository  Trust  Company (the
"Depositary") and  registered in  the name  of Cede  & Co.,  as nominee  of  the
Depositary.
 
    DTC  is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law,  a
member  of  the  Federal Reserve  System,  a "clearing  corporation"  within the
meaning of  the  New York  Uniform  Commercial  Code, and  a  "clearing  agency"
registered  pursuant to the provisions  of Section 17A of  the Exchange Act. DTC
holds securities that
 
                                       45

its participants ("Participants")  deposit with  DTC. DTC  also facilitates  the
settlement  among Participants of securities transactions, such as transfers and
pledges, in  deposited  securities through  electronic  computerized  book-entry
changes  in Participants'  accounts, thereby  eliminating the  need for physical
movement of  securities  certificates. Direct  Participants  include  securities
brokers  and dealers, banks, trust companies, clearing corporations, and certain
other organizations ("Direct  Participants"). DTC is  owned by a  number of  its
Direct  Participants and by the NYSE, the  American Stock Exchange, Inc. and the
National Association of  Securities Dealers, Inc.  Access to the  DTC system  is
also available to others such as securities brokers and dealers, banks and trust
companies  that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The  rules
applicable to DTC and its Participants are on file with the SEC.
 
    The   Company  expects  that  pursuant  to  procedures  established  by  the
Depositary (i) upon deposit of the Global Notes, the Depositary will credit  the
accounts  of Participants designated by the Underwriters with an interest in the
Global Note and (ii) ownership of the Notes evidenced by the Global Note will be
shown on, and the transfer of  ownership thereof will be effected only  through,
records  maintained  by  the  Depositary  (with  respect  to  the  interests  of
Participants), the Participants and the Indirect Participants. The laws of  some
states require that certain persons take physical delivery in definitive form of
securities  that they own and that  security interests in negotiable instruments
can only be perfected by delivery of certificates representing the  instruments.
Consequently, the ability to transfer Notes evidenced by the Global Note will be
limited to such extent.
 
    So  long as the Depositary or its nominee is the registered owner of a Note,
the Depositary or such nominee, as the case may be, will be considered the  sole
owner  or holder of  the Notes represented  by the Global  Note for all purposes
under the Indenture. Except as provided below, owners of beneficial interests in
a Global Note will not be entitled to have Notes represented by such Global Note
registered in their names, will not  receive or be entitled to receive  physical
delivery of Certificated Notes, and will not be considered the owners or holders
thereof  under  the Indenture  for any  purpose, including  with respect  to the
giving of any directions, instructions  or approvals to the Trustee  thereunder.
As  a result,  the ability  of a  person having  a beneficial  interest in Notes
represented by a Global Note to pledge such interest to persons or entities that
do not participate in the Depositary's system, or to otherwise take actions with
respect to such interest, may be affected by the lack of a physical  certificate
evidencing such interest.
 
    Neither  the  Company  nor  the  Trustee  will  have  any  responsibility or
liability for any aspect of the records relating to or payments made on  account
of  Notes by  the Depositary, or  for maintaining, supervising  or reviewing any
records of the Depositary relating to such Notes.
 
    Payments with respect to the principal of, premium, if any, interest on, any
Note represented by a Global  Note registered in the  name of the Depositary  or
its  nominee on the applicable record date will  be payable by the Trustee to or
at the  direction of  the  Depositary or  its nominee  in  its capacity  as  the
registered  Holder  of  the  Global  Note  representing  such  Notes  under  the
Indenture. Under the  terms of the  Indenture, the Company  and the Trustee  may
treat  the persons  in whose  names the Notes,  including the  Global Notes, are
registered as the owners thereof for the purpose of receiving such payments  and
for any and all other purposes whatsoever. Consequently, neither the Company nor
the  Trustee has or will have any responsibility or liability for the payment of
such amounts to beneficial owners of Notes (including principal, premium, if any
or interest), or to immediately credit the accounts of the relevant Participants
with such  payment, in  amounts proportionate  to their  respective holdings  in
principal  amount of  beneficial interests  in the Global  Note as  shown on the
records of  the  Depositary.  Payments  by the  Participants  and  the  Indirect
Participants  to the  beneficial owners  of Notes  will be  governed by standing
instructions and  customary  practice and  will  be the  responsibility  of  the
Participants or the Indirect Participants.
 
    CERTIFICATED NOTES
 
    If (i) the Company notifies the Trustee in writing that the Depositary is no
longer  willing or  able to  act as a  depositary and  the Company  is unable to
locate a qualified successor within 90 days or (ii) the Company, at its  option,
notifies the Trustee in writing that it elects to cause the issuance of Notes in
definitive  form under the Indenture, then,  upon surrender by the Depositary of
the Global Notes,  Certificated Notes  will be issued  to each  person that  the
Depositary identifies as the beneficial owner of the Notes represented by Global
Notes.  In  addition,  subject  to  certain  conditions,  any  person  having  a
beneficial interest in a Global Note
 
                                       46

may, upon request to the Trustee, exchange such beneficial interest for Notes in
the form of Certificated Notes. Upon any such issuance, the Trustee is  required
to  register such Certificated Notes  in the name of  such person or persons (or
the nominee of any thereof), and cause the same to be delivered thereto.
 
    Neither the Company nor  the Trustee shall  be liable for  any delay by  the
Depositary  or  any  Participant  or  Indirect  Participant  in  identifying the
beneficial owners of the Notes, and the Company and the Trustee may conclusively
rely on, and shall be protected in relying on, instructions from the  Depositary
for  all purposes (including with respect  to the registration and delivery, and
the respective principal amounts, of the Notes to be issued).
 
    The  information  in  this  section   concerning  the  Depositary  and   the
Depositary's  book-entry system has been obtained  from sources that the Company
believes to  be  reliable. The  Company  will  have no  responsibility  for  the
performance   by  the  Depositary  or   its  Participants  of  their  respective
obligations as described hereunder or  under the rules and procedures  governing
their respective operations.
 
SAME-DAY FUNDS SETTLEMENT AND PAYMENT
 
    The Indenture will require that payments in respect of the Notes represented
by the Global Notes (including principal, premium, if any, and interest) be made
by wire transfer of immediately available funds to the accounts specified by the
Depositary. With respect to Notes represented by Certificated Notes, the Company
will make all payments of principal, premium, if any, and interest, by mailing a
check  to each  such Holder's  registered address. The  Notes will  trade in the
Depositary's Same-Day Funds Settlement System until maturity, or until the Notes
are issued in certificated  form, and secondary market  trading activity in  the
Notes  will therefore  be required  by the  Depositary to  settle in immediately
available funds.  No  assurance can  be  given as  to  the effect,  if  any,  of
settlement in immediately available funds on trading activity in the Notes.
 
                                       47

                       DESCRIPTION OF OTHER INDEBTEDNESS
 
    The summaries contained herein of certain of the indebtedness of the Company
do  not purport to be complete and  are qualified in their entirety by reference
to the  provisions of  the various  agreements and  indentures related  thereto,
which  are  filed  as  exhibits  to the  Registration  Statement  of  which this
Prospectus is a part and to which reference is hereby made.
 
CREDIT FACILITY
 
    The Credit Facility provides availability of $600.0 million of loans to  JCC
in  three components: (i)  a revolving credit  facility of up  to $200.0 million
with mandatory semi-annual commitment reductions beginning March 18, 1999 and  a
final  maturity date of September  18, 2003; (ii) a  term loan of $300.0 million
with scheduled  semi-annual reductions  beginning  March 18,  1998 and  a  final
maturity  date of September 18, 2003; and (iii)  a tranche B term loan of $100.0
million with scheduled  semi-annual reductions  beginning March 18,  1999 and  a
final maturity date of September 18, 2004.
 
    The  Credit Facility bears  interest at a  rate that fluctuates  with a bank
base rate and/or the  Eurodollar rate per  annum, and at  October 31, 1996  this
rate was 7.73%. Jacor borrowed monies under the Credit Facility to (i) finance a
portion  of the cash consideration paid in the Citicasters Merger, and (ii) fund
$100 million of the repurchase price of the 9 3/4% Notes. The Citicasters Merger
constituted a change in  control for the purposes  of the indenture under  which
the  9  3/4% Notes  were  issued and  Jacor  was required  to  make an  offer to
repurchase such notes  at 101% of  their aggregate principal  amount. Under  the
Citicasters Put, the holders of $106.9 million in principal amount of the 9 3/4%
Notes  elected in October 1996  to sell their 9 3/4%  Notes to Jacor pursuant to
Jacor's repurchase offer.
 
    In November 1996, Jacor entered into discussions to expand the  availability
under  the Credit Facility  from up to  $600.0 million to  up to $750.0 million,
among other things. Jacor is discussing with the lenders that the components  of
the  increased Credit  Facility consist of  a revolving credit  facility with an
availability of up  to $450.0  million, a $200.0  million seven-year  amortizing
term  loan and a $100.0 million up to eight-year amortizing term loan. There can
be no  assurance  that  the  availability under  the  Credit  Facility  will  be
increased or that the components of the Credit Facility will be revised.
 
    The  loans under the Credit Facility are guaranteed by each of the Company's
direct and indirect subsidiaries other than certain immaterial subsidiaries. The
Company's obligations with respect to  the Credit Facility and each  guarantor's
obligations  with respect to  the related guaranty  are secured by substantially
all of  their  respective  assets,  including,  without  limitation,  inventory,
equipment,  accounts  receivable,  intercompany debt  and,  in the  case  of the
Company's subsidiaries,  capital  stock.  JCC's  obligations  under  the  Credit
Facility  are  secured by  a first  priority lien  on the  capital stock  of the
Company's subsidiaries and by the guarantee of JCC's parent, Jacor.
 
    The Credit Facility contains covenants  and provisions that restrict,  among
other  things, the Company's ability to: (i) incur additional indebtedness; (ii)
incur liens on  its property; (iii)  make investments and  advances; (iv)  enter
into  guarantees and other contingent obligations; (v) merge or consolidate with
or acquire another person or engage in other fundamental changes; (vi) engage in
certain sales  of assets;  (vii) make  capital expenditures;  (viii) enter  into
leases;  (ix)  engage  in certain  transactions  with affiliates;  and  (x) make
restricted junior payments. The Credit  Facility also requires the  satisfaction
of  certain financial  performance criteria  (including a  consolidated interest
coverage ratio,  a  leverage-to-operating cash  flow  ratio and  a  consolidated
operating  cash flow  available for  fixed charges  ratio) and  the repayment of
loans under the  Credit Facility with  proceeds of certain  sales of assets  and
debt  issuances, and with 50% of the Company's Consolidated Excess Cash Flow (as
defined in the Credit Facility).
 
    Events of  default  under the  Credit  Facility include  various  events  of
default  customary for such type of agreement,  such as failure to pay scheduled
payments when  due, cross  defaults  on other  indebtedness, change  of  control
events  under other  indebtedness (including  the LYONs,  the Notes,  the 9 3/4%
Notes and the 10  1/8% Notes) and certain  events of bankruptcy, insolvency  and
reorganization.  In addition, the Credit Facility includes events of default for
JCC and the  cessation of any  lien on any  of the collateral  under the  Credit
Facility  as a  perfected first priority  lien and the  failure of Zell/Chilmark
appointees to represent at least 30% of the Jacor Board of Directors.
 
                                       48

    For purposes  of the  Credit  Facility, a  change  of control  includes  the
occurrence  of any event that triggers a  change of control under the LYONs, the
Notes , the 9 3/4% Notes or the 10 1/8% Notes. Such change of control under  the
Credit  Facility  would constitute  an  event of  default  which would  give the
syndicate the right  to accelerate the  unpaid principal amounts  due under  the
Credit  Facility. Upon  such acceleration, there  is no assurance  that JCC will
have funds available to fund such repayment or that such funds will be available
or terms acceptable to JCC.
 
THE 9 3/4% NOTES
 
    The  9  3/4%  Notes  are  general  unsecured  obligations  of  JCC  and  are
subordinated  in rights of payment to all Senior Indebtedness (as defined in the
9 3/4% Note Indenture). The  9 3/4% Notes were  issued pursuant to an  indenture
between  Citicasters  and  Shawmut Bank  Connecticut,  National  Association, as
Trustee (the "9 3/4% Note Indenture").
 
    Following the Citicasters Put, the  November 15, 1996 aggregate  outstanding
principal  amount of  the 9  3/4% Notes is  $18.1 million  and the  9 3/4% Notes
mature on February 15, 2004. Interest on the 9 3/4% Notes accrues at the rate of
9 3/4% per annum.
 
    The 9 3/4% Notes are not redeemable at JCC's option before February 15, 1999
(other than in connection with certain public offerings of common stock by  JCC,
as  described below). Thereafter, the 9 3/4%  Notes are subject to redemption at
the option of JCC, at redemption prices declining from 104.875% of the principal
amount for the  twelve months  commencing February 15,  1999 to  100.00% on  and
after February 15, 2002, plus, in each case, accrued and unpaid interest thereon
to the applicable redemption date.
 
    Within  60 days after any  Change of Control (as defined  in the 9 3/4% Note
Indenture), JCC or  its successors must  make an  offer to purchase  the 9  3/4%
Notes  at  a purchase  price equal  to  101% of  the aggregate  principal amount
thereof, plus accrued and unpaid interest to the date of purchase. As  discussed
under  "--  Credit Facility,"  the Citicasters  Merger  constituted a  Change of
Control. Any 9 3/4% Notes which are not acquired in connection with such  Change
of Control offer, subject to the successor's right to redeem the 9 3/4% Notes as
described   above,  will  remain   outstanding.  Jacor  will   comply  with  the
requirements of  Rule 14e-1  in connection  with the  repurchase of  the 9  3/4%
Notes,  as such rule might apply to any  such repurchase at the time thereof. In
addition, prior to December 31, 1996, JCC  can redeem the 9 3/4% Notes from  the
proceeds  of Asset Sales  (as defined in  the 9 3/4%  Note Indenture) subject to
certain restrictions.
 
    The 9 3/4% Note  Indenture contains certain  covenants which impose  certain
limitations  and  restrictions  on  the  ability  of  JCC  to  incur  additional
indebtedness, pay dividends or make other distributions, make certain loans  and
investments,  apply the proceeds of Asset  Sales (and use the proceeds thereof),
create  liens,  enter   into  certain  transactions   with  affiliates,   merge,
consolidate  or transfer  substantially all its  assets and  make investments in
unrestricted subsidiaries. In addition, the  9 3/4% Note Indenture limits  JCC's
Subsidiaries from incurring additional indebtedness.
 
    The  Indenture  for the  9  3/4% Notes  includes  various events  of default
customary for such  type of  agreements, such as  failure to  pay principal  and
interest  when due on the 9 3/4% Notes, cross defaults on other indebtedness and
certain events of bankruptcy, insolvency and reorganization.
 
THE 10 1/8% NOTES
 
    In June 1996, JCAC, Inc. (a  predecessor to JCC) conducted an offering  (the
"10  1/8% Notes  Offering") whereby  JCAC, Inc. issued  and sold  10 1/8% Senior
Subordinated Notes due  2006 (the  "10 1/8%  Notes") in  an aggregate  principal
amount  of $100.0 million. JCAC, Inc. then lent  the net proceeds of the 10 1/8%
Notes Offering to Jacor. The 10 1/8%  Notes have interest payment dates of  June
15  and December  15, commencing on  December 15,  1996, and mature  on June 15,
2006.
 
    The 10 1/8% Note Indenture  contains certain covenants which impose  certain
limitations  and  restrictions  on  the ability  of  Jacor  to  incur additional
indebtedness, pay dividends or make other distributions, make certain loans  and
investments,  apply the proceeds of asset  sales (and use the proceeds thereof),
create  liens,  enter   into  certain  transactions   with  affiliates,   merge,
consolidate  or transfer  substantially all its  assets and  make investments in
unrestricted subsidiaries.
 
                                       49

    If a change of control occurs, JCC  will be required to offer to  repurchase
all  outstanding  10 1/8%  Notes at  a price  equal to  101% of  their principal
amount, plus accrued  and unpaid interest,  if any, to  the date of  repurchase.
There can be no assurance that JCC will have sufficient funds to purchase all of
the 10 1/8% Notes in the event of a change of control offer or that JCC would be
able  to obtain  financing for such  purpose on  favorable terms, if  at all. In
addition, the Credit Facility restricts JCC's ability to repurchase the 10  1/8%
Notes, including pursuant to a change of control offer. Furthermore, a change of
control  under the  10 1/8% Note  Indenture will  result in a  default under the
Credit Facility.
 
    As used herein, (a) prior to the earlier  of a 9 3/4% Note Event, a  "Change
of  Control" means any transaction or series of transactions in which any of the
following occurs: (i)  any person  or group (within  the meaning  of Rule  13d-3
under  the Exchange Act and Sections 13(d) and 14(d) of the Exchange Act), other
than Zell/Chilmark or  any of  its Affiliates,  becomes the  direct or  indirect
"beneficial  owner" (as  defined in  Rule 13d-3 under  the Exchange  Act) of (A)
greater than 50% of the total voting power  (on a fully diluted basis as if  all
convertible  securities had been converted) entitled  to vote in the election of
directors of JCC or CitiCo, or the surviving person (if other than the Company),
or (B) greater than 20% of the total  voting power (on a fully diluted basis  as
if  all  convertible securities  had  been converted)  entitled  to vote  in the
election of directors of JCC or CitiCo,  or the surviving person (if other  than
JCC), and such person or group has the ability to elect, directly or indirectly,
a  majority of  the members of  the Board  of Directors of  JCC; or  (ii) JCC or
CitiCo  consolidates  with  or  merges  into  another  person,  another   person
consolidates  with or merges into JCC or  CitiCo, JCC or CitiCo issues shares of
its Capital Stock or all or substantially all of the assets of JCC or CitiCo are
sold, assigned, conveyed, transferred,  leased or otherwise  disposed of to  any
person  as an entirety or  substantially as an entirety  in one transaction or a
series of related  transactions and  the effect of  such consolidation,  merger,
issuance  or  sale is  as  described in  clause  (i) above.  Notwithstanding the
foregoing, no Change of Control  shall be deemed to  have occurred by virtue  of
(I)  JCC or any of its employee benefit or stock plans filing (or being required
to file after the lapse  of time) a Schedule 13D  or 14D-1 (or any successor  or
similar schedule, form or report under the Exchange Act) or (II) the purchase by
one  or more underwriters  of Capital Stock  of JCC in  connection with a Public
Offering; and (b) upon and following a 9 3/4% Note Event, a "Change of  Control"
will  mean (i) any merger or consolidation of JCC with or into any person or any
sale, transfer  or other  conveyance,  whether direct  or  indirect, of  all  or
substantially  all of any of the assets of  JCC, on a consolidated basis, in one
transaction or a series  of related transactions,  if, immediately after  giving
effect  to such transaction(s), any "person" or  "group" (as such terms are used
for purposes of Sections  13(d) and 14(d)  of the Exchange  Act, whether or  not
applicable)  (other  than  an Excluded  Person)  is or  becomes  the "beneficial
owner," directly or indirectly, of  more than 50% of  the total voting power  in
the  aggregate normally entitled to vote in the election of directors, managers,
or trustees,  as  applicable,  of  the  transferee(s)  or  surviving  entity  or
entities,  (ii) any "person" or "group" (as  such terms are used for purposes of
Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable)  (other
than  an  Excluded Person)  is or  becomes the  "beneficial owner,"  directly or
indirectly, of more than 50% of the  total voting power in the aggregate of  all
classes  of Capital Stock of  JCC then outstanding normally  entitled to vote in
elections of directors,  or (iii)  during any  period of  12 consecutive  months
after  the Issue  Date, individuals  who at the  beginning of  any such 12-month
period constituted  the  Board  of  Directors of  JCC  (together  with  any  new
directors  whose election by such Board or  whose nomination for election by the
shareholders of JCC was approved by a  vote of a majority of the directors  then
still  in office who  were either directors  at the beginning  of such period or
whose election or nomination for election was previously so approved) cease  for
any  reason to constitute  a majority of the  Board of Directors  of JCC then in
office.
 
    The events  of default  under the  10 1/8%  Note Indenture  include  various
events of default customary for such type of agreement, including the failure to
pay  principal and  interest when due  on the  10 1/8% Notes,  cross defaults on
other indebtedness  for  borrowed  monies  in  excess  of  $5.0  million  (which
indebtedness  would therefore include the Credit  Facility, the LYONs, the Notes
and the  9  3/4%  Notes)  and  certain  events  of  bankruptcy,  insolvency  and
reorganization.
 
THE LYONS
 
    Also  in  June  1996, Jacor  conducted  an offering  (the  "LYONs Offering")
whereby Jacor issued and sold Senior Liquid Yield Option Notes-TM- due June  12,
2011  (the  "LYONs") in  the aggregate  principal amount  at maturity  of $259.9
million. Each LYON  had an  Issue Price  of $443.14  and a  principal amount  at
maturity of $1,000.
 
                                       50

    Each  LYON is convertible,  at the option of  the Holder, at  any time on or
prior to  maturity,  unless previously  redeemed  or otherwise  purchased,  into
Common Stock at a conversion rate of 13.412 shares per LYON. The conversion rate
will not be adjusted for accrued original issue discount, but will be subject to
adjustment  upon the  occurrence of certain  events affecting  the Common Stock.
Upon conversion,  the Holder  will  not receive  any cash  payment  representing
accrued  original issue discount;  such accrued original  issue discount will be
deemed paid by the Common Stock received by the Holder on conversion.
    The LYONs are not  redeemable by Jacor prior  to June 12, 2001.  Thereafter,
the  LYONs are redeemable for cash at any  time at the option of Jacor, in whole
or in part, at redemption prices equal to the issue price plus accrued  original
issue discount to the date of redemption.
 
    The  LYONs will be purchased by Jacor, at  the option of the Holder, on June
12, 2001  and  June 12,  2006,  for a  Purchase  Price of  $581.25  and  $762.39
(representing  issue price plus  accrued original issue  discount to each date),
respectively, representing a 5.50% yield per  annum to the Holder on such  date,
computed  on a semiannual bond equivalent basis. Jacor, at its option, may elect
to pay the purchase price on any such purchase date in cash or Common Stock,  or
any  combination  thereof.  In  addition,  as  of  35  business  days  after the
occurrence of a change  in control of  Jacor occurring on or  prior to June  12,
2001,  each LYON  will be  purchased for cash,  by Jacor,  at the  option of the
Holder, for a change  in control purchase  price equal to  the issue price  plus
accrued  original issue discount to the change  in control purchase date set for
such purchase.  The change  in control  purchase  feature of  the LYONs  may  in
certain circumstances have an antitakeover effect.
 
    Under  the Indenture for the LYONs, a "Change in Control" of Jacor is deemed
to have occurred at such time as (i) any person (as the term "person" is used in
Section  13(d)(3)  or  Section  14(d)(2)   of  the  Exchange  Act)  other   than
Zell/Chilmark,  Jacor, any subsidiary of Jacor,  or any employee benefit plan of
either Jacor or any Subsidiary of Jacor, files a Schedule 13D or 14D-1 under the
Exchange Act (or any  successor schedule, form or  report) disclosing that  such
person  has become the  beneficial owner of 50%  or more of  the Common Stock or
other capital stock  of Jacor into  which such Common  Stock is reclassified  or
changed,  with  certain  exceptions,  or (ii)  there  shall  be  consummated any
consolidation or merger of  Jacor (a) in  which Jacor is  not the continuing  or
surviving  corporation  or  (b) pursuant  to  which  the Common  Stock  would be
converted into cash, securities  or other property, in  each case, other than  a
concolidation  or  merger  of  Jacor  in  which  the  holders  of  Common  Stock
immediately prior to the consolidation or merger own, directly or indirectly, at
least a majority  of Common  Stock of  the continuing  or surviving  corporation
immediately  after the  consolidation or merger.  A Change of  Control under the
LYONs indenture constitutes an event of  default under the Credit Facility.  See
"-- Credit Facility."
 
    The Indenture for the LYONs includes various events of default customary for
such  type  of  agreement, such  as  cross  defaults on  other  indebtedness for
borrowed monies in excess of  $10.0 million (which indebtedness would  therefore
include  the Credit Facility, the Notes, the 9 3/4% Notes and the 10 1/8% Notes)
and certain events of bankruptcy, insolvency and reorganization.
 
                                       51

                                  UNDERWRITING
 
    Subject to  certain  conditions  contained in  the  Underwriting  Agreement,
Donaldson,  Lufkin & Jenrette Securities  Corporation and Merrill Lynch, Pierce,
Fenner &  Smith  Incorporated (the  "Underwriters"),  severally have  agreed  to
purchase from JCC and the Guarantors , and JCC and the Guarantors have agreed to
sell  to the Underwriters  at the public  offering price set  forth on the cover
page  of  this  Prospectus,  less  the  underwriting  discount,  the  respective
principal  amount of  Notes (together  with the  Guarantees) set  forth opposite
their names below:
 


UNDERWRITER
                                                             
Donaldson, Lufkin & Jenrette Securities Corporation...........  $102,000,000
Merrill Lynch, Pierce, Fenner & Smith
          Incorporated........................................  $68,000,000
                                                                -----------
                                                                $170,000,000
                                                                -----------
                                                                -----------

 
    The Underwriting Agreement provides that the obligations of the Underwriters
to purchase and accept delivery of the  Notes offered hereby are subject to  the
approval  of certain legal  matters by counsel and  to certain other conditions.
The nature of the  Underwriters' obligations is such  that the Underwriters  are
committed  to purchase  all of the  Notes if any  of the Notes  are purchased by
them.
 
    JCC and the  Guarantors have  agreed to indemnify  the Underwriters  against
certain  liabilities, including liabilities under the Securities Act of 1933, or
to contribute  to payments  that the  Underwriter  may be  required to  make  in
respect thereof.
 
    The  Underwriters propose to offer the Notes  to the public initially at the
price to the public set  forth on the cover page  of this Prospectus. After  the
initial public offering of the Notes, the offering price and other selling terms
may be changed by the Underwriters.
 
    The  Notes are new issues of  securities, have no established trading market
and may not  be widely  distributed. JCC has  been advised  by the  Underwriters
that,  following  the completion  of this  Offering, the  Underwriters presently
intend to  make a  market  in the  Notes as  permitted  by applicable  laws  and
regulations.  However, the Underwriters are under no obligation to do so and may
discontinue any market making activities at  any time at the sole discretion  of
the  individual Underwriters. No assurance  can be given as  to the liquidity of
any trading market for the Notes.
 
                                       52

                                    EXPERTS
 
    The  consolidated  balance   sheets  of  Jacor   Communications,  Inc.   and
Subsidiaries as of December 31, 1995 and 1994 and the consolidated statements of
operations,  shareholders' equity and cash flows for  each of the three years in
the period  ended December  31, 1995,  and the  combined balance  sheets of  the
Selected  Gannett Radio Stations as of December  31, 1995 and September 29, 1996
and the combined statements  of operations, changes  in Gannett's investment  in
radio stations and cash flows for the years ended December 25, 1994 and December
31,  1995 and the  nine month period  ended September 29,  1996, incorporated by
reference in this registration statement, have been included herein in  reliance
on the report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
 
    The  consolidated balance sheets of Citicasters  as of December 31, 1995 and
1994 and the  consolidated statements  of operations,  changes in  shareholders'
equity,  and cash flows for each of the three years in the period ended December
31, 1995 incorporated  by reference  in this registration  statement, have  been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon  (which contains an  explanatory paragraph with  respect to Citicasters'
emergence from bankruptcy and subsequent adoption of "fresh-start reporting"  as
of  December 31,  1993, as more  fully described  in Note B  to the consolidated
financial statements), included  therein and incorporated  by reference  herein.
Such consolidated financial statements are incorporated by reference in reliance
upon  such report given upon the authority of such firm as experts in accounting
and auditing.
 
    The consolidated financial statements of  Noble Broadcast Group, Inc. as  of
December  31, 1995 and December 25, 1994 and  for each of the three years in the
period ended December 31, 1995, incorporated in this Prospectus by reference  to
Jacor  Communications, Inc.'s Current Report on Form 8-K dated March 6, 1996, as
amended on May 23,  1996, have been  so incorporated in  reliance on the  report
(which  includes  an  explanatory  paragraph relating  to  Jacor's  agreement to
purchase Noble Broadcast Group, Inc. as described in Note 2 to the  consolidated
financial statements) of Price Waterhouse LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
 
                                 LEGAL MATTERS
 
    The  authorization and issuance  of the Notes offered  hereby will be passed
upon for  Jacor by  Graydon, Head  & Ritchey,  Cincinnati, Ohio.  Certain  legal
matters   in  connection  with  this  Offering  will  be  passed  upon  for  the
Underwriters  by  Skadden,  Arps,  Slate,  Meagher  &  Flom  LLP,  Los  Angeles,
California.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
    The following documents previously filed by Jacor and Citicasters (now known
as  JCC)  with the  Securities and  Exchange  Commission (the  "Commission") are
incorporated herein by reference and are made a part hereof:
 
    (a) Jacor's Annual Report  on Form 10-K for  the fiscal year ended  December
       31, 1995, as amended;
 
    (b)  Jacor's Quarterly Reports on Form 10-Q for the quarters ended March 31,
       1996, June 30, 1996, as amended, and September 30, 1996, as amended;
 
    (c) Jacor's Current Reports  on Form 8-K dated  February 14, 1996,  February
       27, 1996, March 6, 1996, as amended, March 27, 1996, as amended, July 30,
       1996,  October 3, 1996,  October 11, 1996, October  23, 1996, November 6,
       1996 and December 12, 1996;
 
    (d) Jacor's Form 8-B Registration Statement dated September 23, 1996;
 
    (e) Citicasters' Annual Report on Form 10-K for the year ended December  31,
       1995, as amended;
 
    (f) Citicasters' Quarterly Reports on Form 10-Q for the quarters ended March
       31, 1996, as amended, June 30, 1996 and September 30, 1996;
 
    (g) Citicasters' Current Report on Form 8-K dated February 14, 1996; and
 
    (h) Citicasters' Form 8-B Registration Statement dated September 23, 1996.
 
                                       53

    All documents filed by Jacor and JCC with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Prospectus
and prior to the termination of the offering of the securities made hereby shall
be  deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of  such documents. Any statement contained in  a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to  be modified  or superseded  for purposes  of this  Prospectus to  the
extent  that a  statement contained herein  (or in any  other subsequently filed
document that is or is deemed  to be incorporated by reference herein)  modifies
or  supersedes such previous statement. Any  statement so modified or superseded
shall not  be deemed  to  constitute a  part of  this  Prospectus except  as  so
modified or superseded.
 
    This  Prospectus  incorporates by  reference  certain documents  relating to
Jacor and Citicasters which are  not delivered herewith. These documents  (other
than   exhibits  to  such  documents   unless  such  exhibits  are  specifically
incorporated by reference herein)  are available, without  charge, upon oral  or
written  request  by  any person  to  whom  this Prospectus  is  delivered. Such
requests should be directed to Jacor Communications, Inc., 1300 PNC Center,  201
East  Fifth Street, Cincinnati, Ohio 45202,  Attention: Kirk Brewer, Director of
Corporate  Communications  and  Investor   Relations,  Telephone  Number   (847)
256-9282, Fax Number (847) 256-2980.
 
                             AVAILABLE INFORMATION
 
    Jacor  is subject to the informational requirements of the Exchange Act, and
accordingly files  reports,  proxy statements  and  other information  with  the
Commission.  Jacor has filed a Registration  Statement on Form S-3 together with
all amendments and exhibits thereto with the Commission under the Securities Act
with respect  to the  Offering. This  Prospectus  does not  contain all  of  the
information  set forth in the Registration Statement, certain parts of which are
omitted in accordance  with the  rules and  regulations of  the Commission.  The
Registration   Statement,  including  any  amendments,  schedules  and  exhibits
thereto, is available for inspection and copying as set forth above.  Statements
contained  in  this Prospectus  as  to the  contents  of any  contract  or other
document referred to  herein include  all material  terms of  such contracts  or
other documents but are not necessarily complete, and in each instance reference
is  made to the copy of  such contract or other document  filed as an exhibit to
the Registration Statement, each such statement being qualified in all  respects
by  such reference. Such  reports, proxy statements  and other information filed
with the  Commission are  available for  inspection and  copying at  the  public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices  located  at  Citicorp  Center, 500  West  Madison  Street,  Suite 1400,
Chicago, Illinois 60661-2511, and at 7 World Trade Center, 13th Floor, New York,
New York 10048. Copies of  such documents may also  be obtained from the  Public
Reference  Room of  the Commission at  Judiciary Plaza, 450  Fifth Street, N.W.,
Washington, D.C.  20549, at  prescribed rates.  Jacor files  its reports,  proxy
statements  and other  information with  the Commission  electronically, and the
Commission maintains a  Web site located  at http://www.sec.gov containing  such
information.  In addition,  reports and  other information  concerning Jacor are
available for inspection and copying at  the offices of The Nasdaq Stock  Market
at 1735 K Street, N.W., Washington, D.C. 20006-1506.
 
                                       54

- ----------------------------------------------
                                  ----------------------------------------------
- ----------------------------------------------
                                  ----------------------------------------------
 
    NO  DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS  OFFERING
OTHER  THAN  THOSE CONTAINED  IN THIS  PROSPECTUS,  AND IF  GIVEN OR  MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN  AUTHORIZED
BY  THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR  A SOLICITATION  OF AN  OFFER TO BUY  ANY OF  THE SECURITIES  OFFERED
HEREBY  BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR  IN WHICH  THE PERSON  MAKING SUCH  OFFER OR  SOLICITATION IS  NOT
QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.  NEITHER  THE  DELIVERY  OF  THIS  PROSPECTUS  NOR  ANY  SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE  HAS
BEEN  NO CHANGE IN THE AFFAIRS OF THE  COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS  CORRECT AS OF ANY  TIME SUBSEQUENT TO THE  DATE
HEREOF.
 
                              -------------------
 
                               TABLE OF CONTENTS
 


                                                         PAGE
                                                   
Prospectus Summary..................................           3
Risk Factors........................................           9
Transactions........................................          12
Use of Proceeds.....................................          15
Capitalization......................................          16
Business............................................          17
Description of Notes................................          23
Description of Other Indebtedness...................          48
Underwriting........................................          52
Experts.............................................          53
Legal Matters.......................................          53
Incorporation of Certain Documents By Reference.....          53
Available Information...............................          54

 
                                  $170,000,000
 
                              JACOR COMMUNICATIONS
                                    COMPANY
                                 GUARANTEED BY
 
                                     [LOGO]
 
                           9 3/4% SENIOR SUBORDINATED
                                 NOTES DUE 2006
 
                               -----------------
 
                                   PROSPECTUS
 
                               -----------------
 
                          DONALDSON, LUFKIN & JENRETTE
      SECURITIES CORPORATION
 
                              MERRILL LYNCH & CO.
 
                               DECEMBER 12, 1996
 
- ----------------------------------------------
                                  ----------------------------------------------
- ----------------------------------------------
                                  ----------------------------------------------