-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CoW+h2iIbSbogS07UoRJGoDOVc1MvI5Z0Tt89EFvauUjS4FL0Bnr3yEs0n293Mez FRHPf1tWSEfIQ2N2Kk/hwQ== 0000912057-97-018146.txt : 19970520 0000912057-97-018146.hdr.sgml : 19970520 ACCESSION NUMBER: 0000912057-97-018146 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-19291 FILED AS OF DATE: 19970515 EFFECTIVENESS DATE: 19970515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOR COMMUNICATIONS INC CENTRAL INDEX KEY: 0000702808 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 310978313 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233 FILM NUMBER: 97609916 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOR COMMUNICATIONS CO CENTRAL INDEX KEY: 0000317833 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 592054850 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-01 FILM NUMBER: 97609917 BUSINESS ADDRESS: STREET 1: 50 EAST RIVERCENTER BLVD STREET 2: 12 FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 EAST RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 FORMER COMPANY: FORMER CONFORMED NAME: CITICASTERS INC DATE OF NAME CHANGE: 19940629 FORMER COMPANY: FORMER CONFORMED NAME: GREAT AMERICAN COMMUNICATIONS CO DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FMI FINANCIAL CORP/FL DATE OF NAME CHANGE: 19871020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHOK INC CENTRAL INDEX KEY: 0001028790 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 341092716 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-02 FILM NUMBER: 97609918 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FMI PENNSYLVANIA INC CENTRAL INDEX KEY: 0001028791 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-03 FILM NUMBER: 97609919 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SY FISCHER CO AGENCY INC CENTRAL INDEX KEY: 0001028792 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-04 FILM NUMBER: 97609920 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOR BROADCASTING OF KNOXVILLE INC CENTRAL INDEX KEY: 0001028793 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311125479 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-05 FILM NUMBER: 97609921 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOR BROADCASTING OF TAMPA BAY INC CENTRAL INDEX KEY: 0001028794 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311234979 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-06 FILM NUMBER: 97609922 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOR CABLE INC CENTRAL INDEX KEY: 0001028795 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311273897 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-07 FILM NUMBER: 97609923 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEORGIA NETWORK EQUIPMENT INC CENTRAL INDEX KEY: 0001028796 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 310317907 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-08 FILM NUMBER: 97609924 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOR BROADCASTING OF SAN DIEGO INC CENTRAL INDEX KEY: 0001028797 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311440011 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-09 FILM NUMBER: 97609925 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOR BROADCASTING OF ST LOUIS INC CENTRAL INDEX KEY: 0001028798 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 431735433 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-10 FILM NUMBER: 97609926 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOR BROADCASTING OF SARASOTA INC CENTRAL INDEX KEY: 0001028799 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311468564 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-11 FILM NUMBER: 97609927 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE BROADCAST OF COLORADO INC CENTRAL INDEX KEY: 0001028802 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 330250362 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-12 FILM NUMBER: 97609928 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE BROADCAST OF SAN DIEGO INC CENTRAL INDEX KEY: 0001028803 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 953230874 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-13 FILM NUMBER: 97609929 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE BROADCAST OF ST LOUIS INC CENTRAL INDEX KEY: 0001028804 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 330294761 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-14 FILM NUMBER: 97609930 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE BROADCAST OF TOLEDO INC CENTRAL INDEX KEY: 0001028805 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 300200806 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-15 FILM NUMBER: 97609931 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOVA MARKETING GROUP INC CENTRAL INDEX KEY: 0001028806 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 330578898 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-16 FILM NUMBER: 97609932 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE BROADCAST LICENSES INC CENTRAL INDEX KEY: 0001028807 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 341794221 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-17 FILM NUMBER: 97609933 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE BROADCAST HOLDINGS INC CENTRAL INDEX KEY: 0001028808 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 330492627 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-18 FILM NUMBER: 97609934 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPORTS RADIO BROADCASTING INC CENTRAL INDEX KEY: 0001028809 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 330525378 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-19 FILM NUMBER: 97609935 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPORTS RADIO INC CENTRAL INDEX KEY: 0001028810 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 954350343 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-20 FILM NUMBER: 97609936 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE BROADCAST CENTER INC CENTRAL INDEX KEY: 0001028811 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 330189045 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-21 FILM NUMBER: 97609937 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITICASTERS CO CENTRAL INDEX KEY: 0001028812 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311081002 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-22 FILM NUMBER: 97609938 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GACC-N26LB INC CENTRAL INDEX KEY: 0001028813 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311231527 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-23 FILM NUMBER: 97609939 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GACC-340 INC CENTRAL INDEX KEY: 0001028814 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311251968 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-24 FILM NUMBER: 97609940 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINE GUARANTORS INC CENTRAL INDEX KEY: 0001028815 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 952677644 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-25 FILM NUMBER: 97609941 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT AMERICAN TELEVISION PRODUCTIONS INC CENTRAL INDEX KEY: 0001028816 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311019819 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-26 FILM NUMBER: 97609942 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINE GUARANTORS II INC CENTRAL INDEX KEY: 0001028817 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 952960196 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-27 FILM NUMBER: 97609943 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT AMERICAN MERCHANDISING GROUP INC CENTRAL INDEX KEY: 0001028818 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 132658721 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-28 FILM NUMBER: 97609944 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAFT TCI SATELLITE SERVICES INC CENTRAL INDEX KEY: 0001028820 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 840863016 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-29 FILM NUMBER: 97609945 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROADCAST FINANCE INC CENTRAL INDEX KEY: 0001028821 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311390698 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-30 FILM NUMBER: 97609946 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOR BROADCASTING OF FLORIDA INC CENTRAL INDEX KEY: 0001028822 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311102108 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-31 FILM NUMBER: 97609947 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOR BROADCASTING OF ATLANTA INC CENTRAL INDEX KEY: 0001028823 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311133504 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-32 FILM NUMBER: 97609948 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOR BROADCASTING OF COLORADO INC CENTRAL INDEX KEY: 0001028824 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311212116 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-33 FILM NUMBER: 97609949 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOR BROADCASTING CORP CENTRAL INDEX KEY: 0001028826 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311363232 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-34 FILM NUMBER: 97609950 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINE GUARANTORS II LTD CENTRAL INDEX KEY: 0001028827 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-35 FILM NUMBER: 97609951 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINE MOVIL SA DE CV CENTRAL INDEX KEY: 0001028828 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-36 FILM NUMBER: 97609952 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINE MOBILE SYSTEMS INTL NV CENTRAL INDEX KEY: 0001028829 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-37 FILM NUMBER: 97609953 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INMOBILIARIA RADIAL SA DE CV CENTRAL INDEX KEY: 0001028830 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-38 FILM NUMBER: 97609954 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBRO SC CENTRAL INDEX KEY: 0001028831 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-39 FILM NUMBER: 97609955 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VTTV PRODUCTIONS CENTRAL INDEX KEY: 0001028832 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 310924795 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-40 FILM NUMBER: 97609956 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOCATION PRODUCTIONS II INC CENTRAL INDEX KEY: 0001028833 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 952945537 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-41 FILM NUMBER: 97609957 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOCATION PRODUCTIONS INC CENTRAL INDEX KEY: 0001028834 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 952556702 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-42 FILM NUMBER: 97609958 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINE FILMS INC CENTRAL INDEX KEY: 0001028835 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 952945526 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-43 FILM NUMBER: 97609959 BUSINESS ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE BROADCAST GROUP INC /OH/ CENTRAL INDEX KEY: 0001028838 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 330215206 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-44 FILM NUMBER: 97609960 BUSINESS ADDRESS: STREET 1: 1300 PNC CTR STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136211300 MAIL ADDRESS: STREET 1: 1300 PNC CENTER STREET 2: 201 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT BROADCASTING OF CHARLESTON INC CENTRAL INDEX KEY: 0001035296 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 571030503 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-45 FILM NUMBER: 97609961 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FL CITY: COVINGTON STATE: KY ZIP: 41011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT BROADCASTING OF KANSAS CITY INC CENTRAL INDEX KEY: 0001035297 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 571030503 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-46 FILM NUMBER: 97609962 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FL CITY: COVINGTON STATE: KY ZIP: 41011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT BROADCASTING OF LAS VEGAS INC CENTRAL INDEX KEY: 0001035299 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 571030503 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-47 FILM NUMBER: 97609963 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FL CITY: COVINGTON STATE: KY ZIP: 41011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT BROADCASTING OF LAS VEGAS II INC CENTRAL INDEX KEY: 0001035300 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 571030503 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-48 FILM NUMBER: 97609964 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FL CITY: COVINGTON STATE: KY ZIP: 41011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT BROADCASTING OF LOUISVILLE INC CENTRAL INDEX KEY: 0001035301 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 571030503 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-49 FILM NUMBER: 97609965 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FL CITY: COVINGTON STATE: KY ZIP: 41011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT BROADCASTING OF LOUISVILLE II INC CENTRAL INDEX KEY: 0001035306 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311506626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-50 FILM NUMBER: 97609966 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FL CITY: COVINGTON STATE: KY ZIP: 41011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT BROADCASTING OF SALT LAKE CITY INC CENTRAL INDEX KEY: 0001035311 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 870546502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-51 FILM NUMBER: 97609967 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FL CITY: COVINGTON STATE: KY ZIP: 41011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT BROADCASTING OF SALT LAKE CITY II INC CENTRAL INDEX KEY: 0001035314 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311506618 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-52 FILM NUMBER: 97609968 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FL CITY: COVINGTON STATE: KY ZIP: 41011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT LICENSEE OF CHARLESTON INC CENTRAL INDEX KEY: 0001035317 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 571031405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-53 FILM NUMBER: 97609969 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FL CITY: COVINGTON STATE: KY ZIP: 41011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT LICENSEE OF KANSAS CITY INC CENTRAL INDEX KEY: 0001035324 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 431724459 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-54 FILM NUMBER: 97609970 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FL CITY: COVINGTON STATE: KY ZIP: 41011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT LICENSEE OF LAS VEGAS INC CENTRAL INDEX KEY: 0001035325 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 880345737 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-55 FILM NUMBER: 97609971 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FL CITY: COVINGTON STATE: KY ZIP: 41011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT LICENSEE OF LAS VEGAS II INC CENTRAL INDEX KEY: 0001035327 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 880345737 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-56 FILM NUMBER: 97609972 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FL CITY: COVINGTON STATE: KY ZIP: 41011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT LICENSEE OF LOUISVILLE INC CENTRAL INDEX KEY: 0001035329 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 611289758 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-57 FILM NUMBER: 97609973 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FL CITY: COVINGTON STATE: KY ZIP: 41011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT LICENSEE OF LOUISVILLE II INC CENTRAL INDEX KEY: 0001035330 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311506609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-58 FILM NUMBER: 97609974 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FL CITY: COVINGTON STATE: KY ZIP: 41011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT LICENSEE OF SALT LAKE CITY INC CENTRAL INDEX KEY: 0001035331 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 870546823 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-59 FILM NUMBER: 97609975 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FL CITY: COVINGTON STATE: KY ZIP: 41011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT LICENSEE OF SALT LAKE CITY II INC CENTRAL INDEX KEY: 0001035333 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311506621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-60 FILM NUMBER: 97609976 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FL CITY: COVINGTON STATE: KY ZIP: 41011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EFM PROGRAMMING INC CENTRAL INDEX KEY: 0001036221 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 311511358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-27233-61 FILM NUMBER: 97609977 BUSINESS ADDRESS: STREET 1: 50 EAST RIVERCENTER BOULEVARD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 EAST RIVERCENTER BOULEVARD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 S-3MEF 1 S-3MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1997 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- JACOR COMMUNICATIONS, INC. JACOR COMMUNICATIONS COMPANY (Exact name of registrant as specified (Exact name of registrant as specified in its charter) in its charter)
DELAWARE 31-0978313 FLORIDA 59-2054850 (STATE OR OTHER (I.R.S. EMPLOYER (STATE OR OTHER (I.R.S. EMPLOYER JURISDICTION OF IDENTIFICATION JURISDICTION OF IDENTIFICATION INCORPORATION OR NO.) INCORPORATION OR NO.) ORGANIZATION) ORGANIZATION)
JACOR BROADCASTING CORPORATION OHIO 31-1363232 BROADCAST FINANCE, INC. OHIO 31-1390698 JACOR BROADCASTING OF FLORIDA, INC. FLORIDA 31-1102108 JACOR BROADCASTING OF ATLANTA, INC. GEORGIA 31-1133504 JACOR BROADCASTING OF COLORADO, INC. COLORADO 31-1212116 JACOR BROADCASTING OF KNOXVILLE, INC. DELAWARE 31-1125479 JACOR BROADCASTING OF TAMPA BAY, INC. FLORIDA 31-1234979 JACOR CABLE, INC. KENTUCKY 31-1273897 GEORGIA NETWORK EQUIPMENT, INC. GEORGIA 31-0317907 JACOR BROADCASTING OF SAN DIEGO, INC. DELAWARE 31-1440011 JACOR BROADCASTING OF ST. LOUIS, INC. MISSOURI 43-1735433 JACOR BROADCASTING OF SARASOTA, INC. FLORIDA 31-1468564 INMOBILIARIA RADIAL, S.A. DE C.V. MEXICO NOT APPLICABLE NOBLE BROADCAST GROUP, INC. DELAWARE 33-0215206 NOBLE BROADCAST OF COLORADO, INC. CALIFORNIA 33-0250362 NOBLE BROADCAST OF SAN DIEGO, INC. CALIFORNIA 95-3230874 NOBLE BROADCAST OF ST. LOUIS, INC. DELAWARE 33-0294761 NOBLE BROADCAST OF TOLEDO, INC. CALIFORNIA 30-0200806 NOVA MARKETING GROUP, INC. CALIFORNIA 33-0578898 NOBLE BROADCAST LICENSES, INC. CALIFORNIA 34-1794221 NOBLE BROADCAST HOLDINGS, INC. DELAWARE 33-0492627 SPORTS RADIO BROADCASTING, INC. CALIFORNIA 33-0525378 NOBRO, S.C. MEXICO NOT APPLICABLE SPORTS RADIO, INC. CALIFORNIA 95-4350343 NOBLE BROADCAST CENTER, INC. CALIFORNIA 33-0189045 CITICASTERS CO. OHIO 31-1081002 GACC-N26LB, INC. DELAWARE 31-1231527 GACC-340, INC. DELAWARE 31-1251968 CINE GUARANTORS, INC. CALIFORNIA 95-2677644 GREAT AMERICAN TELEVISION PRODUCTIONS, INC. CALIFORNIA 31-1019819 CINE GUARANTORS II, INC. CALIFORNIA 95-2960196 GREAT AMERICAN MERCHANDISING GROUP, INC. NEW YORK 13-2658721 TAFT-TCI SATELLITE SERVICES, INC. COLORADO 84-0863016 CINE FILMS, INC. CALIFORNIA 95-2945526 THE SY FISCHER COMPANY AGENCY, INC. CALIFORNIA 95-2792659 LOCATION PRODUCTIONS, INC. CALIFORNIA 95-2556702 LOCATION PRODUCTIONS II, INC. CALIFORNIA 95-2945537 VTTV PRODUCTIONS CALIFORNIA 31-0924795 F.M.I. PENNSYLVANIA, INC. PENNSYLVANIA 59-1648738 WHOK, INC. OHIO 34-1092716 CINE MOBILE SYSTEMS INT'L. N.V. ANTILLE NOT APPLICABLE CINE MOVIL S.A. DE C.V. MEXICO NOT APPLICABLE CINE GUARANTORS II, LTD. CANADA NOT APPLICABLE REGENT BROADCASTING OF CHARLESTON, INC. DELAWARE 57-1030503 REGENT BROADCASTING OF KANSAS CITY, INC. DELAWARE 43-1722735 (Registrants continued on next page)
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Registrants continued from previous page) REGENT BROADCASTING OF LAS VEGAS, INC. DELAWARE 61-1263208 REGENT BROADCASTING OF LAS VEGAS II, INC. DELAWARE 31-1506631 REGENT BROADCASTING OF LOUISVILLE, INC. DELAWARE 61-1257881 REGENT BROADCASTING OF LOUISVILLE II, INC. DELAWARE 31-1506626 REGENT BROADCASTING OF SALT LAKE CITY, INC. DELAWARE 87-0546502 REGENT BROADCASTING OF SALT LAKE CITY II, INC. DELAWARE 31-1506618 REGENT LICENSEE OF CHARLESTON, INC. DELAWARE 57-1031405 REGENT LICENSEE OF KANSAS CITY, INC. DELAWARE 43-1724459 REGENT LICENSEE OF LAS VEGAS, INC. DELAWARE 88-0345737 REGENT LICENSEE OF LAS VEGAS II, INC. DELAWARE 31-1506613 REGENT LICENSEE OF LOUISVILLE, INC. DELAWARE 61-1289758 REGENT LICENSEE OF LOUISVILLE II, INC. DELAWARE 31-1506609 REGENT LICENSEE OF SALT LAKE CITY, INC. DELAWARE 87-0546823 REGENT LICENSEE OF SALT LAKE CITY II, INC. DELAWARE 31-1506621 EFM PROGRAMMING, INC. DELAWARE 31-1511358
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS INCORPORATION OR IDENTIFICATION CHARTER) ORGANIZATION) NUMBER) - ------------------------------------------------------- ------------------------ ------------------
50 EAST RIVERCENTER BOULEVARD 12TH FLOOR COVINGTON, KENTUCKY 41011 (606) 655-2267 (Address, including zip code, and telephone number, including area code, of registrants' principal executive offices) -------------------------- R. CHRISTOPHER WEBER JACOR COMMUNICATIONS, INC. 50 EAST RIVERCENTER BOULEVARD 12TH FLOOR COVINGTON, KENTUCKY 41011 (606) 655-2267 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------------- Copies of Communications to: RICHARD G. SCHMALZL, ESQ. GREGG A. NOEL, DOUGLAS D. ROBERTS, ESQ. ESQ. GRAYDON, HEAD & RITCHEY SKADDEN, ARPS, 1900 FIFTH THIRD CENTER SLATE, MEAGHER & CINCINNATI, OHIO 45202 FLOM LLP (513) 621-6464 300 SOUTH GRAND (513) 651-3836 (FAX) AVENUE, SUITE 3400 LOS ANGELES, CALIFORNIA 90071 (213) 687-5000 (213) 687-5600 (FAX)
-------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ File No. 333-19291 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / -------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM AGGREGATE TITLE OF EACH CLASS OF AMOUNT TO OFFERING AMOUNT OF SECURITIES TO BE REGISTERED BE REGISTERED PRICE(1)(2) REGISTRATION FEE Debt Securities of Jacor Communications Company Convertible Debt Securities of Jacor Communications Company Preferred Stock of Jacor Communications, Inc. Convertible Preferred Stock of Jacor Communications, Inc. Depositary Shares of Jacor Communications, Inc. Convertible Debt Securities of Jacor Communications, Inc. Common Stock of Jacor Communications, Inc. Guarantees of Jacor Communications Company Debt Securities and Convertible Debt Securities by Jacor Communications, Inc. and Subsidiary Guarantors Total (1) $50,000,000 $15,151.52
(1) Not specified as to each class of securities to be registered hereunder pursuant to General Instruction II.D. of Form S-3. (2) Estimated solely for purposes of calculating the registration fee, which is calculated in accordance with Rule 457(o) under the Securities Act of 1933. -------------------------- THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Registrants hereby incorporate by reference into this Registration Statement on Form S-3 in its entirety the Omnibus Shelf Registration Statement on Form S-3 (File No. 333-19291), as amended and supplemented, declared effective on April 21, 1997 by the Securities and Exchange Commission (the "Omnibus Shelf Registration Statement"). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. JACOR COMMUNICATIONS, INC. By /s/ R. CHRISTOPHER WEBER ------------------------------------------ R. Christopher Weber SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND ASSISTANT SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS /s/ R. CHRISTOPHER WEBER - -------------------------------------- -------------------------------------- Randy Michaels R. Christopher Weber CHIEF EXECUTIVE OFFICER AND DIRECTOR SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND ASSISTANT SECRETARY /s/ ROBERT L. LAWRENCE /s/ ROD F. DAMMEYER - -------------------------------------- -------------------------------------- Robert L. Lawrence Rod F. Dammeyer PRESIDENT, CHIEF OPERATING OFFICER AND DIRECTOR DIRECTOR /s/ SHELI Z. ROSENBERG /s/ F. PHILIP HANDY - -------------------------------------- -------------------------------------- Sheli Z. Rosenberg F. Philip Handy VICE CHAIRMAN AND DIRECTOR DIRECTOR /s/ JOHN W. ALEXANDER /s/ MARC LASRY - -------------------------------------- -------------------------------------- John W. Alexander Marc Lasry DIRECTOR DIRECTOR /s/ PETER C.B. BYNOE /s/ MAGGIE WILDEROTTER - -------------------------------------- -------------------------------------- Peter C.B. Bynoe Maggie Wilderotter DIRECTOR DIRECTOR /s/ SAMUEL ZELL - -------------------------------------- Samuel Zell CHAIRMAN OF THE BOARD AND DIRECTOR II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. JACOR COMMUNICATIONS COMPANY By /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND ASSISTANT SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ R. CHRISTOPHER WEBER* - -------------------------------------- -------------------------------------- Randy Michaels R. Christopher Weber PRESIDENT SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND DIRECTOR *By: /s/ JON M. BERRY /s/ JON M. BERRY ------------------------------ ------------------------------------------- Jon M. Berry Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT DIRECTOR TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. GREAT AMERICAN MERCHANDISING GROUP, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. CINE GUARANTORS II, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. GREAT AMERICAN TELEVISION PRODUCTIONS, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. CINE GUARANTORS, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. GACC-340, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. GACC-N26LB, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. CITICASTERS CO. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR /s/ R. CHRISTOPHER WEBER* - -------------------------------------- R. Christopher Weber DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. SPORTS RADIO BROADCASTING, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. NOBRO, S.C. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ R. CHRISTOPHER WEBER* - -------------------------------------- -------------------------------------- Randy Michaels R. Christopher Weber PRESIDENT AND DIRECTOR TREASURER AND DIRECTOR /s/ JON M. BERRY - -------------------------------------- Jon M. Berry DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. SPORTS RADIO, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. NOBLE BROADCAST CENTER, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-13 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. JACOR BROADCASTING CORPORATION By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR /s/ R. CHRISTOPHER WEBER* - -------------------------------------- R. Christopher Weber DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. BROADCAST FINANCE, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR /s/ R. CHRISTOPHER WEBER* - -------------------------------------- R. Christopher Weber DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-15 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. JACOR BROADCASTING OF FLORIDA, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT AND DIRECTOR TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-16 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, The Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. JACOR BROADCASTING OF ATLANTA, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-17 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. JACOR BROADCASTING OF COLORADO, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-18 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. JACOR BROADCASTING OF KNOXVILLE, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-19 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. JACOR BROADCASTING OF TAMPA BAY, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, The Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. GEORGIA NETWORK EQUIPMENT, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-21 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. JACOR CABLE, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-22 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. JACOR BROADCASTING OF SAN DIEGO, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR /s/ R. CHRISTOPHER WEBER* - -------------------------------------- R. Christopher Weber DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-23 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. JACOR BROADCASTING OF ST. LOUIS, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR /s/ R. CHRISTOPHER WEBER* - -------------------------------------- R. Christopher Weber DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-24 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. JACOR BROADCASTING OF SARASOTA, INC. By: /s/ Jon M. Berry ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER /s/ R. CHRISTOPHER WEBER* - -------------------------------------- R. Christopher Weber DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-25 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. F.M.I. PENNSYLVANIA, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-26 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. INMOBILIARIA RADIAL, S.A. DE C.V. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ R. CHRISTOPHER WEBER* - -------------------------------------- -------------------------------------- Randy Michaels R. Christopher Weber PRESIDENT AND DIRECTOR TREASURER AND DIRECTOR /s/ JON M. BERRY - -------------------------------------- Jon M. Berry DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-27 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. NOBLE BROADCAST GROUP, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-28 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. NOBLE BROADCAST OF COLORADO, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-29 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. NOBLE BROADCAST OF SAN DIEGO, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-30 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. NOBLE BROADCAST OF ST. LOUIS, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-31 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. NOBLE BROADCAST OF TOLEDO, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-32 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. NOVA MARKETING GROUP, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-33 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. NOBLE BROADCAST LICENSES, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-34 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. NOBLE BROADCAST HOLDINGS, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-35 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. CINE GUARANTORS II, LTD. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-36 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. THE SY FISCHER COMPANY AGENCY, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-37 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. CINE MOVIL S.A. DE C.V. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-38 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. CINE MOBILE SYSTEMS INT'L. N.V. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-39 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. WHOK, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR /s/ R. CHRISTOPHER WEBER* - -------------------------------------- R. Christopher Weber DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-40 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. VTTV PRODUCTIONS By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-41 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. LOCATION PRODUCTIONS II, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-42 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. LOCATION PRODUCTIONS, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-43 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. CINE FILMS, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-44 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. TAFT-TCI SATELLITE SERVICES, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-45 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. REGENT BROADCASTING OF CHARLESTON, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-46 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. REGENT BROADCASTING OF KANSAS CITY, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-47 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. REGENT BROADCASTING OF LAS VEGAS, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-48 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. REGENT BROADCASTING OF LAS VEGAS II, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-49 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. REGENT BROADCASTING OF LOUISVILLE, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-50 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. REGENT BROADCASTING OF LOUISVILLE II, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-51 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. REGENT BROADCASTING OF SALT LAKE CITY, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-52 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. REGENT BROADCASTING OF SALT LAKE CITY II, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-53 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. REGENT LICENSEE OF CHARLESTON, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-54 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. REGENT LICENSEE OF KANSAS CITY, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-55 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. REGENT LICENSEE OF LAS VEGAS, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-56 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. REGENT LICENSEE OF LAS VEGAS II, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-57 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. REGENT LICENSEE OF LOUISVILLE, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-58 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. REGENT LICENSEE OF LOUISVILLE II, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-59 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. REGENT LICENSEE OF SALT LAKE CITY, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-60 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. REGENT LICENSEE OF SALT LAKE CITY II, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-61 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 15th day of May, 1997. EFM PROGRAMMING, INC. By: /s/ JON M. BERRY ------------------------------------------ Jon M. Berry SENIOR VICE PRESIDENT, TREASURER AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on May 15, 1997 by the following persons in the capacities indicated. Principal Executive Officer: Principal Financial and Accounting Officer: /s/ RANDY MICHAELS* /s/ JON M. BERRY - -------------------------------------- -------------------------------------- Randy Michaels Jon M. Berry PRESIDENT TREASURER AND DIRECTOR *By: /s/ JON M. BERRY ---------------------------------------- Jon M. Berry AS ATTORNEY-IN-FACT, PURSUANT TO A POWER OF ATTORNEY PREVIOUSLY FILED. II-62 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ---------- --------------------------------------------------------------------------------------------------------- 5.1 Opinion of Graydon, Head & Ritchey. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Ernst & Young LLP. 23.3 Consent of Graydon, Head & Ritchey (included in opinion of counsel filed as Exhibit 5.1). 24.1 Powers of Attorney of directors and officers signing this Registration Statement are part of the Signature Pages to the Omnibus Shelf Registration Statement.
EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 [GRAYDON, HEAD & RITCHEY LETTERHEAD] May 15, 1997 Jacor Communications, Inc,. 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 Re: Registration on Abbreviated Registration Statement on Form S-3 of $50,000,000 of Securities of Jacor Communications, Inc., Jacor Communications Company, and the Subsidiary Guarantors Ladies and Gentlemen: We have acted as counsel to Jacor Communications, Inc., a Delaware corporation ("Jacor"), Jacor Communications Company, a Florida corporation and wholly-owned subsidiary of Jacor ("JCC"), and certain Jacor and JCC direct and indirect subsidiaries (the "Subsidiary Guarantors"), in connection with the authorization of the possible issuance and sale from time to time by Jacor or JCC of an additional $50,000,000 of (i) certain convertible debt securities of Jacor (the "Jacor Convertible Debt Securities"), (ii) shares of Jacor's preferred stock, par value $.01 per share (the "Jacor Preferred Stock"), (iii) shares of convertible Jacor Preferred Stock (the "Jacor Convertible Preferred Stock"), (iv) shares of Jacor Preferred Stock issued in the form of depositary shares evidenced by depositary receipts (the "Jacor Depositary Shares"), (v) shares of Jacor's common stock, par value $.01 par share (the "Jacor Common Stock"), (vi) certain debt securities of JCC (the "JCC Debt Securities"), (vii) certain convertible JCC Debt Securities (the "JCC Convertible Debt Securities"), and (viii) certain guarantees by Jacor and the Subsidiary Guarantors of the JCC Debt Securities and the JCC Convertible Debt Securities and by JCC and the Subsidiary Guarantors of the Jacor Convertible Debt Securities (collectively, the "Guarantees"), in each case as contemplated by Jacor's, JCC's and the Subsidiary Guarantors' Abbreviated Registration Statement on Form S-3 and any amendments thereto filed with the Securities and Exchange Commission (the "Registration Statement"). The Jacor Convertible Debt Securities, Jacor Preferred Stock, Jacor Convertible Preferred Stock, Jacor Depositary Shares, Jacor Common Stock, JCC Debt Securities, JCC Convertible Debt Securities, and Guarantees are collectively referred to herein as the "Securities." Except as otherwise defined herein, capitalized terms that are defined in the Registration Statement are used herein as so defined. As counsel for Jacor, JCC, and the Subsidiary Guarantors, we have examined such documents, records, and matters of law as we have deemed necessary for purposes of this opinion. Based on such examination and on the assumptions set forth below, we are of the opinion that: 1. The Jacor Convertible Debt Securities, JCC Debt Securities, and JCC Convertible Debt Securities, when (a) duly executed by Jacor or JCC, as applicable, and authenticated by the applicable Trustee in accordance with the provisions of the applicable Indenture and issued and sold in accordance with the Registration Statement and (b) delivered to the purchaser or purchasers thereof upon receipt by Jacor or JCC, as applicable, of such lawful consideration therefor as Jacor's or JCC's Board of Directors, as applicable (or a duly authorized committee thereof or a duly authorized officer of Jacor or JCC, as applicable), may determine, will be valid and binding obligations of Jacor or JCC, as applicable, enforceable against Jacor or JCC, as applicable, in accordance with their terms and entitled to the benefits of the applicable Indenture, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except to the extent that a waiver of rights under any usury laws may be unenforceable. 2. The Jacor Common Stock, when (a) issued and sold in accordance with the Registration Statement and (b) delivered to the purchaser or purchasers thereof upon receipt by Jacor of such lawful consideration therefor as Jacor's Board of Directors (or a duly authorized committee thereof or a duly authorized officer of Jacor) may determine, assuming that Jacor at such time has authorized, but unissued shares of Jacor Common Stock remaining under its Certificate of Incorporation, will be validly issued, fully paid, and nonassessable. 3. The Jacor Preferred Stock and Jacor Convertible Preferred Stock, when (a) issued and sold in accordance with the Registration Statement and the provisions of an applicable Certificate of Designation that has been duly adopted by the Board of Directors of Jacor and duly filed in accordance with Delaware law and (b) delivered to the purchaser or purchasers thereof upon receipt by Jacor of such lawful consideration therefor as Jacor's Board of Directors (or a duly authorized committee thereof or a duly authorized officer of Jacor) may determine, will be validly issued, fully paid, and nonassessable. 4. The Jacor Depositary Shares, when (a) the terms of the Jacor Depositary Shares and of their issuance and sale have been duly established in conformity with the deposit agreement relating to such Jacor Depositary Shares so as not to violate any applicable law or result in a default under or breach of any agreement or instrument then binding upon Jacor, (b) the Jacor Preferred Stock which is represented by Jacor Depositary Shares is validly issued and delivered (as contemplated above) to the depositary, (c) the depositary receipts evidencing the Jacor Depositary Shares are duly issued against the deposit of the Jacor Preferred Stock in accordance with the deposit agreement, and (d) the Jacor Depositary Shares are issued in the manner and for the consideration contemplated by the Registration Statement, the Prospectus contained therein, and the applicable Prospectus Supplement, the Jacor Depositary Shares will be validly issued. 5. The Guarantees, when (a) the terms thereof have been duly established in accordance with applicable law, (b) the Jacor Convertible Debt Securities, JCC Debt Securities, and JCC Convertible Debt Securities to which the Guarantees relate have been duly executed, authenticated, and delivered and the purchase price therefor has been received by Jacor or JCC, as applicable, and (c) the consideration, if any, separately payable for the Guarantees has been received, will constitute valid and legally binding obligations of Jacor, JCC and/or the Subsidiary Guarantors, as applicable, enforceable against Jacor, JCC and/or the Subsidiary Guarantors, as applicable, in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except to the extent that a waiver of rights under any usury laws may be unenforceable. In rendering the foregoing opinions, we have assumed that (i) the definitive terms of each class and series of the Securities not presently provided for in the applicable Indenture or Jacor's Certificate of Incorporation or JCC's Articles of Incorporation, as applicable, will have been established in accordance with all applicable provisions of law, the applicable Indenture, Jacor's Certificate of Incorporation and By-Laws or JCC's Articles of Incorporation and Bylaws, as applicable, and the authorizing resolutions of Jacor's or JCC's Board of Directors, as applicable, and reflected in appropriate documentation approved by us and, if applicable, duly executed and delivered by Jacor or JCC, as applicable, and any other appropriate party, (ii) the interest rate on the Jacor Convertible Debt Securities, JCC Debt Securities or JCC Convertible Debt Securities will not be higher than the maximum lawful rate permitted from time to time under applicable law, (iii) any Securities consisting of Jacor Common Stock or Jacor Preferred Stock, and any Jacor Common Stock or Jacor Preferred Stock for or into which any other Securities are exercisable, exchangeable, or convertible, will have been duly authorized and reserved for issuance, (iv) the deposit agreement relating to the Depositary Shares will have been duly authorized, executed, and delivered by, and will constitute a valid and binding obligation of, each party thereto, (v) the instruments relating to the Guarantees will have been duly authorized, executed, and delivered by, and will constitute a valid and binding obligation of, each party thereto, (vi) the Registration Statement, and any amendments thereto, will have become effective, (vii) a Prospectus Supplement describing each class or series of Securities offered pursuant to the Registration Statement will have been filed with the Commission, (viii) the resolutions authorizing Jacor, JCC, and the Subsidiary Guarantors to register, offer, sell, and issue the Securities will remain in effect and unchanged at all times during which the Securities are offered, sold, or issued by Jacor, JCC, and the Subsidiary Guarantors, and (ix) all Securities will be issued in compliance with applicable federal and state securities laws. In rendering the foregoing opinions, we have relied as to certain factual matters upon certificates of officers of Jacor, JCC, and the Subsidiary Guarantors, and we have not independently checked or verified the accuracy of the statements contained therein. In rendering the foregoing opinions, our examination of matters of law has been limited to the laws of the State of Ohio, the General Corporation Law of the State of Delaware, and the federal laws of the United States of America, as in effect on the date hereof. We understand that prior to offering for sale any Securities you will advise us in writing of the terms of such offering and of such Securities, will afford us an opportunity to review the operative documents (including the applicable Prospectus Supplement) pursuant to which the Securities are to be offered, sold, and issued, and will file as an exhibit to the Registration Statement such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate by reason of the terms of such Securities or any changes in Jacor's, JCC's, or the Subsidiary Guarantors' capital structure or other pertinent circumstances. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and amendments thereto and to the reference to us in the Prospectus under the caption "Validity of Securities" and in the Prospectus Supplement under the caption "Legal Matters." Very truly yours, GRAYDON, HEAD & RITCHEY By: /s/ RICHARD G. SCHMALZL ------------------------------------------------------------------------------ Richard G. Schmalzl EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Prospectus Supplements dated May 15, 1997 to the prospectus contained in the registration statement on Form S-3 (File No. 333-19291) and the Abbreviated Registration Statement on Form S-3 of our report dated February 27, 1997 on our audits of the consolidated financial statements of Jacor Communications, Inc. as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996, which report is included in Jacor Communications, Inc.'s Annual Report on Form 10-K, and of our report dated February 28, 1997, on our audits of the combined financial statements of EFM Media Management, Inc., EFM Publishing, Inc., and PAM Media, Inc. as of December 31, 1995 and 1996 and for each of the three years in the period ended December 31, 1996, which report is included in Jacor Communications, Inc.'s Current Report on Form 8-K dated March 21, 1997, as amended on March 26, 1997. We also consent to the reference to our firm under the caption "Experts." Coopers & Lybrand L.L.P. Cincinnati, Ohio May 15, 1997 EX-23.2 4 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement (Form S-3) of Jacor Communications, Inc., filed pursuant to Rule 462(b) and which incorporates the previously effective Registration Statement (Form S-3 No. 333-19291) and the Prospectus Supplement dated May 15, 1997 of Jacor Communications, Inc., of our report dated February 21, 1997, with respect to the consolidated financial statements of Premiere Radio Networks, Inc. included in Jacor Communications, Inc.'s Current Report on Form 8-K(A) dated April 7, 1997. Ernst & Young LLP Los Angeles, California May 14, 1997 -----END PRIVACY-ENHANCED MESSAGE-----