CITICASTERS INC, S-3MEF, 1996-12-13

CITICASTERS INC
S-3MEF, 1996-12-13
TELEVISION BROADCASTING STATIONS

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 13, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

--------------------------

JACOR COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
FLORIDA 59-2054850
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF AND ITS IDENTIFICATION
INCORPORATION OR ORGANIZATION) GUARANTORS NUMBER)
JACOR COMMUNICATIONS, INC. DELAWARE 31-0978313
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 LEXINGTON, INC. KENTUCKY 31-1466604
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
JACOR BROADCASTING OF IDAHO, INC. DELAWARE PENDING
INMOBILIARIA RADIAL, S.A. DE C.V. MEXICO NOT APPLICABLE
JACOR BROADCASTING OF IOWA, INC. DELAWARE PENDING
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

(STATE OR OTHER
JURISDICTION OF (I.R.S. EMPLOYER
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS INCORPORATION OR IDENTIFICATION
CHARTER) ORGANIZATION) NUMBER)
- ------------------------------------------------------- ------------------------ ------------------
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1300 PNC CENTER
201 EAST FIFTH STREET
CINCINNATI, OHIO 45202
(513) 621-1300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)

--------------------------

R. CHRISTOPHER WEBER
JACOR COMMUNICATIONS, INC.
1300 PNC CENTER
201 EAST FIFTH STREET
CINCINNATI, OHIO 45202
(513) 621-1300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

--------------------------

COPIES OF COMMUNICATIONS TO:

<TABLE>
<S> <C>
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
AVENUE, SUITE
3400
LOS ANGELES,
CALIFORNIA 90071
(213) 687-5000
</TABLE>

--------------------------

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. 333-16469

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. / /

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

--------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER SECURITY(1) PRICE(1) FEE(1)(2)
<S> <C> <C> <C> <C>
9 3/4% Senior Subordinated Notes
due 2006........................ $20,000,000 100% $20,000,000 $6,060.61
Guarantees of Jacor
Communications, Inc. and
Subsidiaries (3)................ * * * *
</TABLE>

(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act.

(2) Amount calculated pursuant to Section 6(b) under the Securities Act.

(3) Registered herewith is Jacor Communications, Inc.'s and Subsidiaries'
Guarantees of the 9 3/4% Senior Subordinated Notes for which no additional
consideration will be received. Accordingly, pursuant to Rule 457 (o), under
the Securities Act, which permits the registration fee to be calculated on
the basis of the maximum offering price of all securities registered, no
additional fee is included for the registration of such Guarantees.

--------------------------

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.

The Registrants hereby incorporate by reference into this Registration
Statement on Form S-3 in its entirety the Registration Statement on Form S-3
(File No. 333-16469), as amended, declared effective on December 12, 1996 by the
Securities and Exchange Commission.
<PAGE>
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 CINCINNATI, STATE OF OHIO, ON THIS 12TH DAY OF
DECEMBER, 1996.

JACOR COMMUNICATIONS, INC.

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 DECEMBER 12, 1996 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 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
BOARD CHAIR AND DIRECTOR DIRECTOR

/s/ John W. Alexander* /s/ Marc Lasry*
- -------------------------------------- --------------------------------------
John W. Alexander Marc Lasry
DIRECTOR DIRECTOR

*By: /s/ Jon M. Berry
-------------------------
Jon M. Berry
AS ATTORNEY-IN-FACT,
PURSUANT TO A POWER OF
ATTORNEY FILED HEREWITH.

<PAGE>
SIGNATURES

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 DECEMBER 12, 1996 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 FILED
HEREWITH.
<PAGE>
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 Cincinnati, State of Ohio, on this 12th day of
December, 1996.

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 by the following
persons in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
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 Cincinnati, State of Ohio, on this 12th day of
December, 1996.

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.
<PAGE>
SIGNATURES

JACOR BROADCASTING OF LEXINGTON, 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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

JACOR BROADCASTING OF IDAHO, 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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 by the following
persons in the capacities indicated.

Principal Executive Officer: Principal Financial and Accounting
Officer:

/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 FILED HEREWITH.

<PAGE>
SIGNATURES

JACOR BROADCASTING OF IOWA, 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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.
<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.

<PAGE>
SIGNATURES

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 December 12, 1996 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 FILED HEREWITH.
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
- ---------- ---------------------------------------------------------------------------------------------- -----------
<C> <S> <C>
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 Price Waterhouse LLP.

23.4 Consent of Graydon, Head & Ritchey (included in opinion of counsel filed as Exhibit 5.1).
</TABLE>

<PAGE>

EXHIBIT 5.1

[GRAYDON, HEAD & RITCHEY LETTERHEAD]

December 12, 1996

Jacor Communications, Inc.
1300 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202

Re: Offering of Additional $20,000,000 Aggregate Principal
Amount of 9-3/4% Senior Subordinated Notes due 2006 by
Jacor Communications Company Pursuant to Abbreviated
Registration Statement on Form S-3 Filed with the
Securities and Exchange Commission
----------------------------------------------------------

Ladies and Gentlemen:

We have acted as counsel to Jacor Communications, Inc. ("Company"), a
Delaware corporation, Jacor Communications Company, a Florida corporation and
wholly-owned subsidiary of the Company ("JCC") and the Subsidiary Guarantors
(as defined in the Registration Statement on Form S-3, File No. 333-16469, as
amended, declared effective by the Securities and Exchange Commission on
December 12, 1996 (the "Registration Statement")) in connection with the
offering by JCC of its additional $20,000,000 Aggregate Principal Amount of
9-3/4% Senior Subordinated Notes due 2006 (the "Notes"), as fully and
unconditionally guaranteed by the Company and the Subsidiary Guarantors on a
senior subordinated basis (the "Guarantees"), all of which Notes are being
sold by JCC as set forth in the Registration Statement.

As counsel for the Company, JCC and the Subsidiary Guarantors we have
made such legal and factual examinations and inquiries as we deem advisable
for the purpose of rendering this opinion. In addition, we have examined such
documents and materials, including the Company's Certificate of
Incorporation, as amended, the Company's Bylaws, as amended, JCC's Articles
of Incorporation, JCC's Bylaws, the Subsidiary Guarantors' Articles or
Certificates of Incorporation, the Subsidiary Guarantors' Bylaws or Codes of
Regulations, and other corporate records of the Company, JCC and the
Subsidiary Guarantors, as we have deemed necessary for the purpose of this
opinion.

On the basis of the foregoing, we express the following opinions:

(i) the Notes, when authenticated in accordance with the terms of the
indenture (the "Indenture") to be entered into among JCC, the Company,
the Subsidiary Guarantors and The Bank of New York, as trustee, a copy of which
is filed as an exhibit to

<PAGE>

Jacor Communications, Inc.
December 12, 1996
Page 2

the Registration Statement, and delivered and paid for as contemplated by the
Registration Statement, will constitute a valid and binding obligation of
JCC, enforceable against JCC in accordance with its terms and entitled to the
benefits of the 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; and

(ii) the Guarantees, when issued by the Company and the Subsidiary
Guarantors upon the authentication and delivery of the Notes, will constitute
a valid and binding obligation of the Company and the Subsidiary Guarantors,
enforceable against the Company and the Subsidiary Guarantors 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.

We hereby consent to the filing of this opinion as part of the
above-referenced Abbreviated Registration Statement and amendments thereto
and to the reference to our firm in both the preliminary and final Prospectus
under the caption "Legal Matters."

Very truly yours,

GRAYDON, HEAD & RITCHEY

By: /s/ Richard G. Schmalzl
___________________________________
Richard G. Schmalzl

<PAGE>
EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration statement
of Jacor Communications, Inc. on Form S-3 of our report dated February 12, 1996,
except for Note 14, as to which the date is March 13, 1996, on our audits of the
consolidated financial statements of Jacor Communications, Inc. as of December
31, 1995 and 1994 and for each of the three years in the period ended December
31, 1995 and; of our report dated November 15, 1996, on our audits of the
combined financial statements of the Selected Gannett Radio Stations as of
December 31, 1995 and September 29, 1996, which report is included in Jacor
Communications, Inc.'s Current Report on Form 8-K, dated December 12, 1996. We
also consent to the reference to our firm under the caption "Experts."

COOPERS & LYBRAND L.L.P.

Cincinnati, Ohio
December 11, 1996

<PAGE>
EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Jacor
Communications, Inc. for the registration of $20.0 million of its 9 3/4% Senior
Subordinated Notes due 2006 and to the incorporation by reference of our report
dated February 23, 1996, with respect to the consolidated financial statements
of Citicasters Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.

ERNST & YOUNG LLP

Cincinnati, Ohio
December 12, 1996

<PAGE>
EXHIBIT 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Jacor
Communications, Inc. of our report dated March 21, 1996 relating to the
consolidated financial statements of Noble Broadcast Group, Inc. (which report
includes an explanatory paragraph regarding Jacor Communications, Inc.'s
agreement to purchase Noble Broadcast Group, Inc.) which appears on page 3 of
Jacor Communications, Inc.'s Current Report on Form 8-K dated March 6, 1996, as
amended on May 23, 1996. We also consent to the reference to us under the
heading "Experts" in such Prospectus.

PRICE WATERHOUSE LLP

San Diego, California
December 12, 1996