JACOR COMMUNICATIONS CO, S-3/A, 1998-05-11

JACOR COMMUNICATIONS CO
S-3/A, 1998-05-11
TELEVISION BROADCASTING STATIONS

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1998

REGISTRATION NO. 333-51489

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------

AMENDMENT NO. 1
TO
FORM S-3

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------------------

<TABLE>
<S> <C>
JACOR COMMUNICATIONS, INC. JACOR COMMUNICATIONS COMPANY
(Exact name of registrant as specified in (Exact name of registrant as specified in
its charter) its charter)
</TABLE>

<TABLE>
<S> <C> <C> <C>
DELAWARE 31-0978313 FLORIDA 59-2054850
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF IDENTIFICATION OF IDENTIFICATION
INCORPORATION OR NO.) INCORPORATION OR NO.)
ORGANIZATION) ORGANIZATION)
</TABLE>

<TABLE>
<S> <C>
BROADCAST FINANCE, INC. OHIO
CHANCELLOR BROADCASTING CO., INC. OREGON
CINE GUARANTORS II, INC. CALIFORNIA
CINE GUARANTORS II, LTD. CANADA
CINE MOBILE SYSTEMS INT'L. N.V. ANTILLE
CINE MOVIL S.A. DE C.V. MEXICO
CITICASTERS CO. OHIO
GACC-N26LB, INC. DELAWARE
GREAT AMERICAN MERCHANDISING GROUP, INC. NEW YORK
GREAT AMERICAN TELEVISION PRODUCTIONS, INC. CALIFORNIA
INMOBILIARIA RADIAL, S.A. DE C.V. MEXICO
JACOR BROADCASTING CORPORATION OHIO
JACOR BROADCASTING OF ATLANTA, INC. GEORGIA
JACOR BROADCASTING OF CHARLESTON, INC. DELAWARE
JACOR BROADCASTING OF COLORADO, INC. COLORADO
JACOR BROADCASTING OF DENVER, INC. CALIFORNIA
JACOR BROADCASTING OF FLORIDA, INC. FLORIDA
JACOR BROADCASTING OF KANSAS CITY, INC. DELAWARE
JACOR BROADCASTING OF LAS VEGAS, INC. DELAWARE
JACOR BROADCASTING OF LAS VEGAS II, INC. DELAWARE
JACOR BROADCASTING OF LOUISVILLE, INC. DELAWARE
JACOR BROADCASTING OF LOUISVILLE II, INC. DELAWARE
JACOR BROADCASTING OF SALT LAKE CITY, INC. DELAWARE
JACOR BROADCASTING OF SALT LAKE CITY II, INC. DELAWARE
JACOR BROADCASTING OF SAN DIEGO, INC. DELAWARE
JACOR BROADCASTING OF SARASOTA, INC. FLORIDA
JACOR BROADCASTING OF ST. LOUIS, INC. DELAWARE
JACOR BROADCASTING OF TAMPA BAY, INC. FLORIDA
JACOR BROADCASTING OF TOLEDO, INC. CALIFORNIA
JACOR BROADCASTING OF YOUNGSTOWN, INC. OHIO
JACOR CABLE, INC. KENTUCKY
JACOR LICENSEE OF CHARLESTON, INC. DELAWARE
JACOR LICENSEE OF KANSAS CITY, INC. DELAWARE
JACOR LICENSEE OF LAS VEGAS, INC. DELAWARE
JACOR LICENSEE OF LAS VEGAS II, INC. DELAWARE
JACOR LICENSEE OF LOUISVILLE, INC. DELAWARE
JACOR LICENSEE OF LOUISVILLE II, INC. DELAWARE
JACOR LICENSEE OF SALT LAKE CITY, INC. DELAWARE
JACOR LICENSEE OF SALT LAKE CITY II, INC. DELAWARE
JACOR/PREMIERE HOLDING, INC. DELAWARE
JBSL, INC. MISSOURI
MULTIVERSE ACQUISITION CORP. DELAWARE
NOBLE BROADCAST CENTER, INC. CALIFORNIA
NOBLE BROADCAST GROUP, INC. DELAWARE
NOBLE BROADCAST HOLDINGS, INC. DELAWARE
NOBLE BROADCAST LICENSES, INC. CALIFORNIA
NOBLE BROADCAST OF SAN DIEGO, INC. CALIFORNIA
NOBRO, S.C. MEXICO
NOVA MARKETING GROUP, INC. CALIFORNIA
NSN NETWORK SERVICES, LTD. DELAWARE
PREMIERE RADIO NETWORKS, INC. DELAWARE
RADIO-ACTIVE MEDIA, INC. DELAWARE
SPORTS RADIO BROADCASTING, INC. CALIFORNIA
SPORTS RADIO, INC. CALIFORNIA
TALK RADIO NETWORK, INC. OREGON
WHOK, INC. OHIO

<CAPTION>
BROADCAST FINANCE, INC. 31-1390698

<S> <C>
CHANCELLOR BROADCASTING CO., INC. 98-1114370

CINE GUARANTORS II, INC. 95-2960196

CINE GUARANTORS II, LTD. NOT APPLICABLE

CINE MOBILE SYSTEMS INT'L. N.V. NOT APPLICABLE

CINE MOVIL S.A. DE C.V. NOT APPLICABLE

CITICASTERS CO. 31-1081002

GACC-N26LB, INC. 31-1231527

GREAT AMERICAN MERCHANDISING GROUP, INC. 13-2658721

GREAT AMERICAN TELEVISION PRODUCTIONS, INC. 31-1019819

INMOBILIARIA RADIAL, S.A. DE C.V. NOT APPLICABLE

JACOR BROADCASTING CORPORATION 31-1363232

JACOR BROADCASTING OF ATLANTA, INC. 31-1133504

JACOR BROADCASTING OF CHARLESTON, INC. 57-1030503

JACOR BROADCASTING OF COLORADO, INC. 31-1212116

JACOR BROADCASTING OF DENVER, INC. 33-0250362

JACOR BROADCASTING OF FLORIDA, INC. 31-1102108

JACOR BROADCASTING OF KANSAS CITY, INC. 43-1722735

JACOR BROADCASTING OF LAS VEGAS, INC. 61-1263208

JACOR BROADCASTING OF LAS VEGAS II, INC. 31-1506631

JACOR BROADCASTING OF LOUISVILLE, INC. 61-1257881

JACOR BROADCASTING OF LOUISVILLE II, INC. 31-1506626

JACOR BROADCASTING OF SALT LAKE CITY, INC. 87-0546502

JACOR BROADCASTING OF SALT LAKE CITY II, INC. 31-1506618

JACOR BROADCASTING OF SAN DIEGO, INC. 31-1440011

JACOR BROADCASTING OF SARASOTA, INC. 31-1468564

JACOR BROADCASTING OF ST. LOUIS, INC. 33-0294761

JACOR BROADCASTING OF TAMPA BAY, INC. 31-1234979

JACOR BROADCASTING OF TOLEDO, INC. 30-0200806

JACOR BROADCASTING OF YOUNGSTOWN, INC. 34-1308506

JACOR CABLE, INC. 31-1273897

JACOR LICENSEE OF CHARLESTON, INC. 57-1031405

JACOR LICENSEE OF KANSAS CITY, INC. 43-1724459

JACOR LICENSEE OF LAS VEGAS, INC. 88-0345737

JACOR LICENSEE OF LAS VEGAS II, INC. 31-1506613

JACOR LICENSEE OF LOUISVILLE, INC. 61-1289758

JACOR LICENSEE OF LOUISVILLE II, INC. 31-1506609

JACOR LICENSEE OF SALT LAKE CITY, INC. 87-0546823

JACOR LICENSEE OF SALT LAKE CITY II, INC. 31-1506621

JACOR/PREMIERE HOLDING, INC. 95-4523968

JBSL, INC. 43-1735433

MULTIVERSE ACQUISITION CORP. 61-1316387

NOBLE BROADCAST CENTER, INC. 33-0189045

NOBLE BROADCAST GROUP, INC. 33-0215206

NOBLE BROADCAST HOLDINGS, INC. 33-0492627

NOBLE BROADCAST LICENSES, INC. 34-1794221

NOBLE BROADCAST OF SAN DIEGO, INC. 95-3230874

NOBRO, S.C. NOT APPLICABLE

NOVA MARKETING GROUP, INC. 33-0578898

NSN NETWORK SERVICES, LTD. 31-1125479

PREMIERE RADIO NETWORKS, INC. 95-4083971

RADIO-ACTIVE MEDIA, INC. 31-1511358

SPORTS RADIO BROADCASTING, INC. 33-0525378

SPORTS RADIO, INC. 95-4350343

TALK RADIO NETWORK, INC. 93-1114406

WHOK, INC. 34-1092716

</TABLE>

<TABLE>
<S> <C> <C> <C>
(EXACT NAME OF REGISTRANT AS SPECIFIED (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
IN ITS CHARTER) OF IDENTIFICATION
INCORPORATION OR NO.)
ORGANIZATION)
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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)
--------------------------

PAUL F. SOLOMON, ESQ.
JACOR COMMUNICATIONS, INC.
50 EAST RIVERCENTER BOULEVARD
12TH FLOOR
COVINGTON, KENTUCKY 41011
(606) 655-2267
(606) 655-9356 (FAX)
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
--------------------------

COPIES OF COMMUNICATIONS TO:
RICHARD G. SCHMALZL, ESQ.
DOUGLAS D. ROBERTS, ESQ.
GRAYDON, HEAD & RITCHEY
1900 FIFTH THIRD CENTER
CINCINNATI, OHIO 45202
(513) 621-6464
(513) 651-3836 (FAX)
--------------------------

Approximate date of commencement of proposed sale of the securities to the
public: From time to time 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
investment reinvestment plans, check the following box. /X/

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. / /

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 effective 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. / /

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.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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 Amendment No. 1 to
Form S-3 Registration Statement No. 333-51489 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on this 11th day of May, 1998.

JACOR COMMUNICATIONS, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT AND TREASURER

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Form S-3 Registration Statement No. 333-51489 has been signed
on May 11, 1998 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/ SAMUEL ZELL* /s/ F. PHILIP HANDY*
- -------------------------------------- --------------------------------------

Samuel Zell F. Philip Handy
CHAIRMAN OF THE BOARD AND DIRECTOR DIRECTOR

/s/ SHELI Z. ROSENBERG* /s/ MARC LASRY*
- -------------------------------------- --------------------------------------

Sheli Z. Rosenberg Marc Lasry
VICE CHAIRMAN AND DIRECTOR DIRECTOR

/s/ JOHN W. ALEXANDER* /s/ MARY AGNES WILDEROTTER*
- -------------------------------------- --------------------------------------

John W. Alexander Mary Agnes Wilderotter
DIRECTOR DIRECTOR

/s/ PETER C. B. BYNOE*
- --------------------------------------

Peter C. B. Bynoe
DIRECTOR

*By: /s/ JON M. BERRY
----------------------------------------

Jon M. Berry
AS ATTORNEY-IN-FACT, PURSUANT TO
A POWER OF ATTORNEY PREVIOUSLY FILED.

II-1
<PAGE>
SIGNATURES

JACOR COMMUNICATIONS COMPANY

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
ASSISTANT SECRETARY

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

/s/ JON M. BERRY
- --------------------------------------
Jon M. Berry
DIRECTOR

II-2
<PAGE>
SIGNATURES

BROADCAST FINANCE, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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-3
<PAGE>
SIGNATURES

CHANCELLOR BROADCASTING CO., INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT

Principal Executive Officer: Principal Financial and Accounting
Officer:

/s/ STEPHEN C. LEHMAN* /s/ DANIEL M. YUKELSON*
- -------------------------------------- --------------------------------------
Stephen C. Lehman Daniel M. Yukelson
PRESIDENT AND CHIEF EXECUTIVE OFFICER SECRETARY, SENIOR VICE PRESIDENT OF
FINANCE AND CHIEF FINANCIAL 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 PREVIOUSLY FILED.

II-4
<PAGE>

SIGNATURES

CINE GUARANTORS II, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

CINE GUARANTORS II, LTD.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

CINE MOBILE SYSTEMS INT'L. N.V.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

CINE MOVIL S.A. DE C.V.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

CITICASTERS CO.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

GACC-N26LB, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

GREAT AMERICAN MERCHANDISING GROUP, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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-11
<PAGE>
SIGNATURES

GREAT AMERICAN TELEVISION PRODUCTIONS, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

INMOBILIARIA RADIAL, S.A. DE C.V.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SECRETARY

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-13
<PAGE>
SIGNATURES

JACOR BROADCASTING CORPORATION

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

JACOR BROADCASTING OF ATLANTA, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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-15
<PAGE>
SIGNATURES

JACOR BROADCASTING OF CHARLESTON, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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-16
<PAGE>
SIGNATURES

JACOR BROADCASTING OF COLORADO, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

JACOR BROADCASTING OF DENVER, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

JACOR BROADCASTING OF FLORIDA, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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-19
<PAGE>
SIGNATURES

JACOR BROADCASTING OF KANSAS CITY, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

JACOR BROADCASTING OF LAS VEGAS, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

JACOR BROADCASTING OF LAS VEGAS II, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

JACOR BROADCASTING OF LOUISVILLE, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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-23
<PAGE>
SIGNATURES

JACOR BROADCASTING OF LOUISVILLE II, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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-24
<PAGE>
SIGNATURES

JACOR BROADCASTING OF SALT LAKE CITY, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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-25
<PAGE>
SIGNATURES

JACOR BROADCASTING OF SALT LAKE CITY II, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

JACOR BROADCASTING OF SAN DIEGO, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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-27
<PAGE>
SIGNATURES

JACOR BROADCASTING OF SARASOTA, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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-28
<PAGE>
SIGNATURES

JACOR BROADCASTING OF ST. LOUIS, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

JACOR BROADCASTING OF TAMPA BAY, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

JACOR BROADCASTING OF TOLEDO, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

JACOR BROADCASTING OF YOUNGSTOWN, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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-32
<PAGE>
SIGNATURES

JACOR CABLE, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

JACOR LICENSEE OF CHARLESTON, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

JACOR LICENSEE OF KANSAS CITY, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

JACOR LICENSEE OF LAS VEGAS, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

JACOR LICENSEE OF LAS VEGAS II, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

JACOR LICENSEE OF LOUISVILLE, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

JACOR LICENSEE OF LOUISVILLE II, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

JACOR LICENSEE OF SALT LAKE CITY, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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-40
<PAGE>
SIGNATURES

JACOR LICENSEE OF SALT LAKE CITY II, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

JACOR/PREMIERE HOLDING, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

JBSL, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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-43
<PAGE>

SIGNATURES

MULTIVERSE ACQUISITION CORP.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT

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 PREVIOUSLY FILED.

II-44
<PAGE>
SIGNATURES

NOBLE BROADCAST CENTER, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

NOBLE BROADCAST GROUP, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

NOBLE BROADCAST HOLDINGS, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

NOBLE BROADCAST LICENSES, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

NOBLE BROADCAST OF SAN DIEGO, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

NOBRO, S.C.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SECRETARY

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 PREVIOUSLY FILED.

II-50
<PAGE>
SIGNATURES

NOVA MARKETING GROUP, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

NSN NETWORK SERVICES, LTD.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

PREMIERE RADIO NETWORKS, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT

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 PREVIOUSLY FILED.

II-53
<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 Amendment No. 1 to Form S-3 Registration Statement No.
333-51489 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Covington, Commonwealth of Kentucky, on this 11th day
of May, 1998.

RADIO-ACTIVE MEDIA, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

SPORTS RADIO BROADCASTING, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>
SIGNATURES

SPORTS RADIO, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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
<PAGE>

SIGNATURES

TALK RADIO NETWORK, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT

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 PREVIOUSLY FILED.

II-57
<PAGE>

SIGNATURES

WHOK, INC.

By: /s/ JON M. BERRY
------------------------------------------
Jon M. Berry
SENIOR VICE PRESIDENT, TREASURER AND
SECRETARY

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-58
<PAGE>
INDEX TO EXHIBITS

2.1 Warrant Agreement dated as of September 18, 1996 between Jacor and KeyCorp Shareholder Services, Inc.,
as warrant agent. Incorporated by reference to Exhibit 4.1 to Jacor's Current Report on Form 8-K dated
October 3, 1996.**

2.2 Supplemental Agreement dated as of September 18, 1996 between Jacor and KeyCorp Shareholder Services,
Inc., as warrant agent. Incorporated by reference to Exhibit 4.2 of Jacor's Current Report on Form 8-K
dated October 3, 1996.**

2.3 Registration Rights Agreement dated as of August 5, 1996 among Jacor, JCAC, Inc., Great American
Insurance Company, American Financial Corporation, American Financial Enterprises, Inc., Carl H.
Lindner, The Carl H. Lindner Foundation, and S. Craig Lindner. Incorporated by reference to Exhibit 2.22
to Jacor's Post-Effective Amendment No. 1 on Form S-3 to Form S-4 (File No. 333-6639).**

2.4 Asset Exchange Agreement dated as of September 26, 1996 between Citicasters Co. and Pacific and Southern
Company, Inc. (omitting schedules and exhibits not deemed material). Incorporated by reference to
Exhibit 2.1 to Jacor's Current Report on Form 8-K dated October 11, 1996.**

2.5 Agreement and Plan of Merger dated as of October 8, 1996 ("Regent Merger Agreement") between Jacor and
Regent Communications, Inc. (omitting schedules and exhibits not deemed material). Incorporated by
reference to Exhibit 2.1 to Jacor's Current Report on Form 8-K dated October 23, 1996, as amended.**

2.6 Warrant Agreement dated as of February 27, 1997 between Jacor and KeyCorp Shareholder Services, Inc., as
warrant agent (included as Exhibit B to Regent Merger Agreement). Incorporated by reference to Exhibit
4.1 to Jacor's Current Report on Form 8-K dated May 5, 1997.**

2.7 Registration Rights Agreement dated as of October 8, 1996 among Jacor and the parties listed in Schedule
I thereto (included as Exhibit I to Regent Merger Agreement). Incorporated by reference to Exhibit 2.4
to Jacor's Current Report on Form 8-K dated October 23, 1996, as amended.**

2.8 Form of Plan and Agreement of Merger between Jacor and New Jacor, Inc. Incorporated by reference to
Annex VII to the Proxy Statement/Information Statement/Prospectus to Jacor's Form S-4 Registration
Statement (File No. 333-6639).**

2.9 Asset Purchase Agreement dated as of March 17, 1997 among JCC, EFM Programming, Inc., EFM Media
Management, Inc., EFM Publishing, Inc. and PAM Media, Inc. Incorporated by reference to Exhibit 2.1 to
Jacor's Current Report on Form 8-K dated March 21, 1997, as amended.**

2.10 Agreement and Plan of Merger dated as of April 7, 1997 among Jacor, Jacor Communications Company
("JCC"), PRN Holding Acquisition Corp. and Premiere Radio Networks, Inc. (omitting schedules and
exhibits not deemed material). Incorporated by reference to Exhibit 2.1 to Jacor's Current Report on
Form 8-K dated April 8, 1997, as amended.**

2.11 Shareholders' Agreement dated as of April 7, 1997 by and among Jacor, JCC, Archon Communications, Inc.
("Archon"), the stockholders of Archon and certain shareholders of Premiere (omitting schedules and
exhibits not deemed material). Incorporated by reference to Exhibit 2.2 to Jacor's Current Report on
Form 8-K dated April 8, 1997, as amended.**

2.12 Stock Purchase Agreement dated as of April 7, 1997 among Jacor, JCC, Archon Communications Partners LLC
and News America Holdings Incorporated (omitting schedules and exhibits not deemed material).
Incorporated by reference to Exhibit 2.3 to Jacor's Current Report on Form 8-K dated April 8, 1997, as
amended.**
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- --------- --------------------------------------------------------------------------------------------------------
2.13 Purchase Agreement dated June 11, 1997, by and among JCC, Jacor, the Subsidiary Guarantors named therein
(the "Subsidiary Guarantors"), Donaldson, Lufkin & Jenrette Securities Corporation, Chase Securities,
Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. Incorporated by reference to Exhibit 2.1 to
Jacor's Current Report on Form 8-K dated June 26, 1997, as amended.**
<C> <S>

2.14 Registration Rights Agreement dated June 17, 1997 among JCC, Jacor, the Subsidiary Guarantors,
Donaldson, Lufkin & Jenrette Securities Corporation, Chase Securities, Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated. Incorporated by reference to Exhibit 4.2 to Jacor's Current Report on Form
8-K dated June 26, 1997, as amended.**

2.15 Agreement of Sale dated December 19, 1997 by and between Nationwide Mutual Insurance Company, Employers
Insurance of Wausau, Nationwide Communications, Inc., San Diego Lotus Corp., The Beak and Wire
Corporation, Citicasters Co. and Jacor Communications Company (omitting schedules and exhibits not
deemed material). Incorporated by reference to Exhibit 2.1 to Jacor's Current Report on Form 8-K dated
October 23, 1997, as amended.**

4.1 Form of Indenture. Incorporated by reference to Exhibit 4.1 to Jacor's Form S-3 Registration Statement
(File No. 333-19291).**

4.2 Indenture dated as of June 12, 1996 between Jacor and The Bank of New York for Jacor's Liquid Yield
Option-TM- Notes Due 2011. Incorporated by reference to Exhibit 4.23 to Jacor's Form S-4 Registration
Statement (File No. 333-6639).**

4.3 Indenture dated as of June 12, 1996 among Jacor, JCAC, Inc. and First Trust of Illinois, National
Association for JCAC, Inc.'s 10 1/8% Senior Subordinated Notes due 2006 and Jacor's Guaranty thereof.
Incorporated by reference to Exhibit 4.24 to Jacor's Form S-4 Registration Statement (File No.
333-6639).**

4.4 Effectiveness Agreement dated as of September 16, 1997 among JCC, the Lenders named therein (the
"Lenders"), The Chase Manhattan Bank, as Adminstrative Agent, Banque Paribas, as Documentation Agent,
and Bank of America National Trust and Savings Association (as successor by merger to Bank of America,
Illinois), as Syndication Agent (omitting schedules and exhibits not deemed material). Incorporated by
reference to Exhibit 4.1 to Jacor's Current Report on Form 8-K dated September 30, 1997.**

4.5 Amended and Restated Credit Agreement dated as of September 16, 1997 ("Credit Agreement") among JCC, the
Lenders, Bank of America National Trust and Savings Association (as successor by merger to Bank of
America, Illinois), as Syndication Agent, Banque Paribas, as Documentation Agent, and The Chase
Manhattan Bank, as Administrative Agent (omitting schedules and exhibits not deemed material) (included
as Exhibit A to Effectiveness Agreement). Incorporated by reference to Exhibit 4.2 to Jacor's Current
Report on Form 8-K dated September 30, 1997.**

4.6 Security Agreement dated as of June 12, 1996 by and between JCAC, Inc. and Chemical Bank as
Administrative Agent. Incorporated by reference to Exhibit 4.28 to Jacor's Form S-4 Registration
Statement (File No. 333-6639).**

4.7 Parent Guaranty dated as of June 12, 1996 and as amended and restated as of September 16, 1997 by Jacor
in favor of The Chase Manhattan Bank (as successor by merger to Chemical Bank), as Administrative Agent,
for the Lenders and any Interest Rate Hedge Providers (as defined in the Credit Agreement). Incorporated
by reference to Exhibit 4.3 to Jacor's Current Report on Form 8-K dated September 30, 1997.**

4.8 Pledge Agreement dated as of June 12, 1996 by and between Jacor and Chemical Bank, as Administrative
Agent for the Agents (as defined in the Credit Agreement), the Lenders and any Interest Rate Hedge
Providers. Incorporated by reference to Exhibit 4.30 to Jacor's Form S-4 Registration Statement (File
No. 333-6639).**
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- --------- --------------------------------------------------------------------------------------------------------
4.9 Indenture dated as of December 17, 1996 among JCC, Jacor, the Subsidiary Guarantors named therein (the
"Subsidiary Guarantors") and The Bank of New York for JCC's 9 3/4% Senior Subordinated Notes due 2006
and Jacor's and the Subsidiary Guarantors' Guarantees thereof. Incorporated by reference to Exhibit 4.9
to Jacor's Form S-3 Registration Statement (File No. 333-19291).**
<C> <S>

4.10 Form of Deposit Agreement. Incorporated by reference to Exhibit 4.10 to Jacor's Form S-3 Registration
Statement (File No. 333-19291).**

4.11 Stock Option Agreement dated as of June 23, 1993 between Jacor and Rod F. Dammeyer covering 10,000
shares of Jacor's common stock. (1) Incorporated by reference to Exhibit 4.3 to Jacor's Quarterly Report
on Form 10-Q dated August 13, 1993.**

4.12 Stock Option Agreement dated as of December 15, 1994 between Jacor and Rod F. Dammeyer covering 5,000
shares of Jacor's common stock. (2) Incorporated by reference to Exhibit 4.23 to Jacor's Quarterly
Report on Form 10-Q dated August 13, 1993.**

4.13 Indenture dated as of June 17, 1997 among JCC, Jacor, the Subsidiary Guarantors and The Bank of New York
for JCC's 8 3/4% Senior Subordinated Notes due 2007 and Jacor's and the Subsidiary Guarantors'
Guarantees thereof. Incorporated by reference to Exhibit 4.1 to Jacor's Current Report on Form 8-K dated
June 26, 1997, as amended.**

4.14 Form of 8 3/4% Series A Senior Subordinated Note due 2007 (included as part of Indenture listed as
Exhibit 4.13 which is incorporated by reference to Exhibit 4.1 to Jacor's Current Report on Form 8-K
dated June 26, 1997, as amended).**

4.15 Form of 8 3/4% Series B Senior Subordinated Note due 2007 (included as part of Indenture listed as
Exhibit 4.13 which is incorporated by reference to Exhibit 4.1 to Jacor's Current Report on Form 8-K
dated June 26, 1997, as amended).**

4.16 Reaffirmation Agreement dated as of September 16, 1997 among The Chase Manhattan Bank, as Administrative
Agent for the benefit of the Agents, the Issuing Banks, the Lenders and any Interest Rate Hedge
Providers (each as defined in the Credit Agreement), Jacor, JCC and each subsidiary of JCC. Incorporated
by reference to Exhibit 4.4 to Jacor's Current Report on Form 8-K dated September 30, 1997.**

4.17 First Supplemental Indenture dated as of September 16, 1997 (Supplemental to Indenture dated as of June
12, 1996) between JCC, Jacor and First Trust National Association for JCC's 10 1/8% Senior Subordinated
Notes due 2006 and Jacor's and the Subsidiary Guarantors' Guarantees thereof. Incorporated by reference
to Exhibit 4.5 to Jacor's Current Report on Form 8-K dated September 30, 1997.**

4.18 First Supplemental Indenture dated as of September 16, 1997 (Supplemental to Indenture dated as of
December 17, 1996) between JCC, Jacor, the Subsidiary Guarantors named therein, and The Bank of New York
for JCC's 9 3/4% Senior Subordinated Notes due 2006 and Jacor's and the Subsidiary Guarantors'
Guarantees thereof. Incorporated by reference to Exhibit 4.6 to Jacor's Current Report on Form 8-K dated
September 30, 1997.**

4.19 First Supplemental Indenture dated as of September 16, 1997 (Supplemental to Indenture dated as of June
17, 1997) between JCC, Jacor, the Subsidiary Guarantors named therein, and The Bank of New York for
JCC's 8 3/4% Senior Subordinated Notes due 2007 and Jacor's and the Subsidiary Guarantors' Guarantees
thereof. Incorporated by reference to Exhibit 4.7 to Jacor's Current Report on Form 8-K dated September
30, 1997.**

4.20 Indenture dated as of February 9, 1998 among JCC, Jacor, the Subsidiary Guarantors and the Bank of New
York for JCC's 8% Senior Subordinated Notes due 2010 and Jacor's and the Subsidiary Guarantors' Guaranty
thereof.***

4.21 Indenture dated as of February 9, 1998 between Jacor and the Bank of New York for Jacor's Liquid Yield
Option-TM- Notes due 2018.***
</TABLE>

<PAGE>

12.1 Computation of Ratio of Earnings to Fixed Charges.***

23.1 Consent of Coopers & Lybrand L.L.P.***

23.2 Consent of KPMG Peat Marwick 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.

24.2 Power of Attorney of Randy Michaels.***

25.1 Statement of Eligibility of Trustee on Form T-1.****

27.1 Financial Data Schedule of Jacor. Incorporated by reference to Jacor's Annual Report on Form 10-K for
the year ended December 31, 1997, as amended.**
</TABLE>

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

(*) To be filed, as applicable to a particular offering of Securities, as an
exhibit to a Current Report on Form 8-K and incorporated herein by
reference thereto.

(**) Incorporated by reference.

(***) Previously filed.

(****) To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of
1939.

(1) Identical documents were entered into with John W. Alexander, F. Philip
Handy and Marc Lasry.

(2) Identical documents were entered into with John W. Alexander, F. Philip
Handy, Marc Lasry and Sheli Z. Rosenberg. Pursuant to substantially
identical documents, (a) a grant of 5,000 stock options was made to each
of these five individuals in February 1996, and (b) a grant of 5,000
stock options was made to each of these five individuals and to Samuel
Zell, Peter C. B. Bynoe and Mary Agnes Wilderotter in April 1997.

<PAGE>

[LETTERHEAD]
May 11, 1998

Jacor Communications, Inc.
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011

RE: REGISTRATION ON FORM S-3, FILE NO. 333-51489, OF UP TO $500,000,000
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 up to $500,000,000 of (i) shares of Jacor's preferred stock, par value
$.01 per share (the "Jacor Preferred Stock"), (ii) shares of convertible Jacor
Preferred Stock (the "Jacor Convertible Preferred Stock"), (iii) shares of Jacor
Preferred Stock issued in the form of depositary shares evidenced by depositary
receipts (the "Jacor Depositary Shares"), (iv) shares of Jacor's common stock,
par value $.01 per share (the "Jacor Common Stock"), (v) certain convertible
debt securities of Jacor (the "Jacor Convertible Debt Securities"), (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'
Registration Statement on Form S-3 (File No. 333-51489) and any amendments
thereto filed with the Securities and Exchange Commission (the "Registration
Statement"). The Jacor Preferred Stock, Jacor Convertible Preferred Stock, Jacor
Depositary Shares, Jacor Common Stock, Jacor Convertible Debt Securities, 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 Preferred Stock and Jacor Convertible Preferred Stock, when
(i) 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 (ii) 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.

2. The Jacor Depositary Shares, when (i) 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, (ii) the Jacor Preferred Stock
which is represented by Jacor Depositary Shares is validly issued and delivered
(as contemplated above) to the depositary, (iii) 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 (iv) 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, will be validly issued.

<PAGE>

Jacor Communications, Inc.
May 11, 1998
Page 2

3. The Jacor Common Stock, when (i) issued and sold in accordance with the
Registration Statement and (ii) 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.

4. The Jacor Convertible Debt Securities, JCC Debt Securities, and JCC
Convertible Debt Securities, when (i) 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 (ii) 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 the 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 waiver of rights under any usury laws may be unenforceable.

5. The Guarantees, when (i) the terms thereof have been duly established in
accordance with applicable law, (ii) 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 (iii) the
consideration separately payable, if any, 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) 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, (iii) 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,
(iv) 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, (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 Securities and Exchange Commission , (viii) the resolutions
authorizing Jacor, JCC, and the Subsidiary Guarantors to

<PAGE>

Jacor Communications, Inc.
May 11, 1998
Page 3

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
/S/ RICHARD G. SCHMALZL
--------------------------------------
Richard G. Schmalzl