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) 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) - ------------------------------------------------------- ------------------------ ------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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: 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 -------------------------- 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 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) 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)................ * * * * (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. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 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. 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. 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 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. 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. 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. 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. 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 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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/ 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 FILED HEREWITH. 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. 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. 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. 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. 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 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. 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. 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. 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. 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 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. 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 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. 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 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. 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 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. 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 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. 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. 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. 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 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. 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 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. 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 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. 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 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. 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 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. 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. 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. 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. 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/ 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 FILED HEREWITH. 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 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. INDEX TO EXHIBITS SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION OF EXHIBIT PAGE - ---------- ---------------------------------------------------------------------------------------------- ----------- 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).