THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT
TO RULE 902(g) OF REGULATION S-T
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Katz Media Group, Inc.
(Name of Issuer)
Common Stock Par Value $0.01 Per Share
(Title of Class and Securities)
486112105
(CUSIP Number of Class of Securities)
James E. McKee, Gabelli Funds, Inc.,
One Corporate Center, Rye, NY 10580-1434 (914) 921-5294
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 29, 1997
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this State-
ment because of Rule 13d-1(b)(3) or (4), check the following box:
____
/___/
<PAGE>
_________________________________________________________________
CUSIP No. 486112105 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Funds, Inc. I.D. No. 13-3056041
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
OO-Funds of investment company clients
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: 162,500 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None (Item 5)
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 162,500 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None (Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
162,500 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* _____
/ x /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.19%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC, IA, CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
________________________________________________________________
CUSIP No. 486112105 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GAMCO Investors, Inc. I.D. No. 13-2951242
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
OO: Funds of investment advisory clients
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____
/ x /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: 784,600 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 784,600 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,600 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ____
/___/
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.73%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IA, CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
________________________________________________________________
CUSIP No. 486112105 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gabelli Associates Limited I.D. No. Foreign Corporation
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/___/
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
_________________________________________________________________
: (7) SOLE VOTING POWER
: 20,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 20,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ____
/___/
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.15%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
_________________________________________________________________
CUSIP No. 486112105 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Associates Fund I.D. No. 13-3246203
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/___/
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
: (7) SOLE VOTING POWER
: 100,000 (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 100,000 (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000 (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ____
/___/
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.73%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
PN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
_________________________________________________________________
_________________________________________________________________
CUSIP No. 486112105 13D
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mario J. Gabelli
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
____
(a) /___/
____
(b) /___/
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
None
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____
/ /
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
: (7) SOLE VOTING POWER
: None (Item 5)
:________________________
: (8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING :________________________
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: None (Item 5)
:________________________
:(10) SHARED DISPOSITIVE
: POWER
: None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* _____
/ x /
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.00%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this statement on
Schedule 13D relates is the Common Stock, par value $0.01 per share
("Securities"), of Katz Media Group, Inc. (the "Issuer"), a
Delaware corporation, with principal offices located at 125 West
55th Street, New York, NY 10019.
Item 2. Identity and Background
This statement is being filed by Mario J. Gabelli ("Mr.
Gabelli") and various entities which he directly or indirectly
controls or for which he acts as chief investment officer. These
entities, except for Lynch Corporation ("Lynch"), Spinnaker
Industries, Incorporated ("Spinnaker"), Western New Mexico
Telephone Company ("Western New Mexico"), Entoleter, Inc. ("Entole-
ter"), Lynch Telecommunications Corporation ("Lynch Telecom"),
Lynch Telephone Corporation ("Lynch Telephone") and Inter-Community
Telephone Company ("Inter-Community") (collectively, "Lynch and its
affiliates"), engage in various aspects of the securities business,
primarily as investment adviser to various institutional and
individual clients, including registered investment companies and
pension plans, as broker/dealer and as general partner of various
private investment partnerships. Certain of these entities may
also make investments for their own accounts.
The foregoing persons in the aggregate often own
beneficially more than 5% of a class of equity securities of a
particular issuer. Although several of the foregoing persons are
treated as institutional investors for purposes of reporting their
beneficial ownership on the short-form Schedule 13G, the holdings
of those who do not qualify as institutional investors may exceed
the 1% threshold presented for filing on Schedule 13G or implemen-
tation of their investment philosophy may from time to time require
action which could be viewed as not completely passive. In order
to avoid any question as to whether their beneficial ownership is
being reported on the proper form and in order to provide greater
investment flexibility and administrative uniformity, these persons
have decided to file their beneficial ownership reports on the more
detailed Schedule 13D form rather than on the short-form Schedule
13G and thereby to provide more expansive disclosure than may be
necessary.
(a), (b) and (c) - This statement is being filed by one
or more of the following persons: Gabelli Funds, Inc. ("GFI"),
GAMCO Investors, Inc. ("GAMCO"), Gabelli Securities, Inc. ("GSI"),
Gabelli & Company, Inc. ("Gabelli & Company"), Gabelli Performance
Partnership L.P. ("GPP"), GLI, Inc. ("GLI"), Gabelli Associates
Fund ("Gabelli Associates"), Gabelli Associates Limited ("GAL"),
Gabelli & Company, Inc. Profit Sharing Plan (the "Plan"), Gabelli
International Limited ("GIL"), Gabelli International II Limited
("GIL II"), Gabelli International Gold Fund Limited ("GIGFL"), ALCE
Partners, L.P. ("ALCE"), Gabelli Multimedia Partners, L.P.
("Multimedia Partners"), Gabelli Asset Management Company Interna-
tional Advisory Services Ltd. ("GIASL"),Gabelli Foundation, Inc.
("Foundation"), Mr. Gabelli, Lynch, Spinnaker, Western New Mexico,
Entoleter, Lynch Telecom, Lynch Telephone and Inter-Community.
Those of the foregoing persons signing this Schedule 13D are
hereafter referred to as the "Reporting Persons".
GAMCO, a wholly-owned subsidiary of GFI, is an investment
adviser registered under the Investment Advisers Act of 1940, as
amended ("Advisers Act"). GAMCO is an investment manager providing
discretionary managed account services in the equity area for
employee benefit plans, private investors, endowments and founda-
tions.
Gabelli & Company, a wholly-owned subsidiary of GSI, is
a broker-dealer registered under the Securities Exchange Act of
1934, as amended ("l934 Act"), which as a part of its business
regularly purchases and sells securities for its own account.
GLI, a wholly-owned subsidiary of GSI, is the trustee for
the Gabelli-Rosenthal & Partners, L.P. Liquidating Trust.
Gabelli Associates is a New York limited partnership
whose primary business purpose is risk arbitrage investments. GSI
and Mr. Gabelli are the general partners of Gabelli Associates.
GAL is a corporation whose primary business purpose is
risk arbitrage investments. Shares of GAL's Common Stock will be
offered to persons who are neither citizens nor residents of the
United States and may be offered to a limited number of U.S.
investors. GSI is the investment manager of GAL.
GSI, a majority-owned subsidiary of GFI, is a Delaware
corporation which as a part of its business regularly purchases and
sells securities for its own account. It is the immediate parent
of Gabelli & Company.
GFI is the ultimate parent company for a variety of
companies engaged in the securities business, each of which is
named above. In addition, GFI is an investment adviser registered
under the Advisers Act. GFI is an investment adviser which
presently provides discretionary managed account services for The
Gabelli Equity Trust Inc., The Gabelli Asset Fund, The Gabelli
Growth Fund, The Gabelli Convertible Securities Fund, Inc., The
Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The
Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli
Global Telecommunications Fund, Gabelli Gold Fund, Inc., The
Gabelli Global Multimedia Trust Inc., The Gabelli Global Convert-
ible Securities Fund, Gabelli Capital Asset Fund, Gabelli Interna-
tional Growth Fund, Inc. and The Gabelli Global Interactive Couch
Potato Fund (collectively, the "Funds"), which are registered
investment companies.
The Plan, a qualified employee profit sharing plan,
covers substantially all employees of GFI and its affiliates.
GPP, a Delaware limited partnership, is a limited
partnership whose primary business purpose is investing in
securities. Mr. Gabelli is the general partner and chief invest-
ment officer of GPP.
GIL is a corporation whose primary business purpose is
investing in a portfolio of equity securities and securities
convertible into, or exchangeable for, equity securities in order
to achieve its investment objective of significant long-term growth
of capital. Shares of GIL's common stock are offered to persons
who are neither citizens nor residents of the United States and may
be offered to a limited number of U.S. investors. The investments
of GIL are managed by Mr. Gabelli who is also a director and
Chairman of the Board of Directors of GIL.
GIL II is a corporation whose business purpose is
investing primarily in a portfolio of equity securities and
securities convertible into, or exchangeable for, equity securities
in order to achieve its investment objective of significant
long-term growth of capital. Shares of GIL II's common stock are
offered to persons who are neither citizens nor residents of the
United States and may be offered to a limited number of U.S.
investors. The investments of GIL II are managed by Mr. Gabelli
who is also a director and Chairman of the Board of Directors of
GIL II.
ALCE is a Delaware investment limited partnership that seeks
long-term capital appreciation primarily through investments in
public and private equity securities. GSI is a general partner of
ALCE.
Multimedia Partners is a Delaware investment limited
partnership whose objective is to provide long-term capital
appreciation by investing primarily in public and private multime-
dia communications companies. GSI is a general partner of
Multimedia Partners.
GIASL is a corporation whose primary business purpose is to
provide advisory services to offshore funds.
The Foundation is a private foundation. Mr. Gabelli is the
President, a Trustee and the Investment Manager of the Foundation.
Lynch, an Indiana corporation, is a diversified public
company traded on the American Stock Exchange. Its subsidiaries
are engaged in communications, services, and manufactured products.
Spinnaker, a Delaware subsidiary of Lynch, is also a public company
and its stock is traded through the NASDAQ System. Spinnaker is a
diversified manufacturing firm with major subsidiaries in specialty
adhesive-backed materials business. Another of Lynch's subsidiar-
ies, Western New Mexico, provides telephone services in a service
area in Southwestern New Mexico. Inter-Community, which is also a
subsidiary of Lynch, provides local telephone services in an area
40 miles west of Fargo, North Dakota. Lynch and Spinnaker
actively pursue new business ventures and acquisitions. Lynch and
its affiliates make investments in marketable securities to
preserve capital and maintain liquidity for financing their
business activities and acquisitions (not in the case of Western
New Mexico) and are not engaged in the business of investing,
reinvesting, or trading in securities. Mr. Gabelli is Chairman of
Lynch and owns beneficially 23.52% of the shares of common stock of
Lynch.
Mr. Gabelli is the majority stockholder and Chairman of
the Board of Directors and Chief Executive Officer of GFI and the
Chief Investment Officer for each of the Reporting Persons other
than GIASL. GFI, in turn, is the sole stockholder of GAMCO. GFI
is also the majority stockholder of GSI. Gabelli & Company is a
wholly-owned subsidiary of GSI. GLI is a wholly-owned subsidiary
of GSI.
The Reporting Persons do not admit that they constitute
a group.
GFI, GAMCO, Gabelli & Company and GLI are New York
corporations and GSI is a Delaware corporation, each having its
principal business office at One Corporate Center, Rye, New York
10580-1434. GPP is a Delaware limited partnership having its
principal business office at 8 Sound Shore Drive, Greenwich,
Connecticut 06830. Gabelli Associates is a New York limited
partnership having its principal business office at One Corporate
Center, Rye, New York 10580-1434. GAL and GIL are corporations
organized under the laws of the British Virgin Islands having their
principal business office at c/o MeesPierson (Cayman) Limited,
British American Centre, Dr. Roy's Drive-Phase 3, George Town,
Grand Cayman, British West Indies. GIL II is a corporation
organized under the laws of the British Virgin Islands having their
principal business office at c/o Coutts & Company (Cayman) Limited,
West Bay Road, Grand Cayman, British West Indies. GIASL is a
Bermuda corporation with its principal business office at c/o
Appleby, Spurling & Kempe, Cedar House, 41 Cedar Avenue, Hamilton
HM12, Bermuda. The Foundation is a private foundation having its
principal offices at 165 West Liberty Street, Reno, Nevada 89501.
Lynch is an Indiana corporation having its principal business
office at 8 Sound Shore Drive, Greenwich, CT 06830. Spinnaker is
a Delaware corporation having its principal business office at 251
Welton Street, Hamden, CT 06511.
For information required by instruction C to Schedule 13D
with respect to the executive officers and directors of the
foregoing entities and other related persons (collectively,
"Covered Persons"), reference is made to Schedule I annexed hereto
and incorporated herein by reference.
(d) and (e) - On December 8, 1994, the SEC instituted
and simultaneously accepted offers for the settlement of an
administrative proceeding against Gabelli & Company and GAMCO. The
order instituting the proceeding included a finding, which Gabelli
& Company and GAMCO neither admitted nor denied, that they failed
to implement and maintain policies and procedures reasonably
designed to prevent the misuse of material, nonpublic information
by not sepecifically addressing the special circumstances that
arose from their affiliation with Lynch Corporation, a public
company. To resolve this matter, Gabelli & Company and GAMCO
agreed to cease and desist from violating Section 15(f) of the 1934
Act and Section 204A of the Advisers Act, respectively. They
further agreed to each pay a civil penalty in the amount of
$50,000, and to retain, and adopt the recommendations of, an
independant consultant regarding their Section 15(f) and Section
204A policies and procedures.
(f) - Reference is made to Schedule I hereto.
Item 3. Source and Amount of Funds or Other Consideration
Reporting Persons used an aggregate of approximately
$11,906,894 to purchase the Securities reported as beneficially
owned in Item 5 below. GAMCO and GFI used approximately $8,858,644
and $1,753,050, respectively, of funds that were provided through
the accounts of certain of their investment advisory clients (and,
in the case of some of such accounts at GAMCO, may be through
borrowings from client margin accounts) in order to purchase the
Securities for such clients. Gabelli Associates used approximately
$1,079,000 of the investing funds of the partnership to purchase
Securities reported by it. GAL used approximately $216,200 of
working capital to purchase the Securities reported by it.
Item 4. Purpose of Transaction
Each of the Reporting Persons, with the exceptions of
Lynch and its affiliates, has purchased and holds the Securities
reported by it for investment for one or more accounts over which
it has shared, sole, or both investment and/or voting power, for
its own account, or both.
The Reporting Persons, with the exceptions of Lynch and
its affiliates, are engaged in the business of securities analysis
and investment and pursue an investment philosophy of identifying
undervalued situations. In pursuing this investment philosophy,
the Reporting Persons analyze the operations, capital structure and
markets of companies in which they invest, including the Issuer, on
a continuous basis through analysis of documentation and discus-
sions with knowledgeable industry and market observers and with
representatives of such companies (often at the invitation of
management). The Reporting Persons do not believe they possess
material inside information concerning the Issuer. As a result of
these analytical activities one or more of the Reporting Persons
may issue analysts reports, participate in interviews or hold
discussions with third parties or with management in which the
Reporting Person may suggest or take a position with respect to
potential changes in the operations, management or capital
structure of such companies as a means of enhancing shareholder
values. Such suggestions or positions may relate to one or more of
the transactions specified in clauses (a) through (j) of Item 4 of
the Schedule 13D form, including, without limitation, such matters
as disposing of one or more businesses, selling the company or
acquiring another company or business, changing operating or
marketing strategies, adopting or not adopting, certain types of
anti-takeover measures and restructuring the company's capitaliza-
tion or dividend policy.
Each of the Reporting Persons intends to adhere to the
foregoing investment philosophy with respect to the Issuer. How-
ever, none of the Reporting Persons intends to seek control of the
Issuer or participate in the management of the Issuer, and any
Reporting Person that is registered as an investment company under
the l940 Act will participate in such a transaction only following
receipt of an exemption from the SEC under Rule l7D-l under the
l940 Act, if required, and in accordance with other applicable law.
In pursuing this investment philosophy, each Reporting
Person will continuously assess the Issuer's business, financial
condition, results of operations and prospects, general economic
conditions, the securities markets in general and those for the
Issuer's securities in particular, other developments and other
investment opportunities, as well as the investment objectives and
diversification requirements of its shareholders or clients and its
fiduciary duties to such shareholders or clients. Depending on
such assessments, one or more of the Reporting Persons may acquire
additional Securities or may determine to sell or otherwise dispose
of all or some of its holdings of Securities. Although the
Reporting Persons share the same basic investment philosophy and
although portfolio decisions are made by or under the supervision
of Mr. Gabelli, the investment objectives and diversification
requirements of various clients differ from those of other clients
so that one or more Reporting Persons may be acquiring Securities
while others are disposing of Securities.
With respect to voting of the Securities, the Reporting
Persons have adopted general voting policies relating to voting on
specified issues affecting corporate governance and shareholder
values. Under these policies, the Reporting Persons generally vote
all securities over which they have voting power in favor of
cumulative voting, financially reasonable golden parachutes, one
share one vote, management cash incentives and pre-emptive rights
and against greenmail, poison pills, supermajority voting, blank
check preferred stock and super-dilutive stock options. Exceptions
may be made when management otherwise demonstrates superior sen-
sitivity to the needs of shareholders. In the event that the
aggregate voting position of all joint filers shall exceed 25% of
the total voting position of the issuer then the proxy voting
committees of each of the Funds shall vote their Fund's shares
independently.
Each of the Covered Persons who is not a Reporting Person
has purchased the Securities reported herein as beneficially owned
by him for investment for his own account or that of one or more
members of his immediate family. Each such person may acquire
additional Securities or dispose of some or all of the Securities
reported herein with respect to him.
Other than as described above, none of the Reporting
Persons and none of the Covered Persons who is not a Reporting
Person has any present plans or proposals which relate to or would
result in any transaction, change or event specified in clauses (a)
through (j) of Item 4 of the Schedule 13D form.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to
which this Schedule 13D relates is 1,067,100 shares, representing
7.80% of the 13,682,079 shares outstanding as reported in the Issu-
er's most recent Form 10-Q for the quarter ended March 31, 1997.
The Reporting Persons beneficially own those Securities as follows:
Shares of % of
Common Class of
Name Stock Common
GFI:
As Principal 0 0.00%
As Agent 162,500 1.19%
GAMCO:
As Principal 0 0.00%
As Agent 784,600 5.73%
GAL: 20,000 0.15%
Gabelli Associates: 100,000 0.73%
Mario J. Gabelli 0 0.00%
(b) Each of the Reporting Persons and Covered Persons has
the sole power to vote or direct the vote and sole power to dispose
or to direct the disposition of the Securities reported for it,
either for its own benefit or for the benefit of its investment
clients or its partners, as the case may be, except that (i) GFI
has sole dispositive and voting power with respect to the shares of
the Issuer held by the Funds so long as the aggregate voting
interest of all joint filers does not exceed 25% of their total
voting interest in the Issuer and, in that event, the Proxy Voting
Committee of each Fund shall respectively vote that Fund's shares,
(ii) at any time, the Proxy Voting Committee of each such Fund may
take and exercise in its sole discretion the entire voting power
with respect to the shares held by such fund under special
circumstances such as regulatory considerations, and (iii) the
power of Mr. Gabelli and GFI is indirect with respect to Securities
beneficially owned directly by other Reporting Persons.
(c) Information with respect to all transactions in the
Securities which were effected during the past sixty days by each
of the Reporting Persons and Covered Persons is set forth on
Schedule II annexed hereto and incorporated herein by refer-
ence.
(d) The investment advisory clients of GFI and GAMCO, the
partners of the various partnerships managed by Mr. Gabelli and
GSI (including GPP, Gabelli Associates, ALCE, and Multimedia
Partners to the extent of their economic interest there-in) and the
shareholders of GIL and GIL II which Mr. Gabelli manages and GAL
which is managed by GSI have the sole right to receive and, subject
to the notice, withdrawal and/or termination provisions of such
advisory contracts and partnership arrangements, the sole power to
direct the receipt of dividends from, and the proceeds of sale of,
any of the Securities beneficially owned by such Reporting Persons.
Except as noted, no such client or partner has an interest by
virtue of such relationship that relates to more than 5% of the
Securities. Neither Mr. Gabelli nor GFI nor any of such other
Reporting Persons has an economic interest in any of the Securities
reported herein except those reported as being directly owned by
GFI, GAMCO, Mr. Gabelli, Gabelli & Company, GSI, GIL, GIL II, GAL,
GPP, Lynch and its affiliates, the Plan, Gabelli Associates, ALCE
and Multimedia Partners.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The powers of disposition and voting of GFI and GAMCO
with respect to Securities owned beneficially by them on behalf of
their investment advisory clients, of GLI, Mr. Gabelli and GSI with
respect to Securities owned beneficially by them on behalf of the
partnerships which they directly or indirectly manage, and of GIL
and GAL with respect to Securities owned beneficially by them on
behalf of their shareholders, are held pursuant to written
agreements with such clients and partnerships. The pertinent
portions of forms of such agreements utilized by such Reporting
Persons are filed as Exhibits hereto.
Item 7. Material to be Filed as an Exhibit
The following Exhibit A is attached hereto. The
following Exhibits B, D, E and F are incorporated herein by
reference to Exhibits B, D, E and F in Schedule 13D of various
Gabelli entities dated June 19, l989 relating to the Common Stock
of Lincoln Telecommunications Company. The following Exhibit K is
incorporated by reference to Exhibit K in Amendment No. 3 to
Schedule 13D of various Gabelli entities dated January 3, 1989
relating to the Common Stock of Wynn's International. The
following Exhibit N is incorporated by reference to Exhibit N to
Schedule 13D of various Gabelli entities dated October 9, 1989
relating to the Common Stock of Graphic Technology, Inc. The
following Exhibit BB is incorporated by reference to Exhibit BB in
Amendment No. 6 to Schedule 13D of various Gabelli entities dated
November 3, 1992 relating to the Common Stock of Hector Communica-
tions. The following Exhibit CC is incorporated by reference to
Exhibit CC in Amendment No. 10 to Schedule 13D of various Gabelli
entities dated November 9, 1992 relating to the Common Stock of The
Liberty Corporation. The following Exhibit LL is incorporated by
reference to Exhibit LL in the initial Schedule 13D of various
Gabelli entities dated June 27, 1995 relating to the Common Stock
of Pulitzer Publishing. The following Exhibit RR is incorporated
by reference to Exhibit RR in Amendement No. 16 to Schedule 13D of
various Gabelli entities dated April 23, 1996 relating to the
Common Stock of Aaron Rents, Inc.
Exhibit A: Joint Filing Agreement
Exhibit B: Pertinent portions of form of investment
advisory agreement used by GAMCO Inves-
tors, Inc.
Exhibit D: Pertinent portions of Gabelli Funds, Inc.
advisory agreements.
Exhibit E: Pertinent portions of Gabelli Asset Fund
and Gabelli Growth Fund voting procedu-
res.
Exhibit F: Pertinent portions of partnership agree-
ments to which Gabelli Associates, GLI
and GPP are parties.
Exhibit K: Pertinent portions of the Investment
Management Agreement of GIL.
Exhibit N: Pertinent portions of the Investment
Management Agreement of GAL.
Exhibit BB: Memorandum of understanding between
Gabelli Funds, Inc., Mario J. Gabelli
and the Federal Communications Commission
(dated November 3, 1992).
Exhibit CC: Joint motion for approval of memorandm
of understanding file with FCC by
Gabelli Funds, Inc., Mario J. Gabelli
and the Federal Communications Commis-
sion (dated November 9, 1992).
Exhibit LL: Powers of Attorney to Stephen G. Bondi,
Steven M. Joenk, and James E. McKee from
Joseph H. Epel.
Powers of Attorney to Stephen G. Bondi,
Steven M. Joenk, and James E. McKee from
Robert E. Dolan.
Powers of Attorney to Stephen G. Bondi,
Steven M. Joenk, and James E. McKee from
Mario J. Gabelli.
Exhibit RR: Powers of Attorney to Stephen G. Bondi,
Steven M. Joenk, and James E. McKee from
Marc J. Gabelli.<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: August 7, 1997
MARIO J. GABELLI
By:_____________________________
James E. McKee
Attorney-in-Fact
GABELLI FUNDS, INC.
By:_________________________
James E. McKee
General Counsel
GAMCO INVESTORS, INC.
By:_________________________
Douglas R. Jamieson
Executive Vice President
GABELLI ASSOCIATES FUND
By:__________________________
Gabelli Securities, Inc.,
General Partner
by: James E. McKee
Secretary
GABELLI ASSOCIATES LIMITED
By:__________________________
Gabelli Securities, Inc.,
Investment Manager
by: James E. McKee
Secretary
Schedule I
Information with Respect to Executive
Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent part, as
follows:
The following sets forth as to each of the executive offi-
cers and directors of the undersigned: his name; his business address;
and his present principal occupation or employment and the name,
principal business and address of any corporation or other organiza-
tion in which such employment is conducted. Unless otherwise speci-
fied, the principal employer of each such individual is Gabelli Funds,
Inc., Gabelli & Company, Inc., or GAMCO Investors, Inc., the business
address of each of which is One Corporate Center, Rye, New York 10580,
and each such individual identified below is a citizen of the United
States. To the knowledge of the undersigned, during the last five
years, no such person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and no such
person was a party to a civil proceeding of a judicial or administra-
tive body of competent jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining future viola-
tions of, or prohibiting or mandating activities subject to, federal
or state securities law or finding any violation with respect to such
laws except as reported in Item 2(d) of this Schedule 13D.
<PAGE>
Gabelli Funds, Inc.
Directors:
Mario J. Gabelli*
Richard B. Black Chairman of Raster Image
Processing Systems; Chairman
ECRM; Director of Archetype
and Oak Technology; Director
of The Morgan Group, Inc.;
General Partner of KBA Part-
ners, Parker Plaza
400 Kelby Street,
Fort Lee, NJ 07029
Charles C. Baum Chairman, Director and Chief Execu-
tive Officer of The Morgan Group,
Inc.;
Secretary & Treasurer
United Holdings
2545 Wilkens Avenue
Baltimore, MD 21223
Dr. Eamon M. Kelly President
Tulane University
218 Gibson Hall
6823 St. Charles Avenue
New Orleans, LA 70118
Marc J. Gabelli Vice President
Officers:
Mario J. Gabelli Chairman, Chief Executive
Officer and Chief Investment
Officer
Stephen G. Bondi Executive Vice President,
Chief Financial and Admin-
istrative Officer
James E. McKee Vice President, General
Counsel and Secretary
_____________________
* Mr. Gabelli is the Chairman, Chief Executive Officer and Chief
Investment Officer of Gabelli Funds, Inc. and of GAMCO Investors, Inc.;
Director/Trustee of all registered investment companies advised by
Gabelli Funds, Inc.; Chairman and Chief Executive Officer of Lynch
Corporation.
<PAGE>
GAMCO Investors, Inc.
Directors:
Mario J. Gabelli
Douglas R. Jamieson
Joseph R. Rindler, Jr.
Regina M. Pitaro
F. William Scholz, II
Officers:
Mario J. Gabelli Chief Executive Officer
and Chief Investment Officer
Joseph R. Rindler, Jr. Chairman
Douglas R. Jamieson Executive Vice President
Stephen G. Bondi Vice President
James E. McKee Vice President, General Counsel
and Secretary
Gabelli Securities, Inc.
Directors:
Robert W. Blake President of W.R. Blake
& Sons, Inc.
196-20 Northern Boulevard
Flushing, NY 11358
Douglas G. DeVivo General Partner of ALCE
Partners, L.P.
One First Street, Suite 16
Los Altos, CA 94022
Ronald L. Gallatin Consultant
Gabelli Securities, Inc.
One Corporate Center
Rye, NY 10580
Francine Sommer Chief Executive Officer of
General Partner of Gabelli
Multimedia Partners, L.P.
One Corporate Center
Rye, NY 10580
Joseph R. Rindler, Jr. See above
Officers:
Gary P. Watson Executive Vice President,
Chief Financial and Admin-
istrative Officer
Stephen G. Bondi Vice President
James E. McKee Secretary
Gabelli & Company, Inc.
Directors:
James G. Webster, III Chairman
Stephen G. Bondi See above
Donald C. Jenkins Director of Research
Officers:
James G. Webster, III Chairman
Stephen G. Bondi Vice President
Bruce N. Alpert Vice President-Mutual Funds
Walter K. Walsh Compliance Officer
James E. McKee Secretary
GLI, Inc.
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
Officers:
Mario J. Gabelli Chairman and Chief Investment
Officer
Stephen G. Bondi Vice President
Gabelli Associates Limited
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British
WestIndies
Officers:
Mario J. Gabelli Chief Investment Officer
Kevin Bromley Vice President, Treasurer and
Assistant Secretary
Sandra Wight Secretary and Assistant Treasurer
Gabelli International Limited
Directors:
Mario J. Gabelli See above-Gabelli Funds, Inc.
MeesPierson (Cayman) British American Centre
Limited Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Officers:
Kevin Bromley Vice President, Treasurer, and
Assistant Secretary
MeesPierson (Cayman) Limited
British American Centre
Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Sandra Wight Secretary and Assistant Treasurer
Assistant Secretary
MeesPierson (Cayman) Limited
British American Centre
Dr. Roy's Drive- Phase 3
Georgetown, Grand Cayman
Cayman Islands, British West Indies
Gabelli Asset Management Company
International Advisory Services Ltd.
Directors:
Marc J. Gabelli See above-Gabelli Funds, Inc.
Stephen G. Bondi See Above-Gabelli Funds, Inc.
Joseph R. Rindler, Jr. See above-GAMCO Investors, Inc.
Michael J. Burns Appleby, Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton, HM12
Bermuda
Douglas Molyneux Appleby, Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton, HM12
Bermuda
Lynch Corporation
8 Sound Shore Drive
Greenwich, CT 06830
Directors:
Paul J. Evanson President
Florida Light & Power Co.
P.O Box 14000
700 Universe Blvd.
Juno Beach, Fl 33408
Morris Berkowitz Business Consultant
163-43 Willets Point Blvd.
Whitestone, NY 11357
Mario J. Gabelli See above-Gabelli Funds, Inc.
Paul Woolard Business Consultant
116 East 68th Street
New York, NY 10021
E. Val Cerutti Business Consultant
Cerutti Consultants
227 McLain Street
Mount Kisco, NY 10549
Ralph R. Papitto Chairman of the Board
AFC Cable Systems, Inc.
50 Kennedy Plaza
Suite 1250
Providence, RI 02903
Salvatore Muoio S. Muoio & Co., LLC
655 Third Avenue
New York, NY 10017
John C. Ferrara 110 Edward Place
Stamford, CT 06905
Officers:
Mario J. Gabelli Chairman and Chief Executive Officer
Joseph H. Epel Treasurer
Robert E. Dolan Chief Financial Officer
Carmine Ceraolo Assistant Controller
Robert A. Hurwich Vice President-Administration,
Secretary and General Counsel
Spinnaker Industries, Inc.
600 N. Pearl Street
Suite 2160
Dallas, TX 75201
Directors:
Joseph P. Rhein 5003 Central Avenue
Ocean City, NJ 08226
Richard J. Boyle The Boyle Group, Inc.
6110 Blue Circle Drive
Suite 250
Minnetonka, MN 55343
Ned N. Fleming, III Boyle, Fleming,
George & Co., Inc.
600 N. Pearl Street
Suite 2160
Dallas, TX 75201
Robert E. Dolan See above Lynch Corporation
Anthonie C. van Ekris Chairman and Chief
Executive Officer
Balmac International, Inc.
61 Broadway
Suite 1900
New York, NY 10006
Officers:
James W. Toman Controller
Ned N. Fleming, III President
Richard J. Boyle Chairman and
Chief Executive Officer
Robert A. Hurwich Secretary
Mark A. Matteson Vice President, Corporate
Development
Entoleter, Inc.
251 Welton Street
Hamden, CT 06517
Directors:
Ned N. Fleming, III See above-Spinnaker
Mark A. Matteson See above-Spinnaker
James W. Toman See above-Spinnaker
Robert P. Wentzel See above Entoleter
James Fleming 230 Saugatuck Avenue, Unit 8
Westport, CT 06880
Officers:
James W. Toman Chief Financial Officer
and Secretary
Robert P. Wentzel President
Anthony R. Massaro Vice President-Manufacturing
Western New Mexico Telephone Company
314 Yankee Street
Silver City, NM 88062
Directors:
Jack C. Keen Chairman
Jack W. Keen President
Dr. Brian E. Gordon Vice President
Mary Beth Baxter Secretary & Treasurer
Robert E. Dolan See above-Lynch Corporation
Robert A. Hurwich See above-Lynch Corporation
Carmine Ceraolo See above-Lynch Corporation
Officers:
Jack C. Keen Chairman of the Board
Jack W. Keen President
Jack L. Bentley Executive Vice President
Dr. Brian E. Gordon Vice President
Charles M. Baxter Sr. Vice President-Operations
Mary Beth Baxter Secretary & Treasurer
Robert A. Hurwich Assistant Treasurer
Inter-Community Telephone Company
P.O. Box A
Nome, ND 58062
Directors:
Mary J. Carroll See above-Lynch Corporation
Carmine P. Ceraolo See above-Lynch Corporation
Robert E. Dolan See above-Lynch Corporation
Joseph H. Epel See above-Lynch Corporation
Robert A. Hurwich See above-Lynch Corporation
Leone A. Nilsen President
Roger J. Nilsen P.O. Box 146
Hannaford, ND 58448
Duane A. Plecity Secretary
Harry B. Snyder P.O. Box 131
Buffalo, ND 58011
Robert Snyder 200 Broadway South
Buffalo, ND 58011
Officers:
Leone A. Nilsen President
Robert Snyder Vice President
Duane A. Plecity Secretary
Harry B. Snyder Treasurer
Joseph H. Epel Assistant Treasurer
Robert A. Hurwich Assistant Secretary
Lynch Telecommunications Corporation
8 Sound Shore Drive
Greenwich, CT 06830
Directors:
Richard A. Kiesling 2801 International Lane
Suite 207
Madison, WI 53740
Jack C. Keen See above-Western New Mexico
Telephone Company
Robert A. Snyder See above-Inter-Community
Telephone Company
Officers:
Robert A. Hurwich Secretary
Mary Beth Baxter Treasurer and
Assistant Secretary
Robert E. Dolan Controller
Lynch Telephone Corporation
8 Sound Shore Drive
Greenwich, CT 06830
Directors:
Robert E. Dolan Controller
Jack C. Keen Chairman
Officers:
Jack C. Keen Chairman
Jack W. Keen President
Robert A. Hurwich Secretary
Mary Beth Baxter Treasurer and
Assistant Secretary
Robert E. Dolan Controller
<PAGE>
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with all other Reporting Entities (as such term is
defined in the Schedule 13D referred to below) on behalf of each of
them of a statement on Schedule 13D (including amendments there-
to) with respect to the Common Stock, par value $0.01 per share, of
Katz Media Group, Inc. and that this Agreement be included as an
Exhibit to such joint filing. This Agreement may be executed in
any number of counterparts all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement this 29th day of July, 1997.
MARIO J. GABELLI
By:____________________________
James E. McKee
Attorney-in-Fact
GABELLI FUNDS, INC.
By:_________________________
James E. McKee
General Counsel
GAMCO INVESTORS, INC.
By:_________________________
Douglas R. Jamieson
Executive Vice President
GABELLI SECURITIES, INC.
By:_________________________
James E. McKee
Secretary
GABELLI & COMPANY, INC.
By:_________________________
James E. McKee
Secretary
GABELLI PERFORMANCE
PARTNERSHIP, L. P.
By:_________________________
Mario J. Gabelli,
General Partner
by: James E. McKee
Attorney-in-Fact
GLI, INC.
By:_________________________
Mario J. Gabelli
Chairman
by: James E. McKee
Attorney-in-Fact
GABELLI ASSOCIATES FUND
By:_________________________
Gabelli Securities, Inc.,
General Partner
by: James E. McKee
Secretary
GABELLI ASSOCIATES LIMITED
By:_________________________
Gabelli Securities,Inc.,
Investment Manager
by: James E. McKee
Secretary
GABELLI & COMPANY, INC.
PROFIT SHARING PLAN
By:_________________________
Douglas R. Jamieson
Executive Vice President
GABELLI INTERNATIONAL LIMITED
By:_________________________
Mario J. Gabelli, Chairman
and Investment Manager
by: James E. McKee
Attorney-in-Fact
GABELLI INTERNATIONAL II LIMITED
By:_________________________
Mario J. Gabelli, Chairman
and Investment Manager
by: James E. McKee
Attorney-in-Fact
LYNCH CORPORATION
By:________________________
Joseph H. Epel, Treasurer
by: James E. McKee
Attorney-in-Fact
SPINNAKER INDUSTRIES
By:_________________________
Joseph H. Epel, Treasurer
by: James E. McKee
Attorney-in-Fact
WESTERN NEW MEXICO
By:____________________________
Joseph H. Epel, Treasurer
by: James E. McKee
Attorney-in-Fact
ALCE Partners, L.P.
By:__________________________
Gabelli Securities, Inc.
General Partner
by: James E. McKee
Secretary
GABELLI MULTIMEDIA
PARTNERS, L.P.
By:__________________________
Gabelli Securities, Inc.
General Partner
by: James E. McKee
Secretary
INTER-COMMUNITY TELEPHONE COMPANY
By:___________________________
Joseph H. Epel, Treasurer
by: James E. McKee
Attorney-in-Fact
GABELLI ASSET MANAGEMENT COMPANY
INTERNATIONAL ADVISORY
SERVICES LIMITED
By:___________________________
Marc J. Gabelli
Director
by: James E. McKee
Attorney-in-Fact
GABELLI FOUNDATION, INC.
By:___________________________
Mario J. Gabelli, President
by: James E. McKee
Attorney-in-Fact
SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
SHARES PURCHASED AVERAGE
DATE SOLD(-) PRICE(2)
COMMON STOCK-KATZ MEDIA GROUP INC
GAMCO INVESTORS, INC.
7/16/97 10,000 10.8125
GABELLI FUNDS, INC.
THE GABELLI GLOBAL MULTI MEDIA TRUST
7/16/97 110,000 10.8625
7/16/97 35,000- 10.8625
THE GABELLI CONVERTIBLE SECURITIES FUND
7/17/97 22,500 10.8625
7/16/97 25,000- 10.8625
7/16/97 50,000 10.8625
THE GABELLI ABC FUND
7/16/97 25,000- 10.8625
7/16/97 50,000 10.8625
GAMCO INVESTORS, INC.
7/24/97 10,000 10.8750
7/23/97 20,000 10.8750
7/17/97 160,000 10.8671
7/16/97 50,000 10.8094
GAMCO INVESTORS, INC.
7/28/97 10,000 10.8750
7/25/97 9,700 10.8750
7/24/97 7,000 10.8750
7/23/97 300- 10.8750
7/23/97 500 10.8750
7/22/97 300 10.8750
7/18/97 3,000 10.7500
7/17/97 11,600 10.8671
7/16/97 2,600 10.8094
GABELLI ASSOCIATES FUND
7/16/97 15,000 10.8125
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE AMERICAN STOCK EXCHANGE.
(2) PRICE EXCLUDES COMMISSION.
