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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 28, 1997
Katz Media Group, Inc. Katz Media Corporation
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(Exact Name of Registrant as (Exact Name of Registrant as
Specified in Charter) Specified in Charter)
1-13674 0-24214
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(Commission File No.) (Commission File No.)
13-3779269 13-3779266
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(IRS Employer (IRS Employer
Identification No.) Identification No.)
Delaware Delaware
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(State or Other Jurisdiction (State or Other Jurisdiction
of Incorporation) of Incorporation)
125 West 55th Street
New York, NY 10019
(Address of Principal
Executive Offices)
(212) 424-6000
(Registrant's telephone
number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On October 28, 1997, Morris Acquisition Corporation
("Morris"), a Delaware corporation and indirect, wholly-owned subsidiary of
Chancellor Media Corporation, a Delaware corporation ("Chancellor Media") was
merged (the "Parent Merger") with and into Katz Media Group, Inc., a Delaware
corporation ("KMG"), pursuant to a Merger Agreement by and among Morris, KMG,
Evergreen Media Corporation and Chancellor Broadcasting Company, dated July 14,
1997 (the "Merger Agreement"), with KMG surviving the Parent Merger. The
Parent Merger occurred subsequent to the completion of a tender offer (the
"Offer") by Morris for any and all outstanding shares of common stock, par
value $.01 per share (the "Shares") of KMG at a cash price of $11.00 per Share,
which offer expired on October 24, 1997. Shares were accepted for payment in
the Offer on October 27, 1997. Pursuant to the Offer, a total of 13,449,085
Shares were tendered to and purchased by Morris, representing approximately 99%
of the outstanding Shares. Following consummation of the Offer, the Parent
Merger was effected as a "short-form" merger pursuant to Section 253 of the
General Corporation Law of the State of Delaware. As a result of the Parent
Merger, KMG became a wholly-owned subsidiary of Chancellor Mezzanine Holdings
Corporation ("CMHC"), a Delaware corporation and direct, wholly-owned
subsidiary of Chancellor Media.
Morris obtained the funds necessary to acquire the Shares from
a capital contribution made to Morris by CMHC. CMHC obtained the funds
necessary to make this capital contribution from a distribution made to CMHC by
Chancellor Media Corporation of Los Angeles ("CMCLA"), a Delaware corporation
and wholly-owned subsidiary of CMHC. CMCLA obtained the funds necessary to
make this distribution through borrowings under its Senior Credit Facility,
dated April 25, 1997, as amended, among CMCLA and the banks and other financial
institutions named therein (the "Senior Credit Facility"). The Senior Credit
Facility (including the identity of the lenders and financial institutions) is
described in the Tender Offer Statement on Schedule 14D-1, dated July 18, 1997,
of Chancellor Broadcasting Company, Evergreen Media Corporation and Morris, and
has previously been filed as Exhibit 4.10 to the Current Report on Form 8-K
dated April 1, 1997 and filed May 9, 1997 with the Securities and Exchange
Commission by Chancellor Media (which, at that time, was named Evergreen Media
Corporation).
In accordance with the terms of the Merger Agreement, eight
members of the Board of Directors of KMG -- James E. Beloyianis, Stuart O.
Olds, David M. Wittels, Michael J. Connelly, Thompson Dean, Steven J. Gilbert,
Thomas J. Barry and Robert Marbut -- resigned, and Scott K. Ginsburg, James E.
de Castro, Matthew E. Devine and Kenneth J. O'Keefe were elected to fill
vacancies on the Board of Directors of KMG.
Prior to consummation of the Offer, KMG was controlled by DLJ
Merchant Banking Partners, L.P. and certain of its affiliates, which held in
the aggregate approximately 6,666,668 Shares, or approximately 49% of the
outstanding Shares. All of such Shares were tendered in, and purchased by
Morris pursuant to, the Offer.
Other than a pledge made in connection with the Senior Credit
Facility described above, there are no arrangements, including any pledge of
securities of KMG or entities that control KMG, the operation of which may at a
subsequent date result in a change of control of KMG.
Subsequent to the Parent Merger, on October 28, 1997, Katz
Media Corporation ("KMC"), a Delaware corporation and wholly-owned subsidiary
of KMG, was merged (the "Subsidiary Merger") with and into CMCLA, with CMCLA
surviving the Subsidiary Merger. In connection with the Subsidiary Merger,
each outstanding share of common stock of KMC was converted into 0.4 shares of
common stock of CMCLA, with the result that 40 shares of common stock of CMCLA
were issued to KMG in the Subsidiary Merger. In connection with the Subsidiary
Merger, CMCLA refinanced all borrowings under KMC's previous senior loan
agreement with borrowings under the Senior Credit Facility, and assumed the
obligations under KMC's $100 million aggregate principal amount of 10-1/2%
Senior Subordinated Notes due 2007 (the "KMC Notes"). Prior to the
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completion of the Subsidiary Merger, the indenture (the "Indenture") governing
the KMC Notes had been amended and restated in order to facilitate the
Subsidiary Merger and to conform certain covenants and definitions in the
Indenture with certain covenants applicable to CMCLA under its other
outstanding high yield debt securities. Holders of 100% aggregate principal
amount of the KMC Notes granted their consent to the amendment and restatement
of the Indenture.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, each of the registrants has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Katz Media Group, Inc. Chancellor Media Corporation of
Los Angeles, as successor by
merger to Katz Media Corporation
By: /s/ RICHARD E. VENDIG By: /s/ MATTHEW E. DEVINE
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Richard E. Vendig Matthew E. Devine
Senior Vice President, Chief Senior Vice President
Financial and Administrative Officer, and Chief Financial
Treasurer Officer
Date: November 12, 1997
