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Filed Pursuant to Rule 424(b)(1)
Registration File No.: 333-20619
PROSPECTUS
KATZ LOGO
KATZ MEDIA CORPORATION
OFFER TO EXCHANGE ITS 10 1/2% SERIES B
SENIOR SUBORDINATED NOTES DUE 2007
FOR ANY AND ALL OF ITS OUTSTANDING
10 1/2% SERIES A SENIOR SUBORDINATED NOTES DUE 2007
THE EXCHANGE OFFER WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON MAY 12, 1997,
UNLESS EXTENDED.
Katz Media Corporation, a Delaware corporation (the "Company"), hereby
offers, upon the terms and subject to the conditions set forth in this
Prospectus and the accompanying Letter of Transmittal (which together
constitute the "Exchange Offer"), to exchange $1,000 principal amount of
10-1/2% Series B Senior Subordinated Notes due 2007 (the "New Notes") of the
Company for each $1,000 principal amount of its issued and outstanding 10
1/2% Series A Senior Subordinated Notes due 2007 (the "Old Notes" and,
together with the New Notes, the "Notes") of the Company from the holders
(the "Holders") thereof. The terms of the New Notes are identical in all
material respects to the Old Notes, except that the New Notes have been
registered under the Securities Act of 1933, as amended (the "Securities
Act"), and, therefore, will not bear legends restricting their transfer and
will not contain certain terms providing for an increase in the interest rate
on the Old Notes under certain circumstances relating to the Registration
Rights Agreement (as defined). The New Notes will be issued pursuant to, and
be entitled to the benefits of, the Indenture (as defined) governing the Old
Notes.
The New Notes will bear interest from and including the date of
consummation of the Exchange Offer. Interest on the New Notes will be payable
semi-annually on January 15 and July 15 of each year, commencing July 15,
1997. The New Notes will mature on January 15, 2007. Additionally, interest
on the New Notes will accrue from the last interest payment date on which
interest was paid on the Old Notes surrendered in exchange therefor or, if no
interest has been paid on the Old Notes, from the date of original issuance
of the Old Notes. On or after January 15, 2002, the New Notes will be
redeemable at the option of the Company, in whole or in part, at the
redemption prices set forth herein, plus accrued and unpaid interest and
Liquidated Damages (as defined), if any, to the date of redemption.
Notwithstanding the foregoing, at any time on or before January 15, 2000, the
Company may also redeem up to 35% of the aggregate principal amount of the
Notes originally outstanding with the net proceeds of an offering of equity
securities by the Company or its parent at a redemption price equal to 109.5%
of the principal amount of such Notes, plus accrued and unpaid interest and
Liquidated Damages, if any, to the redemption date; provided that at least
65% in aggregate principal amount of Notes originally issued remains
outstanding immediately after giving effect to such redemption. In the event
of a Change of Control (as defined), holders of New Notes will have the right
to require the Company to purchase their New Notes, in whole or in part, at a
price equal to 101% of the aggregate principal amount thereof. There can be
no assurance that sufficient funds will be available at the time of any
Change of Control to make any required repurchases of the New Notes tendered
and to repay debt under the New Credit Agreement (as defined). See "Risk
Factors--Purchase of Notes Upon a Change of Control" and "Description of
Notes--Repurchase at the Option of Holders--Change of Control."
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SEE "RISK FACTORS" BEGINNING ON PAGE 16 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY HOLDERS PRIOR TO TENDERING THEIR OLD
NOTES IN THE EXCHANGE OFFER.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is April 15, 1997
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KATZ LOGO
KATZ MEDIA CORPORATION
[GRAPHIC OMITTED]
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The New Notes will be general unsecured obligations of the Company,
subordinate in right of payment to all existing and future Senior Debt (as
defined) of the Company, including indebtedness under the New Credit
Agreement, and senior in right of payment to the Katz Notes (as defined) and
any other future subordinated indebtedness of the Company. The Old Notes are,
and the New Notes will be, guaranteed (the "Subsidiary Guarantees") fully and
unconditionally on an unsecured, senior subordinated basis by substantially
all of the Company's existing and future subsidiaries (collectively, the
"Guarantors"). The Subsidiary Guarantees will be senior in right of payment
to the obligations of the Guarantors in respect of the Katz Notes, but will
be subordinated in right of payment to all existing and future Senior Debt of
the Guarantors. See "Description of Notes--Subsidiary Guarantees." At
December 31, 1996, the Company and its subsidiaries had $217.6 million of
indebtedness that would constitute Senior Debt and had additional availability
under the New Credit Agreement of $62.5 million in the aggregate, subject to
the achievement of certain financial ratios and compliance with certain other
conditions. The Indenture permits the Company and its subsidiaries to incur
additional indebtedness, including Senior Debt, subject to certain limitations,
but prohibits the incurrence of any indebtedness that is senior to the Notes
and subordinated to any Senior Debt. See "Capitalization" and "Description of
Notes."
The New Notes are being offered hereunder in order to satisfy certain
obligations of the Company and the Guarantors contained in the Registration
Rights Agreement. Based on interpretations by the staff of the Securities and
Exchange Commission (the "Commission") set forth in no-action letters issued
to third parties, the Company believes that the New Notes issued pursuant to
the Exchange Offer in exchange for Old Notes may be offered for resale,
resold and otherwise transferred by any Holder thereof (other than any such
Holder which is an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such New
Notes are acquired in the ordinary course of such Holder's business and such
Holder has no arrangement or understanding with any person to participate in
the distribution of such New Notes and neither such Holder nor any other
person is engaging or intends to engage in a distribution of such New Notes.
However, the Company has not sought, and does not intend to seek, its own
no-action letter, and there can be no assurance that the staff of the
Commission would make a similar determination with respect to the Exchange
Offer. Notwithstanding the foregoing, each broker-dealer that receives New
Notes for its own account pursuant to the Exchange Offer must acknowledge
that (i) Old Notes tendered by it in the Exchange Offer were acquired in the
ordinary course of its business as a result of market-making or other trading
activities and (ii) it will deliver a prospectus in connection with any
resale of New Notes received in the Exchange Offer. The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with any resale of the New Notes received in exchange for Old Notes where
such Old Notes were acquired by such broker-dealer as a result of
market-making or other trading activities (other than Old Notes acquired
directly from the Company). The Company has agreed that, for a period of one
year following the consummation of the Exchange Offer, it will make this
Prospectus available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution."
The Company has been advised by the Initial Purchaser (as defined) that it
intends to make a market for the New Notes; however, the Initial Purchaser is
not obligated to do so. Any market-making may be discontinued at any time,
and there is no assurance that an active public market for the New Notes will
develop or, that if such a market develops, that it will continue. This
Prospectus may be used by the Initial Purchaser in connection with offers and
sales of the New Notes which may be made by it from time to time in
market-making transactions at negotiated prices relating to prevailing market
prices at the time of sale. The Initial Purchaser may act as principal or
agent in such transaction.
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The Company will not receive any proceeds from the Exchange Offer. The
Company will pay all the expenses incident to the Exchange Offer (which shall
not include the expenses of any Holder in connection with resales of the New
Notes). Tenders of Old Notes pursuant to the Exchange Offer may be withdrawn
at any time prior to the Expiration Date. The Exchange Offer is subject to
certain customary conditions. In the event the Company terminates the
Exchange Offer and does not accept for exchange any Old Notes, the Company
will promptly return the Old Notes to the Holders thereof. The Company will
give oral or written notice of any extension, amendment, non-acceptance or
termination of the Exchange Offer to the Holders of the Old Notes as promptly
as practicable, such notice in the case of any extension to be issued by
means of a press release or other public announcement no later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Date. The Company can, in its sole discretion, extend
the Exchange Offer indefinitely, subject to the Company's obligation to pay
Liquidated Damages if the Exchange Offer is not consummated by June 23, 1997
and, under certain circumstances, file a shelf registration statement with
respect to the Notes. See "The Exchange Offer."
The Exchange Offer is not conditioned upon any minimum principal amount of
Old Notes being tendered for exchange pursuant thereto.
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AVAILABLE INFORMATION
The Company has filed with the Commission a Registration Statement on Form
S-4 (the "Exchange Offer Registration Statement") under the Securities Act
with respect to the New Notes being offered by this Prospectus. This
Prospectus does not contain all of the information set forth in the Exchange
Offer Registration Statement and the exhibits and schedules thereto, certain
portions of which have been omitted pursuant to the rules and regulations of
the Commission. Statements made in this Prospectus as to the contents of any
contract, agreement or other document are not necessarily complete. With
respect to each such contract, agreement or other document filed or
incorporated by reference as an exhibit to the Exchange Offer Registration
Statement, reference is made to such exhibit for a more complete description
of the matter involved, and each such statement is qualified in its entirety
by such reference.
The Exchange Offer Registration Statement and the exhibits and schedules
thereto may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and will also be available for inspection and
copying at the regional offices of the Commission located at 7 World Trade
Center, New York, New York 10048 and at 500 West Madison Street (Suite 1400),
Chicago, Illinois 60661. Copies of such material may also be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission maintains a web
site (http://www.sec.gov) that contains reports, proxy statements and other
information regarding registrants that file electronically with the
Commission. Upon consummation of the Exchange Offer, the Company will become
subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith, will be
required to file periodic reports and other information with the Commission.
Under the terms of the Indenture, whether or not required by the rules and
regulations of the Commission, so long as any Notes are outstanding, the
Company is required to furnish Holders of the Notes (i) all quarterly and
annual financial information that would be required to be contained in a
filing with the Commission on Forms 10-Q and 10-K (excluding exhibits) if the
Company were required to file such Forms, including a "Management's
Discussion and Analysis of Results of Operations and Financial Condition"
that describes the financial condition and results of operations of the
Company and its Restricted Subsidiaries and, with respect to the annual
information only, a report thereon by the Company's certified public
accountants and (ii) all current reports that would be required to be filed
with the Commission on Form 8-K if the Company were required to file such
reports.
STATEMENT REGARDING FORWARD-LOOKING DISCLOSURE
This Prospectus includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act, and Section 21E of the Exchange Act
which represent the Company's expectations or beliefs concerning future
events that involve risks and uncertainties, including those associated with
the effect of national and regional economic conditions, the level of
advertising on the Company's client stations, the ability of the Company to
obtain new clients and retain existing clients, changes in ownership of
client stations and client stations of the Company's competitors, other
developments at clients of the Company, the ability of the Company to realize
cost reductions from its cost containment efforts and developments from
recent changes in the regulatory environment for its clients. All statements
other than statements of historical facts included in this Prospectus,
including, without limitation, the statements under "Prospectus Summary--The
Company," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business" and elsewhere herein are
forward-looking statements. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from
the Company's expectations ("Cautionary Statements") are disclosed in this
Prospectus, including, without limitation, in conjunction with the
forward-looking statements included in this Prospectus and under "Risk
Factors." All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by the Cautionary Statements.
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PROSPECTUS SUMMARY
The following summary is qualified by the more detailed information
(including the financial statements and the notes thereto) appearing
elsewhere in this Prospectus, which should be read in its entirety. Except
where the context requires otherwise, the "Company" refers to Katz Media
Corporation (formerly, Katz Capital Corporation), together with its
subsidiaries. See "--Background." See "Glossary of Selected Terms" for
definitions of certain terms used herein. All market share data and client
station information treats as client stations the stations represented by
National Cable Communications, L.P., the Company's cable joint venture, and
United Television Sales, Inc. ("United Television"), in which the Company
receives a 50% profit participation.
THE COMPANY
The Company is the only full-service media representation firm in the
United States serving multiple types of electronic media, with leading market
shares in the representation of radio and television stations and cable
television systems. The Company is exclusively retained by over 2,000 radio
stations, 340 television stations and 1,500 cable systems to sell national
spot advertising air time throughout the United States. National spot
advertising is commercial air time sold by a radio or television station or
cable system to advertisers located outside its local market. The Company
conducts its business through 65 sales offices, located strategically
throughout the United States, serving broadcast and cable clients located in
over 200 dominant market areas, or DMAs. The Company represents at least one
radio or one television station in each of the 50 largest DMAs and in over
97% of all DMAs. The Company's client stations include network-owned,
network-affiliated and independent stations. The Company provides media
representation services to the United States cable television industry
exclusively through National Cable Communications, L.P. ("NCC" or the "Cable
Joint Venture"), a joint venture formed in January 1995 in conjunction with
four major cable system operators. The Company's net operating revenues and
EBITDA (as defined) were $184.7 million and $50.4 million, respectively, for
the year ended December 31, 1995, and $183.1 million and $44.0 million,
respectively, for the year ended December 31, 1996.
The Company's client stations have a combined national spot advertising
market share, measured as a percentage of gross billings of media
representation firms for 1996, of approximately 53% of the United States spot
radio market (based upon a market size estimated at approximately $1.5
billion for the same period), approximately 24% of the United States spot
television market (based upon a market size estimated at approximately $7.0
billion for the same period) and approximately 59% of the United States cable
market (based upon a market size estimated at approximately $200 million for
the same period). National spot advertising, which is generally purchased by
national advertisers in a variety of local markets in the United States,
typically accounts for approximately 50% of a television station's revenue
and approximately 20% of a radio station's revenue. Radio and television
stations retain media representation firms, pursuant to exclusive
representation contracts, to sell commercial air time to national
advertisers, while such stations have in-house staffs to handle sales to
local advertisers. The representation contracts generally range from one to
ten years in term and continue thereafter until terminated, typically on at
least one year's notice. The Company generally can sell advertising time on a
national level more efficiently and more economically than stations could
themselves due to the Company's national presence through 65 sales offices.
In addition, client stations benefit from the Company's highly skilled,
professionally trained sales organization of approximately 1,400 people
(including the employees of NCC), its extensive on-line computer services and
customized marketing research. The Company offers advertisers "one-stop
shopping" for air time on the Company's large portfolio of client stations
and cable systems.
The Company, with over one hundred years of service to the media industry,
has grown in recent years through advertising revenue increases at its
existing client stations, the acquisition of representation contracts of its
competitors and the selective acquisition of other media representation
firms. Since 1990, the number of radio stations represented by the Company
has increased by approximately 710 and the number of television stations
represented or supported by the Company has increased by approximately
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133. The Company has grown, in part, through the acquisition of other media
representation firms, during a period of significant consolidation in the
media representation industry. The industry consolidation reflects the
competitive pressures on smaller media representation firms and the decision
by certain broadcast station groups to take advantage of the national
presence, economies of scale and comprehensive services offered by
independent media representation firms such as the Company.
The Company has the following three-part operating strategy:
Expand Market Share. To increase its market share, the Company will seek
to expand its operations in existing and new markets by developing new
clients, acquiring representation contracts of its competitors and
selectively pursuing the acquisition of representation firms. The Company
will also pursue new opportunities in developing media technologies such as
Internet marketing, where its subsidiary, Katz Millennium Marketing, provides
representation services to Internet web sites, interactive television
projects and on-line services and, through its Katz International subsidiary,
will seek to increase its presence in international markets.
Provide Highest Quality Service. To better serve its existing clients, the
Company will continue to offer comprehensive advertisement, planning and
placement services, as well as a broad range of value-added benefits,
including marketing, research, consulting and programming advisory services.
The Company believes these services help to improve the ratings of its client
stations, thereby stimulating further demand for the Company's representation
services.
Increase Overall Demand for National Spot Advertising. The Company's
efforts to increase overall demand for national spot advertising are enhanced
by its continued development of the Katz Networks. The Katz Networks refers
to the portfolios of client radio and television stations and cable systems
which the Company packages together (in various combinations) and markets to
advertisers as informal or unwired networks. Advertisers are able to place
advertisements efficiently on as few as two stations or as many as all
stations represented by the Company to target specific demographic groups or
markets. Through these networks of client stations, the Company has the
ability to reach audiences equivalent in size to those of the major radio and
television networks. The Katz Networks also offer flexibility by providing an
alternative to the more limited offerings of the traditional broadcast
networks. The Company believes that the breadth of the Katz Networks cannot
presently be duplicated to the same extent by any other representation firm
because of the large number of client stations required to effectively offer
such a service. In addition, the Company is the only representation firm
engaging in multiple types of electronic media, including radio, television,
cable television and the Internet.
BACKGROUND
The Company is a wholly-owned indirect subsidiary of Katz Media Group,
Inc. ("KMG"). The Company is the survivor of a merger (the "KCC Merger")
between Katz Capital Corporation ("KCC") and the company formerly known as
Katz Media Corporation, its wholly-owned subsidiary ("Katz Media"). The
survivor of the KCC Merger, Katz Capital Corporation, subsequently changed
its name to Katz Media Corporation. In July 1994, DLJ Merchant Banking
Partners, L.P. and related investors (collectively, "DLJMB") and certain
members of current management formed KMG and KCC as holding companies to
acquire all of the outstanding stock of Katz Media from an investor group
that included certain retiring executives, which acquisition was completed on
August 12, 1994 (the "1994 Acquisition"). In April 1995, KMG completed an
initial public offering of 5,500,000 shares of its common stock and
contributed $78.3 million of the proceeds to the Company (the "1995 IPO").
KMG's common stock is listed on the American Stock Exchange under the symbol
"KTZ". As of March 20, 1997, DLJMB beneficially owned approximately 49.4% of
the common stock of KMG, and the management shareholders, consisting of
management and employees of KMG (collectively, the "Management
Shareholders"), beneficially owned approximately 13.1% of the common stock of
KMG. KMG does not have any significant assets or operations other than
through the Company.
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The Company is a Delaware corporation that has its principal executive
offices at 125 West 55th Street, New York, New York 10019, telephone: (212)
424-6000.
THE REFINANCING
On December 19, 1996, the Company completed the refinancing of its
outstanding indebtedness (the "Refinancing"), designed to increase the
availability of funds for working capital purposes and enhance the Company's
operating and financial flexibility. As part of the Refinancing, the Company
(i) consummated a private placement under Rule 144A of the Securities Act,
pursuant to which the Company issued and sold $100.0 million in aggregate
principal amount of Old Notes, (ii) completed a tender offer (the "Tender
Offer") for all of the Company's $100.0 million original principal amount of
123/4% Senior Subordinated Notes due 2002 (the "Katz Notes"), of which $97.8
million aggregate principal amount was outstanding prior to the Refinancing,
pursuant to which it repurchased $97.7 million of the Katz Notes at an
aggregate repurchase price of approximately $109.9 million, (iii) amended the
indenture governing the Katz Notes, which amendments eliminated certain
restrictions on the ability of the Company to incur additional debt, pay
dividends or make other restricted payments or restricted investments and
(iv) replaced its $94.9 million revolving credit agreement (the "Old Credit
Agreement") with a new credit agreement (the "New Credit Agreement")
providing for loans of up to $180.0 million, subject to the achievement of
certain financial ratios and compliance with certain other conditions.
As a result of the Refinancing, at December 31, 1996, the Company had an
aggregate of $62.5 million available under the New Credit Agreement for
working capital purposes, including the purchase of representation contracts,
potential acquisitions and other general corporate purposes, and the possible
repurchase by KMG of its common stock from time to time in the open market.
Of this aggregate amount, approximately $22.5 million was immediately
available and the remaining $40.0 million will become available in the future
subject to the achievement of certain financial ratios and compliance with
certain other conditions.
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THE EXCHANGE OFFER
Registration Rights Agreement . The Old Notes were sold by the Company on
December 19, 1996 to Donaldson, Lufkin &
Jenrette Securities Corporation (the
"Initial Purchaser" or "DLJ"), who placed
the Old Notes with certain institutional and
accredited investors. In connection
therewith, the Company and the Guarantors
executed and delivered for the benefit of
the holders of the Old Notes a registration
rights agreement (the "Registration Rights
Agreement") providing for, among other
things, the Exchange Offer.
The Exchange Offer. ........... New Notes are being offered in exchange for
a like principal amount of Old Notes. Old
Notes may be exchanged only in integral
multiples of $1,000. The Company will issue
the New Notes to Holders promptly following
the Expiration Date. See "Risk
Factors--Consequences of Failure to
Exchange." Holders of the Old Notes do not
have appraisal or dissenters' rights in
connection with the Exchange Offer under
Delaware General Corporation Law, the
governing law of the state of incorporation
of the Company.
Minimum Condition ............. The Exchange Offer is not conditioned upon
any minimum aggregate principal amount of
Old Notes being tendered or accepted for
exchange.
Expiration Date. .............. 12:00 midnight, New York City time, on May
12, 1997, unless the Exchange Offer is
extended, in which case the term "Expiration
Date" means the latest date and time to
which the Exchange Offer is extended.
Conditions to the Exchange
Offer ......................... The Exchange Offer is subject to certain
customary Exchange Offer conditions, which
may be waived by the Company. See "The
Exchange Offer--Conditions." The Company
reserves the right to terminate or amend the
Exchange Offer at any time prior to the
Expiration Date upon the occurrence of any
such condition. NO VOTE OF THE COMPANY'S
SECURITY HOLDERS IS REQUIRED TO EFFECT THE
EXCHANGE OFFER AND NO SUCH VOTE (OR PROXY
THEREFOR) IS BEING SOUGHT HEREBY.
Procedures for Tendering Old
Notes. ........................ Each Holder of Old Notes wishing to accept
the Exchange Offer must complete, sign and
date the Letter of Transmittal, or a
facsimile thereof, in accordance with the
instructions contained herein and therein,
and mail or otherwise deliver such Letter of
Transmittal, or such facsimile, together
with the Old Notes, or a Book-Entry
Confirmation (as defined), as the case may
be, and any other required documentation to
the exchange agent (the "Exchange Agent") at
the address set forth herein. By executing
the Letter of Transmittal, each Holder will
represent to the Company, among other
things, that (i) the New Notes acquired
pursuant to the Exchange Offer by the Holder
and any beneficial owners of Old Notes are
being obtained in
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the ordinary course of business of the
person receiving such New Notes, (ii)
neither the Holder nor such beneficial owner
is participating in, intends to participate
in or has an arrangement or understanding
with any person to participate in the
distribution of such New Notes and (iii)
neither the Holder nor such beneficial owner
is an "affiliate," as defined under Rule 405
of the Securities Act, of the Company. Each
broker-dealer that receives New Notes for
its own account in exchange for Old Notes,
where such Old Notes were acquired by such
broker or dealer as a result of
market-making activities or other trading
activities (other than Old Notes acquired
directly from the Company), may participate
in the Exchange Offer but may be deemed an
"underwriter" under the Securities Act and,
therefore, must acknowledge in the Letter of
Transmittal that it will deliver a
prospectus in connection with any resale of
such New Notes. The Letter of Transmittal
states that by so acknowledging and by
delivering a prospectus, a broker or dealer
will not be deemed to admit that it is an
"underwriter" within the meaning of the
Securities Act. See "The Exchange
Offer--Procedures for Tendering" and "Plan
of Distribution."
Special Procedures for
Beneficial Owners ............ Any beneficial owner whose Old Notes are
registered in the name of a broker, dealer,
commercial bank, trust company or other
nominee and who wishes to tender should
contact such registered Holder promptly and
instruct such registered Holder to tender on
such beneficial owner's behalf. If such
beneficial owner wishes to tender on such
owner's own behalf, such owner must, prior
to completing and executing the Letter of
Transmittal and delivering his or her Old
Notes, either make appropriate arrangements
to register ownership of the Old Notes in
such owner's name or obtain a properly
completed bond power from the registered
Holder. The transfer of registered ownership
may take considerable time. See "The
Exchange Offer--Procedures for Tendering."
Book-Entry Transfer ........... Any financial institution that is a
participant in the Book-Entry Transfer
Facility's (as defined) system may make
book-entry delivery of Old Notes by causing
the Book-Entry Transfer Facility to transfer
such Old Notes into the Exchange Agent's
account at the Book-Entry Transfer Facility
in accordance with such Book-Entry Transfer
Facility's procedures for transfer. See "The
Exchange Offer--Book-Entry Transfer."
Guaranteed Delivery Procedures Holders of Old Notes who wish to tender
their Old Notes and (i) whose Old Notes are
not immediately available, (ii) who cannot
deliver their Old Notes, the Letter of
Transmittal or any other documents required
by the Letter of Transmittal to the Exchange
Agent prior to the Expiration Date or (iii)
who cannot complete the procedure for
book-entry transfer on a
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timely basis, must tender their Old Notes
according to the guaranteed delivery
procedures set forth herein. See "The
Exchange Offer--Guaranteed Delivery
Procedures."
Withdrawal Rights ............. Tenders may be withdrawn at any time prior
to 12:00 midnight, New York City time, on
the Expiration Date. See "The Exchange
Offer--Withdrawal of Tenders."
Acceptance of Old Notes and
Delivery of New Notes ........ The Company will accept for exchange any and
all Old Notes which are properly tendered
and not withdrawn in the Exchange Offer
prior to 12:00 midnight, New York City time,
on the Expiration Date. The New Notes issued
pursuant to the Exchange Offer will be
delivered promptly following the Expiration
Date. See "The Exchange Offer--Terms of the
Exchange Offer."
Federal Income Tax Consequences
............................... The exchange of Old Notes for New Notes by
tendering holders will not be a taxable
exchange for federal income tax purposes,
and such holders will not recognize any
taxable gain or loss or any interest income
for federal income tax purposes as a result
of such exchange. See "Certain Federal
Income Tax Consequences."
Regulatory Approvals .......... The Company does not believe that the
receipt of any material federal or state
regulatory approvals will be necessary in
connection with the Exchange Offer.
Use of Proceeds ............... The Company will not receive any proceeds
from the exchange pursuant to the Exchange
Offer.
Exchange Agent ................ American Stock Transfer & Trust Company is
serving as Exchange Agent in connection with
the Exchange Offer. See "The Exchange
Offer--Exchange Agent."
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SUMMARY DESCRIPTION OF NEW NOTES
Notes Offered ................. $100,000,000 aggregate principal amount of
10 1/2% Series B Senior Subordinated Notes
due 2007.
Maturity ...................... January 15, 2007.
Interest Payment Dates ........ Interest on the New Notes will accrue at the
rate of 10 1/2% per annum payable
semi-annually in cash on January 15 and July
15, commencing on July 15, 1997.
Optional Redemption ........... The New Notes may be redeemed at the option
of the Company, in whole or in part, on or
after January 15, 2002, at the redemption
prices set forth herein, plus accrued and
unpaid interest and Liquidated Damages, if
any, to the date of redemption. In addition,
on or prior to January 15, 2000, the Company
may redeem up to 35% in aggregate principal
amount of the Notes originally outstanding
at a redemption price of 109.5% of the
principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages, if
any, thereon to the redemption date, with
the net proceeds of an offering of equity
securities of the Company or its parent;
provided that at least 65% in aggregate
principal amount of Notes originally issued
remains outstanding immediately after the
occurrence of each such redemption. See
"Description of Notes--Optional Redemption."
Ranking ....................... The New Notes will be general unsecured
obligations of the Company, subordinate in
right of payment to all existing and future
Senior Debt of the Company, including
indebtedness under the New Credit Agreement,
and senior in right of payment to the Katz
Notes and any other future subordinated
indebtedness of the Company. At December 31,
1996, the Company had $217.6 million in
principal amount of Senior Debt outstanding
and had additional availability under the
New Credit Agreement of $62.5 million in the
aggregate, subject to the achievement of
certain financial ratios and compliance with
certain other conditions.
Guarantees .................... The New Notes will be guaranteed (the
"Subsidiary Guarantees") fully and
unconditionally on an unsecured, senior
subordinated basis by substantially all of
the Company's existing and future domestic
subsidiaries (collectively, the
"Guarantors"). The Subsidiary Guarantees
will be senior in right of payment to the
obligations of the Guarantors in respect of
the Katz Notes, but will be subordinated in
right of payment to all existing and future
Senior Debt of the Guarantors, including the
guarantees by the Guarantors of the New
Credit Agreement. See "Description of
Notes--Subsidiary Guarantees."
Change of Control Offer ....... Upon a Change of Control, the holders of the
New Notes will have the right to require the
Company to purchase their New
12
<PAGE>
Notes, in whole or in part, at a price equal
to 101% of the aggregate principal amount
thereof. See "Description of
Notes--Repurchase at the Option of
Holders--Change of Control."
Certain Covenants ............. The Indenture under which the New Notes will
be issued contains certain covenants with
respect to the Company and its Restricted
Subsidiaries (as defined) that limit the
ability of the Company and its Restricted
Subsidiaries to, among other things, (i)
incur additional indebtedness and issue
preferred stock, (ii) pay dividends or make
other distributions or make certain other
restricted payments, (iii) layer
indebtedness, (iv) create certain liens, (v)
sell assets, (vi) enter into certain
transactions with affiliates, (vii) enter
into certain mergers or consolidations or
(viii) sell or issue capital stock of the
Company's subsidiaries. See "Description of
Notes--Certain Covenants."
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS IN CONNECTION WITH AN INVESTMENT IN THE NEW NOTES, SEE
"RISK FACTORS."
13
<PAGE>
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA
The following summary historical consolidated financial data should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Consolidated Financial
Statements, including the notes thereto, which are included elsewhere in this
Prospectus. The summary historical consolidated financial data for the years
ended December 31, 1992 and 1993 and for the period prior to the 1994
Acquisition from January 1, 1994 through August 11, 1994 (the day before the
1994 Acquisition) are derived from the audited Consolidated Financial
Statements of Katz Media (the "Predecessor Company"). The summary
consolidated financial data for the period subsequent to the 1994 Acquisition
from August 12, 1994 (the date of the 1994 Acquisition) through December 31,
1994 and for the years ended December 31, 1995 and 1996 are derived from the
audited Consolidated Financial Statements of the Company. For accounting
purposes, the 1994 Acquisition was treated as a purchase transaction and
accordingly the summary consolidated financial data of the Predecessor
Company is not necessarily comparable in all respects to the summary
consolidated financial data of the Company.
14
<PAGE>
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA
(Dollars in thousands)
<TABLE>
<CAPTION>
THE PREDECESSOR COMPANY
--------------------------------------
PERIOD
YEARS ENDED JANUARY 1
DECEMBER 31, THROUGH
----------------------- AUGUST 11,
1992 1993 1994
-------- -------- --------
(RESTATED) (RESTATED)
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
OPERATING REVENUES, NET ................... $146,034 $156,936 $103,382
OPERATING EXPENSES:
SALARIES AND RELATED COSTS ............... 85,487 91,813 64,866(1)
SELLING, GENERAL AND ADMINISTRATIVE ..... 30,835 32,146 23,680
DEPRECIATION AND AMORTIZATION(3) ........ 12,613 17,514 11,726
PROVISION FOR RELOCATIONS(4) ............. 3,707 350 --
OPERATING INCOME .......................... 13,392 15,113 3,110
INTEREST EXPENSE, NET(5) .................. 9,757 17,888 10,848
OTHER DATA:
EBITDA(6) ................................. $ 33,677 $ 34,410 $ 18,695
EBITDA MARGIN ............................. 23% 22% 18%
PAYMENTS (RECEIPTS) ON STATION
REPRESENTATION CONTRACTS, NET(7) ......... $ 4,114 $ 7,152 $ 2,625
CAPITAL EXPENDITURES....................... 5,411 2,354 1,079
RATIO OF EARNINGS TO FIXED CHARGES (8) .... 1.37X -- --
STATEMENT OF CASH FLOWS DATA:
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES ............................... $ 20,695 $ 8,373 $ (384)
NET CASH (USED IN) INVESTING ACTIVITIES .. (23,051) (10,778) (3,704)
NET CASH PROVIDED BY FINANCING ACTIVITIES (2,282) 2,395 4,297
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
THE COMPANY
------------------------------------
PERIOD
AUGUST 12 YEAR ENDED
THROUGH DECEMBER 31,
DECEMBER 31, ----------------------
1994 1995 1996
------------ --------- ----------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
OPERATING REVENUES, NET ................... $81,403 $184,667 $183,136
OPERATING EXPENSES:
SALARIES AND RELATED COSTS ............... 42,730 99,477 102,920
SELLING, GENERAL AND ADMINISTRATIVE ...... 15,208 39,044 36,238 (2)
DEPRECIATION AND AMORTIZATION(3) ........ 9,127 10,071 9,748
PROVISION FOR RELOCATIONS(4) ............. -- 6,400 --
OPERATING INCOME .......................... 14,338 29,675 34,230
INTEREST EXPENSE, NET(5) .................. 14,874 25,157 20,656
OTHER DATA:
EBITDA(6) ................................. $ 24,013 $ 50,377 $ 44,042
EBITDA MARGIN ............................. 29% 27% 24%
PAYMENTS (RECEIPTS) ON STATION
REPRESENTATION CONTRACTS, NET(7) ......... $ (201) $ 12,166 $ 16,397
CAPITAL EXPENDITURES....................... 1,002 6,046 6,785
RATIO OF EARNINGS TO FIXED CHARGES (8) .... -- 1.18X 1.66X
STATEMENT OF CASH FLOWS DATA:
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES ............................... $ 8,666 $ 15,064 $ 8,626
NET CASH (USED IN) INVESTING ACTIVITIES .. (116,994) (28,965) (23,182)
NET CASH PROVIDED BY FINANCING ACTIVITIES 110,519 12,298 17,355
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
BALANCE SHEET DATA:
Total assets ..................................................... $437,700
Total debt ....................................................... 217,622
Stockholders' equity ............................................. 104,710
</TABLE>
FOOTNOTES TO SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA
(1) Includes $3,000 non-cash charge relating to payments made by a former
shareholder of the Company to certain former executives who were terminated
in connection with the 1994 Acquisition pursuant to a preexisting
agreement.
(2) Includes the $1,500 reversal of relocation costs accrued in 1995 related to
the Company's plan to reduce headquarters facility requirements as the
Company has determined that such plan is no longer economically feasible.
(3) Includes amortization of contract acquisition costs, net.
(4) Non-cash charge related primarily to the relocation of one of the Company's
expanding subsidiary operations in 1995 and abandonment of leaseholds in
1993 and 1992. See Note 8 of Notes to Consolidated Financial Statements and
Note 2 above regarding the 1995 provision for relocations.
(5) Includes non-cash amortization of deferred financing costs of $972 in 1992,
$754 in 1993, $456 in the period January 1, 1994 through August 11, 1994,
$3,668 in the period August 12, 1994 to December 31, 1994, $1,960 in 1995
and $22 in 1996.
(6) EBITDA is defined as operating income, plus depreciation, amortization and
other non-cash items, including non-cash rent expense, the non-cash
provision for relocations, non-cash compensation related to stock options,
plus dividends, if any, from unconsolidated subsidiaries to the extent not
included. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Results of Operations" for a reconciliation of
EBITDA to operating income. EBITDA is presented because it is a widely
accepted financial indicator and is consistent with the definition used for
covenant purposes contained in the New Credit Agreement and the Indenture.
EBITDA should not be considered as an alternative to net income as a
measure of operating results in accordance with generally accepted
accounting principles or as an alternative to cash flows as a measure of
liquidity.
(7) Represents payments made in connection with the acquisition of station
representation contracts, net of payments received in connection with the
sale of station representation contracts.
(8) The ratio of earnings to fixed charges is computed by dividing pretax
income (loss) from operations before interest charges by interest expense,
net. Earnings were insufficient to cover fixed charges for the year ended
December 31, 1993 by $2,775, the periods January 1 through August 11, 1994
and August 12 through December 31, 1994 by $7,738 and $536, respectively.
15
<PAGE>
RISK FACTORS
Holders of Old Notes should carefully consider the specific factors set
forth below as well as the other information included in this Prospectus in
connection with the Exchange Offer. The risk factors set forth below are
generally applicable to the Old Notes as well as the New Notes.
CONSEQUENCES OF FAILURE TO EXCHANGE
Holders of Old Notes who do not exchange their Old Notes for New Notes
pursuant to the Exchange Offer will continue to be subject to the
restrictions on transfer of such Old Notes, as set forth in the legend
thereon, as a consequence of the issuance of the Old Notes pursuant to
exemptions from, or in transactions not subject to, the registration
requirements of the Securities Act and applicable state securities laws. In
general, the Old Notes may not be offered or sold, unless registered under
the Securities Act, except pursuant to an exemption from, or in a transaction
not subject to, the Securities Act and applicable state securities laws.
Except under certain limited circumstances, the Company does not currently
anticipate that it will register the Old Notes under the Securities Act.
Based on interpretations by the staff of the Commission set forth in
no-action letters issued to third parties, the Company believes that the New
Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be
offered for resale, resold or otherwise transferred by any Holder thereof
(other than any such Holder which is an "affiliate" of the Company within the
meaning of Rule 405 under the Securities Act) without compliance with the
registration and prospectus delivery provisions of the Securities Act
provided that such New Notes are acquired in the ordinary course of such
Holder's business and such Holder has no arrangement or understanding with
any person to participate in the distribution of such New Notes and neither
such Holder nor any other person is engaging or intends to engage in a
distribution of such New Notes. However, the Company has not sought, and does
not intend to seek, its own no-action letter, and there can be no assurance
that the staff of the Commission would make a similar determination with
respect to the Exchange Offer. Notwithstanding the foregoing, each
broker-dealer that receives New Notes for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with any resale of New Notes received in exchange for Old Notes where such
Old Notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities (other than Old Notes acquired
directly from the Company). The Company has agreed that, for a period of one
year following the consummation of the Exchange Offer, it will make this
Prospectus available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution." However, the ability of any Holder to
resell the New Notes is subject to applicable state securities laws as
described in "--Blue Sky Restrictions on Resale of New Notes" below. To the
extent that Old Notes are tendered and accepted in the Exchange Offer, the
trading market, if any, for the Old Notes not so tendered could be adversely
affected. See "The Exchange Offer."
FAILURE TO COMPLY WITH EXCHANGE OFFER PROCEDURES
To participate in the Exchange Offer and avoid the restrictions on
transfer of the Old Notes, Holders of Old Notes must transmit a properly
completed Letter of Transmittal, including all other documents required by
such Letter of Transmittal, to the Exchange Agent at one of the addresses set
forth below under "The Exchange Offer--Exchange Agent" on or prior to the
Expiration Date. In addition, either (i) certificates for such Old Notes must
be received by the Exchange Agent along with the Letter of Transmittal or
(ii) a timely confirmation of a book-entry transfer of such Old Notes, if
such procedure is available, into the Exchange Agent's account at the
Book-Entry Transfer Facility pursuant to the procedure for book-entry
transfer described herein, must be received by the Exchange Agent prior to
the Expiration Date, or (iii) the Holder must comply with the guaranteed
delivery procedures described herein and in the Letter of Transmittal. See
"The Exchange Offer."
16
<PAGE>
BLUE SKY RESTRICTIONS ON RESALE OF NEW NOTES
In order to comply with the securities laws of certain jurisdictions, the
New Notes may not be offered or resold by any Holder unless they have been
registered or qualified for sale in such jurisdictions or an exemption from
registration or qualification is available and the requirements of such
exemption have been satisfied. The Company does not currently intend to
register or qualify the resale of the New Notes in any such jurisdictions.
However, an exemption is generally available for sales to registered
broker-dealers and certain institutional buyers. Other exemptions under
applicable state securities laws may also be available.
SUBSTANTIAL LEVERAGE
The Company's indebtedness is substantial in relation to its shareholders'
equity and increased as a result of the Refinancing. At December 31, 1996,
the Company had indebtedness of $217.6 million in the aggregate, including
$117.5 million under the New Credit Agreement, and a ratio of net debt to
EBITDA of 4.87 to 1. In addition, the Company had aggregate availability of
$62.5 million under the New Credit Agreement, subject to the achievement of
certain financial ratios and compliance with certain other conditions.
A substantial portion of the Company's cash flow from operations will be
dedicated for the foreseeable future to the servicing of its indebtedness
under the New Credit Agreement and the Notes and the payment of its other
fixed charges, including rent expenses. The degree to which the Company is
leveraged could have important consequences to holders of the Notes,
including the following: (i) the Company's degree of leverage could make it
vulnerable to changes in general economic conditions or downturns in industry
conditions; (ii) the Company's indebtedness under the New Credit Agreement is
expected to be at variable rates of interest, which would make the Company
vulnerable to increases in interest rates; (iii) the Company's ability to
obtain additional financing for working capital, capital expenditures,
acquisitions of companies or representation contracts, general corporate
purposes or other purposes may be limited; and (iv) the Company's ability to
take advantage of business opportunities which may arise may be impaired.
SUBORDINATION
The New Notes will be subordinated in right of payment to all existing and
future Senior Debt of the Company, which will include all obligations under
the New Credit Agreement. In the event of a bankruptcy, liquidation or
reorganization of the Company or in the event of acceleration of any
indebtedness of the Company upon the occurrence of an event of default, the
assets of the Company would be available to pay obligations on the New Notes
only after the Senior Debt of the Company has been paid in full. The
Indenture limits, but does not prohibit, the incurrence by the Company and
the Subsidiaries (as defined) of additional Senior Debt. At December 31,
1996, the Company had $217.6 million in principal amount of Senior Debt
outstanding and had additional availability under the New Credit Agreement of
$62.5 million in the aggregate, subject to the achievement of certain
financial ratios and compliance with certain other conditions. The Subsidiary
Guarantees will also be subordinated in right of payment to the guarantees by
the Subsidiaries of all Senior Debt, including Senior Debt under the New
Credit Agreement.
RESTRICTIONS IMPOSED BY TERMS OF THE COMPANY'S INDEBTEDNESS
The Indenture contains covenants which, among other things, restricts the
ability of the Company and its Restricted Subsidiaries to incur additional
indebtedness and issue preferred stock, pay dividends or make other
distributions or make certain other restricted payments, layer indebtedness,
create certain liens, sell assets, enter into certain transactions with
affiliates, enter into certain mergers or consolidations, or sell or issue
capital stock of the Company's subsidiaries. See "Description of
Notes--Certain Covenants." In addition, the New Credit Agreement contains
other and more restrictive covenants and also require the Company to maintain
specified financial ratios and satisfy certain financial condition tests. See
"Description of Company Indebtedness--New Credit Agreement."
17
<PAGE>
The Company's ability to comply with the covenants contained in the
Indenture and the New Credit Agreement, respectively, may be affected by
events beyond its control, including prevailing economic, financial and
industry conditions. The breach of any such covenants or restrictions could
result in a default under the Indenture and/or the New Credit Agreement which
would permit the holders of the New Notes and/or the lenders under the New
Credit Agreement, as the case may be, to declare all amounts borrowed
thereunder to be due and payable, together with accrued and unpaid interest,
and the commitments of the lenders to make further extensions of credit under
the New Credit Agreement could be terminated. If the Company were unable to
repay its indebtedness to its lenders under the New Credit Agreement, such
lenders could proceed against any or all the collateral securing such
indebtedness, which collateral consists of the capital stock and
substantially all of the assets of the Company.
DEPENDENCE ON MAINTENANCE AND BUYOUTS OF REPRESENTATION CONTRACTS AND
MAINTENANCE OF COMMISSION RATES; COMPETITION
The Company's success depends on its ability to maintain and acquire
representation contracts with radio and television stations and cable
television systems. Client representation contracts may be terminated prior
to their stated expiration. Termination generally occurs in connection with a
change in station or system ownership, which tends to cause a buyout and a
change of representation firm. As a result, the Company continually competes
with other representation firms for both the acquisition of new client
stations as well as the maintenance of existing relationships. The
consolidation in the broadcast and cable industry has increased as a result
of the Telecommunications Act of 1996, resulting in larger station groups. In
addition, the recent consolidation in the broadcast media representation
industry and the recent increase in the number of ownership changes of
broadcast stations have increased the frequency of the termination or buyout
of representation contracts. Most recently, this has resulted in a net
increase in the number of radio station clients and a net decrease in the
number of television station clients represented by the Company. As a result
of the intense competition and volatility in the business, there can be no
assurance that the Company will continue to acquire new contracts or that its
existing representation contracts and level of commission rates will remain
in place. The failure of the Company to acquire and maintain client
representation contracts or to maintain the level of its commission rates
would likely have an adverse effect on the Company's results of operations.
In addition, the Company competes not only with other independent and network
broadcast media representatives but also with direct national advertising and
the broadcasting industry as a whole. There can be no assurance that the
Company's business will not be adversely affected by increased competition in
the markets in which it operates. In 1996, Viacom International and Paramount
Communications, which are affiliated companies, collectively accounted for
approximately 5.5% of the Company's total net operating revenues.
DEPENDENCE ON GENERAL LEVELS OF ADVERTISING; SEASONALITY
The Company's business normally follows the pattern of advertising
expenditures in general and is seasonal to the extent that radio, television
and cable television advertising spending increases during the fourth
calendar quarter in connection with the Christmas season and tends to be
relatively weaker during the first calendar quarter. Radio advertising
generally increases during the summer months when school is not in session.
In addition, broadcast media also tends to experience increases in the amount
of advertising revenues as a result of special events such as Presidential
election campaigns. Furthermore, the level of advertising revenues of radio
and television stations and cable systems, and therefore the level of
revenues of the Company, is susceptible to prevailing general and local
economic conditions and trends affecting advertising expenditure in general,
as well as market conditions and trends affecting advertising expenditures in
specific industries. For example, overall levels of national spot advertising
in the first half of 1996 were lower than for the comparable period in 1995,
which is reflected in the decline in the Company's revenues for the six
months ended June 30, 1996 as compared to the six months ended June 30, 1995.
Corresponding increases or decreases in the budgets of radio, television and
cable advertisers will affect broadcast/cable advertising revenues of radio,
television stations and cable systems, and thus the level of revenues of the
Company.
18
<PAGE>
CHANGES IN BROADCASTING INDUSTRY REGULATIONS AND OWNERSHIP OF CLIENT STATIONS
The broadcasting industry is subject to regulation by the Federal
Communications Commission (the "FCC") under the Communications Act of 1934,
as amended (the "Communications Act"). The Telecommunications Act of 1996,
which amended various provisions of the Communications Act, directed the FCC
to revise its multiple ownership rules for television stations by eliminating
the numerical limit on the number of stations that can be owned nationwide by
a single person or entity and by increasing the national audience reach
limitation on commonly owned television stations from 25 percent to 35
percent. The FCC adopted regulations implementing these directives in March
1996. These changes have led, and are likely to continue to lead, to larger
station groups under common ownership which most recently has had the effect
of increasing the level and frequency of buyouts of representation contracts.
For example, in connection with its acquisition of another station group, a
television station group that was, until recently, a significant non-exclusive
client of the Company has informed the Company that it has engaged one of the
Company's competitors as its exclusive media representation firm. Similarly,
the Company has recently acquired additional television and radio station
clients as a result of acquisitions of stations by station groups that are
exclusive clients of the Company. In addition, as these groups become large
enough, notwithstanding the general inability to construct unwired networks,
this consolidation may result in more station groups forming in-house media
representation units and foregoing the services provided by independent media
representation firms such as the Company. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" for a discussion of
the effects of the transfer of the stations represented by United Television.
Moreover, even if such groups continue to use the services of the Company, the
level of commission rates that the Company is able to charge may be adversely
affected. The FCC is also reexamining its rules limiting the common ownership
of more than one television station in the same market (the "television
duopoly" rule). If the television duopoly rule is relaxed, this change likely
will result in further concentration of station ownership.
In 1995, the FCC commenced a rulemaking proceeding to determine whether to
eliminate its rule prohibiting network-affiliated stations that are not owned
by their networks from being represented by their networks for the sale of
non-network advertising time. If the FCC eliminates its prohibition on
network representation of affiliates, such change could adversely affect the
ability of the Company to attract and retain network affiliates as client
stations. This proceeding is currently pending before the FCC. However,
numerous station owners have filed comments and reply comments opposing the
proposed rule change. The Company is unable to predict the outcome of the
proceeding or its impact on the Company. In addition, the United States
Congress and the FCC regularly have under consideration and may adopt in the
future new laws, regulations and policies regarding a wide variety of matters
(including technological changes) which could affect the operations and
ownership of the Company's clients and, as a result, the Company's business.
The Company is unable to predict if or when such laws, regulations or
policies might be adopted and implemented and, if implemented, the effect
they will have on the broadcast media representation industry or the future
results of the Company's operations.
PURCHASE OF NOTES UPON A CHANGE OF CONTROL
Upon a Change of Control, the Company is required to offer to repurchase
all outstanding New Notes at 101% of the principal amount thereof, plus
accrued and unpaid interest and Liquidated Damages, if any, to the date of
repurchase. The source of funds for any such repurchase will be the Company's
available cash or cash generated from operations or other sources, including
borrowings, sales of assets or additional public or private offerings of debt
or equity securities. A Change of Control will likely trigger an event of
default under the New Credit Agreement which would permit the lenders thereto
to accelerate the debt under the New Credit Agreement. However, there can be
no assurance that sufficient funds will be available at the time of any
Change of Control to make any required repurchases of the New Notes tendered
and to repay debt under the New Credit Agreement. See "Description of
Notes--Repurchase at the Option of Holders--Subordination" and "Description
of Company Indebtedness--New Credit Agreement."
19
<PAGE>
DEPENDENCE ON KEY PERSONNEL
The continued success of the Company is dependent to a certain extent upon
the efforts of its current executive officers. The loss or unavailability of
any such executive officer could have an adverse effect on the Company. The
Company does not maintain "key man" life insurance with respect to any
executive officers or other employees of the Company. Moreover, the combined
success and viability of the Company is dependent to a certain extent upon
its ability to attract and retain qualified personnel in all areas of its
business, especially management positions. In the event the Company is unable
to attract and retain qualified personnel, its business may be adversely
affected.
CONTROL BY CERTAIN SHAREHOLDERS
The Company is an indirect wholly-owned subsidiary of KMG. As of March 20,
1997, DLJMB beneficially owned approximately 49.4% of the outstanding common
stock of KMG, and the Management Shareholders collectively beneficially owned
approximately 13.1% of the outstanding common stock of KMG. Under Delaware
law, owners of a majority of a company's outstanding common stock are able to
elect all of a company's directors and approve significant corporate
transactions without the approval or consent of other shareholders. In
addition, DLJMB and all other initial shareholders are parties to a
Shareholders Agreement pursuant to which such persons have agreed to vote as
a block for the election of directors. See "Management."
FRAUDULENT CONVEYANCE CONSIDERATIONS
The Company's obligations under the Old Notes are, and the New Notes will
be, guaranteed by substantially all of its existing and future subsidiaries.
In connection with the Refinancing, the Guarantors incurred substantial
indebtedness, including the indebtedness under the Subsidiary Guarantees and
the guarantee of the obligations under the New Credit Agreement. If, under
relevant federal and state fraudulent conveyance statutes in a bankruptcy,
reorganization or rehabilitation case or similar proceeding or a lawsuit by
or on behalf of unpaid creditors of the Company or the Guarantors, a court
were to find that, at the time the Subsidiary Guarantees were issued, (i) the
Guarantors issued the Subsidiary Guarantees with the intent of hindering,
delaying or defrauding current or future creditors or (ii) the Guarantors
received less than reasonably equivalent value or fair consideration for
issuing the Subsidiary Guarantees and a Guarantor (A) was insolvent or was
rendered insolvent by reason of the Refinancing and/or such related
transactions, (B) was engaged, or about to engage, in a business or
transaction for which its assets constituted unreasonably small capital, (C)
intended to incur, or believed that it would incur, debts beyond its ability
to pay as such debts matured (as all of the foregoing terms are defined in or
interpreted under such fraudulent conveyance statutes) or (D) was a defendant
in an action for money damages, or had a judgment for money damages docketed
against it (if, in either case, after final judgment, the judgment is
unsatisfied), such court could avoid or subordinate the Subsidiary Guarantees
to presently existing and future indebtedness of the Guarantors and take
other action detrimental to the rights of the holders of the New Notes and
the Subsidiary Guarantees, including, under certain circumstances,
invalidating the Subsidiary Guarantees. Among other things, a legal challenge
of a Subsidiary Guarantee on fraudulent conveyance grounds may focus on the
benefits, if any, realized by such Guarantor as a result of the issuance by
the Company of the New Notes. To the extent a Subsidiary Guarantee is voided
as a fraudulent conveyance or held unenforceable for any other reason, the
holders of the New Notes would cease to have any claim in respect of such
Guarantor and would be creditors solely of the Company.
The measure of insolvency for purposes of the foregoing considerations
will vary depending upon the federal or local law that is being applied in
any such proceeding. Generally, however, the Company or the Guarantors would
be considered insolvent if, at the time it incurs the indebtedness
constituting the New Notes or the Subsidiary Guarantees, either (i) the fair
market value (or fair saleable value) of its assets is less than the amount
required to pay its total existing debts and liabilities (including the
probable liability on contingent liabilities) as they become absolute and
matured or (ii) it is incurring debts beyond its ability to pay as such debts
mature.
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The Company's Board of Directors and management believe that at the time
of the issuance of the New Notes and the Subsidiary Guarantees, the Company
and the Guarantors (i) will (A) be neither insolvent nor rendered insolvent
thereby, (B) have sufficient capital to operate their respective businesses
effectively and (C) be incurring debts within their respective abilities to
pay as the same mature or become due and (ii) will have sufficient resources
to satisfy any probable money judgment against them in any pending action.
There can be no assurance, however, that such beliefs will prove to be
correct or that a court passing on such questions would reach the same
conclusions.
DISCHARGE OF SUBSIDIARY GUARANTEES
A Guarantor can be sold or disposed of in certain circumstances under the
Indenture, in which case such Guarantor will be released from its obligations
under its Subsidiary Guarantee. See "Description of Notes--Subsidiary
Guarantees."
In the event that any Subsidiary created or acquired by the Company after
the issuance of the New Notes guarantees the Company's obligations under the
New Credit Agreement, such Subsidiary (an "Additional Guarantor") will also
be required to guarantee the Company's obligation under the New Notes on a
senior subordinated basis. If any Additional Guarantor is subsequently
released from its guarantee of the Company's obligations under the New Credit
Agreement, such Additional Guarantor's guarantee of the Company's obligations
under the New Notes will also be released. See "Description of
Notes--Additional Guarantees."
ABSENCE OF PUBLIC MARKET; RESTRICTIONS ON TRANSFER
The Old Notes are eligible for trading in the Private Offerings, Resale
and Trading through Automated Linkages ("PORTAL") Market by Qualified
Institutional Buyers ("QIBs"). The New Notes will be new securities for which
there currently is no market. There can be no assurance as to the liquidity
of any markets that may develop for the New Notes, the ability of holders of
the New Notes to sell their New Notes, or the price at which holders would be
able to sell their New Notes. Future trading prices of the New Notes will
depend on many factors, including, among other things, prevailing interest
rates, the Company's operating results and the market for similar securities.
The Initial Purchaser has advised the Company that it currently intends to
make a market in the New Notes. However, the Initial Purchaser is not
obligated to do so and any market making may be discontinued at any time
without notice. Therefore, there can be no assurance that any active market
for the New Notes will develop. The Company does not intend to apply for
listing of the New Notes on any securities exchange or for quotation through
the National Association of Securities Dealers Automated Quotation System.
Holders of Old Notes will be able to sell or transfer the Old Notes only
if a registration statement relating to the Old Notes is then in effect, or
the sale or transfer of the Old Notes is exempt from qualification under the
applicable securities laws of the states in which the various holders thereof
reside. See "--Consequences of Failure to Exchange" and "--Blue Sky
Restrictions on Resale of New Notes."
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THE EXCHANGE OFFER
PURPOSE AND EFFECT OF THE EXCHANGE OFFER
The Old Notes were sold by the Company on December 19, 1996 to the Initial
Purchaser, who placed the Old Notes with certain institutional and accredited
investors. In connection therewith, the Company, the Guarantors and the
Initial Purchaser entered into the Registration Rights Agreement, pursuant to
which the Company and the Guarantors agreed, for the benefit of the Holders
of the Old Notes, that the Company and the Guarantors would, at their sole
cost, (i) within 45 days following the original issuance of the Old Notes,
file with the Commission the Exchange Offer Registration Statement (of which
this Prospectus is a part) under the Securities Act with respect to an issue
of a series of new notes of the Company identical in all material respects to
the series of Old Notes and (ii) use its reasonable best efforts to cause
such Exchange Offer Registration Statement to become effective under the
Securities Act within 120 days following the original issuance of the Old
Notes. Upon the effectiveness of the Exchange Offer Registration Statement
(of which this Prospectus is a part), the Company will offer to the Holders
of the Old Notes the opportunity to exchange their Old Notes for a like
principal amount of New Notes, to be issued without a restrictive legend and
which may be reoffered and resold by the Holder without restrictions or
limitations under the Securities Act. The term "Holder" with respect to any
Note means any person in whose name such Note is registered on the books of
the Company or any other person who has obtained a properly completed bond
power from the registered Holder.
Based on interpretations by the staff of the Commission set forth in
no-action letters issued to third parties, the Company believes that New
Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be
offered for resale, resold and otherwise transferred by any Holder of such
New Notes (other than any such Holder which is an "affiliate" of the Company
within the meaning of Rule 405 under the Securities Act) without compliance
with the registration and prospectus delivery provisions of the Securities
Act, provided that such New Notes are acquired in the ordinary course of such
Holder's business and such Holder has no arrangement or understanding with
any person to participate in the distribution (within the meaning of the
Securities Act) of such New Notes and neither such Holder nor any other
person is engaging or intends to engage in a distribution of such New Notes.
However, the Company has not sought, and does not intend to seek, its own
no-action letter, and there can be no assurance that the staff of the
Commission would make a similar determination with respect to the Exchange
Offer. Any Holder who tenders in the Exchange Offer for the purpose of
participating in a distribution of the New Notes must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction.
Each broker-dealer that receives New Notes for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of New Notes received in exchange for Old Notes where such Old
Notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities (other than Old Notes acquired
directly from the Company). The Company has agreed that, for a period of one
year following the consummation of the Exchange Offer, it will make this
Prospectus available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution." Each Holder of the Old Notes (other than
certain specified holders) who wishes to exchange Old Notes for New Notes in
the Exchange Offer will be required to represent that (i) it is not an
affiliate of the Company, (ii) any New Notes to be received by it were
acquired in the ordinary course of its business and (iii) at the time of
commencement of the Exchange Offer, it has no arrangement with any person to
participate in the distribution (within the meaning of the Securities Act) of
the New Notes and neither such Holder nor any other person is engaging or
intends to engage in a distribution of such New Notes. In addition, in
connection with any resales of New Notes, any broker-dealer (an "Exchanging
Dealer") who acquired the Old Notes for its own account as a result of
market-making activities or other trading activities must deliver a
prospectus meeting the requirements of the Securities Act. The Commission has
taken the position that Exchanging Dealers may fulfill their prospectus
delivery requirements with respect to the
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New Notes (other than a resale of an unsold allotment from the original sale
of the Old Notes) with the prospectus contained in the Exchange Offer
Registration Statement. Under the Registration Rights Agreement, the Company
is required to allow Exchanging Dealers and other persons, if any, subject to
similar prospectus delivery requirements to use the prospectus contained in
the Exchange Offer Registration Statement in connection with the resale of
such New Notes.
If (i) the Company is not required to file the Exchange Offer Registration
Statement or permitted to consummate the Exchange Offer because the Exchange
Offer is not permitted by applicable law or Commission policy or (ii) any
Holder of Transfer Restricted Securities (as defined) notifies the Company
within a specified time period that (A) it is prohibited by law or Commission
policy from participating in the Exchange Offer, (B) it may not resell the
New Notes acquired by it in the Exchange Offer to the public without
delivering a prospectus and the prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales or
(C) it is a broker-dealer and owns Old Notes acquired directly from the
Company or an affiliate of the Company, the Company will file with the
Commission a shelf registration statement (the "Shelf Registration
Statement") to cover resales of Transfer Restricted Securities by the Holder
thereof who satisfy certain conditions relating to the provision of
information in connection with the Shelf Registration Statement. The Company
will use its reasonable best efforts to cause the Shelf Registration
Statement to be declared effective within 120 days after the date on which
the Company becomes obligated to file such Shelf Registration Statement and,
except under certain circumstances, keep effective such Shelf Registration
Statement until three years after its effective date. For purposes of the
foregoing, "Transfer Restricted Securities" means each Note until (i) the
date on which such Old Note has been exchanged by a person other than a
broker-dealer for a New Note in the Exchange Offer, (ii) following the
exchange by a broker-dealer in the Exchange Offer of an Old Note for a New
Note, the date on which such New Note is sold to a purchaser who receives
from such broker-dealer on or prior to the date of such sale a copy of the
prospectus contained in the Exchange Offer Registration Statement, (iii) the
date on which such Note has been effectively registered under the Securities
Act and disposed of in accordance with the Shelf Registration Statement or
(iv) the date on which such Note is distributed to the public pursuant to
Rule 144 under the Securities Act. The Company will, in the event of the
filing of the Shelf Registration Statement, provide to each Holder of
Transfer Restricted Securities covered by the Shelf Registration Statement
copies of the prospectus which is a part of the Shelf Registration Statement,
notify each such Holder when the Shelf Registration Statement has become
effective and take certain other actions as are required to permit
unrestricted resales of Transfer Restricted Securities. A Holder of Transfer
Restricted Securities that sells such Transfer Restricted Securities pursuant
to the Shelf Registration Statement generally will be required to be named as
a selling security holder in the related prospectus and to deliver a
prospectus to the purchaser, will be subject to certain of the civil
liability provisions under the Securities Act in connection with such sales
and will be bound by the provisions of the Registration Rights Agreement
which are applicable to such Holder (including certain indemnification
obligations). In addition, Holders of Transfer Restricted Securities will be
required to deliver information to be used in connection with the Shelf
Registration Statement and to provide comments on the Shelf Registration
Statement within the time periods set forth in the Registration Rights
Agreement in order to have their Transfer Restricted Securities included in
the Shelf Registration Statement and benefit from the provisions regarding
Liquidated Damages, if any, set forth in the following paragraph.
If the Company is required to file the Shelf Registration Statement and
(i) the Company fails to file the Shelf Registration Statement on or prior to
45 days after such filing obligation arises, (ii) the Shelf Registration
Statement is not declared effective by the Commission on or prior to 120 days
after such filing obligation arises or (iii) the Shelf Registration Statement
is declared effective but thereafter ceases to be effective or usable in
connection with resales of Transfer Restricted Securities during the period
specified in the Registration Rights Agreement (each such event referred to
in clauses (i) through (iii) above, a "Registration Default"), then the
Company will pay liquidated damages ("Liquidated Damages"), if any, to each
Holder of Transfer Restricted Securities, with respect to the first 90-day
period immediately following the occurrence of such Registration Default in
an amount equal to $.05 per week per $1,000 principal amount of Transfer
Restricted Securities held by such Holder for so long as the Registration
Default continues. The amount of Liquidated Damages, if any, will increase by
an additional
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$.05 per week per $1,000 principal amount of Transfer Restricted Securities
with respect to each subsequent 90-day period until all Registration Defaults
have been cured, up to a maximum amount of Liquidated Damages, if any, of
$.40 per week per $1,000 principal amount of Transfer Restricted Securities.
Following the cure of all Registration Defaults, the accrual of Liquidated
Damages, if any, shall cease.
Payment of Liquidated Damages is the sole remedy available to the Holders
of Transfer Restricted Securities in the event that the Company does not
comply with the deadlines set forth in the Registration Rights Agreement with
respect to the registration of Transfer Restricted Securities for resale
under the Shelf Registration Statement.
TERMS OF THE EXCHANGE OFFER
Upon the terms and subject to the conditions set forth in this Prospectus
and in the Letter of Transmittal, the Company will accept any and all Old
Notes validly tendered and not withdrawn prior to 12:00 midnight, New York
City time, on the Expiration Date. The Company will issue $1,000 principal
amount of New Notes in exchange for each $1,000 principal amount of
outstanding Old Notes accepted in the Exchange Offer. Holders may tender some
or all of their Old Notes pursuant to the Exchange Offer. However, Old Notes
may be tendered only in integral multiples of $1,000.
The form and terms of the New Notes will be identical in all material
respects to the form and terms of the Old Notes, except that (i) the New
Notes will have been registered under the Securities Act and hence will not
bear legends restricting the transfer thereof and (ii) the holders of the New
Notes will not be entitled to certain rights under the Registration Rights
Agreement, including the terms providing for Liquidated Damages, all of which
rights will terminate when the Exchange Offer is consummated. The New Notes
will evidence the same debt as the Old Notes and will be entitled to the
benefits of the Indenture under which the Old Notes were, and the New Notes
will be, issued.
As of the date of this Prospectus, $100 million aggregate principal amount
of the Old Notes was outstanding. The Company has fixed the close of business
on April 14, 1997 as the record date for the Exchange Offer for purposes of
determining the persons to whom this Prospectus, together with the Letter of
Transmittal, will initially be sent. As of such date, there was one
registered Holder of the Old Notes.
Holders of the Old Notes do not have any appraisal or dissenters' rights
under Delaware General Corporation Law or the Indenture in connection with
the Exchange Offer. The Company intends to conduct the Exchange Offer in
accordance with the applicable requirements of the Exchange Act and the rules
and regulations of the Commission thereunder.
Holders who tender Old Notes in the Exchange Offer will not be required to
pay brokerage commissions or fees or, subject to the instructions in the
Letter of Transmittal, transfer taxes with respect to the exchange of Old
Notes pursuant to the Exchange Offer. The Company will pay all charges and
expenses, other than certain applicable taxes, in connection with the
Exchange Offer. See "--Fees and Expenses."
EXPIRATION DATE; EXTENSIONS; AMENDMENTS
The term "Expiration Date" shall mean 12:00 midnight, New York City time,
on May 12, 1997, unless the Company, in its sole discretion, extends the
Exchange Offer, in which case the term "Expiration Date" shall mean the
latest date and time to which the Exchange Offer is extended.
In order to extend the Exchange Offer, the Company will notify the
Exchange Agent of any extension by oral or written notice and will make a
public announcement thereof prior to 9:00 a.m., New York City time, on the
next business day after each previously scheduled Expiration Date, unless
otherwise required by applicable law or regulation.
The Company reserves the right, in its sole discretion, (i) to delay
accepting any Old Notes, to extend the Exchange Offer or, if any of the
conditions set forth below under the caption "--Conditions" shall not
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have been satisfied, to terminate the Exchange Offer, by giving oral or
written notice of such delay, extension or termination to the Exchange Agent,
or (ii) to amend the terms of the Exchange Offer in any manner. Any such
delay in acceptance, extension, termination or amendment will be followed as
promptly as practicable by a public announcement thereof. If the Exchange
Offer is amended in a manner determined by the Company to constitute a
material change, the Company will promptly disclose such amendment by means
of a prospectus supplement that will be distributed to the registered
Holders, and the Company will extend the Exchange Offer for a period of five
to ten business days, depending upon the significance of the amendment and
the manner of disclosure to the registered Holders, if the Exchange Offer
would otherwise expire during such five to ten business day period.
Without limiting the manner in which the Company may choose to make a
public announcement of any delay, extension, termination or amendment of the
Exchange Offer, the Company shall have no obligation to publish, advertise or
otherwise communicate any such public announcement, other than by making a
timely release to the Dow Jones News Service.
PROCEDURES FOR TENDERING
Only a Holder of Old Notes may tender such Old Notes in the Exchange
Offer. A Holder who wishes to tender Old Notes for exchange pursuant to the
Exchange Offer must transmit a properly completed and duly executed Letter of
Transmittal, or a facsimile thereof, including any other required documents,
to the Exchange Agent prior to 12:00 midnight, New York City time, on the
Expiration Date. In addition, either (i) certificates for such Old Notes must
be received by the Exchange Agent prior to the Expiration Date along with the
Letter of Transmittal, (ii) a timely confirmation of a book-entry transfer (a
"Book-Entry Confirmation") of such Old Notes, if such procedure is available,
into the Exchange Agent's account at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedure for book-entry
transfer described below, must be received by the Exchange Agent prior to the
Expiration Date or (iii) the Holder must comply with the guaranteed delivery
procedures described below. To be tendered effectively, the Old Notes, or
Book-Entry Confirmation, as the case may be, the Letter of Transmittal and
other required documents must be received by the Exchange Agent at the
address set forth below under "--Exchange Agent" prior to 12:00 midnight, New
York City time, on the Expiration Date.
The tender by a Holder will constitute an agreement between such Holder
and the Company in accordance with the terms and subject to the conditions
set forth herein and in the Letter of Transmittal.
The method of delivery of the Old Notes and the Letter of Transmittal and
all other required documents to the Exchange Agent is at the election and
risk of the Holder. Instead of delivery by mail, it is recommended that
Holders use an overnight or hand delivery service. In all cases, sufficient
time should be allowed to assure delivery to the Exchange Agent before the
Expiration Date. No Letter of Transmittal or Old Notes, or Book-Entry
Confirmation, as the case may be, should be sent to the Company. Holders may
request their respective brokers, dealers, commercial banks, trust companies
or nominees to effect the above transactions for such Holders.
Any beneficial owner whose Old Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who
wishes to tender should contact the registered Holder promptly and instruct
such registered Holder to tender on such beneficial owner's behalf. If such
beneficial owner wishes to tender on such beneficial owner's own behalf, such
owner must, prior to completing and executing the Letter of Transmittal and
delivering such beneficial owner's Old Notes, either make appropriate
arrangements to register ownership of the Old Notes in such owner's name or
obtain a properly completed bond power from the registered Holder. The
transfer of registered ownership may take considerable time.
Signatures on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an Eligible Institution (as defined below)
unless the Old Notes tendered pursuant thereto are tendered (i) by a
registered Holder who has not completed the box entitled "Special Issuance
Instructions" or "Special Delivery Instructions" on the Letter of Transmittal
or (ii) for the account of an Eligible Institution. In the event that
signatures on a Letter of Transmittal or a notice of withdrawal, as
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the case may be, are required to be guaranteed, such guarantee must be by a
member firm of a registered national securities exchange or of the National
Association of Securities Dealers, Inc., a commercial bank or trust company
having an office or correspondent in the United States or an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange
Act (an "Eligible Institution").
If the Letter of Transmittal is signed by a person other than the
registered Holder of any Old Notes listed therein, such Old Notes must be
endorsed or accompanied by a properly completed bond power and signed by such
registered Holder as such registered Holder's name appears on such Old Notes.
If the Letter of Transmittal or any Old Notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and unless waived by the
Company, evidence satisfactory to the Company of their authority to so act
must be submitted with the Letter of Transmittal.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Notes will be determined
by the Company in its sole discretion, which determination will be final and
binding. The Company reserves the absolute right to reject any and all Old
Notes not properly tendered or any Old Notes the Company's acceptance of
which would, in the opinion of counsel for the Company, be unlawful. The
Company also reserves the right to waive any defects, irregularities or
conditions of tender as to particular Old Notes. The Company's interpretation
of the terms and conditions of the Exchange Offer (including the instructions
in the Letter of Transmittal) will be final and binding on all parties.
Unless waived, any defects or irregularities in connection with tenders of
Old Notes must be cured within such time as the Company shall determine.
Although the Company intends to notify Holders of defects or irregularities
with respect to tenders of Old Notes, neither the Company, the Exchange Agent
nor any other person shall incur any liability for failure to give such
notification. Tenders of Old Notes will not be deemed to have been made until
such defects or irregularities have been cured or waived. Any Old Notes
received by the Exchange Agent that are not properly tendered and as to which
the defects or irregularities have not been cured or waived will be returned
by the Exchange Agent to the tendering Holders, unless otherwise provided in
the Letter of Transmittal, as soon as practicable following the Expiration
Date.
By tendering, each Holder will represent to the Company, among other
things, that (i) the New Notes to be acquired by the Holder and any
beneficial owners of Old Notes pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the person receiving such New
Notes, (ii) the Holder and each such beneficial owner are not participating,
do not intend to participate and have no arrangement or understanding with
any person to participate in the distribution of such New Notes and (iii)
neither the Holder nor any such other person is an "affiliate," as defined
under Rule 405 of the Securities Act, of the Company. Each broker or dealer
that receives New Notes for its own account in exchange for Old Notes, where
such Old Notes were acquired by such broker or dealer as a result of
market-making activities or other trading activities (other than Old Notes
acquired directly from the Company), must acknowledge that it will deliver a
prospectus in connection with any resale of such New Notes. See "Plan of
Distribution."
ACCEPTANCE OF OLD NOTES FOR EXCHANGE; DELIVERY OF NEW NOTES
For each Old Note accepted for exchange, the Holder of such Old Note will
receive a New Note having a principal amount equal to that of the surrendered
Old Note. For purposes of the Exchange Offer, the Company shall be deemed to
have accepted properly tendered Old Notes for exchange when, as and if the
Company has given oral or written notice thereof to the Exchange Agent.
In all cases, issuance of New Notes for Old Notes that are accepted for
exchange pursuant to the Exchange Offer will be made only after timely
receipt by the Exchange Agent of certificates for such Old Notes or a timely
Book-Entry Confirmation of such Old Notes into the Exchange Agent's account
at the Book-Entry Transfer Facility, a properly completed and duly executed
letter of Transmittal and all other required documents. If any tendered Old
Notes are not accepted for any reason set forth in the terms and conditions
of the Exchange Offer or if Old Notes are submitted for a greater principal
amount than the
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Holder desires to exchange, such unaccepted or non-exchanged Old Notes will
be returned without expense to the tendering Holder thereof (or, in the case
of Old Notes tendered by book-entry transfer into the Exchange Agent's
account at the Book-Entry Transfer Facility pursuant to the book-entry
transfer procedures described below, such non-exchanged Old Notes will be
credited to an account maintained with such Book-Entry Transfer Facility) as
promptly as practicable after the Expiration Date.
BOOK-ENTRY TRANSFER
Any financial institution that is a participant in the Book-Entry Transfer
Facility's system may make book-entry delivery of Old Notes by causing the
Book-Entry Transfer Facility to transfer such Old Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility in accordance with such
Book-Entry Transfer Facility's procedures for transfer. However, although
delivery of Old Notes may be effected through book-entry transfer at the
Book-Entry Transfer Facility, the Letter of Transmittal or facsimile thereof
with any required signature guarantees and any other required documents must,
in any case, be transmitted to and received by the Exchange Agent at one of
the addresses set forth below under "Exchange Agent" on or prior to the
Expiration Date or the guaranteed delivery procedures described below must be
complied with.
GUARANTEED DELIVERY PROCEDURES
Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available, (ii) who cannot deliver their Old Notes, the Letter of
Transmittal or any other required documents to the Exchange Agent prior to
the Expiration Date or (iii) who cannot complete the procedure for book-entry
transfer on a timely basis, may effect a tender if:
(a) the tender is made through an Eligible Institution;
(b) prior to the Expiration Date, the Exchange Agent receives from such
Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the Holder, the certificate number(s)
of such Old Notes and the principal amount of Old Notes tendered, stating
that the tender is being made thereby and guaranteeing that, within three New
York Stock Exchange trading days after the Expiration Date, the Letter of
Transmittal (or facsimile thereof) together with the certificate(s)
representing the Old Notes, or a Book-Entry Confirmation, as the case may be,
and any other documents required by the Letter of Transmittal will be
deposited by the Eligible Institution with the Exchange Agent; and
(c) such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as the certificate(s) representing all tendered
Old Notes in proper form for transfer, or a Book-Entry Confirmation, as the
case may be, and all other documents required by the Letter of Transmittal
are received by the Exchange Agent within three New York Stock Exchange
trading days after the Expiration Date.
WITHDRAWAL OF TENDERS
Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time prior to 12:00 midnight, New York City time, on the Expiration
Date.
To withdraw a tender of Old Notes in the Exchange Offer, a written or
facsimile transmission notice of withdrawal must be received by the Exchange
Agent at its address set forth herein prior to 12:00 midnight, New York City
time, on the Expiration Date. Any such notice of withdrawal must (i) specify
the name of the person having deposited the Old Notes to be withdrawn (the
"Depositor"), (ii) identify the Old Notes to be withdrawn (including the
certificate number or numbers and principal amount of such Old Notes), (iii)
be signed by the Holder in the same manner as the original signature on the
Letter of Transmittal by which such Old Notes were tendered (including any
required signature guarantees) or be accompanied by documents of transfer
sufficient to have the Trustee with respect to the Old Notes register the
transfer of such Old Notes into the name of the person withdrawing the tender
and (iv) specify the name in which any such Old Notes are to be registered,
if different from that of the Depositor. If
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certificates for Old Notes have been delivered or otherwise identified to the
Exchange Agent, then, prior to the release of such certificates, the
withdrawing Holder must also submit the serial numbers of the particular
certificates to be withdrawn and a signed notice of withdrawal with
signatures guaranteed by an Eligible Institution unless such Holder is an
Eligible Institution. If Old Notes have been tendered pursuant to the
procedure for book-entry transfer described above, any notice of withdrawal
must specify the name and number of the account at the Book-Entry Transfer
Facility to be credited with the withdrawn Old Notes and otherwise comply
with the procedures of the Book-Entry Transfer Facility. All questions as to
the validity, form and eligibility (including time of receipt) of such
notices will be determined by the Company in its sole discretion, which
determination shall be final and binding on all parties. Any Old Notes so
withdrawn will be deemed not to have been validly tendered for purposes of
the Exchange Offer and no New Notes will be issued with respect thereto
unless the Old Notes so withdrawn are validly retendered. Properly withdrawn
Old Notes may be retendered by following one of the procedures described
above under "--Procedures for Tendering" at any time prior to the Expiration
Date.
Any Old Notes which have been tendered but which are not accepted for
payment due to withdrawal, rejection of tender or termination of the Exchange
Offer will be returned as soon as practicable after withdrawal, rejection of
tender or termination of the Exchange Offer to the Holder thereof without
cost to such Holder (or, in the case of Old Notes tendered by book-entry
transfer into the Exchange Agent's account at the Book-Entry Transfer
Facility pursuant to the book-entry transfer procedures described above, such
Old Notes will be credited to an account maintained with such Book-Entry
Transfer Facility for the Old Notes).
CONDITIONS
Notwithstanding any other term of the Exchange Offer, the Company shall
not be required to accept for exchange, or exchange New Notes for, any Old
Notes, and may terminate the Exchange Offer as provided herein before the
acceptance of such Old Notes, if:
(a) any action or proceeding is instituted or threatened in any court or
by or before any governmental agency with respect to the Exchange Offer
which, in the sole judgment of the Company, might materially impair the
ability of the Company to proceed with the Exchange Offer or materially
impair the contemplated benefits of the Exchange Offer to the Company, or any
material adverse development has occurred in any existing action or
proceeding with respect to the Company or any of its subsidiaries;
(b) any change, or any development involving a prospective change, in the
business or financial affairs of the Company or any of its subsidiaries has
occurred which, in the sole judgment of the Company, might materially impair
the ability of the Company to proceed with the Exchange Offer or materially
impair the contemplated benefits of the Exchange Offer to the Company;
(c) any law, statute, rule or regulation is proposed, adopted or enacted,
which, in the sole judgment of the Company, might materially impair the
ability of the Company to proceed with the Exchange Offer or materially
impair the contemplated benefits of the Exchange Offer to the Company; or
(d) any governmental approval has not been obtained, which approval the
Company shall, in its sole discretion, deem necessary for the consummation of
the Exchange Offer as contemplated hereby.
The foregoing conditions are for the sole benefit of the Company and may
be asserted by the Company regardless of the circumstances giving rise to any
such condition or may be waived by the Company in whole or in part at any
time and from time to time in its reasonable discretion. The failure by the
Company at any time to exercise any of the foregoing rights shall not be
deemed a waiver of such right and each such right shall be deemed an ongoing
right which may be asserted at any time and from time to time.
If the Company determines in its sole discretion that any of the
conditions are not satisfied, the Company may (i) refuse to accept any Old
Notes and return all tendered Old Notes to the tendering Holders, (ii) extend
the Exchange Offer and retain all Old Notes tendered prior to the expiration
of the
28
<PAGE>
Exchange Offer, subject, however, to the rights of Holders to withdraw such
Old Notes (see "--Withdrawal of Tenders" above) or (iii) waive such
unsatisfied conditions with respect to the Exchange Offer and accept all
properly tendered Old Notes which have not been withdrawn. If such waiver
constitutes a material change to the Exchange Offer, the Company will
promptly disclose such waiver by means of a prospectus supplement that will
be distributed to the registered Holders, and the Company will extend the
Exchange Offer for a period of five to ten business days, depending upon the
significance of the waiver and the manner of disclosure to the registered
Holders, if the Exchange Offer would otherwise expire during such five to ten
business day period.
EXCHANGE AGENT
American Stock Transfer & Trust Company has been appointed as Exchange
Agent for the Exchange Offer. Questions and requests for assistance, requests
for additional copies of this Prospectus or of the Letter of Transmittal
should be directed to the Exchange Agent addressed as follows:
To: AMERICAN STOCK TRANSFER & TRUST COMPANY
By Hand/Overnight Courier:
American Stock Transfer & Trust Company
40 Wall Street
46th Floor
New York, New York 10005
Attn: Reorganization Department
Facsimile Transmission:
(718) 234-5001
Confirm by Telephone:
(800) 937-5449
For Information:
(800) 937-5449
FEES AND EXPENSES
The expenses of soliciting tenders will be borne by the Company. The
principal solicitation is being made by mail; however, additional
solicitation may be made by telegraph, telephone or in person by officers and
regular employees of the Company and its affiliates.
The Company has not retained any dealer-manager in connection with the
Exchange Offer and will not make any payments to brokers, dealers or others
soliciting acceptances of the Exchange Offer. The Company, however, will pay
the Exchange Agent reasonable and customary fees for its services and will
reimburse it for its reasonable out-of-pocket expenses in connection
therewith.
The cash expenses to be incurred in connection with the Exchange Offer
will be paid by the Company. Such expenses include fees and expenses of the
Exchange Agent and Trustee, accounting and legal fees and printing costs,
among others.
The Company will pay all transfer taxes, if any, applicable to the
exchange of Old Notes pursuant to the Exchange Offer. If, however,
certificates representing New Notes or Old Notes for principal amounts not
tendered or accepted for exchange are to be delivered to, or are to be issued
in the name of, any person other than the registered Holder of the Old Notes
tendered, or if tendered Old Notes are registered in the name of any person
other than the person signing the Letter of Transmittal, or if a transfer tax
is imposed for any reason other than the exchange of Old Notes pursuant to
the Exchange Offer, then the amount of any such transfer taxes (whether
imposed on the registered Holder or any other persons) will be payable by the
tendering Holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with the Letter of Transmittal, the
amount of such transfer taxes will be billed directly to such tendering
Holder.
29
<PAGE>
ACCOUNTING TREATMENT
The New Notes will be recorded at the same carrying value as the Old
Notes, which is the principal amount as reflected in the Company's accounting
records on the date of the exchange. Accordingly, no gain or loss for
accounting purposes will be recognized. The expenses of the Exchange Offer
and the unamortized expenses related to the issuance of the Old Notes will be
amortized over the term of the New Notes.
REGULATORY APPROVALS
The Company does not believe that the receipt of any material federal or
state regulatory approvals will be necessary in connection with the Exchange
Offer.
OTHER
Participation in the Exchange Offer is voluntary and Holders of Old Notes
should carefully consider whether to accept the terms and conditions thereof.
Holders of the Old Notes are urged to consult their financial and tax
advisors in making their own decisions on what action to take with respect to
the Exchange Offer.
As a result of the making of, and upon acceptance for exchange of all
validly tendered Old Notes pursuant to the terms of this Exchange Offer, the
Company will have fulfilled a covenant contained in the terms of the Old
Notes and the Registration Rights Agreement. Holders of the Old Notes who do
not tender their Old Notes in the Exchange Offer will continue to hold such
Old Notes and will be entitled to all the rights, and limitations applicable
thereto, under the Indenture, except for any such rights under the
Registration Rights Agreement which by their terms terminate or cease to have
further effect as a result of the making of this Exchange Offer. All
untendered Old Notes will continue to be subject to the restrictions on
transfer set forth in the Indenture. To the extent that Old Notes are
tendered and accepted in the Exchange Offer, the trading market, if any, for
any remaining Old Notes could be adversely affected. See "Risk
Factors--Consequences of Failure to Exchange."
30
<PAGE>
USE OF PROCEEDS
The Exchange Offer is intended to satisfy certain of the Company's
obligations under the Registration Rights Agreement. The Company will not
receive any proceeds from the issuance of the New Notes in the Exchange
Offer.
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company at December 31, 1996. The table should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements, including the notes
thereto, included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
DECEMBER 31, 1996
-----------------
ACTUAL
------
(IN THOUSANDS)
<S> <C>
Cash and cash equivalents ..................................................... $ 3,027
==========
Long-term debt (including current portion):
New Credit Agreement ......................................................... 117,500
Notes ........................................................................ 100,000
Katz Notes ................................................................... 122
----------
Total long-term debt (including current portion) ............................ 217,622
Stockholders' equity:
Common stock, $.01 par value, 1,000 shares authorized, 1,000 shares issued and
outstanding .................................................................. --
Paid-in-capital .............................................................. 128,785
Carryover basis adjustment ................................................... (20,047)
Accumulated Deficit .......................................................... (4,028)
----------
Total stockholders' equity .................................................. 104,710
----------
Total capitalization ........................................................ $322,332
==========
</TABLE>
31
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected historical consolidated financial data should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Consolidated Financial
Statements, including the notes thereto, which are included elsewhere in this
Prospectus. The selected historical consolidated financial data for the years
ended December 31, 1992 and 1993 and for the period January 1, 1994 through
August 11, 1994 (the day before the 1994 Acquisition) are derived from
audited Consolidated Financial Statements of the Predecessor Company. The
selected historical consolidated financial data for the period subsequent to
the 1994 Acquisition from August 12, 1994 (the date of the 1994 Acquisition)
through December 31, 1994 and for the years ended December 31, 1995 and 1996
are derived from the audited consolidated financial statements of the
Company. For accounting purposes, the 1994 Acquisition was treated as a
purchase transaction and accordingly the selected consolidated financial data
of the Predecessor Company is not necessarily comparable in all respects to
the selected consolidated financial data of the Company.
32
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
(Dollars in thousands)
<TABLE>
<CAPTION>
THE PREDECESSOR COMPANY
-------------------------------------
PERIOD
YEARS ENDED JANUARY 1
DECEMBER 31, THROUGH
----------------------- AUGUST 11,
1992 1993 1994
----------- ---------- ------------
(RESTATED) (RESTATED)
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Operating revenues, net.................... $146,034 $156,936 $103,382
Operating expenses:
Salaries and related costs ............... 85,487 91,813 64,866 (1)
Selling, general and administrative ..... 30,835 32,146 23,680
Depreciation and amortization (3) ....... 12,613 17,514 11,726
Provision for relocations (4) ............ 3,707 350 --
----------- ---------- ------------
Total operating expenses .................. 132,642 141,823 100,272
----------- ---------- ------------
Operating income .......................... 13,392 15,113 3,110
Interest expense, net (5) ................. 9,757 17,888 10,848
----------- ---------- ------------
Income (loss) before income tax provision
(benefit), extraordinary item and
cumulative effect of accounting changes . 3,635 (2,775) (7,738)
Income tax provision (benefit) ............ 2,815 603 (1,393)
----------- ---------- ------------
Income (loss) before extraordinary item
and cumulative effect of accounting
changes................................... 820 (3,378) (6,345)
Extraordinary items--loss on early
extinguishment of debt(6)................. (3,717) -- --
Cumulative effect of accounting
changes (7)............................... -- 5,438 --
----------- ---------- ------------
Income (loss) before preferred stock
dividend requirements..................... (2,897) 2,060 (6,345)
Preferred stock dividend requirements (8) . 9,590 -- --
----------- ---------- ------------
Net (loss) income ......................... $(12,487) $ 2,060 $ (6,345)
=========== ========== ============
OTHER DATA:
EBITDA (9) ................................ $ 33,677 $ 34,410 $ 18,695
EBITDA margin ............................. 23% 22% 18%
Payments (receipts) on station
representation contracts, net (10) ...... $ 4,114 $ 7,152 $ 2,625
Capital expenditures ...................... 5,411 2,354 1,079
Ratio of earnings to fixed charges (11) ... 1.37x -- --
STATEMENT OF CASH FLOWS DATA:
Net cash provided by (used in) operating
activities ............................... $ 20,695 $ 8,373 $ (384)
Net cash (used in) investing activities .. (23,051) (10,778) (3,704)
Net cash provided by financing activities (2,282) 2,395 4,297
BALANCE SHEET DATA:
Total assets .............................. $173,428 $182,517 --
Total debt ................................ 168,950 171,950 --
Stockholders' equity....................... (39,717) (38,262) --
</TABLE>
<PAGE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
THE COMPANY
---------------------------------------
PERIOD YEAR
AUGUST 12 ENDED
THROUGH DECEMBER 31,
DECEMBER 31, -----------------------
1994 1995 1996
-------------- ---------- -----------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Operating revenues, net.................... $ 81,403 $184,667 $183,136
Operating expenses:
Salaries and related costs ............... 42,730 99,477 102,920
Selling, general and administrative ..... 15,208 39,044 36,238(2)
Depreciation and amortization (3) ....... 9,127 10,071 9,748
Provision for relocations (4) ............ -- 6,400 --
-------------- ---------- -----------
Total operating expenses .................. 67,065 154,992 148,906
-------------- ---------- -----------
Operating income .......................... 14,338 29,675 34,230
Interest expense, net (5) ................. 14,874 25,157 20,656
-------------- ---------- -----------
Income (loss) before income tax provision
(benefit), extraordinary item and
cumulative effect of accounting changes . (536) 4,518 13,574
Income tax provision (benefit) ............ 671 4,448 8,986
-------------- ---------- -----------
Income (loss) before extraordinary item
and cumulative effect of accounting
changes................................... (1,207) 70 4,588
Extraordinary items--loss on early
extinguishment of debt(6)................. -- (801) (6,678)
Cumulative effect of accounting
changes (7)............................... -- -- --
-------------- ---------- -----------
Income (loss) before preferred stock
dividend requirements..................... (1,207) (731) (2,090)
Preferred stock dividend requirements (8) . -- -- --
-------------- ---------- -----------
Net (loss) income ......................... $ (1,207) $ (731) $ (2,090)
============== ========== ===========
OTHER DATA:
EBITDA (9) ................................ $ 24,013 $ 50,377 $ 44,042
EBITDA margin ............................. 29% 27% 24%
Payments (receipts) on station
representation contracts, net (10) ...... $ (201) $ 12,166 $ 16,397
Capital expenditures ...................... 1,002 6,046 6,785
Ratio of earnings to fixed charges (11) ... -- 1.18x 1.66x
STATEMENT OF CASH FLOWS DATA:
Net cash provided by (used in) operating
activities ............................... $ 8,666 $ 15,064 $ 8,626
Net cash (used in) investing activities .. (116,994) (28,965) (23,182)
Net cash provided by financing activities 110,519 12,298 17,355
BALANCE SHEET DATA:
Total assets .............................. $ 326,919 $375,511 $437,700
Total debt ................................ 248,370 179,530 217,622
Stockholders' equity....................... 26,786 106,690 104,710
</TABLE>
33
<PAGE>
FOOTNOTES TO SELECTED CONSOLIDATED FINANCIAL DATA
(1) Includes $3,000 non-cash charge relating to payments made by a former
shareholder of the Company to certain former executives who were
terminated in connection with the 1994 Acquisition pursuant to a
preexisting agreement.
(2) Includes the $1,500 reversal of relocation costs accrued in 1995 related
to the Company's plan to reduce headquarters facility requirements as the
Company has determined that such plan is no longer economically feasible.
(3) Includes amortization of contract acquisition costs, net.
(4) Non-cash charge related primarily to the relocation of one of the
Company's expanding subsidiary operations in 1995 and abandonment of
leaseholds in 1993 and 1992. See Note 8 of Notes to Consolidated Financial
Statements and Note 2 above regarding the 1995 provision for relocations.
(5) Includes non-cash amortization of deferred financing costs of $972 in
1992, $754 in 1993, $456 in the period January 1, 1994 through August 11,
1994, $3,668 in the period August 12, 1994 to December 31, 1994, $1,960 in
1995 and $22 in 1996.
(6) Represents loss on early extinguishment of debt net of tax benefit of
approximately $1,900, $600 and $4,600 in 1992, 1995 and 1996,
respectively. See Note 5 of Notes to Consolidated Financial Statements.
(7) Reflects a net after tax charge of approximately $1,600 resulting from
adoption of SFAS No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions," and a net benefit of approximately $7,100
resulting from the adoption of SFAS No. 109, "Accounting for Income
Taxes."
(8) Preferred stock dividend requirement represents dividends accrued on
preferred stock then outstanding.
(9) EBITDA is defined as operating income, plus depreciation, amortization and
other non-cash items, including non-cash rent expense, the non-cash
provision for relocations, non-cash compensation related to stock options,
plus dividends, if any, from unconsolidated subsidiaries to the extent not
included. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Results of Operations" for a reconciliation of
EBITDA to operating income. EBITDA is presented because it is a widely
accepted financial indicator and is consistent with the definition used
for covenant purposes contained in the New Credit Agreement and the
Indenture. EBITDA should not be considered as an alternative to net income
as a measure of operating results in accordance with generally accepted
accounting principles or as an alternative to cash flows as a measure of
liquidity.
(10) Represents payments made in connection with the acquisition of station
representation contracts, net of payments received in connection with the
sale of station representation contracts.
(11) The ratio of earnings to fixed charges is computed by dividing pretax
income (loss) from operations before interest charges by interest expense,
net. Earnings were insufficient to cover fixed charges for the year ended
December 31, 1993 by $2,775, the periods January 1 through August 11, 1994
and August 12 through December 31, 1994 by $7,738 and $536, respectively.
34
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following discussion is based upon and should be read in conjunction
with "Selected Consolidated Financial Data" and the Consolidated Financial
Statements, including the notes thereto, included elsewhere in this
Prospectus.
The net operating revenues of the Company are derived from commissions on
the sale of national spot advertising air time on behalf of clients.
Commission rates are negotiated and set forth in the client's individual
representation contracts. The Company's success depends on, among other
things, the maintenance of its current representation contracts with client
stations and the acquisition of new representation contracts. The primary
operating expenses of the Company are employee salaries, rents,
commission-related payments to employees, data processing expenses and
depreciation and amortization. The Company's financial results have been
impacted by three significant factors: (i) trends in advertising
expenditures, (ii) buyouts and sales of station representation contracts,
including those resulting from changes in ownership of stations and (iii)
acquisitions of representation firms. The effect of these factors on the
Company's financial condition and results of operations has varied from
period to period. Recent changes in regulations affecting ownership of
broadcast station groups have led to and are likely to continue to lead to
larger station groups under common ownership, which has the effect of
increasing the level and frequency of buyouts of representation contracts.
Most recently, this has resulted in a net increase in the number of radio
station clients and a net decrease in the number of television station
clients represented by the Company. The Company continues to pursue the
representation of additional client stations and groups in each of the media
where it provides services.
The Company operates as a single segment business and is the only full
service media representation firm in the United States serving multiple types
of electronic media, with leading market shares in the representation of
radio and television stations and cable systems. For the year ended December
31, 1996, the aggregate gross billings of the Company's client stations
(representing the aggregate dollar amount of advertising placed on client
stations or systems) was approximately $2.4 billion, comparable to the amount
of gross billings for the year ended December 31, 1995. The percentage
composition of gross billings by broadcast media for the year ended December
31, 1996 was approximately 61.9% for television, 31.9% for radio and 6.2% for
cable, interactive/Internet and international (on a 100% owned basis). The
percentage composition of gross billings for the year ended December 31, 1995
was approximately 66.1% for television, 27.8% for radio and 6.1% for cable
and international (on a 100% owned basis). (The 1996 figures exclude the
billings of the United Television stations). The commission rates that the
Company charges vary between media and within each medium.
In recent years, the Company has spent a significant amount of resources
acquiring representation contracts. The decision to acquire a representation
contract is based upon the market share opportunity presented and an analysis
of the costs and net benefits to be derived. If an existing representation
contract is canceled by a client station, the station is obligated to pay the
commissions that would have been earned over the remaining term of the
contract. As is typical in the industry, the successor representation firm
bears this expense. The Company amortizes this cost over the period of
benefit of the acquired contract. The Company continuously seeks
opportunities to acquire additional representation contracts on attractive
terms, while maintaining its current client roster. In addition, the recent
changes in ownership of broadcast properties have fueled changes in client
engagements among independent media representation firms. These changes and
the Company's ability to acquire and maintain representation contracts can
cause fluctuations in the Company's revenues and cash flows from period to
period.
The Company's business normally follows the pattern of advertising
expenditures in general and is seasonal to the extent that radio, television
and cable television advertising spending increases during the fourth
calendar quarter in connection with the Christmas season and tends to be
relatively weaker during the first calendar quarter. Radio advertising
generally increases during the summer months when school is not in session.
In addition, broadcast media also tends to experience increases in the amount
of advertising revenues as a result of special events such as Presidential
election campaigns. Furthermore,
35
<PAGE>
the level of advertising revenues of radio and television stations, and
therefore the level of revenues of the Company, is susceptible to prevailing
general and local economic conditions and the corresponding increases or
decreases in the budgets of radio, television and cable advertisers, as well
as market conditions and trends affecting advertising expenditures in
specific industries.
The 1994 Acquisition was accounted for using the purchase method of
accounting, and the purchase price was allocated to assets and liabilities
based upon their respective fair values. As a result of the 1994 Acquisition,
the financial results of the Company are not directly comparable to those of
the Predecessor Company.
RESULTS OF OPERATIONS
The accompanying analysis compares the results of the Company for 1996
with the results of the Company for 1995 and the results of the Company for
1995 with the combined results of the Company and the Predecessor Company for
the year ended December 31, 1994. The combined results for the year ended
December 31, 1994 include the period January 1, 1994 through August 11, 1994
for the Predecessor Company and the period August 12, 1994 through December
31, 1994 for the Company.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------
PREDECESSOR AND THE COMPANY
COMPANY COMBINED ------------------------
1994 1995 1996
---------------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Operating revenues, net ................................... $184,785 $184,667 $183,136
Operating expenses, excluding depreciation, amortization
and the provision for relocations ........................ 146,484 138,521 139,158(1)
Depreciation and amortization ............................. 20,853 10,071 9,748
Provision for relocations ................................. -- 6,400 --
Operating income .......................................... 17,448 29,675 34,230
Interest expense, net ..................................... 25,722 25,157 20,656
Income (loss) before tax provision (benefit),
extraordinary item and cumulative effect of accounting
changes .................................................. (8,274) 4,518 13,574
OTHER DATA:
EBITDA(2).................................................. 42,708 50,377 44,042
</TABLE>
36
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
PREDECESSOR AND THE COMPANY
COMPANY COMBINED ------------------
1994 1995 1996
---------------- -------- ---------
PERCENTAGE OF OPERATING REVENUE, NET
------------------------------------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Operating revenue, net ......................................... 100.0% 100.0% 100.0%
Operating expenses, excluding depreciation, amortization and
the provision for relocations ................................. 79.3 75.0 76.0
Depreciation and amortization .................................. 11.3 5.5 5.3
Provision for relocations ...................................... -- 3.5 --
Operating income ............................................... 9.4 16.1 18.7
Interest expense, net .......................................... 13.9 13.6 11.3
Income (loss) before tax provision (benefit), extraordinary
item and cumulative effect of accounting changes .............. (4.5) 2.4 7.4
OTHER DATA:
EBITDA margin .................................................. 23.1 27.3 24.0
</TABLE>
- --------------
(1) Includes the $1,500 reversal of relocation costs accrued in 1995 related
to the Company's plan to reduce headquarters facility requirements as the
Company has determined that such plan is no longer economically feasible.
(2) The following table reconciles operating income to EBITDA for the periods
indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------
PREDECESSOR AND THE COMPANY
COMPANY COMBINED --------------------
1994 1995 1996
---------------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Operating income .................................. $17,448 $29,675 $34,230
Depreciation and amortization ..................... 20,853 10,071 9,748
Non-cash rent and other expense (a) ............... 1,407 2,734 1,454
Non-cash compensation related to stock options
(b)............................................... -- 1,497 110
Termination payments .............................. 3,000 -- --
Provision for relocations ......................... -- 6,400 --
Reversal of provision for relocation .............. -- -- (1,500)
---------------- --------- ---------
EBITDA ............................................ $42,708 $50,377 $44,042
================ ========= =========
</TABLE>
- --------------
(a) Non-cash rent expense represents the difference between rent expense
recorded pursuant to SFAS No. 13 and the portion requiring the use of cash
or other current assets.
(b) See Note 4 of Notes to Consolidated Financial Statements.
COMPARISON OF 1996 TO 1995
Net operating revenues in 1996 totaled $183.1 million, a decrease of $1.5
million or 0.8%, compared to net operating revenues of $184.7 million in
1995. This decrease reflected (i) the effects of the consolidation of station
ownership following the passage of the Telecommunications Act leading to net
client losses in television offset in part by net client gains in radio and
(ii) the mid-1995 transfer of the United Television stations (representing
$3.1 million of revenues in 1995) to a new representation firm in which the
Company receives a profit distribution rather than reporting revenue and
associated expenses.
Operating expenses, excluding depreciation and amortization and the $6.4
million provision for relocations recorded in 1995, increased $0.7 million or
0.5% from $138.5 million in 1995 to $139.2 million in 1996. This increase
reflects (i) an increase in salary and related costs related primarily to the
37
<PAGE>
establishment of a sixth radio company, Sentry Radio, the creation of the
Company's Interactive/Internet unit, Katz Millennium Marketing, plus normal
inflationary increases, offset by a decrease in compensation expense
associated with the mid-1995 transfer of the United Television stations, and
(ii) a decrease in selling, general and administrative costs primarily
resulting from the third quarter one-time reversal of the $1.5 million
accrual of costs related to the Company's plan to reduce its headquarters
facility requirements, which the Company determined is no longer economically
feasible.
Depreciation and amortization decreased by $0.3 million, or 3.2% for 1996,
compared to 1995, due to lower amortization expense related to
non-competition agreements related to the 1994 Acquisition which became fully
amortized during the first nine months of 1995. Included in depreciation and
amortization for 1996 is a gain of approximately $3.6 million on the transfer
of a representation contract to an affiliate of the Company, Katz Media
Services, Inc. ("KMSI"), in exchange for cash consideration of approximately
$4.9 million, which reduced depreciation and amortization expense. In
connection with the Refinancing, this contract was repurchased by the Company
for approximately $1.3 million. No gain or loss was recognized on the
subsequent repurchase.
Operating income increased to $34.2 million in 1996 from $29.7 million in
1995, or 15.3% as a result of the effects of the items mention above.
Interest expense, net aggregated $20.7 million for 1996, a decrease of
$4.5 million compared to 1995. In 1995, the Company incurred $4.7 million of
interest and amortized deferred financing costs related to debt which was
reduced or satisfied with the net proceeds of the 1995 IPO in April 1995.
Income before income tax provision and extraordinary item totaled $13.6
million for 1996 compared to $4.5 million for 1995. This result was due
primarily to the components enumerated above.
Net loss for 1996 of $2.1 million reflects an extraordinary loss on early
extinguishment of debt of $6.7 million, net of an income tax benefit of $4.6
million, resulting from the Company's repurchase of the Katz Notes and the
replacement of the Company's former senior credit facilities as described in
Note 5 of Notes to Consolidated Financial Statements. The Company has
historically experienced net losses, principally as a result of significant
interest charges and depreciation and amortization charges. The Company
expects that amortization charges related to the buyout of station
representation contracts and interest charges will continue to have a
significant impact on its results of operations.
The difference between the effective tax rate of approximately 66.2%
compared to the U.S. statutory rate of 35% is primarily attributable to
permanent differences between book and taxable income related to goodwill
amortization, other nondeductible expenses and state income taxes. For
further explanations, see Note 7 of Notes to Consolidated Financial
Statements.
COMPARISON OF 1995 TO 1994
Net operating revenues in 1995 totaled $184.7 million, a decrease of $0.1
million, compared to net operating revenues of $184.8 million in 1994. Net
operating revenues for 1995 remained relatively constant and reflect
reductions associated with (i) the deconsolidation of the cable revenues as a
result of the establishment of NCC in January 1995; (ii) the mid-year
transfer of the United Television stations to a new representation firm in
which the Company receives a profit distribution rather than reporting
revenue and associated expenses; and (iii) the loss of two major radio
clients in late 1994 (one of which has since returned to the Company). The
effect of these items amounted to a decrease in net operating revenues of
approximately $10.6 million or 5.7% as compared to 1994, which was offset
almost entirely by an increase in operating revenues from continuing and new
clients. On a "constant station" basis (deleting revenues of stations
acquired or lost after December 31, 1994 for the relevant period), operating
revenues increased approximately 5.0% during 1995 as compared to 1994, while
total estimated expenditures for national spot advertising from all sources
increased by 1.7%.
Operating expenses, excluding depreciation, amortization and the non-cash
provision for relocations of $6.4 million, decreased $8.0 million, or 5.4%,
from $146.5 million in 1994 to $138.5 million in 1995. This decrease was
primarily attributable to the effects of certain cost reduction programs
implemented in 1995, the difference in the accounting treatment for the cable
operations described above, a one time non-cash
38
<PAGE>
charge of $3.0 million in the third quarter of 1994 related to payments to
certain former executives of the Predecessor Company in connection with the
1994 Acquisition and decreased compensation expense reflecting the transfer
of the United Television stations. The provision for relocations relates
primarily to the relocation of one of the Company's expanding subsidiaries to
permit its continued growth in the most effective manner and the anticipated
reduction of its headquarter facility requirements. Operating expenses,
excluding depreciation, amortization and the non-cash provision for
relocations, as a percentage of operating revenues, decreased from 79.3% for
1994 to 75.0% for 1995.
Depreciation and amortization decreased by $10.8 million, or 51.7%, for
1995, compared to 1994, due to the significant effects of amortization of
income on certain contracts sold in 1994 and 1995 which were amortized (and
became fully amortized in 1995) and as a result of longer initial terms on
contracts acquired in 1994 and 1995, which determines the period for contract
cost amortization. The effect of both of these items was to reduce
amortization expense for 1995 when compared to 1994. These items were in turn
partially offset by the effects of additional goodwill amortization in 1995
resulting from the 1994 Acquisition. The Company expects that continued
acquisition of new contracts will likely result in increases in depreciation
and amortization expenses in the future as well as continued increases in
liabilities to make payments related to contract acquisitions. Absent
additional contract dispositions, depreciation and amortization expense is
expected to increase in future periods.
Operating income increased to $29.7 million in 1995 from $17.4 million in
1994, or 70.7%. As a percentage of net operating revenues, operating income
increased to 16.1% for 1995, compared to 9.4% for 1994, primarily due to the
items enumerated above. Operating income excluding the non-cash provision for
relocations increased to $36.1 million in 1995 from $17.4 million in 1994, or
206.8%. As a percentage of net operating revenues, operating income excluding
the non-cash provision for relocations increased to 19.5% for 1995, compared
to 9.4% for 1994, primarily due to the items enumerated above.
Interest expense, net amounted to $25.2 million for 1995, a decrease of
$0.6 million compared to 1994. Included in 1995 and 1994 were $4.7 million
and $7.5 million, respectively, of interest and amortized deferred financing
costs related to the debt which was reduced or satisfied with the net
proceeds of the 1995 IPO.
Income before tax provision and extraordinary item totaled $4.5 million
for 1995 compared to a $8.3 million loss for 1994. This result was primarily
due to the components enumerated above.
Net loss for 1995 of $0.7 million also reflects an extraordinary loss on
early extinguishment of debt of $0.8 million, net of an income tax benefit of
$0.6 million, as a result of the Company amending the Old Credit Agreement in
1995 as described in Note 5 of the Notes to the Consolidated Financial
Statements. The Company and the Predecessor Company have historically
experienced net losses, principally as a result of significant interest
charges and depreciation and amortization charges. The Company expects that
amortization charges related to the buyout of station representation
contracts and interest charges will continue to have a significant impact on
the Company's results of operations.
The difference between the effective tax rate of approximately 98%
compared to the U.S. statutory rate of 35% is primarily attributable to
permanent differences between book and taxable income related to goodwill
amortization, other nondeductible expenses and state income taxes. For
further explanations, see Note 7 of the Notes to the Consolidated Financial
Statements.
LIQUIDITY AND CAPITAL RESOURCES
Operating activities in 1996 provided cash of $8.6 million as compared to
$15.1 million in 1995. The decrease in cash provided by operating activities
in 1996 as compared to 1995 was due primarily to lower operating results in
1996, combined with increased net working capital requirements in 1996.
Net cash used in investing activities during 1996 was $23.2 million,
compared to net cash used in investing activities during 1995 of $29.0
million. This decrease in cash used in investing activities was primarily the
result of the increase in net payments made on the purchases of station
representation contracts in 1996 of $4.2 million as compared to 1995, offset
by the 1995 investment in the Cable Joint Venture of $10.8 million.
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During the three years ended December 31, 1996, 1995 and 1994, the Company
spent $42.4 million, $31.9 million and $11.9 million, respectively, on
buyouts of station representation contracts. The Company received $26.0
million, $19.8 million and $9.5 million from station representation contracts
bought out in such periods, resulting in a net cash outlay of $16.4 million,
$12.2 million and $2.4 million, respectively. Capital expenditures during the
years ended December 31, 1996, 1995 and 1994 amounted to $6.8 million, $6.0
million and $2.1 million, respectively. At December 31, 1996, the Company had
liabilities to make cash payments on station representation contracts, net of
receivables on sales of station representation contracts, of $30.0 million,
as compared to $14.0 million at December 31, 1995.
Overall cash flows from financing activities provided $17.4 million during
1996 versus $12.3 million in 1995, an increase of $5.1 million. Excluding the
effects of the Refinancing and the 1995 IPO, the cash provided by financing
activities during 1996 increased on a net basis by $13.3 million primarily as
a result of increased facility borrowings.
At December 31, 1996, the Company had approximately $184.5 million of
unamortized goodwill recorded on its balance sheet. The Company assesses the
recoverability of goodwill regularly and believes the unamortized balance at
December 31, 1996 is fully recoverable based upon several factors, including
(i) the history of generating positive operating cash flows and operating
income, (ii) the Company's proven ability to react to changes in market
needs, (iii) the long history of the Company and its leadership position in
the industry and (iv) the computed buyout value of its station representation
contracts.
EBITDA for 1996 decreased $6.3 million, or 12.6%, to $44.0 million as
compared to $50.4 million for 1995. This decrease was attributable primarily
to lower operating revenues and higher cash expenses, including the start-up
and operating costs associated with the new Sentry Radio division and Katz
Millennium Marketing discussed above. Non-cash items in 1996 included the
$1.5 million reversal of the provision for relocations relating to the
Company's plan to reduce its headquarters facility requirements, versus a
non-cash provision for relocations of $6.4 million in 1995.
EBITDA for 1995 amounted to $50.4 million, an increase of $7.7 million, or
approximately 18.0%, over the $42.7 million EBITDA for 1994. This increase
was attributed primarily to the Company's cost reduction efforts resulting in
an increase in the EBITDA margin from 23.1% for 1994 to 27.3% for 1995.
Non-cash items in 1995 included $2.7 million of rent and other expenses, $1.5
million of compensation expense related to stock options and $6.4 million
related primarily to the relocation of one of its expanding subsidiary
operations.
On December 19, 1996, the Company completed the Refinancing, designed to
increase the availability of funds for working capital purposes and enhance
the Company's operating and financial flexibility. As part of the
Refinancing, the Company consummated a private placement of $100.0 million of
its 10 1/2% Series A Senior Subordinated Notes due 2007 and entered into the
New Credit Agreement providing for aggregate borrowings of up to $180.0
million. In connection with the New Credit Agreement, the Old Credit
Agreement, which provided for a revolving credit facility of up to $94.9
million, was terminated. The New Credit Agreement provides for term loans of
$100.0 million and revolving loans of $80.0 million. The term loans are fully
drawn. The New Credit Agreement contains certain restrictions and
limitations, including limitations on the payment of cash dividends and
similar restricted payments, other than a certain amount of dividend payments
to be used to finance the possible repurchase by KMG of its common stock. The
New Credit Agreement also requires the Company to maintain a certain ratio of
EBITDA to fixed charges, a total interest charge ratio and a total debt to
EBITDA ratio.
In addition, as part of the Refinancing, the Company repurchased $97.7
million of the Company's $100.0 million original principal amount of Katz
Notes, of which $97.8 million aggregate principal amount was outstanding
prior to the Refinancing. For a further description of the Refinancing,
including the mandatory repayment schedule of the New Credit Agreement, as
well as restrictive covenants and ratio requirements, see Note 5 of Notes to
Consolidated Financial Statements.
The Company's long-term debt increased from $179.5 million at December 31,
1995 to $217.6 million at December 31, 1996. At December 31, 1996 the Company
had $22.5 million available to be drawn under the New Credit Agreement. The
remaining $40.0 million will become available in the future subject to the
achievement of certain financial ratios and compliance with certain other
conditions.
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A substantial portion of the Company's cash flow from operations will be
dedicated for the foreseeable future to the servicing of its indebtedness
under the New Credit Agreement and the Notes, the payment of rent expenses
and its other fixed charges, and payments in connection with acquisitions of
station representation contracts. The degree to which the Company is
leveraged could make it vulnerable to changes in general economic conditions,
downturns in industry conditions or increases in prevailing interest rates.
In addition, the Company's ability to obtain additional financing for working
capital, capital expenditures, acquisitions or other purposes may be limited.
CHANGES IN ACCOUNTING PRINCIPLES
Effective January 1, 1996, the Company has adopted Statement of Financial
Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of
Long-Lived Assets." This statement requires a review of long-term tangible
and intangible assets (such as goodwill) for impairment of recorded value and
resulting write downs if value is impaired. The adoption of SFAS No. 121 did
not have a significant effect on the Company's financial position or results
of operations.
EFFECTS OF INFLATION
Inflation has not had a significant effect on Company operations. However,
there can be no assurance that inflation will not have a material effect on
the Company's operations in the future.
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BUSINESS
GENERAL
The Company is the only full-service media representation firm in the
United States serving multiple types of electronic media, with leading market
shares in the representation of radio and television stations and cable
television systems. The Company is exclusively retained by over 2,000 radio
stations, 340 television stations and 1,500 cable systems to sell national
spot advertising air time throughout the United States. National spot
advertising is commercial air time sold by a radio or television station or
cable system to advertisers located outside its local market. The Company
conducts its business through 65 sales offices, located strategically
throughout the United States, serving broadcast and cable clients located in
over 200 dominant market areas, or DMAs. The Company represents at least one
radio or one television station in each of the 50 largest DMAs and in over
97% of all DMAs. The Company's client stations include network-owned,
network-affiliated and independent stations. The Company's net operating
revenues and EBITDA were $184.7 million and $50.4 million, respectively, for
the year ended December 31, 1995, and $183.1 million and $44.0 million,
respectively, for the year ended December 31, 1996.
The Company's client stations have a combined national spot advertising
market share, measured as a percentage of gross billings of media
representation firms for 1996, of approximately 53% of the United States spot
radio market (based upon a market size estimated at approximately $1.5
billion for the same period), approximately 24% of the United States spot
television market (based upon a market size estimated at approximately $7.0
billion for the same period) and approximately 59% of the United States cable
market (based upon a market size estimated at approximately $200 million for
the same period). National spot advertising, which is generally purchased by
national advertisers in a variety of local markets in the United States,
typically accounts for approximately 50% of a television station's revenue
and approximately 20% of a radio station's revenue. Radio and television
stations retain media representation firms, pursuant to exclusive
representation contracts, to sell commercial air time to national
advertisers, while such stations have in-house staffs to handle sales to
local advertisers. The representation contracts generally range from one to
ten years in term and continue thereafter until terminated, typically on at
least one year's notice. The Company generally can sell advertising time on a
national level more efficiently and more economically than stations could
themselves due to the Company's national presence through 65 sales offices.
In addition, client stations benefit from the Company's highly skilled,
professionally trained sales organization of approximately 1,400 people
(including the employees of NCC), its extensive on-line computer services and
customized marketing research. The Company offers advertisers "one-stop
shopping" for air time on the Company's large portfolio of client stations
and cable systems.
The Company, with over one hundred years of service to the media industry,
has grown in recent years through advertising revenue increases at its
existing client stations, the acquisition of representation contracts of its
competitors, and the selective acquisition of other media representation
firms. Since 1990, the number of radio stations represented by the Company
has increased by approximately 710 and the number of television stations
represented or supported by the Company has increased by approximately 133.
The Company has grown, in part, through the acquisition of other media
representation firms, during a period of significant consolidation in the
media representation industry. The industry consolidation reflects the
competitive pressures on smaller media representation firms and the decision
by certain broadcast station groups to take advantage of the national
presence, economies of scale and comprehensive services offered by
independent media representation firms such as the Company.
The Company provides media representation services to the U.S. cable
television industry exclusively through NCC, the Cable Joint Venture, among
the Company, affiliates of Comcast Corporation ("Comcast"), Continental
Cablevision, Inc. ("Continental"), Cox Communications, Inc. ("Cox") and Time
Warner Entertainment Company, L.P. ("Time Warner"). The Company is the
general partner of the Cable Joint Venture with a 50% partnership interest.
The remaining 50% partnership interest is divided equally among the other
parties. The limited partners agreed that cable systems with certain minimum
levels of subscribers would be represented exclusively by the Cable Joint
Venture. The Cable Joint Venture is the largest cable television media
representation firm in the United States (based on gross
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billings), representing systems with an aggregate of approximately 38.1
million subscribers. The Cable Joint Venture represents a partnership among
all Chicago area cable operators providing for the first hard-wired, all
subscriber, digital interconnect system. The Chicago Cable Interconnect
system became operational in October 1996. In October 1996, the Cable Joint
Venture announced plans for the second such system in Detroit. See "--Cable
Television."
In November 1995, the Company announced the formation of Sentry Radio
Sales, a full service radio sales representation firm, which is a division of
the Company. See "--Radio Representation." In December 1995, the Company
announced the establishment of Katz Millennium Marketing, its subsidiary,
which specializes in interactive television projects, Internet web sites and
other on-line services. See "--Internet / Interactive Television."
The Company has the following three-part operating strategy:
Expand Market Share. To increase its market share, the Company will seek
to expand its operations in existing and new markets by developing new
clients, acquiring representation contracts of its competitors and
selectively pursuing the acquisition of representation firms. The Company
will also pursue new opportunities in developing media technologies such as
Internet marketing, where Katz Millennium Marketing provides representation
services to Internet web sites, interactive television projects and on-line
services and, through its Katz International subsidiary, will seek to
increase its presence in international markets.
Provide Highest Quality Service. To better serve its existing clients, the
Company will continue to offer comprehensive advertisement, planning and
placement services, as well as a broad range of value-added benefits,
including marketing, research, consulting and programming advisory services.
The Company believes these services help to improve the ratings of its client
stations, thereby stimulating further demand for the Company's representation
services.
Increase Overall Demand for National Spot Advertising. The Company's
efforts to increase overall demand for national spot advertising are enhanced
by its continued development of the Katz Networks. The Katz Networks refers
to the portfolios of client radio and television stations and cable systems
which the Company packages together (in various combinations) and markets to
advertisers as informal or unwired networks. Advertisers are able to place
advertisements efficiently on as few as two stations or as many as all
stations represented by the Company to target specific demographic groups or
markets. Through these networks of client stations, the Company has the
ability to reach audiences in size equivalent to those of the major radio and
television networks. The Katz Networks also offer flexibility by providing an
alternative to the more limited offerings of the traditional broadcast
networks. The Company believes that the breadth of the Katz Networks cannot
presently be duplicated to the same extent by any other representation firm
because of the large number of client stations required to effectively offer
such a service. In addition, the Company is the only representation firm
engaging in multiple types of electronic media, including radio, television,
cable television and the Internet.
BACKGROUND OF THE BUSINESS
Media representation firms are retained by radio and television stations
and cable television systems to sell commercial air time to advertisers
located outside their local markets. This air time is called national spot
advertising because it is placed or "spotted" in one or more broadcast or
cable markets. This is in contrast to network advertising, which is broadcast
simultaneously throughout the United States on network-affiliated stations,
and local advertising, which is generally sold to local advertisers through a
station's own sales and marketing staff. Usually, national spot advertising
time is sold via advertising agencies, which are hired by advertisers to plan
and create their advertising campaign and to place such advertising with
radio and television stations, cable systems and other media. The types of
broadcast and cable advertising are summarized in the chart below.
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- -------------------------------------------------------------------------------
Classes of Broadcast and Cable Advertising
- -------------------------------------------------------------------------------
National Spot Represents commercial air time sold on a radio or television
station or cable system to a national advertiser or
advertising agency located outside the station's or system's
geographic area. For most nationally distributed products, a
particular demographic audience or geographic region is
reached more effectively through spot purchases arranged
through media representation firms.
- -------------------------------------------------------------------------------
Local Spot Represents commercial air time sold on a radio or television
station or cable system directly to an advertiser or
advertising agency located in the station's or system's
geographic area. This time is generally sold by the
station's internal sales staff.
- -------------------------------------------------------------------------------
Network Represents commercial air time sold directly by a network to
a national advertiser to be aired during the network's
programming.
- -------------------------------------------------------------------------------
REPRESENTATION CONTRACTS
Representation firms generate revenues through contractual commissions
from the sale of advertising time on behalf of client stations. These
revenues are based on the station's "net billings" (usually defined as gross
advertising billings less customary advertising agency commissions, which are
typically 15%). Representation contracts are up to ten years in initial
length and are evergreen thereafter. The evergreen period is the contractual
term of a representation contract following the expiration of the initial
term thereof, during which period the contract is extended until notice of
cancellation is given in accordance with the notice provisions of the
contract (typically, at least one year). For example, if a contract with an
initial term of three years and an evergreen provision is canceled without
notice by the client station after two years, the representation firm is
contractually entitled to be compensated in an amount equal to 26 months of
commissions (i.e., 12 months for the remaining term of the contract, 12
months for the advance or evergreen notice period and, typically, two
additional months representing spillover commissions for sales made prior to
cancellation). In accordance with industry practice, termination payments are
generally made by the successor representation firm. The Company generally
amortizes the cost of acquiring new contracts over the benefit period
(typically representing the initial term plus the evergreen period of the
acquired contracts), although contracts are expected to provide significantly
longer-term revenue beyond this initial period. The Company similarly
amortizes the income associated with the buyout of an existing client's
contract over the payment period (or period of benefit).
In recent years, and in particular in 1996 following the passage of the
Telecommunications Act of 1996 (the "Telecommunications Act"), the
broadcasting industry has undergone substantial consolidation. The
consolidation of broadcast station ownership has led to the development of
larger client station groups and has increased the level and frequency of
buyouts. Station groups have tended to negotiate exclusive long-term
representation contracts with a single media representation firm covering all
of their stations, including stations acquired after the date of the initial
representation contract. The Telecommunications Act has eliminated certain of
the restrictions on multiple ownership of radio and television stations by a
single entity and has relaxed certain other restrictions on cross-ownership
of broadcast properties. The Company expects further consolidation of the
broadcast industry as a result of the passage of the Telecommunications Act.
See "Risk Factors--Changes in Broadcasting Industry Regulations and Ownership
of Client Stations."
In 1996, television, cable television and radio advertising together
comprised approximately $52.4 billion or 30.2% of total U.S. advertising
expenditures. Total 1996 expenditures for national spot advertising from all
sources were estimated to be approximately $10.0 billion for broadcast and
cable television and $2.1 billion for radio, of which approximately $7.2
billion and $1.5 billion, respectively, were commissionable billings. Cable
advertising is a much less mature market than radio or television
advertising. However, the use of exclusive representation is becoming more
prevalent in the cable
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television industry, which is currently served by two major national
representation firms, NCC and CNI, Inc., as well as smaller regional firms.
The accompanying chart provides a breakdown of television (including cable)
and radio advertising by class.
TELEVISION/CABLE AND RADIO ADVERTISING SPENDING IN 1996
(DOLLARS IN BILLIONS)
[GRAPHIC OMITTED]
SOURCE: MCCANN-ERICKSON
RADIO REPRESENTATION
The Company is the leading radio representation firm in the country (based
on gross billings), representing on an exclusive basis over 2,000 radio
stations throughout the United States with national spot radio billings in
excess of $789 million in 1996. The Company conducts its radio representation
business through its Katz Radio, Christal Radio, Banner Radio, Eastman Radio,
Sentry Radio and Katz Hispanic Media operations. Each of these six
representation operations performs autonomously within the Company and
services a cross-section of stations, markets, geographic locations,
demographics and formats (with the exception of Katz Hispanic Media). This
autonomy serves to heighten competition among the six operations, which the
Company believes enhances its overall performance.
The Company provides a full range of marketing services, grouped under KRG
Dimensions, including sales promotion support, and customized audience/market
research to meet the needs of client stations and to develop new sources of
spot and unwired radio network advertising revenues. In addition, the
Company's research department continuously analyzes a variety of data to
provide its salespeople with creative means with which to demonstrate radio's
advantages over other media. Local economic conditions, station performance
levels and qualitative marketing data are closely monitored by the research
department.
The Company's growth in radio representation, aside from that resulting
from acquisitions, is the result of the continuing demand for radio
advertising and certain competitive advantages enjoyed by the Company, such
as the Katz Networks. The Katz Networks refers to the Company's informal or
unwired networks of client stations that the Company can package together and
market to advertisers seeking to reach specific demographic groups in those
geographic markets meeting the advertisers' quantitative and qualitative
criteria.
The Company's revenues from radio representation are derived from a
diverse client base of stations throughout the United States. The Company's
largest single client accounted for approximately 5.5% of the Company's total
1996 net operating revenues. The Company's clients include the following
prominent radio broadcasting companies:
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ABC
American Radio Systems/
EZ Communications
Bonneville International
Cox Communications
Evergreen Media/Chancellor
Broadcasting Company/
Viacom International
Hearst Broadcasting
Heftel Broadcasting
Heritage Media
Jacor Communications
Tribune Broadcasting
TELEVISION REPRESENTATION
The Company is one of the leading television representation firms in the
country, representing on an exclusive basis over 340 television stations with
national spot television billings of approximately $1.5 billion in 1996. The
Company conducts its television representation business through two
autonomous operations, Katz Television (consisting of Katz American
Television, Katz Continental Television and Katz National Television) and
Seltel.
Katz Television's three operating divisions each target a particular
market segment and operate autonomously while sharing substantially all
overhead functions. The Company believes this structure enables its divisions
to provide clients with specialized expertise in the respective markets they
serve. Katz American Television represents stations affiliated with the three
major networks (ABC, CBS and NBC) ("network-affiliated stations") in the 50
largest DMAs. Katz Continental Television represents network-affiliated
stations in medium and smaller markets, generally DMAs ranked 51 and higher.
Katz National Television represents large market, network-affiliated,
independent and Fox, United Paramount Network and The Warner Brothers
Television Network affiliated stations.
Seltel represents over 140 television stations, and the Company believes
Seltel is the largest representative of Fox network affiliates, which
comprise 56 of Seltel's client stations. Since Katz Television and Seltel are
operated independently of one another, the Company generally is able to
represent more than one television station in a market.
The Company believes it has achieved a leading position in television spot
advertising through, among other things, the strength of its 40 television
sales offices, its marketing services and its unwired networking
capabilities. The Company believes it has the largest and most sophisticated
marketing, programming advisory and research data support capability in the
television representation industry, and utilizes unique proprietary computer
applications to help formulate and implement comprehensive media marketing
plans. The Company provides client stations with marketing research and other
services that not only can increase a station's national spot business, but
also can be used by the client station to generate sales in its local market.
The Company's revenues from television representation are derived from a
diverse client base of stations throughout the United States, although there
are some regional markets which the Company does not presently service and
which the Company has targeted for future revenue growth. The Company's
largest single client accounted for approximately 5.5% of the Company's total
1996 net operating revenues. In addition, the Company's clients are well
diversified by network affiliation. The Company's clients include the
following prominent television broadcasting companies:
Abry Communications
Allbritton Communications
Bahakel Broadcasting
Benedek Broadcast Group
Clear Channel Communications
Cosmos Broadcasting
Fisher Broadcasting
Granite Broadcasting
Gray Communications
Hearst Corporation
Landmark Communication
Lee Enterprises
Maine Broadcasting
McKinnon Broadcasting
New York Times
Paramount Communications
Pulitzer Broadcasting
Raycom Inc.
Scripps Howard Broadcasting
Sullivan Broadcasting Company
Smith Broadcasting
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CABLE TELEVISION
The Company began servicing the cable television advertising market
through Cable Media Corporation ("Cable Media") in 1992. During 1993 and
1994, Cable Media secured significant representation contracts with
Tele-Communications, Inc., the nation's largest cable system operator, and
other well-known cable operators at the time such as Adelphia, Multimedia,
Times Mirror, Paragon and Tribune, and with the interconnects that serve
Detroit and Miami. In January 1995, the Company formed the Cable Joint
Venture by contributing $10.5 million in cash and the assets of Cable Media
and agreeing to conduct all of its existing and future cable representation
activities through the Cable Joint Venture in exchange for a 50% partnership
interest in the Cable Joint Venture. The remaining 50% partnership interest
is divided equally among Comcast, Continental, Cox and Time Warner. The
limited partners contributed all of the assets of National Cable Advertising,
L.P. ("NCA") and agreed that cable systems with certain minimum levels of
subscribers would be represented exclusively by the Cable Joint Venture. The
profits and losses of the Cable Joint Venture are apportioned between the
partners in accordance with their respective ownership interests. The Company
is the general partner of the Cable Joint Venture, for which it does not
receive additional compensation. The Cable Joint Venture is the largest cable
television media representation firm in the United States (based on gross
billings), representing systems with an aggregate of approximately 38.1
million subscribers.
Each limited partner or an affiliate is committed to appoint the Cable
Joint Venture as its national advertising representative for cable television
systems serving an aggregate of at least 2 million subscribers (subject to
certain exceptions). The representation agreements have an initial term of
two years with an extension at the option of the Cable Joint Venture based on
the achievement of certain performance results.
Cable advertising expenditures have grown substantially in recent years.
Over the past nine years, total cable advertising billings have more than
quadrupled. Within the cable advertising market, national spot cable has
accounted for an increasingly larger share of total cable advertising
(approximately $200 million in 1996). This trend is expected to continue for
the foreseeable future as cable matures, more sophisticated interconnects are
established and advertisers become educated regarding the benefits of
national spot cable advertising.
In November 1995, the Cable Joint Venture announced an agreement with a
partnership among all Chicago area cable operators providing for the first
hard-wired, all subscriber, digital interconnect system. The Chicago Cable
Interconnect has engaged the Cable Joint Venture on a long-term basis to
represent and operate the Interconnect for the cable partners. The Chicago
Cable Interconnect, which commenced operations in October 1996, serves as a
one-stop cable television buying outlet for regional and national
advertisers, providing for real-time, single-point insertions enabling
advertisements to run simultaneously across the Chicago DMA or target
specific market zones. The system enables spots to be aired instantaneously,
securing distribution to the DMA and increasing the attractiveness of cable
television to advertisers. The system has a single insertion system on 16
networks with distribution via fiber to the entire 1.5 million households in
the DMA and to five discrete zones. The system significantly enhances the
quality and reliability of the delivery of the advertisement and reduces the
administrative burden of billing and payment. For the first time, all cable
systems in a given market are fiber-optically linked with digital insertion
capabilities to deliver advertising from a central location. The five-year
contract is expected to increase advertising sales on cable television in the
Chicago area. The Cable Joint Venture intends to explore opportunities for
interconnects in other markets as they arise.
In October 1996, the Cable Joint Venture announced an agreement with the
Detroit area cable operators for the nation's second hard-wired cable
delivery system to provide real-time, single-point advertising insertion
capabilities. This system will have similar capabilities to The Chicago Cable
Interconnect, including state-of-the-art fiber-optic technology. The Cable
Joint Venture will also play an integral role in the system upgrade in
exchange for a long-term contract. The Detroit Interconnect will have the
capability to serve more than 1.4 million households in the DMA.
INTERNET / INTERACTIVE TELEVISION
In December 1995, the Company formed a new sales subsidiary, Katz
Millennium Marketing, to represent Internet web sites, interactive television
projects and on-line services. Katz Millennium has
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been retained on an exclusive basis to represent the Internet web sites for
such clients as CarTalk, Sandbox, Better Homes & Gardens and Bell South's
test of interactive television in suburban Atlanta, Georgia.
INTERNATIONAL
In May 1993, the Company formed Katz International to develop a European
media sales business. Katz International currently represents various radio
stations and cable television systems in the United Kingdom. The Company's
offices are located in London, England.
MEDIA MARKETING SERVICES
The marketing resources of the Company include customized
audience/marketing research, sales promotion support and management services.
The customized audience/marketing research offered by the Company consists of
statistical and demographic data that support advertisers' purchases of
advertising time on the Company's client stations. This research is drawn
from all available industry information and data services (e.g., The Arbitron
Company, A.C. Nielsen Company and Simmons Market Research) and is applied in
conjunction with the advertiser's marketing goals to develop an effective
program. Whether the emphasis is on a specific geographic region or
demographic group, this research assists the advertiser in determining the
effective level of both reach and frequency for the likely users of its
product. The information may also be used to recommend specific promotions,
the appropriate blending of media for an advertising campaign or the most
effective programming vehicles for a particular advertising campaign (such as
sports or weather). Sales promotion support includes concept development and
sales promotion programs. These programs blend advertising support,
merchandising and sales incentive programs. The Company can then suggest
promotional campaigns which may include partnerships with other advertising
media. The Company provides management services to two broad constituencies.
First, it offers media consulting assistance to advertisers, including single
source media planning for radio and television, and generates proposals for
sales promotions. The other constituent group is client stations, for whom
the Company conducts educational seminars and provides revenue forecasting
and technical assistance with the rating services.
MEDIA DATA SUPPORT SERVICES
The Company, through an independent third party, provides centralized
on-line computer services, which are available for use by all of its
employees through over 2,000 terminals and its proprietary local areas
networks located throughout the Company's offices. In addition, the Company
has developed and maintains proprietary PC software applications for use by
its sales force and client stations. The Company believes that no other
independent media representation firm maintains a media data computer service
operation similar to that of the Company. The Company's on-line services
provide innovative and proprietary sales systems and support to the Company's
sales staff and to client stations. The Company believes that broadcasters
and cable operators need to present the most compelling reasons for a
potential advertiser to buy national spot air time. Direct input is received
from client stations and the Company's sales force with what management
believes, is the most thorough sales and presentation tools available in the
industry.
The Company has designed other applications that help its sales force
attract a larger share of an advertiser's budget. For example, the Company
recently developed a proprietary system for television which, among other
things, enables salespeople to determine the optimal price to charge for
television spots on client stations. Another system designed exclusively for
radio provides salespeople at the Company with instant access to strategic
sales positioning information for each client radio station. The Company's
sales force also has access to other proprietary systems such as
county-by-county rating information, demographic program rankings, a
time-period agency system and metered market overnight ratings. All of these
systems are available continuously on an on-line basis. The Company believes
that no competitor provides its salespeople with this level of automated
sales tools.
48
<PAGE>
COMPETITION
The Company's success depends on its ability to maintain and acquire
representation contracts with radio and television stations and cable
systems. The media representation business is highly competitive, both in
terms of competition to gain client stations and to sell air time to
advertisers. The Company competes not only with other independent and network
media representatives but also with direct national advertising. The Company
also competes on behalf of its clients for advertising dollars with other
media such as newspapers and magazines, outdoor advertising, transit
advertising, direct response advertising, yellow page directories and point
of sale advertising.
The Company's major independent competitors serving television stations
include TeleRep/HRP (Harrington, Richter & Parsons, Inc.)/MMT (MMT Sales,
Inc.) and Petry Inc./Blair Television; and its major competitors serving
radio stations is The Interep Radio Store. The Company's only major
competitor serving cable systems is CNI, Inc. The Company is the only
full-service representation firm that serves television stations, radio
stations and cable television systems.
The Company believes that its ability to compete successfully with other
national spot advertising representation firms is based on its ability to
maintain and acquire representation contracts, the inventory of time it
represents, its value-added programs and support services, its ability to
provide unwired networks in both radio and television and the experience of
its sales personnel. The Company believes that it competes effectively, in
part, through its employees' knowledge of and experience in the Company's
business and industry, and their long-standing relationships with clients.
The Company also believes that its sales offices located throughout the
United States, its history of service to the industry, its status as the only
representation firm serving radio, television and cable clients, and its
media data systems provide it with competitive advantages that have resulted
in the Company's status as the leading media representation firm, based on
client stations' billings.
EMPLOYEES
As of December 31, 1996, the Company (including NCC) employed
approximately 1,780 persons, of which approximately 1,420 are sales related.
None of the Company's employees are represented by a union. The Company
believes its relations with its employees are excellent.
PROPERTIES
The Company maintains its corporate headquarters in New York, New York.
The lease agreement for approximately 186,000 square feet of corporate
headquarters office space expires in 2012. The Company operates out of 65
sales offices in 50 separate locations throughout the United States
(including 10 sales offices of the Cable Joint Venture). The Company's
executive and sales offices are believed by management to be adequate for the
Company's use.
LEGAL PROCEEDINGS
The Company from time to time is involved in litigation brought by former
employees and other litigation incidental to the conduct of its business. The
Company is not a party to any lawsuit or proceeding which, in the opinion of
management, is likely to have a material adverse effect on the Company.
49
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth certain information regarding the directors
and executive officers of the Company. The directors and executive officers
of the Company are the same as those of KMG.
NAME AGE TITLE
---- --- -----
Thomas F. Olson .... 48 President, Chief Executive Officer and Director
James E. Beloyianis . 47 Vice President, Secretary and Director
Richard E. Vendig .. 49 Senior Vice President, Chief Financial &
Administrative Officer, Treasurer
Stuart O. Olds ...... 47 Vice President and Director
L. Donald Robinson .. 58 Vice President
Thompson Dean ....... 38 Chairman of the Board of Directors
Thomas J. Barry .... 39 Director
Michael J. Connelly . 44 Director
Steven J. Gilbert ... 49 Director
Bob Marbut .......... 61 Director
David M. Wittels ... 32 Director
Thomas F. Olson joined the Company in 1975 as a television sales executive
in the firm's Chicago office. From 1977 to 1984, he held various positions at
Katz Continental Television and in 1984 was named President of Katz
Continental Television. In 1990, he was named President of Katz Television
and in April 1994 was promoted to the position of President of the Company.
Mr. Olson has been President, Chief Executive Officer and director of the
Company since August 1994. Mr. Olson is immediate past Chairman of the
Station Representatives Association.
James E. Beloyianis joined the Company in 1973 as a member of Katz
Television. He was promoted in 1991 to Senior Vice President of Katz
Television, a position he held until 1992, when he was promoted to Executive
Vice President of Katz Television. In April 1994, Mr. Beloyianis was promoted
to President of Katz Television. In August 1994, Mr. Beloyianis was appointed
to the positions of Vice President, Secretary and director of the Company.
Richard E. Vendig joined the Company in December 1994 as Senior Vice
President, Chief Financial and Administrative Officer, Treasurer. Immediately
prior to joining the Company, Mr. Vendig was Senior Vice President--Finance
and Secretary of CBI Holding Company, a privately owned pharmaceutical
distribution company. Prior thereto, Mr. Vendig served as a Director of
International Finance at Grey Advertising Inc., and more recently was an
independent consultant. Mr. Vendig previously was a partner of the accounting
firm of Ernst & Young LLP.
Stuart O. Olds joined the Company in 1977 as a radio salesman in the
firm's Chicago office. In 1981, Mr. Olds was promoted to Vice President of
Katz Radio and in 1984 to Vice President of the Katz Radio Group Network. Mr.
Olds was named President of Katz Radio in 1987 and was promoted to Executive
Vice President--Radio in 1990 and Executive Vice President, General
Manager--Radio in 1992. Since August 1994, Mr. Olds has served as President
of Radio and Vice President and director of the Company.
L. Donald Robinson joined the Company in May 1992 when Katz Media bought
Seltel Inc., of which he has served as President and Chief Executive Officer
since 1990. In August 1994, Mr. Robinson was promoted to Vice President of
the Company. Prior to 1990, Mr. Robinson was the President and Chief
Executive Officer of Don Robinson & Co., Inc., a media consulting firm.
Thompson Dean has served as Chairman of the Board of the Company since
August 1994. Since 1992, Mr. Dean has been a Managing Director of DLJ
Merchant Banking, Inc., the general partner of DLJMB and an affiliate of DLJ.
Mr. Dean was employed by DLJ in various capacities from 1989 until 1992. He
is also a director of Fiberite Holding Inc., Manufacturers' Services Limited,
Phase Metrics Inc. and CommVault Systems, Inc.
50
<PAGE>
Thomas J. Barry has served as a director of the Company since August 1994.
Mr. Barry has been a Senior Vice President of DLJ Merchant Banking, Inc.
since 1992. From 1989 to 1992, Mr. Barry worked in a variety of positions at
DLJ. He is also a director of CommVault Systems, Inc.
Michael J. Connelly has served as a director of the Company since August
1994. Mr. Connelly has been a Managing Director of DLJ since March 1992. From
1986 to 1992, Mr. Connelly was employed by The First Boston Corporation in
the Media and Communications Group.
Steven J. Gilbert has served as a director of the Company since August
1994. Mr. Gilbert is Managing General Partner of Soros Capital, L.P., the
venture capital and leveraged transaction entity of Quantum Group of Funds,
since 1992. He is also the Managing Director of Commonwealth Capital
Partners, L.P., a private equity investment fund, and was Managing General
Partner until 1988 of Chemical Venture Partners, which he founded in 1984. He
is also a director of Asian Infrastructure Fund, NFO Research, Inc.,
Peregrine Indonesia Fund Limited, Sydney Harbour Casino Holdings, Ltd, Terra
Nova (Bermuda) Holdings Ltd., UroMed Corporation, Affinity Technology Group,
Inc., Veritas-DGC, Inc and GTS-Duratek, Inc., and is a member of the Advisory
Committee of DLJMB.
Bob Marbut has been a director of the Company since August 1994. Mr.
Marbut has served as Chairman, Chief Executive Officer and director of Argyle
Television, Inc. since its founding in August 1994. Previously, he was Chief
Executive Officer and director of Argyle Television Holding, Inc. from March
1993 until its sale in April 1995. During this period, he also was Vice
President and director of Argyle Television Operations, Inc., a wholly-owned
subsidiary of Argyle Television Holding, Inc. Additionally, Mr. Marbut has
been Chairman and Chief Executive Officer of and has been associated with
Argyle Communications, Inc. and its predecessor since 1991. From 1970 until
1991, Mr. Marbut worked at Harte-Hanks Communications, Inc., where he served
as President and Chief Executive Officer. During this period, Harte-Hanks was
a diversified, nationwide media company which, among its activities, included
the ownership of broadcasting and advertising businesses. Mr. Marbut is also
a director of Tupperware Corporation, Diamond Shamrock, Inc. and Tracor, Inc.
David M. Wittels has been a director of the Company since August 1994. Mr.
Wittels is a Senior Vice President of DLJ Merchant Banking Inc. and was
previously a Vice President of DLJ Merchant Banking, Inc. since 1993. From
1989 to 1992, Mr. Wittels worked in a variety of positions at DLJ. He is also
a director of McCulloch Corporation.
The Company's by-laws provide that each officer and director of the
Company holds office until his or her successor is elected and qualified or
until his or her earlier death, resignation or removal.
COMMITTEES OF THE BOARD
The Board has an Audit Committee and Compensation Committee. Mr. Gilbert
is Chairman of the Audit Committee and Messrs. Barry and Wittels are members.
Mr. Marbut is Chairman and Messrs. Dean and Connelly are members of the
Compensation Committee.
The Audit Committee recommends to the Board each year the appointment of
independent auditors for the following year. The Audit Committee considers
the independence of such auditors; reviews the fees for audit and nonaudit
services; reviews the plan, scope and results of the independent audit;
reviews the recommendations resulting from such audit and the responses of
management to such recommendations; and reviews the accounting controls of
the Company that the Audit Committee or the Board may deem necessary or
desirable. The Committee also reviews the annual financial statements issued
by the Company to its security holders and makes recommendations as to
accounting and auditing policies which, in its judgment, should receive the
attention of the Board.
The Compensation Committee considers and approves certain remuneration
arrangements between the Company and its officers, including executive
officers' salaries; adopts or makes recommendations to the Board regarding
the adoption of compensation and employee benefit plans in which officers and
certain key employees of the Company and certain subsidiaries are eligible to
participate; grants bonuses, stock options, and other benefits pursuant to
Company plans; and administers such plans. Currently, the Compensation
Committee administers the 1994 Stock Option Plan (the "1994 Plan"), the 1995
Employee
51
<PAGE>
Stock Option Plan (the "1995 Plan") and the 1996 Restricted Stock Grant Plan.
The Compensation Committee also reviews and makes recommendations with
respect to the election of officers of the Company.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
All of the outstanding capital stock of the Company is owned indirectly by
KMG. The following table sets forth certain information with respect to the
beneficial ownership (as defined by the regulations of the Commission) of
shares (including shares which may be acquired within 60 days) of common
stock of KMG (which constitutes the only class of voting capital stock of
KMG), by (i) each person known to the Company to be the beneficial owner of
5% or more of the common stock of KMG, (ii) each director, (iii) the CEO and
the four most highly compensated executive officers of KMG and (iv) all
executive officers and directors as a group, based on data as of March 20,
1997.
<TABLE>
<CAPTION>
NAME OF PERCENT OF
BENEFICIAL OWNER NUMBER OF SHARES CLASS
---------------- ---------------- ----------
<S> <C> <C>
DLJ Merchant Banking Partners, L.P.
and related investors(1) ......................... 6,666,668 49.4%
277 Park Avenue, New York, NY 10172
The Capital Group Companies, Inc.(2) .............. 1,171,100 8.7%
333 South Hope St., Los Angeles, CA 90071
Thomas F. Olson ................................... 159,403 1.2%
James E. Beloyianis ............................... 146,556 1.1%
Stuart Olds ....................................... 146,056 1.1%
L. Donald Robinson ................................ 80,666 *
Richard E. Vendig ................................. 21,670 *
Thompson Dean(3) .................................. -- *
Thomas Barry(3) ................................... -- *
Michael Connelly(3) ............................... -- *
Steven J. Gilbert ................................. 4,444 *
Bob Marbut(4) ..................................... 212,778 1.6%
David Wittels(3) .................................. -- *
All directors and executive officers as a
group, including the above-named (11 persons)(5) 7,438,241 55.1%
</TABLE>
- --------------
* Less than one percent.
(1) Consists of shares held by the following related investors: DLJ Merchant
Banking Partners, L.P., 3,133,989 shares; DLJ International Partners, C.V.
("DLJIP"), 1,406,735 shares; DLJ Offshore Partners, C.V. ("DLJOP"), 81,562
shares; DLJ Merchant Banking Funding, Inc., 1,291,147 shares; and DLJ First
ESC L.L.C. ("DLJ ESC"), 753,235 shares. The address of each of such persons
except DLJIP and DLJOP is 277 Park Avenue, New York, New York 10172. The
address of each of DLJIP and DLJOP is John B. Gorsiraweg 6, Willemstad,
Curacao, Netherlands Antilles. DLJ Merchant Banking, Inc. may be deemed to
beneficially own indirectly all of the shares held directly by DLJMBF,
DLJIP and DLJOP; DLJ LBO Plans Management Corp. may be deemed to
beneficially own indirectly all of the shares held directly by DLJ ESC; and
Donaldson, Lufkin & Jenrette, Inc. ("DLJ Inc.") may be deemed to
beneficially own indirectly all of the shares shown above as held by DLJ
Merchant Banking Partners, L.P. and related investors. DLJ Inc. is an
indirect subsidiary of The Equitable Companies Incorporated. AXA and
related parties may be considered a parent company of The Equitable
Companies Incorporated.
(2) Based on information contained in Schedule 13G filed with the Commission on
December 31, 1996. Capital Guardian Trust Company and Capital Research and
Management Company, operating subsidiaries of The Capital Group Companies,
Inc., exercised investment discretion with respect to 689,500 and 482,300
shares, respectively, owned by various institutional investors.
52
<PAGE>
(3) Messrs Dean, Barry and Wittels are officers of DLJ Merchant Banking, Inc.
and Mr. Connelly is a Managing Director of DLJ. Share data shown for such
individuals excludes shares shown below as held by DLJ Merchant Banking
Partners, L.P. and related investors, as to which such individuals disclaim
beneficial ownership.
(4) Includes 166,667 Shares held by KHC Investors, L.P. and 41,667 held by Bob
Marbut directly. KHC Investors, L.P. is a limited partnership of which the
general partner is Argyle Communications, Inc., a corporation controlled by
Bob Marbut. Bob Marbut is also a limited partner of KHC Investors, L.P.
(5) Includes shares shown in the table below as beneficially owned by DLJ
Merchant Banking Partners, L.P. and related investors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
DLJ acted as arranger and an affiliate of DLJ acted as syndication agent
and is a lender under the New Credit Agreement. DLJ also acted as
dealer-manager in connection with the Tender Offer, the Initial Purchaser in
connection with the offering of the Old Notes and as managing underwriter in
connection with KMG's initial public offering and, from time to time,
provides other investment banking services to the Company, for which it has
received customary fees and expenses. The Company has retained DLJ as its
exclusive investment banker for a period of five years from August 1994 for
an annual fee of $200,000.
Mr. Marbut, a director of the Company, is also a director of Argyle
Television, Inc. and was a director of Argyle Television Operations, Inc. in
1996, clients of the Company. The Company generated approximately $1.4
million in revenues due to commissions on advertising sales made on behalf of
these clients in 1996.
SHAREHOLDERS AGREEMENT
In connection with the 1994 Acquisition, all of the initial shareholders
of KMG after consummation of the 1994 Acquisition (the "Initial
Shareholders") entered into a Shareholders Agreement (the "Shareholders
Agreement") which provides that the Board shall consist of nine directors (or
such smaller or larger number as may be agreed among DLJMB and the Chief
Executive Officer of the Company (the "CEO")), one of whom shall be the
person occupying at the time the office of the CEO, two of whom shall be
designated from time to time by the CEO, and the remaining number of whom
shall be designated from time to time by certain of the DLJMB investors. Each
Initial Shareholder entitled to vote on the election of directors to the
Board agreed to vote their respective shares to ensure the composition of the
Board as set forth therein.
The Shareholders Agreement imposes certain restrictions on the rights of
any Initial Shareholder to sell or otherwise dispose of its shares of common
stock of KMG initially acquired. Pursuant to the Shareholders Agreement, each
Initial Shareholder has agreed that it will not, directly or indirectly,
sell, assign, transfer, grant a participation in, pledge or otherwise dispose
of ("transfer") any shares except in compliance with the Securities Act and
the terms and conditions of the Shareholders Agreement. The Board has the
absolute right in its discretion to refuse to permit or acknowledge any
transfer (i) to any Adverse Person (as defined in the Shareholders Agreement)
or (ii) if such transfer could have adverse consequences for KMG or its
shareholders. Any Initial Shareholder may at any time transfer shares to any
Permitted Transferee (as defined in the Shareholders Agreement). Any Initial
Shareholder may transfer shares during the Initial Restriction Period (the
period commencing on August 12, 1994 and ending on August 12, 1999) to any
third party, provided that the transferee complies with the various
restrictions described in the Shareholders Agreement. After the Initial
Restriction Period, certain of such restrictions will lapse. In addition,
Initial Shareholders other than DLJMB have tag-along rights to participate in
sales by DLJMB to third parties in certain circumstances, and DLJMB has
drag-along rights to require other Initial Shareholders to participate in
such sales in certain circumstances. KMG has the right during the DLJ
Ownership Period (as defined in the Shareholders Agreement) to repurchase all
shares owned by any Management Shareholder and its Permitted Transferees upon
the termination of such Management Shareholder's employment for Cause (as
defined in the Shareholders Agreement).
53
<PAGE>
Upon the request of one or more DLJ Entities (as defined in the
Shareholders Agreement) KMG shall effect the registration under the
Securities Act of such entity's shares. KMG will give written notice of such
request (a "Demand Registration") to all other Initial Shareholders, and
thereupon use its best efforts to effect a registration under the Securities
Act of (i) the shares that KMG has been requested to register by the DLJ
Entities and (ii) all other shares that any other Initial Shareholder
requests KMG to register; provided that KMG shall not be obligated to effect
more than five Demand Registrations total or more than two Demand
Registrations after the DLJ Entities cease to own, collectively, more than
20% of the initial ownership of the DLJ Entities; and provided, further, that
KMG shall not be obligated to effect a Demand Registration unless the
aggregate number of shares requested to be included in such Demand
Registration by all DLJ Entities has, in the reasonable opinion of DLJMB
exercised in good faith, a fair market value of at least $10,000,000. KMG
will pay all Registration Expenses (as defined in the Shareholders Agreement)
in connection with any Demand Registration.
EMPLOYMENT AGREEMENTS
Messrs. Olson, Beloyianis, Olds and Robinson are employed as Chief
Executive Officer and President, President of Katz Television,
President-Radio and President-Seltel, respectively, under individual
employment agreements. Under such agreements, Messrs. Olson, Beloyianis, Olds
and Robinson received base salaries at annual rates of $489,250, $437,500,
$437,750 and $391,100 for 1996, and each is entitled to three percent annual
increases. These agreements expire on August 12, 1999 but are automatically
extended for additional one-year periods unless either party shall have given
notice to the contrary. The employment agreements provide for continued
payments of base salary through the balance of the employment term in the
event of certain types of terminations of employment and, in the event of
such terminations within the last six months of the employment term,
severance compensation under the Company's severance policies for long-term
key employees, and have non-competition covenants during the period of
employment. Each employment agreement, however, would permit competition with
the Company following termination of employment, in which event such officers
would not be entitled to any severance or other compensation which would
otherwise have been payable.
Mr. Vendig is employed as Senior Vice President, Chief Financial &
Administrative Officer, Treasurer of the Company under an individual
employment agreement. Under such agreement, Mr. Vendig is entitled to receive
a base annual salary of $275,000, plus a bonus for 1996. The agreement
expires on January 1, 1999 but is automatically extended for additional
one-year periods unless either party shall have given notice to the contrary.
Mr. Vendig's employment agreement provides for continued payments of base
salary through the balance of the employment term in the event of certain
types of terminations of employment or, under certain circumstances,
52-weeks' base salary plus enhanced severance pay. The agreement prohibits
competition with the Company during the term of the agreement and for a
period of six months after termination.
54
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information with respect to the Chief
Executive Officer and the four most highly compensated executive officers of
the Company as to whom the total annual salary and bonus for the fiscal year
ended December 31, 1996 exceeded $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------------ ---------------
AWARDS
------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
COMPENSA- OPTIONS COMPENSATION
NAME PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) TION ($)(1) (#) ($)(2)
- ---- ------------------ ---- ---------- --------- ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas F. Olson President and Chief 1996 489,250 -- -- 15,000 37,660(3)
Executive Officer
James E. Beloyianis Vice President and 1996 437,500 -- -- 10,000 46,475(3)
Secretary
Stuart Olds Vice President 1996 437,750 10,944 -- 12,500 36,635(3)
L. Donald Robinson Vice President 1996 391,100 -- -- 5,000 5,296
Richard E. Vendig Senior Vice 1996 275,000 -- -- 12,500 37,660(3)
President, Chief
Financial &
Administrative
Officer, Treasurer
</TABLE>
- --------------
(1) No executive officer had perquisites in excess of $50,000 or 10% of salary
plus bonus.
(2) Reflects amounts contributed by the Company pursuant to its 401(K) Plan and
life insurance premiums, which included $2,400, $2,400, $1,375, $5,296 and
$2,400 to Messrs. Olson, Beloyianis, Olds, Robinson and Vendig,
respectively.
(3) Restricted Stock Grant Award to Messrs. Olson, Beloyianis, Olds and Vendig
representing 2,000, 2,500, 2,000 and 2,000 shares, respectively.
55
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM (3)
---------------------------------------- ----------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED TO EXERCISE
GRANTED EMPLOYEES IN PRICE(2) EXPIRATION
NAME (#)(1) FISCAL YEAR ($/SHE) DATE 0%($) 5%($) 10%($)
- ---- ------------ -------------- ---------- ------------ ----- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas F. Olson 15,000 4.65% $8.75 11/1/06 $0 $82,541 $209,178
James E. Beloyianis 10,000 3.10% $8.75 11/1/06 $0 $55,027 $139,452
Stuart O. Olds 12,500 3.87% $8.75 11/1/06 $0 $68,784 $174,315
L. Donald Robinson 5,000 1.55% $8.75 11/1/06 $0 $27,513 $ 69,726
Richard E. Vendig 12,500 3.87% $8.75 11/1/06 $0 $68,784 $174,315
</TABLE>
- --------------
(1) Stock options granted on November 2, 1996 were granted under the Company's
1995 Plan and vest ratably over a three-year period. In the event of a
"Change in Control" (as defined in the respective option agreement), the
Plan provides for accelerated vesting in certain circumstances.
(2) The exercise price equals the fair market value of common stock of KMG on
the date of grant.
(3) The dollar amounts under these columns are the results of calculation at 0%
and at the 5% and 10% rates set by the Commission and are not intended to
forecast possible future appreciation, if any, of the KMG's common stock
price. The Company did not use an alternative formula for a grant date
valuation, as the Company is not aware of any formula which will determine
with reasonable accuracy a present value based on future unknown or
volatile factors.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SHARES SECURITIES UNDERLYING UNEXERCISED
ACQUIRED UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ON VALUE AT FISCAL YEAR-END # AT FISCAL YEAR-END ($)
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE*
- ---- ---------- ---------- ------------------------------ ------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Thomas F. Olson .... -- -- 18,333 82,223 96,247 390,420
James E. Beloyianis -- -- 22,222 71,112 116,665 345,837
Stuart O. Olds ...... -- -- 22,222 73,612 116,665 352,087
L. Donald Robinson . -- -- 13,999 43,001 69,997 205,001
Richard E. Vendig .. -- -- 10,555 37,779 29,163 111,464
</TABLE>
- --------------
* Computed based upon the difference between aggregate fair market value on
December 31, 1996 and aggregate exercise price.
56
<PAGE>
DESCRIPTION OF NOTES
GENERAL
The Old Notes were, and the New Notes will be, issued under the Indenture,
dated as of December 19, 1996 (the "Indenture"), among the Company, the
Guarantors and American Stock Transfer & Trust Company, as trustee (the
"Trustee"). The terms of the Indenture apply to the Old Notes and the New
Notes to be issued in exchange therefor pursuant to the Exchange Offer (all
such Notes being referred to herein collectively as the "Notes"). The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"). The Notes are subject to all such terms, and Holders
of Notes are referred to the Indenture and the Trust Indenture Act for a
statement thereof. The following summary of certain provisions of the
Indenture does not purport to be complete and is qualified in its entirely by
reference to the Indenture, including the definitions therein of certain
terms used below. The definitions of certain terms used in the following
summary are set forth below under "--Certain Definitions."
The Notes are general unsecured obligations of the Company, subordinated
in right of payment to all existing and future Senior Debt of the Company,
and ranking senior in right of payment to all future subordinated
Indebtedness of the Company. At December 31, 1996, the Company had $217.6
million of Senior Debt and had additional availability under the New Credit
Agreement of $62.5 million in the aggregate, subject to the achievement of
certain financial ratios and compliance with certain other conditions. The
Company's obligations under the Indenture and the Old Notes are, and the New
Notes will be, guaranteed (the "Subsidiary Guarantees") by substantially all
of the Company's existing and future domestic Subsidiaries (the
"Guarantors"). The Company's international subsidiaries are not Guarantors.
See Note 14 of Notes to Consolidated Financial Statements. The Subsidiary
Guarantees are senior in right of payment to the obligations of the
Guarantors in respect of the Katz Notes but are subordinated in right of
payment to all existing and future Senior Debt of the Guarantors. See
"--Subordination" and "--Subsidiary Guarantees."
As of the date of the Indenture, substantially all of the Company's
domestic Subsidiaries are Restricted Subsidiaries. However, under certain
circumstances, the Company will be able to designate current or future
Subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries will not
be subject to the restrictive covenants set forth in the Indenture and will
not be Guarantors.
PRINCIPAL, MATURITY AND INTEREST
The Notes are limited in aggregate principal amount to $100.0 million. The
Notes will mature on January 15, 2007. Interest will accrue at the rate of
10-1/2% per annum and will be payable, in cash, semi-annually in arrears on
January 15 and July 15 commencing July 15, 1997, to Holders of record on the
immediately preceding January 1 and July 1. The New Notes will bear interest
from and including the date of consummation of the Exchange Offer.
Additionally, interest on the New Notes will accrue from the last interest
payment date on which interest was paid on the Old Notes surrendered in
exchange therefor or, if no interest has been paid on the Old Notes, from the
date of original issuance of the Old Notes. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.
The Notes are payable as to principal, interest and Liquidated Damages, if
any, at the office or agency of the Company maintained for such purpose
within the City and State of New York or, at the option of the Company,
payment of interest and Liquidated Damages, if any, may be made by check
mailed to the Holders of the Notes at their respective addresses set forth in
the register of Holders of Notes. Until otherwise designated by the Company,
the Company's office or agency in New York will be the office of the Trustee
maintained for such purpose. The Notes may only be issued in registered form,
without coupons, in denominations of $1,000 and integral multiples thereof.
SUBORDINATION
The payment of principal of, premium, interest and Liquidated Damages, if
any, on the Notes is subordinated in right of payment, as set forth in the
Indenture, to the prior payment in full in cash or Marketable Securities of
all Senior Debt, whether outstanding on the date of the Indenture or
thereafter incurred.
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Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property,
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities, the holders of Senior Debt will be entitled to
receive payment in full in cash or Marketable Securities of all Obligations
due in respect of such Senior Debt (including interest after the commencement
of any such proceeding at the rate specified in the applicable Senior Debt
whether or not allowable as a claim in any such proceeding) before the
Holders of Notes will be entitled to receive any payment with respect to the
Notes, and until all Obligations with respect to Senior Debt are paid in full
in cash or Marketable Securities, any distribution to which the Holders of
Notes would be entitled shall be made to the holders of Senior Debt (except
that Holders of Notes may receive Permitted Junior Securities and any other
Permitted Junior Securities issued in exchange for any Permitted Junior
Securities and any securities issued in exchange for Senior Debt and payments
made from the trust described under "--Legal Defeasance and Covenant
Defeasance").
The Company also may not make any payment upon or in respect of the Notes
(except in such Permitted Junior Securities, Permitted Junior Securities
issued in exchange for such Permitted Junior Securities, or from the trust
described under "--Legal Defeasance and Covenant Defeasance" and except for
Capital Stock of the Company or a successor entity that is not Disqualified
Stock of the Company by such successor entity), if (i) a default in the
payment of the principal of, premium, if any, or interest on Senior Debt
occurs and is continuing or (ii) any other default occurs and is continuing
with respect to Designated Senior Debt that permits holders of the Designated
Senior Debt as to which such default relates to accelerate its maturity and
the Trustee receives a notice of such default (a "Payment Blockage Notice")
from the holders of any Designated Senior Debt. Payments on the Notes may and
shall be resumed (a) in the case of a payment default, upon the date on which
such default is cured or waived and (b) in case of a nonpayment default, upon
the earlier of the date on which such nonpayment default is cured or waived
or 179 days after the date on which the applicable Payment Blockage Notice is
received, unless a payment default on Senior Debt then exists. No new period
of payment blockage may be commenced unless and until (i) 360 days have
elapsed since the commencement of the immediately prior payment blockage and
(ii) all scheduled payments of principal, premium, if any, and interest on
the Notes that have come due have been paid in full in cash. No nonpayment
default that existed or was continuing on the date of delivery of any Payment
Blockage Notice to the Trustee shall be, or be made, the basis for a
subsequent Payment Blockage Notice.
The Indenture further requires that the Company promptly notify holders of
Senior Debt if payment of the Notes is accelerated because of an Event of
Default.
As a result of the subordination provisions described above, in the event
of a liquidation or insolvency, Holders of Notes may recover less ratably
than creditors of the Company who are holders of Senior Debt. The Indenture
limits, subject to certain financial tests, the amount of additional
Indebtedness that the Company and its Subsidiaries can incur, but does not
limit the ability of the Company to designate any permitted additional
Indebtedness as Senior Debt. See "--Certain Covenants--Incurrence of
Indebtedness and Issuance of Preferred Stock" and "Risk
Factors--Subordination."
SUBSIDIARY GUARANTEES
The Company's payment obligations under the Notes are jointly and
severally guaranteed fully and unconditionally by the Guarantors. The
Subsidiary Guarantee of each Guarantor is senior in right of payment to the
Katz Notes, but is subordinated in right of payment to all existing and
future Senior Debt of such Guarantor. The obligations of each Guarantor under
its Subsidiary Guarantee is limited so as not to constitute a fraudulent
conveyance under applicable law. See, however, "Risk Factors--Fraudulent
Conveyance Considerations."
The Indenture provides that, subject to the provisions of the following
paragraph, no Guarantor may consolidate with or merge with or into (whether
or not such Guarantor is the surviving Person), another corporation, Person
or entity whether or not affiliated with such Guarantor unless (i) the Person
formed by or surviving any such consolidation or merger (if other than such
Guarantor) assumes all the obligations of such Guarantor pursuant to a
supplemental indenture in form and substance reasonably
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satisfactory to the Trustee, under the Notes and the Indenture; (ii)
immediately after giving effect to such transaction, no Default or Event of
Default exists; (iii) such Guarantor, or any Person formed by or surviving
any such consolidation or merger, would have Consolidated Net Worth
(immediately after giving effect to such transaction) equal to or greater
than the Consolidated Net Worth of such Guarantor immediately preceding the
transaction; and (iv) the Company would be permitted, immediately after
giving effect to such transaction, to incur at least $1.00 of additional
Indebtedness pursuant to the Indebtedness to Cash Flow Ratio test set forth
in the covenant described under the caption "--Incurrence of Indebtedness and
Issuance of Preferred Stock." The requirements of subparagraphs (iii) and
(iv) of this paragraph will not apply in the case of a consolidation with or
merger with or into the Company or another Guarantor.
The Indenture provides that in the event of a sale or other disposition of
all or substantially all of the assets of any Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition of all of the
Capital Stock of any Guarantor, then such Guarantor (in the event of a sale
or other disposition, by way of such a merger, consolidation or otherwise, of
all of the capital stock of such Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all or substantially
all of the assets of such Guarantor) will be released and relieved of any
obligations under its Subsidiary Guarantee; provided that the Net Proceeds of
such sale or other disposition are applied in accordance with the applicable
provisions of the Indenture. See "Repurchase at the Option of Holders--Asset
Sales."
OPTIONAL REDEMPTION
Except as provided in the next paragraph, the Notes are not redeemable at
the Company's option prior to January 15, 2002. Thereafter, the Notes are
subject to redemption at the option of the Company, in whole or in part, upon
not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued
and unpaid interest and Liquidated Damages, if any, thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on
January 15 of the years indicated below:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
- ---- ----------
<S> <C>
2002............................................................. 105.250%
2003............................................................. 103.938%
2004............................................................. 102.625%
2005............................................................. 101.313%
2006 and thereafter.............................................. 100.000%
</TABLE>
Notwithstanding the foregoing, at any time prior to January 15, 2000, the
Company may redeem up to 35% in aggregate principal amount of the Notes with
the net proceeds of (i) one or more offerings of Equity Interests (other than
Disqualified Stock) of the Company or (ii) one or more offerings of Equity
Interests or other securities of KMG or KMSI, to the extent the net proceeds
thereof are contributed or advanced to the Company as a capital contribution
to common equity, in each case, at a redemption price equal to 109.5% of the
principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, to the redemption date; provided that at least 65% in
aggregate principal amount of the Notes originally issued remain outstanding
immediately after the occurrence of any such redemption; and provided,
further, that each such redemption will occur within 90 days of the date of
the closing of such offering.
MANDATORY REDEMPTION
Except as set forth below under "Repurchase at the Option of Holders," the
Company is not required to make any mandatory redemption or sinking fund
payments with respect to the Notes.
SELECTION AND NOTICE
If less than all of the Notes are to be redeemed at any time, selection of
Notes for redemption will be made by the Trustee in compliance with the
requirements of the principal national securities exchange,
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if any, on which the Notes are listed or, if the Notes are not so listed, on
a pro rata basis, by lot or by such other method as the Trustee deems fair
and appropriate, provided that no Notes with a principal amount of $1,000 or
less shall be redeemed in part. Notices of redemption shall be mailed by
first class mail at least 30 but not more than 60 days before the redemption
date to each Holder of Notes to be redeemed at its registered address. If any
Note is to be redeemed in part only, the notice of redemption that relates to
such Note shall state the portion of the principal amount thereof to be
redeemed. A new Note in principal amount equal to the unredeemed portion
thereof will be issued in the name of the Holder thereof upon cancellation of
the original Note. On and after the redemption date, interest will cease to
accrue on Notes or portions thereof called for redemption.
REPURCHASE AT THE OPTION OF HOLDERS
Change of Control
Upon the occurrence of a Change of Control, each Holder of Notes will have
the right to require the Company to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of such Holder's Notes pursuant to
the offer described below (the "Change of Control Offer") at a purchase price
in cash equal to 101% of the aggregate principal amount thereof plus accrued
and unpaid interest and Liquidated Damages, if any, thereon to the date of
purchase (the "Change of Control Payment"). Within 30 days following any
Change of Control, the Company will mail a notice to each Holder stating: (a)
that the Change of Control Offer is being made pursuant to the covenant
entitled "Change of Control" and that all Notes tendered will be accepted for
payment; (b) the purchase price and the purchase date, which shall be no
earlier than 30 days nor later than 60 days from the date such notice is
mailed (the "Change of Control Payment Date"); (c) that any Notes not
properly tendered will continue to accrue interest in accordance with the
terms of the Indenture; (d) that, unless the Company defaults in the payment
of the Change of Control Payment, all Notes accepted for payment pursuant to
the Change of Control Offer shall cease to accrue interest and Liquidated
Damages, if any, after the Change of Control Payment Date; (e) that Holders
electing to have any Notes purchased pursuant to a Change of Control Offer
will be required to surrender the Notes, with the form entitled "Option of
Holder to Elect Purchase" on the reverse of the Notes completed, or transfer
by book-entry, to the Paying Agent at the address specified in the notice
prior to the close of business on the fourth Business Day preceding the
Change of Control Payment Date; (f) that Holders will be entitled to withdraw
their election if the Paying Agent receives, not later than the close of
business on the third Business Day preceding the Change of Control Payment
Date, a telegram, telex, facsimile transmission or letter setting forth the
name of the Holder, the principal amount of Notes delivered for purchase, and
a statement that such Holder is withdrawing his election to have such Notes
purchased; and (g) that Holders whose Notes are being purchased only in part
will be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered, which unpurchased portion must be equal to $1,000
in principal amount or an integral multiple thereof. The Company will comply
with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the Notes in
connection with a Change of Control.
On the Change of Control Payment Date, the Company will, to the extent
lawful, (a) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (b) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all
Notes or portions thereof so accepted and (c) deliver or cause to be
delivered to the Trustee the Notes so accepted together with an Officers'
Certificate stating the aggregate principal amount of Notes or portions
thereof being purchased by the Company. The Paying Agent will promptly mail
to each Holder of Notes so tendered the Change of Control Payment for such
Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered, if any; provided
that each such new Note will be in a principal amount of $1,000 or an
integral multiple thereof. The Company will publicly announce the results of
the Change of Control Offer on or as soon as practicable after the Change of
Control Payment Date.
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Except as described above with respect to a Change of Control, the
Indenture does not contain provisions that permit the Holders of the Notes to
require that the Company repurchase or redeem the Notes in the event of a
takeover, recapitalization or similar transaction.
The Change of Control purchase feature of the Notes may in certain
circumstances make more difficult or discourage a takeover of the Company,
and, thus, the removal of incumbent management. The Change of Control
purchase feature, however, is not the result of management's knowledge of any
specific effort to obtain control of the Company by means of a merger, tender
offer, solicitation or otherwise, or part of a plan by management to adopt a
series of anti-takeover provisions. Instead, the Change of Control purchase
feature is a result of negotiations between the Company and the Initial
Purchaser. Management has no present intention to engage in a transaction
involving a Change of Control, although it is possible that the Company would
decide to do so in the future. Subject to the limitations discussed below,
the Company could, in the future, enter into certain transactions including
acquisitions, refinancings or other recapitalizations, that would not
constitute a Change of Control under the Indenture, but that could increase
the amount of indebtedness outstanding at such time or otherwise affect the
Company's capital structure or credit ratings.
The New Credit Agreement provides that certain Change of Control events
with respect to the Company would constitute a default thereunder. Any future
credit agreements or other agreements relating to Senior Debt to which the
Company becomes a party may contain similar restrictions and provisions. In
the event a Change of Control occurs at a time when the Company is prohibited
from purchasing Notes, then prior to mailing the notice to the Holders of the
Notes, but in any event within 30 days following any Change of Control, the
Company will obtain the requisite consents, if any, under all agreements
governing Senior Debt to the purchase of Notes pursuant to the Change of
Control Offer or repay the Senior Debt containing such a prohibition.
The Company will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth in the Indenture applicable to a Change of Control Offer made by the
Company (including any requirement to repay in full any Senior Debt or obtain
the consents of such lenders to such Change of Control Offer as set forth in
the preceding paragraph) and purchases all Notes validly tendered and not
withdrawn under such Change of Control Offer. In addition, the Indenture will
be governed by New York law, and there is no established quantitative
definition under New York law of "substantially all" of the assets of a
corporation. Accordingly, if the Company, KMG or KMSI, as the case may be,
were to engage in a transaction in which one or more of them disposed of less
than all of their assets, a question of interpretation could arise as to
whether such disposition was of "substantially all" of the assets of the
Company, KMG or KMSI, as the case may be, and whether the Company was
required to make a Change of Control Offer.
Asset Sales
The Indenture provides that the Company will not, and will not permit any
of its Restricted Subsidiaries to, engage in an Asset Sale unless (i) the
Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of such Asset Sale at least equal to the fair
market value (evidenced by a resolution of the Board of Directors) of the
assets or Equity Interests issued or sold or otherwise disposed of and (ii)
at least 75% of the consideration therefor received by the Company or such
Restricted Subsidiary is in the form of cash or Marketable Securities;
provided that the amount of (x) any liabilities (as shown on the Company's or
such Restricted Subsidiary's most recent balance sheet or in the notes
thereto) of the Company or any Restricted Subsidiary (other than liabilities
that are by their terms subordinated to the Notes or the Subsidiary
Guarantees) that are assumed by the transferee of any such assets and (y) any
notes or other obligations or securities received by the Company or any such
Restricted Subsidiary from such transferee that are promptly (within 90 days)
converted by the Company or such Restricted Subsidiary into cash (to the
extent of the cash or Marketable Securities received), will be deemed to be
cash for purposes of the foregoing clauses (i) and (ii); provided, further,
that the 75% limitation referred to above shall not apply to any sale,
transfer or other disposition of assets in which the
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cash portion of the consideration received therefor, determined in accordance
with the foregoing proviso, is equal to or greater than what the after-tax
net proceeds would have been had such transaction complied with the
aforementioned 75% limitation.
Within 360 days after the receipt of any Net Proceeds from an Asset Sale,
the Company may apply such Net Proceeds, at its option, (a) to permanently
reduce Senior Debt of the Company or any Guarantor (and, in the case of
revolving Indebtedness, to permanently reduce the commitments with respect
thereto), (b) to cash collateralize letters of credit under the New Credit
Agreement, provided that any such cash collateral released to the Company or
its Restricted Subsidiaries upon the expiration of such letters of credit
shall again be deemed to be Net Proceeds received on the date of such
release, or (c) to an Investment in another business, the making of a capital
expenditure or the acquisition of other assets (including the acquisition of
media representation contracts), in each case, in a Permitted Business. Any
Net Proceeds from Asset Sales that are not applied or invested as provided in
the preceding sentence of this paragraph will be deemed to constitute "Excess
Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0
million, the Company will be required to make an offer to all Holders of
Notes (an "Asset Sale Offer") to purchase the maximum principal amount of
Notes that may be purchased out of the Excess Proceeds, at an offer price in
cash in an amount equal to 100% of the aggregate principal amount thereof
plus accrued and unpaid interest and Liquidated Damages, if any, thereon to
the date of purchase, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Notes tendered pursuant
to an Asset Sale Offer is less than the Excess Proceeds, the Company may use
any remaining Excess Proceeds for general corporate purposes. If the
aggregate principal amount of Notes surrendered by Holders thereof exceeds
the amount of Excess Proceeds, the Trustee shall select the Notes to be
purchased on a pro rata basis. Upon completion of such offer to purchase, the
amount of Excess Proceeds shall be reset at zero.
CERTAIN COVENANTS
Restricted Payments
The Indenture provides that the Company will not, and will not permit any
of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay
any dividend or make any other payment or distribution on account of any
Equity Interests of the Company or any of its Restricted Subsidiaries (other
than dividends or distributions payable in Equity Interests (other than
Disqualified Stock) of the Company or such Restricted Subsidiary or dividends
or distributions payable to the Company or any Restricted Subsidiary) or to
the direct or indirect holders of the Company's Equity Interests in their
capacity as such; (ii) purchase, redeem or otherwise acquire or retire for
value any Equity Interests of the Company, any of its Restricted Subsidiaries
or any other Affiliate of the Company (other than any such Equity Interests
owned by the Company or any Wholly Owned Restricted Subsidiary); (iii)
purchase, redeem, defease or otherwise acquire or retire for value any
Indebtedness that is subordinated in right of payment to the Notes, except in
accordance with the scheduled mandatory redemption or repayment provisions
set forth in the original documentation governing such Indebtedness; or (iv)
make any Restricted Investment (all such payments and other actions set forth
in clauses (i) through (iv) above being collectively referred to as
"Restricted Payments"), unless, at the time of and after giving effect to
such Restricted Payment:
(a) no Default or Event of Default shall have occurred and be continuing
or would occur as a consequence thereof; and
(b) such Restricted Payment, together with the aggregate of all other
Restricted Payments made by the Company and its Restricted Subsidiaries after
the date of the Indenture (excluding Restricted Payments permitted by clauses
(ii), (iii) and (vi) through (xii) of the next succeeding paragraph), is less
than the sum of (A) an amount equal to the Consolidated Cash Flow of the
Company for the period (taken as one accounting period) from the beginning of
the first fiscal quarter commencing after the date of the Indenture to the
end of the Company's most recently ended fiscal quarter for which internal
financial statements are available at the time of such Restricted Payments,
less two times the Consolidated Cash Interest Expense of the Company for the
period (taken as one accounting period) from the
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beginning of the first fiscal quarter commencing after the date of the
Indenture to the end of the Company's most recently ended fiscal quarter for
which internal financial statements are available at the time of such
Restricted Payment, plus (B) 100% of the aggregate net cash proceeds received
by the Company from contributions of capital or the issue or sale since the
date of the Indenture of Equity Interests of the Company or of debt
securities of the Company that have been converted into such Equity Interests
(other than Equity Interests (or convertible debt securities) sold to a
Subsidiary of the Company and other than Disqualified Stock or debt
securities that have been converted into Disqualified Stock), plus (C) 100%
of all cash distributions and cash payments received by the Company or a
Restricted Subsidiary after the date of the Indenture from an Unrestricted
Subsidiary of the Company, plus (D) to the extent that any Restricted
Investment that was made after the date of the Indenture is sold for cash or
otherwise liquidated or repaid for cash, the net cash proceeds from such
Restricted Investment to the extent not otherwise included in the
Consolidated Cash Flow of the Company for such period.
The foregoing provisions will not prohibit:
(i) the payment of any dividend within 60 days after the date of
declaration thereof, if at such date of declaration such payment would have
complied with the provisions of the Indenture;
(ii) the redemption, repurchase, retirement or other acquisition of any
Equity Interests of the Company in exchange for, or out of the net proceeds
of, the substantially concurrent sale (other than to a Restricted Subsidiary
of the Company) of other Equity Interests of the Company (other than any
Disqualified Stock); provided that the amount of any such net cash proceeds
that are utilized for any such redemption, repurchase, retirement or other
acquisition shall be excluded from clause (b)(B) of the preceding paragraph;
(iii) the defeasance, redemption or repurchase of subordinated
Indebtedness with the net cash proceeds from an incurrence of Permitted
Refinancing Debt or the substantially concurrent sale (other than to a
Subsidiary of the Company) of Equity Interests of the Company (other than
Disqualified Stock); provided that the amount of any such net cash proceeds
that are utilized for any such redemption, repurchase, retirement or other
acquisition shall be excluded from clause (b)(B) of the preceding paragraph;
(iv) the repurchase, redemption or other acquisition or retirement for
value of any Equity Interests of the Company, KMG or any Restricted
Subsidiary of the Company held by any member of the Company's (or any of its
Restricted Subsidiaries') management pursuant to any shareholders agreement,
management equity subscription agreement or stock option agreement; provided
that the aggregate price paid for any such repurchased, redeemed, acquired or
retired Equity Interests shall not exceed $2.0 million in any twelve-month
period plus the aggregate cash proceeds received by the Company during such
twelve-month period from any reissuance of Equity Interests by the Company to
members of management of the Company and its Restricted Subsidiaries; and no
Default or Event of Default shall have occurred and be continuing immediately
after such transaction;
(v) the payment of additional dividends by the Company to KMG or KMSI not
to exceed $500,000 in any fiscal year;
(vi) the defeasance, redemption or repurchase of the Katz Notes;
(vii) the contribution or loan to KMG or an Affiliate of KMG in the amount
of up to $20.0 million for the repurchase of Capital Stock of KMG or related
purposes;
(viii) the contribution or loan to KMG to effect repayment of Indebtedness
under the Interim Credit Facility;
(ix) Investments in Media Representation Ventures; provided that
immediately after giving effect to any such Investment, the Company would be
able to incur at least $1.00 of additional Indebtedness pursuant to the
Indebtedness to Cash Flow Ratio test set forth in the covenant described
under the caption "--Incurrence of Indebtedness and Issuance of Preferred
Stock";
(x) Investments in NCC after the date of the Indenture in an aggregate
amount not to exceed $10.0 million at any one time outstanding under this
clause (x);
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(xi) Investments in clients or prospective clients (or any of their
Affiliates) of the Company or any of its Restricted Subsidiaries made in
connection with or as a condition to the obtaining of a contract right to
provide media representation or related services to such clients in an
aggregate amount not to exceed $10.0 million at any one time outstanding
under this clause (xi); and
(xii) the payment of dividends by a Restricted Subsidiary of the Company
on its common stock if such dividends are paid pro rata to all holders of
such common stock.
The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if such designation would not cause a Default. For
purposes of making such determination, all outstanding Investments by the
Company and its Restricted Subsidiaries (except to the extent repaid in cash)
in the Subsidiary so designated will be deemed to be Restricted Payments at
the time of such designation and will reduce the amount available for
Restricted Payments under the first paragraph of this covenant. Such
designation will only be permitted if such Restricted Payment would be
permitted at such time and if such Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary and has no Indebtedness other than
Non-Recourse Debt. If an Unrestricted Subsidiary is redesignated a Restricted
Subsidiary, the amount available for Restricted Payments will be increased by
an amount equal to the amount of the Investment previously deemed to have
been made in such Unrestricted Subsidiary, to the extent such amount is not
otherwise included in the Consolidated Cash Flow of the Company.
The amount of all Restricted Payments (other than cash) shall be the fair
market value (evidenced by a resolution of the Board of Directors set forth
in an Officers' Certificate delivered to the Trustee) on the date of the
Restricted Payment of the asset(s) proposed to be transferred by the Company
or such Subsidiary, as the case may be, pursuant to the Restricted Payment.
Not later than five business days after the date of making any Restricted
Payment (other than Restricted Payments permitted pursuant to clauses (ii),
(iii) and (vi) through (viii) and (xii) of the second paragraph of this
covenant), the Company shall deliver to the Trustee an Officers' Certificate
stating that such Restricted Payment is permitted and setting forth the basis
upon which the calculations required by the covenant "Restricted Payments"
were computed, which calculations shall be based upon the Company's latest
available financial statements.
INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK
The Indenture provides that the Company will not, and will not permit any
of its Restricted Subsidiaries to, directly or indirectly, create, incur,
issue, assume, guaranty or otherwise become directly or indirectly liable,
contingently or otherwise (collectively, "incur"), with respect to any
Indebtedness (including Acquired Debt) and that the Company will not issue
any Disqualified Stock and will not permit any of the Company's Restricted
Subsidiaries to issue any shares of preferred stock; provided that (a) the
Company may incur Indebtedness or issue shares of Disqualified Stock and (b)
any Guarantor may incur Indebtedness or issue shares of preferred stock if,
after giving effect to the incurrence of such Indebtedness or the issuance of
such Disqualified Stock or such preferred stock and the application of the
proceeds thereof, the Company's Indebtedness to Cash Flow Ratio for the
Company's most recently ended four full fiscal quarters would not have
exceeded 5.5 to 1 prior to January 15, 1999 or 5.0 to 1 thereon or
thereafter, in each case, determined on a pro forma basis (including a pro
forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred, or the Disqualified Stock or preferred stock
had been issued, as the case may be, at the beginning of such four-quarter
period.
The foregoing provisions will not apply to:
(i) the incurrence by the Company and its Restricted Subsidiaries of
Indebtedness (including any subsidiary Guarantees of such Indebtedness) and
letters of credit pursuant to the New Credit Agreement (with letters of
credit being deemed to have a principal amount equal to the maximum potential
liability of the Company and its Restricted Subsidiaries thereunder), in a
maximum principal amount not to exceed $161.0 million, less the aggregate
amount of all Net Proceeds of Asset Sales applied to permanently reduce such
Indebtedness (and, in the case of revolving Indebtedness, commitments with
respect thereto) pursuant to the covenant entitled "--Asset Sales";
(ii) the incurrence by the Company and the Guarantors of Indebtedness
represented by the Notes and the Subsidiary Guarantees, respectively;
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(iii) the incurrence by the Company or any of its Restricted Subsidiaries
of Indebtedness represented by Capital Lease Obligations, mortgage financings
or purchase money obligations, in each case incurred for the purpose of
financing all or any part of the purchase price or cost of construction or
improvement of property used in the business of the Company or such
Restricted Subsidiary, in an aggregate principal amount not to exceed $10.0
million at any time outstanding;
(iv) the incurrence by the Company or any of its Restricted Subsidiaries
of Existing Indebtedness;
(v) the incurrence by the Company or any of its Restricted Subsidiaries of
Permitted Refinancing Debt in exchange for, or the net proceeds of which are
used to extend, refinance, renew, replace, defease or refund, Indebtedness
that was permitted by the Indenture to be incurred;
(vi) the incurrence by the Company or any of its Restricted Subsidiaries
of intercompany Indebtedness between or among the Company and any of its
Restricted Subsidiaries; provided that (i) if the Company is the obligor on
such Indebtedness, such Indebtedness is expressly subordinated to the prior
payment in full in cash of all Obligations with respect to the Notes and
(ii)(A) any subsequent issuance or transfer of Equity Interests that results
in any such Indebtedness being held by a Person other than the Company or a
Restricted Subsidiary and (B) any sale or other transfer of any such
Indebtedness to a Person that is not either the Company or one of its
Restricted Subsidiaries shall be deemed, in each case, to constitute an
incurrence of such Indebtedness by the Company or such Subsidiary, as the
case may be;
(vii) the incurrence by the Company or any of its Restricted Subsidiaries
of Hedging Obligations that are incurred for the purpose of fixing or hedging
currency exchange rate risk or interest rate risk with respect to any
floating rate Indebtedness that is permitted by the terms of the Indenture to
be outstanding;
(viii) the issuance by a Restricted Subsidiary of the Company of preferred
stock to the Company or a Restricted Subsidiary of the Company;
(ix) the incurrence by the Company or any Restricted Subsidiary of
Indebtedness in the form of reimbursement obligations for letters of credit,
bankers' acceptances and similar facilities entered into in the ordinary
course of business;
(x) the incurrence by the Company or any Restricted Subsidiary of
Indebtedness with respect to performance, surety and appeal bonds in the
ordinary course of business; and
(xi) the incurrence by the Company or any of its Restricted Subsidiaries
of Indebtedness (in addition to Indebtedness permitted by any other clause of
this paragraph) in an aggregate principal amount at any time outstanding not
to exceed the sum of $15.0 million.
For purposes of determining compliance with this covenant, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories described in clauses (i) through (xi) above or is entitled to be
incurred pursuant to the first paragraph of this covenant, the Company shall,
in its sole discretion, classify such item of Indebtedness in any manner that
complies with this covenant and such item of Indebtedness will be treated as
having been incurred pursuant to only one of such clauses or pursuant to the
first paragraph hereof. Any such Indebtedness that may be incurred pursuant
to this covenant may be incurred under the New Credit Agreement.
LIENS
The Indenture provides that the Company will not, and will not permit any
of its Restricted Subsidiaries to, directly or indirectly, create, incur,
assume or suffer to exist any Lien of any kind (other than Permitted Liens)
to secure Indebtedness other than Senior Debt on any property or asset now
owned or hereafter acquired, or on any income or profits therefrom or assign
or convey any right to receive income therefrom, unless all payments due
under the Indenture and the Notes are secured on an equal and ratable basis
with the Obligations so secured until such time as such Obligations are no
longer secured by a Lien.
ADDITIONAL GUARANTEES
The Indenture provides that if the Company or any of its Subsidiaries
shall acquire or create another Subsidiary after the date of the Indenture
and such Subsidiary executes and delivers a Guarantee with
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respect to the New Credit Agreement, then such newly acquired or created
Subsidiary shall execute a Subsidiary Guarantee and deliver an opinion of
counsel, in accordance with the terms of the Indenture. If any additional
Guarantor is subsequently released from its Guarantee of the Company's
obligations under the New Credit Agreement, such Additional Guarantor's
Subsidiary Guarantee will also be released.
ACTIVITIES OF THE COMPANY
The Indenture provides that the Company will not, and will not permit any
of its Restricted Subsidiaries to, directly or indirectly, engage in any
business other than a Permitted Business.
DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES
The Indenture provides that the Company will not, and will not permit any
of its Restricted Subsidiaries to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any Restricted Subsidiary to: (i)(a) pay
dividends or make any other distributions to the Company or any of its
Restricted Subsidiaries on its Capital Stock or (b) pay any Indebtedness owed
to the Company or any of its Restricted Subsidiaries; (ii) make loans or
advances to the Company or any of its Restricted Subsidiaries; or (iii)
transfer any of its properties or assets to the Company or any of its
Restricted Subsidiaries, except for such encumbrances or restrictions
existing under or by reasons of (a) Existing Indebtedness as in effect on the
date of the Indenture, and any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings
thereof, provided that such amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacement or refinancings are
no more restrictive in the aggregate in terms of such encumbrances or
restrictions than those in effect on the date of the Indenture; (b) the New
Credit Agreement as in effect on the date of the Indenture, and any
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings thereof, provided that such
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacement or refinancings are no more restrictive in the
aggregate in terms of such encumbrances or restrictions than those contained
in the New Credit Agreement as in effect on the date of the Indenture; (c)
the Indenture, the Notes and the Subsidiary Guarantees; (d) applicable law;
(e) any agreement relating to the purchase, sale or lease of assets, or any
instrument governing Indebtedness or Capital Stock of a Person acquired by
the Company or any of its Restricted Subsidiaries as in effect at the time of
acquisition (except to the extent such Indebtedness or such restriction was
incurred in connection with, or in contemplation of, such acquisition), in
each case, which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired, provided that the Consolidated
Cash Flow of such Person is not taken into account in determining whether
such acquisition was permitted by the terms of the Indenture; (f) by reason
of customary non-assignment provisions in leases and licenses entered into in
the ordinary course of business and consistent with past practices; (g)
purchase money or capitalized lease obligations for property acquired in the
ordinary course of business that impose restrictions of the nature described
in clause (iii) above on the property so acquired; (h) Permitted Refinancing
Debt, provided that the restrictions contained in the agreements governing
such Permitted Refinancing Debt are no more restrictive in the aggregate than
those contained in the agreements governing the Indebtedness being
refinanced; (i) other Indebtedness permitted by the covenant described above
under the caption "Incurrence of Indebtedness and Issuance of Preferred
Stock," so long as any such encumbrances or restrictions set forth in such
Indebtedness are no more restrictive in the aggregate than those contained in
this Indenture or the New Credit Agreement; or (j) any instrument governing
the sale of assets of the Company or any of its Restricted Subsidiaries,
which encumbrance or restriction applies solely to the assets of the Company
or such Restricted Subsidiary, being sold in such transaction.
MERGER, CONSOLIDATION OR SALE OF ASSETS
The Indenture provides that the Company may not consolidate or merge with
or into (whether or not the Company is the surviving entity), or sell,
assign, transfer, lease, convey or otherwise dispose of all or
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substantially all of its properties or assets in one or more related
transactions to, another corporation, Person or entity unless (i) the Company
is the surviving corporation or entity or the Person formed by or surviving
any such consolidation or merger (if other than the Company) or to which such
sale, assignment, transfer, lease, conveyance or other disposition shall have
been made is a corporation organized or existing under the laws of the United
States, any state thereof or the District of Columbia; (ii) the entity or
Person formed by or surviving any such consolidation or merger (if other than
the Company) or the entity or Person to which such sale, assignment,
transfer, lease, conveyance or other disposition will have been made assumes
all the obligations of the Company under the Notes and the Indenture pursuant
to a supplemental indenture in form reasonably satisfactory to the Trustee;
(iii) immediately after such transaction, no Default or Event of Default
exists; and (iv) except in the case of a merger of the Company with or into a
Wholly Owned Subsidiary of the Company, the Company or the entity or Person
formed by or surviving any such consolidation or merger (if other than the
Company), or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made (A) will have Consolidated Net Worth
immediately after the transaction equal to or greater than the Consolidated
Net Worth of the Company immediately preceding the transaction and (B) will,
at the time of such transaction and after giving pro forma effect thereto as
if such transaction had occurred at the beginning of the applicable
four-quarter period, be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Indebtedness to Cash Flow Ratio test set forth
in the first paragraph of the covenant described above under the caption
"--Incurrence of Indebtedness and Issuance of Preferred Stock."
TRANSACTIONS WITH AFFILIATES
The Indenture provides that the Company will not, and will not permit any
of its Restricted Subsidiaries to, make any payment to, or sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any
contract, agreement, understanding, loan, advance or guarantee with, or for
the benefit of, any Affiliate (each of the foregoing, an "Affiliate
Transaction"), unless (i) such Affiliate Transaction is in the ordinary
course of business and on fair and reasonable terms that are at least as
favorable to the Company or such Restricted Subsidiary than those that would
have been obtained in a comparable arm's-length transaction by the Company or
such Restricted Subsidiary with an unrelated Person; and (ii) with respect to
any Affiliate Transaction that involves aggregate consideration in excess of
$5.0 million, the Company delivers to the Trustee a resolution of the Board
of Directors of the Company set forth in an Officers' Certificate certifying
that such Affiliate Transaction complies with clause (i) above and such
Affiliate Transaction has been approved by a majority of the disinterested
members of the Board of Directors of the Company; provided that (a) any
employment agreement entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business and consistent with the past
practice of the Company or such Restricted Subsidiary, (b) the payment of
employee benefits, including bonuses, retirement plans and stock options, and
director fees in the ordinary course of business, (c) transactions between or
among the Company and/or its Restricted Subsidiaries, (d) transactions
between the Company or its Restricted Subsidiaries on the one hand, and the
Initial Purchaser or its Affiliates on the other hand, involving the
provision of financial or consulting services by the Initial Purchaser or its
Affiliates, provided that the fees payable to the Initial Purchaser or its
Affiliates do not exceed the usual and customary fees of the Initial
Purchaser and its Affiliates for similar services, (e) transactions existing
on the date of the Indenture or contemplated by the arrangements described in
the documents incorporated by reference in the Offering Memorandum, dated
December 19, 1996 (the "Offering Memorandum"), relating to the sale of the
Old Notes, as set forth in the Offering Memorandum under the caption
"Information Incorporated by Reference," (f) reasonable and customary
directors' fees, (g) loans to officers or directors of the Company in the
ordinary course of business, (h) transactions among the Company or any of its
Restricted Subsidiaries and the Initial Purchaser and its Affiliates in
connection with the Refinancing as contemplated by the Prospectus, including
those in connection with the Tender Offer and the New Credit Agreement, (i)
the repurchase of a station representation contract from KMSI in connection
with the termination of the Interim Credit Facility and (j) transactions
permitted by the provisions of the Indenture described above under the
covenant entitled "Restricted Payments," in each case, shall not be deemed
Affiliate Transactions.
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NO SENIOR SUBORDINATED DEBT
The Indenture provides that (i) the Company will not incur any
Indebtedness that is subordinate or junior in right of payment to any Senior
Debt and senior in any respect in right of payment to the Notes, and (ii) no
Guarantor will incur any Indebtedness that is subordinate or junior in right
of payment to any Senior Debt of such Guarantor and senior in any respect in
right of payment to the Subsidiary Guarantee.
REPORTS
The Indenture provides that, whether or not required by the rules and
regulations of the Commission, so long as any Notes are outstanding, the
Company will furnish to the Holders of Notes (i) all quarterly and annual
financial information that would be required to be contained in a filing with
the Commission on Forms 10-Q and 10-K (excluding exhibits) if the Company
were required to file such Forms, including a "Management's Discussion and
Analysis of Results of Operations and Financial Condition" that describes the
financial condition and results of operations of the Company and its
Restricted Subsidiaries and, with respect to the annual information only, a
report thereon by the Company's certified public accountants and (ii) all
current reports that would be required to be filed with the Commission on
Form 8-K if the Company were required to file such reports. In addition,
whether or not required by the rules and regulations of the Commission, the
Company will file a copy of all such information and reports with the
Commission for public availability (unless the Commission will not accept
such a filing) and make such information available to securities analysts and
prospective investors who request it in writing. In addition, the Company and
the Guarantors have agreed that, for a period of three years, they will
furnish to the Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144(d)(4) under the Securities Act.
EVENTS OF DEFAULT AND REMEDIES
The Indenture provides that each of the following constitutes an Event of
Default:
(a) default for 30 days in the payment when due of interest on, or
Liquidated Damages, if any, with respect to the Notes whether or not
prohibited by the subordination provisions of the Indenture;
(b) default in payment when due of principal or premium, if any, on the
Notes at maturity, upon redemption or otherwise whether or not prohibited by
the subordination provisions of the Indenture;
(c) failure by the Company for 30 days after receipt of written notice
from the Trustee or Holders of at least 25% in principal amount of the Notes
then outstanding to comply with the provisions described under the covenants
entitled "Change of Control," "Asset Sales," "Restricted Payments,"
"Incurrence of Indebtedness and Issuance of Preferred Stock" or "Merger,
Consolidation or Sale of Assets";
(d) failure by the Company for 60 days after written notice from the
Trustee or the Holders of at least 25% in principal amount of the Notes then
outstanding to comply with its other agreements in the Indenture or the
Notes;
(e) default under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by the Company or any of its Restricted Subsidiaries (or
the payment of which is guaranteed by the Company or any of its Restricted
Subsidiaries) whether such Indebtedness or Guarantee now exists, or is
created after the date of the Indenture, which default (A)(i) is caused by a
failure to pay when due at final stated maturity (giving effect to any grace
period related thereto) the principal of such Indebtedness (a "Payment
Default") or (ii) results in the acceleration of such Indebtedness prior to
its express maturity and (B) in each case, the principal amount of any such
Indebtedness due to be paid, together with the principal amount of any such
Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $10.0 million or more;
(f) failure by the Company or any of its Subsidiaries to pay
non-appealable final judgments (other than any judgment as to which a
reputable insurance company has accepted full liability) aggregating in
excess of $10.0 million, which judgments are not stayed, bonded, discharged
or vacated within 60 days after their entry;
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(g) except as permitted by the Indenture, if any Subsidiary Guarantee that
is a Significant Subsidiary shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force
and effect or any Guarantor that is a Significant Subsidiary, or any Person
acting on behalf of any Guarantor that is a Significant Subsidiary, shall
deny or disaffirm its obligations under its Subsidiary Guarantee; and
(h) certain events of bankruptcy or insolvency with respect to the Company
or any Restricted Subsidiary that is a Significant Subsidiary.
If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of the then outstanding
Notes may declare all the Notes to be due and payable by notice in writing to
the Company and the Trustee specifying the respective Event of Default and
that it is a "notice of acceleration" (the "Acceleration Notice"), and the
same (i) shall become immediately due and payable or (ii) if there are any
amounts outstanding under the New Credit Agreement, shall become immediately
due and payable upon the first to occur of an acceleration under the New
Credit Agreement or five Business Days after receipt by the Company and the
Representative under the New Credit Agreement of such Acceleration Notice but
only if such Event of Default is then continuing. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency with respect to the Company or a Restricted
Subsidiary that is a Significant Subsidiary, all outstanding Notes will
become due and payable without further action or notice. Holders of the Notes
may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise
of any trust or power. In the event of a declaration of acceleration of the
Notes because an Event of Default has occurred and is continuing as a result
of the acceleration of any Indebtedness described in clause (e) of the
preceding paragraph, the declaration of acceleration of the Notes shall be
automatically annulled if the holders of any Indebtedness described in clause
(e) have rescinded the declaration of acceleration in respect of such
Indebtedness within 30 days of the date of such declaration and if (i) the
annulment of the acceleration of the Notes would not conflict with any
judgment or decree of a court of competent jurisdiction, and (ii) all
existing Events of Default, except nonpayment of principal or interest on the
Notes that became due solely because of the acceleration of the Notes, have
been cured or waived.
The Holders of a majority in aggregate principal amount of the Notes then
outstanding, by notice to the Trustee, may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture, except a continuing Default or Event of Default in the
payment of principal of, premium, if any, and interest on, and Liquidated
Damages, if any, with respect to such Notes. The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in such Holders'
interest.
The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required upon
becoming aware of any Default or Event of Default to deliver to the Trustee a
statement specifying such Default or Event of Default.
NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS
No director, officer, employee, incorporator or stockholder of the Company
or any Guarantor, as such, shall have any liability for any obligations of
the Company or any Guarantor under the Notes or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for
issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the Commission that
such a waiver is against public policy.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
The Company may, at its option and at any time, elect to have its
obligations discharged with respect to the outstanding Notes ("legal
defeasance"). Such legal defeasance means that the Company and each
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Guarantor will be deemed to have paid and discharged the entire indebtedness
represented by the outstanding Notes and the Subsidiary Guarantees, except
for (a) the rights of holders of outstanding Notes to receive payments in
respect of the principal of, premium, if any, and interest and Liquidated
Damages, if any, on such Notes when such payments are due, or on the
redemption date, as the case may be, (b) the Company's obligations with
respect to the Notes concerning issuing temporary Notes, registration of
Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an
office or agency for payment and money for security payments held in trust,
(c) the rights, powers, trust, duties and immunities of the Trustee, and the
Company's obligations in connection therewith, (d) the Company's right to
redeem the Notes pursuant to the Optional Redemption provisions of the Notes
and the Indenture and (e) the legal defeasance provisions of the Indenture.
In addition, the Company may, at its option and at any time, elect to have
the obligations of the Company released with respect to certain covenants
that are described in, or any future covenant added to, the Indenture
("covenant defeasance") and thereafter any omission to comply with such
obligations shall not constitute a Default or Event of Default with respect
to the Notes. In the event covenant defeasance occurs, certain events (not
including non-payment, bankruptcy, receivership, rehabilitation and
insolvency events) described under "Events of Default and Remedies" will no
longer constitute an Event of Default with respect to the Notes.
In order to exercise either legal defeasance or covenant defeasance, the
Company must, among other things, irrevocably deposit with the Trustee, in
trust, for the benefit of the Holders of the Notes, cash in U.S. dollars,
non-callable U.S. government obligations, or a combination thereof, in such
amounts as will be sufficient, in the opinion of a nationally recognized firm
of independent public accountants selected by the Trustee, to pay the
principal of, premium, if any, and interest and Liquidated Damages, if any,
on the outstanding Notes on the stated maturity or on the applicable optional
redemption date, as the case may be.
TRANSFER AND EXCHANGE
A holder may transfer or exchange Notes in accordance with the Indenture.
The Registrar and the Trustee may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and the Company may
require a Holder to pay any taxes and fees required by law or permitted by
the Indenture. The Company is not required to transfer or exchange any Note
selected for redemption. Also, the Company is not required to transfer or
exchange any Note for a period of 15 days before a selection of Notes to be
redeemed.
The registered Holder of a Note will be treated as the owner of it for all
purposes.
AMENDMENT, SUPPLEMENT AND WAIVER
Except as provided in the next two succeeding paragraphs, the Indenture or
the Notes may be amended or supplemented with the consent of the holders of
at least a majority in principal amount of the Notes then outstanding
(including, without limitation, consents obtained in connection with a
purchase of, or tender offer or exchange offer for, Notes), and any existing
Default or Event of Default (other than a Payment Default) or compliance with
any provision of the Indenture or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the then outstanding Notes
(including consents obtained in connection with a tender offer or exchange
offer for Notes).
Without the consent of each Holder affected, an amendment, supplement or
waiver may not (with respect to any Notes held by a non-consenting Holder):
(i) reduce the principal amount of Notes whose Holders must consent to an
amendment, supplement or waiver, (ii) reduce the principal of or change the
fixed maturity of any Note or alter the provisions with respect to the
redemption of the Notes in a manner adverse to Holders (other than provisions
relating to the covenants described above under the caption "--Repurchase at
the Option of Holders"), (iii) reduce the rate of or change the time for
payment of interest on any Note, (iv) waive a Default or Event of Default in
the payment of principal of or premium, if any, or interest on the Notes
(except a rescission of acceleration of the Notes by the holders of at least
a majority in aggregate principal amount of the Notes and a waiver of the
payment default that resulted from such acceleration), (v) make any Note
payable in money other than that stated in the Notes, (vi)
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make any change in the provisions of the Indenture relating to waivers of
past Defaults or the rights of Holders of Notes to receive payments of
principal of or premium, if any, or interest on the Notes, (vii) waive a
redemption payment with respect to any Note (other than a payment required by
one of the covenants described above under the caption "--Repurchase at the
Option of Holders") or (viii) make any change in the foregoing amendment and
waiver provisions. In addition, any amendment to the provisions of Article 10
of the Indenture (which relate to subordination) will require the consent of
the Holders of at least 75% in aggregate principal amount of the Notes then
outstanding if such amendment would adversely affect the rights of Holders of
Notes.
Notwithstanding the foregoing, without the consent of any Holder of Notes,
the Company, the Guarantors and the Trustee may amend or supplement the
Indenture or the Notes to (i) cure any ambiguity, defect or inconsistency,
(ii) provide for uncertificated Notes in addition to or in place of
certificated Notes, (iii) provide for the assumption of the Company's
obligations to Holders of Notes in the case of a merger or consolidation,
(iv) following the Exchange Offer, comply with requirements of the Commission
in order to effect or maintain the qualification of the Indenture under the
Trust Indenture Act, (v) provide for additional Guarantees with respect to
the Notes, (vi) make any change that does not materially adversely affect the
legal rights under the Indenture of any such Holder, (vii) evidence and
provide for a successor Trustee, (viii) add additional covenants or Events of
Default or (ix) secure the Notes.
CONCERNING THE TRUSTEE
The Indenture contains certain limitations on the rights of the Trustee,
should the Trustee become a creditor of the Company, to obtain payment of
claims in certain cases, or to realize on certain property received in
respect of any such claim as security or otherwise. The Trustee will be
permitted to engage in other transactions with the Company; provided if the
Trustee acquires any conflicting interest, it must eliminate such conflict
within 90 days, apply to the Commission for permission to continue as Trustee
or resign.
The Holders of a majority in principal amount of the then outstanding
Notes will have the right to direct the time, method and place of conducting
any proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that in case an Event of Default
shall occur (which shall not be cured), the Trustee will be required, in the
exercise of its power, to use the degree of care of a prudent man in the
conduct of his own affairs. Subject to such provisions, the Trustee will be
under no obligation to exercise any of its rights or powers under the
Indenture at the request of any Holder of Notes, unless such Holder shall
have offered to the Trustee security and indemnity satisfactory to it against
any loss, liability or expense.
American Stock Transfer & Trust Company, which is acting as Trustee under
the Indenture and as the Exchange Agent in the Exchange Offer, is also the
transfer agent with respect to KMG's common stock.
ADDITIONAL INFORMATION
Anyone who receives this Prospectus may obtain a copy of the Indenture
without charge by writing to the Company, 125 West 55th Street, New York, New
York 10019, Attention: Ellen Fader, Vice President, Investor Relations.
CERTAIN DEFINITIONS
Set forth below are certain defined terms used in the Indenture. Reference
is made to the Indenture for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided.
"Acquired Debt" means, with respect to any specified Person, Indebtedness
of any other Person existing at the time such other Person merges with or
into or becomes a Subsidiary of such specified Person, including Indebtedness
incurred in connection with, or in contemplation of, such other Person
merging with or into or becoming a Subsidiary of such specified Person.
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"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or
otherwise.
"Asset Sale" means (i) the sale, lease, conveyance or other disposition of
any assets other than Marketable Securities (including, without limitation,
by way of a sale and leaseback) other than in the ordinary course of business
and other than any Contract Buy Out or sub-lease of real property (provided
that the sale, lease, conveyance or other disposition of all or substantially
all of the assets of the Company and its Subsidiaries taken as a whole will
be governed by the provisions of the Indenture described above under the
covenant entitled "Change of Control" and/or the provisions described above
under the covenant entitled "Merger, Consolidation or Sale of Assets" and not
by the provisions of the Asset Sale covenant), and (ii) the issue or sale by
the Company or any of its Restricted Subsidiaries of Equity Interests of any
of the Company's Restricted Subsidiaries, in the case of either clause (i) or
(ii), whether in a single transaction or a series of related transactions (a)
that have a fair market value in excess of $2.0 million or (b) for net
proceeds in excess of $2.0 million; provided that with respect to Contract
Buy Outs of the station representation contracts of the Company and its
Restricted Subsidiaries, if, as of any Buy Out Proceeds Determination Date
after the date of the Indenture, the Buy Out Proceeds Amount exceeds $6.0
million, the Buy Out Proceeds Amount will be deemed to be Net Proceeds in
respect of an Asset Sale as of such date and shall be applied in accordance
with the second paragraph of the covenant entitled "Asset Sales."
Notwithstanding the foregoing: (i) a transfer of assets by the Company to a
Restricted Subsidiary or by a Restricted Subsidiary to the Company or to
another Restricted Subsidiary, (ii) an issuance or sale of Equity Interests
by a Restricted Subsidiary to the Company or to another Restricted Subsidiary
or any such issuance or sale in a manner that does not reduce the percentage
ownership of the Equity Interests of such Restricted Subsidiary by the
Company or any Restricted Subsidiary, and (iii) a Restricted Payment that is
permitted by the covenant described above under the covenant entitled
"Restricted Payments" will not be deemed to be an Asset Sale.
"Buy Out Proceeds Amount" means an amount equal to (a) the aggregate
amount of cash consideration actually received by the Company and its
Restricted Subsidiaries in connection with Contract Buy Outs during a fiscal
year (whether or not a Contract Buy Out pursuant to which any such
consideration was received occurred during such fiscal year), minus (b) the
aggregate amount of cash consideration actually paid by the Company and its
Restricted Subsidiaries in connection with Contract Buy Outs during a fiscal
year (whether or not a Contract Buy Out pursuant to which any such
consideration was paid occurred during such fiscal year). On each Buy Out
Proceeds Determination Date, the Buy Out Proceeds Amount will be reset at
zero.
"Buy Out Proceeds Determination Date" means the last day of each fiscal
year of the Company.
"Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that
would at such time be so required to be capitalized on the balance sheet in
accordance with GAAP.
"Capital Stock" means, (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated)
of corporate stock, (iii) in the case of a partnership, partnership interests
(whether general or limited) and (iv) any other interest or participation
that confers on a Person the right to receive a share of the profits and
losses of, or distributions of assets of, the issuing Person.
"Change of Control" means the occurrence of any of the following: (i) all
or substantially all of the assets of the Company, KMG or KMSI are sold as an
entirety to any Person or group (within the meaning of Rule 13d-5 under the
Exchange Act and Sections 13(d) and 14(d) of the Exchange Act (a "Group")
other than a Group including the Principals or their Related Parties); (ii)
the stockholders of the Company, KMG or KMSI approve a plan of liquidation or
dissolution (other than in connection with a merger of KMG or KMSI with or
into each other or the Company); or (iii) any Person or Group (other
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than the Principals or their Related Parties) becomes, directly or
indirectly, the "beneficial owner," as defined in Rule 13d-3 under the
Exchange Act (in a single transaction or in a related series of transactions,
by way of merger, consolidation or other business combination or otherwise)
of greater than (A) 40% of the total voting power entitled to vote in the
election of directors of the Company, KMG or KMSI or such other person
surviving the transaction and (B) the total voting power entitled to vote in
the election of directors of the Company, KMG or KMSI beneficially owned by
the Principals or their Related Parties.
"Consolidated Cash Flow" means, with respect to any Person for any period,
the Consolidated Net Income of such Person and its Restricted Subsidiaries
for such period, plus, to the extent deducted in computing Consolidated Net
Income, (a) provision for taxes based on income or profits of such Person and
its Restricted Subsidiaries for such period, (b) Consolidated Interest
Expense of such Person and its Restricted Subsidiaries for such period, (c)
depreciation and amortization (including amortization of goodwill and other
intangibles) and all other non-cash items (whether positive or negative)
(including, without limitation, Non-Cash Rent Expense) of such Person and its
Restricted Subsidiaries for such period and (d) an amount equal to any
extraordinary loss and any net loss realized in connection with any Asset
Sale, in each case, on a consolidated basis determined in accordance with
GAAP. Notwithstanding the foregoing, the provision for taxes based on the
income or profits of, and the depreciation and amortization of, a Subsidiary
of a Person shall be added to Consolidated Net Income to compute Consolidated
Cash Flow only to the extent (and in the same proportion) that the Net Income
of such Subsidiary was included in calculating the Consolidated Net Income of
such Person and only if a corresponding amount would be permitted at the date
of determination to be dividended to the Company by such Subsidiary without
prior approval (that has not been obtained), pursuant to the terms of its
charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to that Subsidiary or
its stockholders.
"Consolidated Cash Interest Expense" means, with respect to any Person for
any period, the Consolidated Interest Expense of such Person and its
Restricted Subsidiaries for such period, less all non-cash charges of such
Person included in Consolidated Interest Expense for such period.
"Consolidated Interest Expense" means, with respect to any Person for any
period, the interest expense (net of interest income) of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined
in accordance with GAAP (including amortization of original issue discount
and deferred financing costs, commissions, discounts, fees and charges,
non-cash interest payments, the interest component of all payments associated
with Capital Lease Obligations and net payments (if any) pursuant to Hedging
Obligations).
"Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that (a) the Net Income of any Person that is
not a Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions actually paid in that period to the referent Person or a Wholly
Owned Restricted Subsidiary thereof, (b) the Net Income of any Person
acquired in a pooling of interests transaction for any period prior to the
date of such acquisition shall be excluded, (c) the cumulative effect of a
change in accounting principles shall be excluded, and (d) the Net Income of
any Unrestricted Subsidiary shall be excluded, whether or not distributed to
the Company or one of its Subsidiaries except as set forth in (a) above.
"Consolidated Net Worth" means, with respect to any Person as of any date,
the sum of (i) the consolidated equity of the common stockholders of such
Person and its consolidated Subsidiaries as of such date plus (ii) the
respective amounts reported on such Person's balance sheet as of such date
with respect to any series of preferred stock (other than Disqualified Stock)
that by its terms is not entitled to the payment of dividends unless such
dividends may be declared and paid only out of net earnings in respect of the
year of such declaration and payment, but only to the extent of any cash
received by such Person upon issuance of such preferred stock, less (x) all
write-ups (other than write-ups resulting from foreign currency translations
and write-ups of tangible assets of a going concern business made within 12
months after the acquisition of such business) subsequent to the date of the
Indenture in the book value
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of any asset owned by such Person or a consolidated Subsidiary of such
Person, (y) all investments as of such date in unconsolidated Subsidiaries
and in Persons that are not Subsidiaries (except, in each case, Permitted
Investments), and (z) all unamortized debt discount and expense and
unamortized deferred charges as of such date, all of the foregoing determined
in accordance with GAAP.
"Contract Buy Out" means the involuntary disposition or termination
(including, without limitation, pursuant to a buy out) of a contract between
a media representation company and a client station.
"Default" means any event that is or with the passage of time or the
giving of notice or both would be an Event of Default.
"Designated Senior Debt" means any Indebtedness outstanding under (i) the
New Credit Agreement and (ii) any other Senior Debt permitted under the
Indenture, the principal amount of which is $20.0 million or more and that
has been designated by the Company as "Designated Senior Debt."
"Disqualified Stock" means any Capital Stock which, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable
at the option of the holder thereof, in whole or in part, on or prior to date
on which the Notes mature.
"Eligible Institution" means a commercial banking institution that has
combined capital and surplus of not less than $100.0 million or its
equivalent in foreign currency, whose short-term debt is rated "A-2" (or
higher) according to Standard & Poor's Ratings Group ("S&P") or "P-2" or
higher according to Moody's Investors Service, Inc. ("Moody's") or carrying
an equivalent rating by a nationally recognized rating agency if both of the
two named rating agencies cease publishing ratings of investments.
"Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for Capital Stock).
"Existing Indebtedness" means up to $24.45 million in aggregate principal
amount of Katz Notes in existence and not repaid on the date of the Indenture
pursuant to the Tender Offer, the Katz Notes being repaid pursuant to the
Tender Offer until the closing of the Tender Offer and up to $5.0 million of
Indebtedness of the Company and its Restricted Subsidiaries (other than
Indebtedness under the Old Credit Agreement and the New Credit Agreement) in
existence on the date of the Indenture until such amounts are repaid.
"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment
of the accounting profession of the United States, which are in effect on the
date of the Indenture.
"Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America or any agency or instrumentality
thereof for the payment of which guarantee or obligations the full faith and
credit of the United States is pledged.
"Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.
"Guarantors" means each of (i) Katz Communications, Inc., Katz Millennium
Marketing Inc., Banner Radio Sales, Inc., Christal Radio Sales, Inc., Eastman
Radio Sales, Inc., Seltel Inc., Katz Cable Corporation and The National
Payroll Company, Inc. and (ii) any other subsidiary that executes a
Subsidiary Guarantee in accordance with the provisions of the Indenture, and
their respective successors and assigns.
"Hedging Obligations" means, with respect to any Person, the obligations
of such Person under (a) currency exchange or interest rate swap agreements,
currency exchange or interest rate cap agreements and currency exchange or
interest rate collar agreements and (b) other agreements or arrangements
designed to protect such person against fluctuations in currency exchange
rates or interest rates.
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"Indebtedness" means, with respect to any Person, any indebtedness of such
Person, whether or not contingent, in respect of borrowed money or evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof) or bankers' acceptances or
representing Capital Lease Obligations or the balance deferred and unpaid of
the purchase price of any property or representing any Hedging Obligations,
except any such balance that constitutes an accrued expense or trade payable,
if and to the extent any of the foregoing indebtedness (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance
sheet of such Person prepared in accordance with GAAP, as well as all
indebtedness of others secured by a Lien on any asset of such Person (whether
or not such indebtedness is assumed by such Person) and, to the extent not
otherwise included, the Guarantee by such Person of any indebtedness of any
other Person. The amount of indebtedness of any Person at any date shall be
the outstanding balance at such date of all unconditional obligations as
described above and the maximum liability of any guarantees at such date;
provided that for purposes of calculating the amount of any non-interest
bearing or other discount security, such Indebtedness shall be deemed to be
the principal amount thereof that would be shown on the balance sheet of the
issuer dated such date prepared in accordance with GAAP but that such
security shall be deemed to have been incurred only on the date of the
original issuance thereof.
"Indebtedness to Cash Flow Ratio" means, with respect to any Person, the
ratio of (a) the aggregate principal amount of all outstanding Indebtedness
of such Person and its Restricted Subsidiaries as of such date on a
consolidated basis, plus the aggregate liquidation preference or redemption
amount of all Disqualified Stock of the Company and its Restricted
Subsidiaries (excluding any such Disqualified Stock held by the Company or
its Wholly Owned Restricted Subsidiaries), to (b) such Person's Consolidated
Cash Flow for the most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding the date on
which such event for which such calculation is being made shall occur;
provided that any Indebtedness incurred or retired by the Company or any of
its Restricted Subsidiaries during the fiscal quarter in which the date of
determination occurs shall be calculated as if such Indebtedness was so
incurred or retired on the first day of the fiscal quarter in which the date
of determination occurs; and provided, further, that (x) if the transaction
giving rise to the need to calculate the Indebtedness to Cash Flow Ratio
would have the effect of increasing or decreasing Indebtedness or
Consolidated Cash Flow in the future, Indebtedness or Consolidated Cash Flow
shall be calculated on a pro forma basis as if such transaction had occurred
on the first day of such four fiscal quarter period preceding the date of
determination, and (y) if during such four fiscal quarter period, the Company
or any of its Restricted Subsidiaries shall have engaged in any Asset Sale,
Consolidated Cash Flow for such period shall be reduced by an amount equal to
the Consolidated Cash Flow (if positive), or increased by an amount equal to
the Consolidated Cash Flow (if negative), directly attributable to the assets
which are the subject of such Asset Sale and any related retirement of
Indebtedness as if such Asset Sale and related retirement of Indebtedness had
occurred on the first day of such four fiscal quarter period or (z) if during
such four fiscal quarter period the Company or any of its Restricted
Subsidiaries shall have acquired any material assets outside the ordinary
course of business, Consolidated Cash Flow shall be calculated on a pro forma
basis as if such asset acquisition and related financing had occurred on the
first day of such four fiscal quarter period.
"Interim Credit Facility" means that certain credit facility of KMSI
providing up to $5.6 million of credit borrowings, including any related
notes, guarantees, collateral documents, instruments and agreements executed
in connection therewith, and in each case as amended, modified, renewed,
refunded, replaced or refinanced from time to time.
"Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including Subsidiary Guarantees), advances or capital
contributions (excluding commission, travel and similar advances to officers
and employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, and all other items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the
Company or any Subsidiary of the Company sells or otherwise disposes of any
Equity Interests of any direct or indirect Restricted Subsidiary of the
Company such that, after giving effect to any such sale or disposition, such
Person is no
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longer a Subsidiary of the Company, the Company shall be deemed to have made
an Investment on the date of any such sale or disposition equal to the fair
market value of the Equity Interests of such Subsidiary not sold or disposed
of in an amount determined as provided in the final paragraph of the covenant
described above under the caption "--Restricted Payments."
"Katz Notes" means the Company's $100.0 million original principal amount
($97.8 million principal amount outstanding prior to the Refinancing) of
12-3/4% Senior Subordinated Notes due 2002.
"KCC Merger" means the merger between Katz Capital Corporation and Katz
Media, the survivor of which is the Company.
"KMG" means Katz Media Group, Inc., a Delaware corporation, and indirect
corporate parent of the Company.
"KMSI" means Katz Media Services, Inc., a Delaware corporation, and direct
corporate parent of the Company.
"Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law (including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction).
"Marketable Securities" means (a) Government Securities, (b) any
certificate of deposit maturing not more than 270 days after the date of
acquisition issued by, or time deposit of, an Eligible Institution, (c)
commercial paper maturing not more than 270 days after the date of
acquisition of an issuer (other than an Affiliate of the Company) with a
rating, at the time as of which any investment therein is made, of "A-2" (or
higher) according to S&P or "P-2" (or higher) according to Moody's or
carrying an equivalent rating by a nationally recognized rating agency if
both of the two named rating agencies cease publishing ratings of
investments, (d) any bankers acceptances or money market deposit accounts
issued by an Eligible Institution and (e) any fund investing exclusively in
investments of the types described in clauses (a) through (d) above, and (f)
any repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (a), (b) and (d)
above entered into with any domestic commercial bank having capital and
surplus in excess of $500 million and a Keefe Bank Watch Rating of "B" or
better.
"Media Representation Venture" means any entity principally engaged in the
business of media representation.
"NCC" means National Cable Communications, L.P., a Delaware limited
partnership.
"Net Income" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (i) any gain (but
not loss), together with any related provision for taxes on such gain (but
not loss), realized in connection with (a) any Asset Sale (including, without
limitation, dispositions pursuant to sale and leaseback transactions) or (b)
the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any
of its Restricted Subsidiaries and (ii) any extraordinary or nonrecurring
gain (but not loss), together with any related provision for taxes on such
extraordinary or nonrecurring gain (but not loss).
"Net Proceeds" means the aggregate cash proceeds received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale (including, without limitation,
legal, accounting and investment banking fees and sales commissions) and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), amounts required to be applied
to the repayment of Indebtedness secured by a Lien on the asset or assets
that are the subject of such Asset Sale and any reserve for adjustment in
respect of the sale price of such asset or assets established in accordance
with GAAP.
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"New Credit Agreement" means that certain secured credit facility by and
among the Company, as borrower, the Guarantors, as guarantors, the lenders
party thereto, The First National Bank of Boston, as Administrative Agent,
and DLJ Capital Funding Inc., as Syndication Agent, providing up to $180
million of revolving credit and term borrowings, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, modified, renewed,
extended, refunded, replaced or refinanced from time to time.
"Non-Cash Rent Expense" means an amount equal to the difference between
rent expense recorded pursuant to SFAS No. 13 and the portion of rent expense
requiring the use of current corporate resources.
"Non-Recourse Debt" means Indebtedness (i) as to which neither the Company
nor any of its Restricted Subsidiaries (a) provides credit support of any
kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable (as a
guarantor or otherwise) or (c) constitutes the lender; (ii) no default with
respect to which (including any rights that the holders thereof may have to
take enforcement action against an Unrestricted Subsidiary) would permit
(upon notice, lapse of time or both) any holder of any other Indebtedness of
the Company or any of its Restricted Subsidiaries to declare a default on
such other Indebtedness or cause the payment thereof to be accelerated or
payable prior to its stated maturity; and (iii) as to which the lenders have
been notified in writing that they will not have any recourse to the stock or
assets of the Company or any of its Restricted Subsidiaries.
"Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, costs, expenses, damages and other
liabilities payable under the documentation governing any Indebtedness.
"Permitted Business" means the business of media representation, sale of
advertising and such other activities as are incidental or similar or related
thereto.
"Permitted Investments" means (a) Investments in the Company or in a
Restricted Subsidiary of the Company, (b) Investments in cash and Marketable
Securities, (c) Investments by the Company or any Restricted Subsidiary of
the Company in a Person if, as a result of such Investment, (i) such person
becomes a Restricted Subsidiary of the Company or (ii) such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or a
Restricted Subsidiary of the Company, (d) Investments in accounts and notes
receivable acquired in the ordinary course of business, (e) all Investments
received in settlement of debts or as a result of bankruptcy or insolvency
proceedings or upon a foreclosure of a lien securing such obligation, (f)
notes from employees issued to the Company representing payment of the
exercise price of options to purchase Capital Stock of the Company or KMG,
(g) any securities received in connection with an Asset Sale that complies
with the covenant entitled "Asset Sales," (h) endorsements of negotiable
instruments and deposits, (i) Hedging Obligations to the extent permitted
under the clause (vii) of the second paragraph of the covenant entitled
"Incurrence of Indebtedness and Issuance of Preferred Stock" and (j) other
Investments in any Unrestricted Subsidiary of the Company or any other Person
(whether or not a Subsidiary; provided that such Person otherwise at all
times satisfies the requirements of clauses (a)-(d) of the definition of
"Unrestricted Subsidiary") that do not exceed $10.0 million at any time
outstanding; provided that to the extent any such Investments are not made in
cash, the amount of such Investment shall be the fair value of such
Investment as determined in good faith by the Board of Directors of the
Company.
"Permitted Junior Securities" means (i) Equity Securities of KMG, KMSI,
the Company or a successor entity and (ii) debt securities of the Company
that are unsecured and subordinated at least to the same extent as the Notes
to Senior Debt of the Company and guarantees of any such debt by any
Guarantor that are unsecured and subordinated at least to the same extent as
the Subsidiary Guarantee of such Guarantor to the Senior Debt of such
Guarantor, as the case may be, and has a final maturity date at least as late
as the final maturity date of, and has a Weighted Average Life to Maturity
equal to or greater than the Weighted Average Life to Maturity of, the Notes.
"Permitted Liens" means (a) Liens in favor of the Company or any
Restricted Subsidiary, (b) Liens on property of a Person existing at the time
such Person is merged into or consolidated with the Company
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or any Restricted Subsidiary of the Company, provided that such Liens were
not incurred in connection with, or in contemplation of, such merger or
consolidation and do not extend to any assets other than those of the Person
merged into or consolidated with the Company or such Restricted Subsidiary;
(c) Liens on property existing at the time of acquisition thereof by the
Company or any Restricted Subsidiary of the Company; provided that such Liens
were not incurred in connection with, or in contemplation of, such
acquisition and do not extend to any assets of the Company or any of its
Restricted Subsidiaries other than the property so acquired; (d) Liens to
secure the performance of statutory obligations, surety or appeal bonds or
performance bonds, or landlords', carriers', warehousemen's, mechanics',
suppliers', materialmen's or other like Liens, in any case incurred in the
ordinary course of business and with respect to amounts not yet delinquent or
being contested in good faith by appropriate process of law, if a reserve or
other appropriate provision, if any, as is required by GAAP shall have been
made therefor; (e) Liens for taxes, assessments or governmental charges or
claims that are not yet delinquent or that are being contested in good faith
by appropriate proceedings promptly instituted and diligently concluded;
provided that any reserve or other appropriate provision as shall be required
in conformity with GAAP shall have been made therefor; (f) Liens to secure
Indebtedness (including Capital Lease Obligations) permitted by clause (iii)
of the second paragraph of the covenant entitled "Incurrence of Indebtedness
and Issuance of Preferred Stock" covering only the assets acquired with such
Indebtedness and accessions, modifications and products thereof; (g) Liens
securing Indebtedness incurred to refinance or replace Indebtedness that has
been secured by a Lien permitted under the Indenture; provided that (x) any
such Lien shall not extend to or cover any assets or property not securing
the Indebtedness so refinanced or replaced and (y) the refinancing
Indebtedness secured by such Lien shall have been permitted to be incurred
under the covenant entitled "Incurrence of Indebtedness and Issuance of
Preferred Stock"; (h) Liens existing on the date of the Indenture; (i)
charges or levies (other than any Lien imposed by the Employee Retirement
Income Security Act of 1974, as amended) that are not yet subject to
penalties for non-payment or are being contested in good faith by appropriate
proceedings and for which adequate reserves, if required, have been
established or other provisions have been made in accordance with GAAP; (j)
Liens (other than any Lien under the Employee Retirement Income Security Act
of 1974, as amended) incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security; (k) Liens incurred or deposits made to secure
the performance of tenders, bids, leases, statutory or regulatory
obligations, bankers' acceptances, surety and appeal bonds, government
contracts, performance and return of money bonds and other obligations of a
similar nature incurred in the ordinary course of business (exclusive of
obligations for the payment of borrowed money); (l) Liens incurred in the
ordinary course of business of the Company or any Subsidiary of the Company
with respect to obligations that do not exceed $2.0 million in principal
amount in the aggregate at any one time outstanding and (m) liens in favor of
the Trustee as set forth in the Indenture.
"Permitted Refinancing Debt" means any Indebtedness of the Company or any
of its Restricted Subsidiaries issued in exchange for, or the net proceeds of
which are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of the Company or any of its Restricted Subsidiaries; provided
that: (i) the principal amount (or accreted amount, if applicable) of such
Permitted Refinancing Indebtedness does not exceed the principal amount (or
accreted amount, if applicable) of the Indebtedness so extended, refinanced,
renewed, replaced, defeased or refunded (plus the amount of premiums,
prepayments, penalties, charges and reasonable expenses incurred in
connection therewith); (ii) such Permitted Refinancing Indebtedness has a
final maturity date later than the final maturity date of, and has a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life
to Maturity of, the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; (iii) if the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded is subordinated in right
of payment to the Notes and such Permitted Refinancing Indebtedness is
subordinated in right of payment to the Notes on terms at least as favorable
to the Holders of Notes as those contained in the documentation governing the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; and (iv) such Indebtedness is incurred either by the Company or by
the Restricted Subsidiary who is the obligor on the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded.
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"Principals" means the Initial Shareholders party to the Shareholders
Agreement dated August 12, 1994.
"Related Party" means, with respect to any Principal, (A) any controlling
stockholder, 80% (or more) owned Subsidiary, or spouse or immediate family
member (in the case of any individual) of such Principal, or (B) any partner
of such Principal as of the date of the Indenture, or (C) any employee of
such Principal or any of its Affiliates, or (D) any trust, corporation,
partnership or other entity, the beneficiaries, stockholders, partners,
owners or Persons beneficially holding an 80% or more controlling interest of
which consist of such Principal and/or such other Persons referred to in the
immediately preceding clauses (A), (B) or (C), or (E) any Affiliate of DLJMB.
"Representative" means the indenture trustee or other trustee, agent or
representative for any Senior Debt.
"Restricted Investment" means an Investment other than a Permitted
Investment.
"Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.
"Senior Debt" of any Person means (i) all Obligations (including without
limitation interest accruing after filing of a petition in bankruptcy whether
or not such interest is an allowable claim in such proceeding) of the Company
or its Subsidiaries, including without limitation any Guarantees of such
Obligations pursuant to the New Credit Agreement and (ii) any other
Indebtedness permitted to be incurred by the Company or the Guarantors under
the terms of the Indenture, unless the instrument under which such
Indebtedness is incurred expressly provides that it is on a parity with or
subordinated in right of payment to the Notes. Notwithstanding anything to
the contrary in the foregoing, Senior Debt will not include (w) any liability
for federal, state, local or other taxes owed or owing by the Company, (x)
any Indebtedness of the Company to any of its Restricted Subsidiaries or
other Affiliates (other than Indebtedness arising under the New Credit
Agreement), (y) any trade payables or (z) any Indebtedness that is incurred
in violation of the Indenture.
"Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date
hereof.
"Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total
voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person (or a combination thereof) and (ii) any partnership (a) the sole
general partner or the managing general partner of which is such Person or a
Subsidiary of such Person or (b) the only general partners of which are such
Person or of one or more Subsidiaries of such Person (or any combination
thereof).
"Tender Offer" means the Offer to Purchase for Cash and Solicitation of
Consents to Amendments to the Related Indenture, dated November 14, 1996, as
amended or supplemented, with respect to the Katz Notes.
"Unrestricted Subsidiary" means (i) any Subsidiary that is designated by
the Board of Directors as an Unrestricted Subsidiary pursuant to a board
resolution; but only to the extent that such Subsidiary: (a) has no
Indebtedness other than Non-Recourse Debt; (b) is not party to any agreement,
contract, arrangement or understanding with the Company or any Restricted
Subsidiary of the Company unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of the Company; (c) is a Person with respect
to which neither the Company nor any of its Restricted Subsidiaries has any
direct or indirect obligation (x) to subscribe for additional Equity
Interests or (y) to maintain or preserve such Person's financial condition or
to cause such Person to achieve any specified levels of operating results;
and (d) has not guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of the Company or any of its Restricted
Subsidiaries. Any such designation by the Board of Directors shall be
evidenced to the Trustee by filing with the Trustee a certified copy of the
board resolution giving effect to such designation and an Officers'
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Certificate certifying that such designation complied with the foregoing
conditions and was permitted by the covenant described above under the
covenant entitled "Restricted Payments." If, at any time, any Unrestricted
Subsidiary would fail to meet the foregoing requirements as an Unrestricted
Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for
purposes of the Indenture and any Indebtedness of such Subsidiary shall be
deemed to be incurred by a Restricted Subsidiary of the Company as of such
date (and, if such Indebtedness is not permitted to be incurred as of such
date under the covenant entitled "Incurrence of Indebtedness and Issuance of
Preferred Stock," the Company shall be in default of such covenant). The
Board of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation
shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (i)
such Indebtedness is permitted under the covenant entitled "Incurrence of
Indebtedness and Issuance of Preferred Stock," and (ii) no Default or Event
of Default would be in existence following such designation. Until otherwise
designated by the Board of Directors of the Company, NCC shall be an
Unrestricted Subsidiary.
"Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the
then outstanding principal amount of such Indebtedness into (b) the total of
the product obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (ii)
the number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment.
"Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall
at the time be owned by such Person or by one or more Wholly Owned Restricted
Subsidiaries of such Person.
BOOK-ENTRY, DELIVERY AND FORM
Except as set forth below, the New Notes will initially be issued in the
form of one or more registered notes in global form without coupons (each, a
"Global Note"). Upon issuance, each Global Note will be deposited with, or on
behalf of, The Depository Trust Company (the "Depositary") and registered in
the name of Cede & Co., as nominee of the Depositary.
If a holder tendering Old Notes so requests, such holder's New Notes will
be issued as described below under "Certificated Securities" in registered
form without coupons (the "Certificated Securities").
The Depositary has advised the Company that it is (i) a limited purpose
trust company organized under the laws of the State of New York, (ii) a
member of the Federal Reserve System, (iii) a "clearing corporation" within
the meaning of the Uniform Commercial Code, as amended, and (iv) a "Clearing
Agency" registered pursuant to Section 17A of the Exchange Act. The
Depositary was created to hold securities for its participants (collectively,
the "Participants") and facilitates the clearance and settlement of
securities transactions between Participants through electronic book-entry
charges to the accounts of its Participants, thereby eliminating the need for
physical transfer and delivery of certificates. The Depositary's Participants
include securities brokers and dealers (including the Initial Purchaser),
banks and trust companies, clearing corporations and certain other
organizations. Access to the Depositary's system is also available to other
entities such as banks, brokers, dealers and trust companies (collectively,
the "Indirect Participants") that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly.
The Company expects that pursuant to procedures established by the
Depositary (i) upon deposit of the Global Notes, the Depositary will credit
the accounts of Participants who elect to exchange Old Notes with an interest
in the Global Note and (ii) ownership of the New Notes will be shown on, and
the transfer of ownership thereof will be effected only through, records
maintained by the Depositary (with respect to the interest of Participants),
the Participants and the Indirect Participants. The laws of some states
require that certain persons take physical delivery in definitive form of
securities that they own and that security interests in negotiable
instruments can only be perfected by delivery of certificates representing
the instruments.
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So long as the Depositary or its nominee is the registered owner of a
Global Note, the Depositary or such nominee, as the case may be, will be
considered the sole owner or holder of the New Notes represented by the
Global Note for all purposes under the Indenture. Except as provided below,
owners of beneficial interests in a Global Note will not be entitled to have
New Notes represented by such Global Notes registered in their names, will
not receive or be entitled to receive physical delivery of Certificated
Securities, and will not be considered the owners or holders thereof under
the Indenture for any purpose, including with respect to the giving of any
direction, instruction or approval to the Trustee thereunder. As a result,
the ability of a person having a beneficial interest in New Notes represented
by a Global Note to pledge such interest to persons or entities that do not
participate in the Depositary's system, or to otherwise take action with
respect to such interest, may be affected by the lack of a physical
certificate evidencing such interest.
The Company understands that under existing industry practice, in the
event the Company requests any action of holders or an owner of a beneficial
interest in a Global Note desires to take any action that the Depositary, as
the holder of such Global Note, is entitled to take, the Depositary would
authorize the Participants to take such action and the Participant would
authorize persons owning through such participants to take such action or
would otherwise act upon the instruction of such persons. Neither the Company
nor the Trustee will have any responsibility or liability for any aspect of
the records relating to or payments made on account of New Notes by the
Depositary, or for maintaining, supervising or reviewing any records of the
Depositary relating to such New Notes.
Payments with respect to the principal of, premium, if any, interest and
Liquidated Damages, if any, on any New Notes represented by a Global Note
registered in the name of the Depositary or its nominee on the applicable
record date will be payable by the Trustee to or at the direction of the
Depositary or its nominee in its capacity as the registered holder of the
Global Note representing such New Notes under the Indenture. Under the terms
of the Indenture, the Company and the Trustee may treat the persons in whose
names the New Notes, including the Global Notes, are registered as the owners
thereof for the purpose of receiving such payment and for any and all other
purposes whatsoever. Consequently, neither the Company nor the Trustee has or
will have any responsibility or liability for the payment of such amounts to
beneficial owners of New Notes (including principal, premium, if any,
interest, and Liquidated Damages, if any), or to immediately credit the
accounts of the relevant Participants with such payment, in amounts
proportionate to their respective holdings in principal amount of beneficial
interest in the Global Note as shown on the records of the Depositary.
Payments by the Participants and the Indirect Participants to the beneficial
owners of New Notes will be governed by standing instructions and customary
practice and will be the responsibility of the Participants or the Indirect
Participants.
CERTIFICATED SECURITIES
If (i) the Company notifies the Trustee in writing that the Depositary is
no longer willing or able to act as a depositary and the Company is unable to
locate a qualified successor within 90 days or (ii) the Company, at its
option, notifies the Trustee in writing that it elects to cause the issuance
of New Notes in definitive form under the Indenture, then, upon surrender by
the Depositary of its Global Notes, Certificated Securities will be issued to
each person that the Depositary identifies as the beneficial owner of the New
Notes represented by the Global Note. In addition, any person having a
beneficial interest in a Global Note or any holder of Old Notes whose Old
Notes have been accepted for exchange may, upon request to the Trustee or the
Exchange Agent, as the case may be, exchange such beneficial interest or Old
Notes for Certificated Securities. Upon any such issuance, the Trustee is
required to register such Certificated Securities in the name of such person
or persons (or the nominee of any thereof), and cause the same to be
delivered thereto.
Neither the Company nor the Trustee shall be liable for any delay by the
Depositary or any Participant or Indirect Participant in identifying the
beneficial owners of the related New Notes and each such person may
conclusively rely on, and shall be protected in relying on, instructions from
the Depositary for all purposes (including with respect to the registration
and delivery, and the respective principal amounts, of the New Notes to be
issued).
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DESCRIPTION OF COMPANY INDEBTEDNESS
NEW CREDIT AGREEMENT
In connection with the Refinancing, the Company entered into the New
Credit Agreement pursuant to which DLJ acts as arranger, an affiliate of DLJ,
as syndication agent and The First National Bank of Boston, as administrative
agent. Under the New Credit Agreement, certain lenders (the "Lenders") are
providing the Company with a secured revolving credit and term loan facility
of up to $180.0 million, consisting of Tranche A term loans of up to $60.0
million, Tranche B term loans of up to $40.0 million and revolving loans of
up to $80.0 million. Tranche A term loans will begin amortizing in 1999 and
will have a final maturity of September 30, 2003. Tranche B term loans will
begin amortizing in 1997 and will have a final maturity of December 31, 2004.
Mandatory reductions in the commitments under the revolving credit facility
will commence in 2000, with a final maturity on September 30, 2003.
Interest is payable on borrowings under the New Credit Agreement at rates
based on either a "Base Rate" or a "Eurodollar Rate" (each as defined in the
New Credit Agreement), as selected by the Company plus a margin ranging from
0% to 2 5/8%, depending on whether the selected rate is a "Base Rate" or a
"Eurodollar Rate," the Company's ratio of total debt to EBITDA on a trailing
four-quarter basis and whether such loans are Tranche A term loans, Tranche B
term loans or revolving credit loans.
The New Credit Agreement contains certain restrictive covenants that
impose limitations or prohibitions upon the Company, including covenants with
respect to: (i) the creation, incurrence or existence of any additional
indebtedness or contingent obligations; (ii) the creation, incurrence or
existence of liens; (iii) mergers, stock issuances and sales of assets; (iv)
the making of investments in other persons; (v) the payment of dividends, the
repurchase of capital stock and the prepayment or repurchase of subordinated
indebtedness; (vi) transactions with affiliates; (vii) the sale or
disposition of any ownership of any Restricted Subsidiary (as defined in the
New Credit Agreement); (viii) any change in the nature of the business; (ix)
sale-leaseback transactions; (x) any modification of any Related Document (as
defined in the New Credit Agreement) or of any material agreement; (xi)
modifications to the capital structure of the Company or its subsidiaries;
(xii) capital expenditures; (xiii) the formation or acquisition of new
subsidiaries; and (xiv) other covenants customarily found in loan agreements
of this type. The New Credit Agreement also requires the Company and its
subsidiaries, among other things (x) to maintain customary insurance and
material licenses, permits and intellectual property rights; (y) to comply
with applicable laws and regulations; and (z) to provide the Lenders annual
audited and quarterly unaudited financial statements and certain other
reports and certificates.
The New Credit Agreement also provides that as long as any commitments or
loans remain outstanding thereunder, the Company shall maintain a (i) fixed
charge coverage ratio, (ii) total interest coverage ratio and (iii) total
debt to EBITDA ratio, as specified in the New Credit Agreement for each
fiscal quarter.
The New Credit Agreement is secured by (i) pledge agreements executed by
the Company and all of its domestic subsidiaries, pursuant to which each of
them has pledged all (or, in the case of foreign subsidiaries, 65%) of the
common stock and intercompany notes of their respective subsidiaries, (ii)
security agreements, pursuant to which the Company and all of its domestic
subsidiaries has granted security interests in substantially all of their
assets and (iii) a pledge agreement executed by KMSI, pursuant to which KMSI
has pledged all of the common stock of the Company, in each case for the
ratable benefit of the Lenders and the agents under the New Credit Agreement.
In addition, KMSI and all of the domestic subsidiaries of the Company
guarantee payment of all borrowings under the New Credit Agreement. The
guarantees by such subsidiaries of obligations under the New Credit Agreement
rank senior to the Subsidiary Guarantees relating to the Indenture.
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PLAN OF DISTRIBUTION
Based on interpretations by the staff of the Commission set forth in
no-action letters issued to third parties, the Company believes that the New
Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be
offered for resale, resold and otherwise transferred by any Holder thereof
(other than any such Holder which is an "affiliate" of the Company within the
meaning of Rule 405 under the Securities Act), without compliance with the
registration and prospectus delivery provisions of the Securities Act,
provided that such New Notes are acquired in the ordinary course of such
Holder's business and such Holder has no arrangement or understanding with
any person to participate in the distribution of such New Notes and neither
such Holder nor any other person is engaging or intends to engage in a
distribution of such New Notes. Accordingly, any Holder using the Exchange
Offer to participate in a distribution of the New Notes will not be able to
rely on such no-action letters. However, the Company has not sought, and does
not intend to seek, its own no-action letter, and there can be no assurance
that the staff of the Commission would make a similar determination with
respect to the Exchange Offer. Notwithstanding the foregoing, each
broker-dealer that receives New Notes for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with any resale of New Notes received in exchange for Old Notes
where such Old Notes were acquired as a result of market-making activities or
other trading activities. The Company has agreed that for a period of one
year following the consummation of the Exchange Offer, it will make this
Prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until July 14, 1997 (90
days from the date of this Prospectus), all dealers effecting transactions in
the New Notes may be required to deliver a prospectus.
The Company will not receive any proceeds from any sale of New Notes by
broker-dealers. New Notes received by broker-dealers for their own account
pursuant to the Exchange Offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the New Notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at
prices related to such prevailing market prices or negotiated prices. Any
such resale may be made directly to purchasers or to or through brokers or
dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such New
Notes. Any broker-dealer that resells New Notes that were received by it for
its own account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such New Notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
such resale of New Notes and any commissions or concessions received by any
such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that by acknowledging that
it will deliver, and by delivering, a prospectus as required, a broker-dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
For a period of one year from the consummation of the Exchange Offer, the
Company will send a reasonable number of additional copies of this Prospectus
and any amendment or supplement to this Prospectus to any broker-dealer that
requests such documents in the Letter of Transmittal. The Company will pay
all the expenses incident to the Exchange Offer (which shall not include the
expenses of any Holder in connection with resales of the New Notes). The
Company has agreed to indemnify the Holders of Old Notes, including any
broker-dealers participating in the Exchange Offer, against certain
liabilities, including liabilities under the Securities Act.
This Prospectus may be used by the Initial Purchaser in connection with
offers and sales of the New Notes in market-making transactions at negotiated
prices related to prevailing market prices at the time of sale. The Initial
Purchaser may act as principal or agent in such transactions. The Initial
Purchaser has advised the Company that it currently intends to make a market
in the New Notes but is not obligated to do so and may discontinue any such
market-making at any time without notice. Accordingly, no assurance can be
given that an active trading market will develop for, or as to the liquidity
of, the New Notes.
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CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following discussion summarizes the material United States federal
income tax consequences of the Exchange Offer to a holder of Old Notes that
is an individual citizen or resident of the United States or a United States
corporation that purchased the Old Notes pursuant to their original issue (a
"U.S. Holder"). This discussion is based on the Internal Revenue Code of
1986, as amended (the "Code"), existing and proposed Treasury regulations,
and judicial and administrative determinations, all of which are subject to
change at any time, possibly on a retroactive basis. The following relates
only to the Old Notes, and the New Notes received therefor, that are held as
"capital assets" within the meaning of Section 1221 of the Code by U.S.
Holders. It does not discuss state, local or foreign tax consequences, nor
does it discuss tax consequences to subsequent purchasers (persons who did
not purchase the Old Notes pursuant to their original issue), or to
categories of holders that are subject to special rules, such as foreign
persons, tax-exempt organizations, insurance companies, banks and dealers in
stocks and securities. Tax consequences may vary depending on the particular
status of an investor. No rulings will be sought from the Internal Revenue
Service (the "IRS") with respect to the federal income tax consequences of
the Exchange Offer.
THIS SECTION DOES NOT PURPORT TO DEAL WITH ALL ASPECTS OF FEDERAL INCOME
TAXATION THAT MAY BE RELEVANT TO AN INVESTOR'S DECISION TO EXCHANGE OLD NOTES
FOR NEW NOTES. EACH INVESTOR SHOULD CONSULT WITH ITS OWN TAX ADVISOR
CONCERNING THE APPLICATION OF THE FEDERAL INCOME TAX LAWS AND OTHER TAX LAWS
TO ITS PARTICULAR SITUATION BEFORE DETERMINING WHETHER TO EXCHANGE OLD NOTES
FOR NEW NOTES.
THE EXCHANGE OFFER
The exchange of Old Notes for New Notes pursuant to the Exchange Offer
should be treated as a continuation of the corresponding Old Notes because
the terms of the New Notes are not materially different from the terms of the
Old Notes. Accordingly, such exchange should not constitute a taxable event
to U.S. Holders and, therefore, (i) no gain or loss should be realized by
U.S. Holders upon receipt of a New Note, (ii) the holding period of the New
Note should include the holding period of the Old Note exchanged therefor and
(iii) the adjusted tax basis of the New Note should be the same as the
adjusted tax basis of the Old Note exchanged therefor immediately before the
exchange.
STATED INTEREST
Stated interest on a Note will be taxable to a U.S. Holder as ordinary
interest income at the time that such interest accrues or is received, in
accordance with the U.S. Holder's regular method of accounting for federal
income tax purposes. The Notes are not considered to have been issued with
original issue discount for federal income tax purposes.
SALE, EXCHANGE OR RETIREMENT OF THE NOTES
A U.S. Holder's tax basis in a Note generally will be its cost. A U.S.
Holder generally will recognize gain or loss on the sale, exchange or
retirement of a Note in an amount equal to the difference between the amount
realized on the sale, exchange or retirement and the tax basis of the Note.
Gain or loss recognized on the sale, exchange or retirement of a Note
(excluding amounts received in respect of accrued interest, which will be
taxable as ordinary interest income) generally will be capital gain or loss
and will be long-term capital gain or loss if the Note was held for more than
one year.
BACKUP WITHHOLDING
Under certain circumstances, a U.S. Holder of a Note may be subject to
"backup withholding" at a 31% rate with respect to payments of interest
thereon or the gross proceeds from the disposition thereof. This withholding
generally applies if the U.S. Holder fails to furnish his or her social
security number or other taxpayer identification number in the specified
manner and in certain other circumstances. Any amount withheld from a payment
to a U.S. Holder under the backup withholding rules is allowable as a
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credit against such U.S. Holder's federal income tax liability, provided that
the required information is furnished to the IRS. Corporations and certain
other entities described in the Code and Treasury regulations are exempt from
backup withholding if their exempt status is properly established.
LEGAL MATTERS
Certain legal matters with regard to the validity of the New Notes will be
passed upon for the Company by Akin, Gump, Strauss, Hauer & Feld, L.L.P., New
York, New York.
EXPERTS
The consolidated financial statements of the Company at December 31, 1996
and 1995, and the results of operations and cash flows for the years ended
December 31, 1996 and 1995 and the period August 12, 1994 through December
31, 1994 and the financial statements of the Predecessor Company for the
period January 1, 1994 through August 11, 1994, included in this Prospectus
have been so included in reliance on the reports of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
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GLOSSARY OF SELECTED TERMS
DOMINANT MARKET AREAS (DMAS) are discrete television markets within which
the preponderance of television viewing is of stations located within that
market. Every county or sampling unit in the contiguous United States is
assigned exclusively to one DMA. The Arbitron Company determines DMAs and
ranks them by the size of their population.
DEMOGRAPHIC PROGRAM RANKINGS are determined by audience size within a
specific demographic group, usually a gender and age group, and typically
refer to a specific period of the day.
EVERGREEN PERIOD refers to the contractual term of a representation
contract following the expiration of the initial term thereof, during which
period the contract is extended until notice of cancellation is given in
accordance with the notice provisions of the contract (typically, one year).
GROSS BILLINGS represent the dollar volume of advertising placed by
representation firms on client stations.
An INTERCONNECT is a group of cable systems which offers spot advertising
air ime to advertisers and thus provides a broader audience than any one
system.
A MEDIA REPRESENTATION FIRM is an organization that markets and sells
advertising air time on behalf of radio stations, television stations or
cable systems to advertisers, advertising agencies and other buying
organizations.
METERED MARKET OVERNIGHT RATINGS measure the percentage of the population
in a market watching a particular television program. Such measurements are
available on an overnight basis and are estimated by meters installed in
television viewers' homes by the A.C. Nielsen Company. These ratings are
widely accepted by advertisers as a basis for determining placement strategy
and advertising rates.
NATIONAL SPOT ADVERTISING is placed or "spotted" in any market in the
United States or in any combination of markets (and at various times in
different markets), as opposed to network advertising which is broadcast
simultaneously throughout the United States on stations affiliated with a
single television, radio or cable network.
REACH and FREQUENCY: Reach is an estimate of the number of different homes
or persons that are in the viewing or listening audience for a particular
program or time period. Frequency is a measure of how often, on average, a
person views or hears a commercial that is broadcast over a particular period
of time.
The TIME-PERIOD AGENCY SYSTEM is a computer system that emulates the
rating systems used by advertising agencies, thus enabling the Company to
validate the ratings data that the agencies are using during the advertising
fee negotiations.
An UNWIRED NETWORK refers to a group of client radio, television or cable
stations that a representation firm markets to advertisers as an informal
network for targeting a specific demographic group or geographic market.
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INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Katz Media Corporation and Subsidiaries
Report of Independent Accountants............................................ F-2
Report of Independent Accountants............................................ F-3
Consolidated Balance Sheets at December 31, 1996 and 1995.................... F-4
Consolidated Statements of Operations for the years ended December 31, 1996
and 1995, the period August 12, 1994 through December 31, 1994 and the
period January 1, 1994 through August 11, 1994*............................. F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1996
and 1995, the period August 12, 1994 through December 31, 1994 and the
period January 1, 1994 through August 11, 1994*............................. F-6
Consolidated Statements of Stockholders' Equity for the years ended December
31, 1996 and 1995 and the period August 12, 1994 through December 31, 1994 . F-8
Notes to Consolidated Financial Statements................................... F-9-F-32
Schedule II.................................................................. S-1
</TABLE>
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* The financial statements for the period January 1, 1994 through August 11,
1994 are those of the Predecessor Company.
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
of Katz Media Corporation
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of cash flows and of changes in
stockholders' equity present fairly, in all material respects, the financial
position of Katz Media Corporation and its subsidiaries, formerly Katz
Capital Corporation (the "Company") at December 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the two years
ended December 31, 1996 and 1995 and the period August 12, 1994 through
December 31, 1994, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for the opinion expressed above.
Price Waterhouse LLP
New York, New York
March 4, 1997
F-2
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder
of Katz Media Corporation
In our opinion, the consolidated statements of operations and cash flows of
Katz Media Corporation and its subsidiaries (the "Predecessor Company")
present fairly, in all material respects, the results of their operations and
their cash flows for the period January 1, 1994 through August 11, 1994, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Predecessor Company's management;
our responsibility is to express an opinion on these financial statements
based on our audit. We conducted our audit of these statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.
As further described in Note 1 to the financial statements, all of the
outstanding common stock, options and warrants of the Predecessor Company
were acquired by Katz Media Corporation, formerly Katz Capital Corporation,
on August 12, 1994.
Price Waterhouse LLP
New York, New York
March 10, 1995
F-3
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(000'S OMITTED, EXCEPT SHARE AND PER SHARE INFORMATION)
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1996 1995
---------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents .............................................. $ 3,027 $ 228
Accounts receivable, net of allowance for doubtful accounts of $1,300
in 1996 and 1995 ...................................................... 68,884 61,405
Deferred costs on purchases of station representation contracts ...... 21,428 13,096
Prepaid expenses and other current assets ............................. 1,293 869
---------- ----------
Total current assets ................................................. 94,632 75,598
---------- ----------
Fixed assets, net ....................................................... 15,740 12,437
Deferred income taxes ................................................... -- 1,857
Deferred costs on purchases of station representation contracts ........ 74,399 39,602
Intangible assets, net .................................................. 218,808 227,726
Other assets, net ....................................................... 34,121 18,291
---------- ----------
Total assets ......................................................... $437,700 $375,511
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities ............................... $ 45,447 $ 37,101
Deferred income on sales of station representation contracts .......... 14,548 10,700
Income taxes payable .................................................. 1,811 3,131
---------- ----------
Total current liabilities ............................................ 61,806 50,932
---------- ----------
Deferred income on sales of station representation contracts ........... 4,787 3,589
Deferred income taxes payable ........................................... 1,568 --
Long-term debt .......................................................... 217,622 179,530
Other liabilities, principally deferred rent and representation
contracts payable ...................................................... 47,207 34,770
Commitments and contingencies ........................................... -- --
Stockholders' equity
Common stock, $.01 par value, 1,000 shares authorized, issued and
outstanding ........................................................... -- --
Paid-in-capital ........................................................ 128,785 128,675
Carryover basis adjustment ............................................. (20,047) (20,047)
Accumulated deficit .................................................... (4,028) (1,938)
---------- ----------
Total stockholders' equity ........................................... 104,710 106,690
---------- ----------
Total liabilities and stockholders' equity ........................... $437,700 $375,511
========== ==========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
F-4
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(000'S OMITTED)
<TABLE>
<CAPTION>
PREDECESSOR
COMPANY COMPANY
---------------------------------------------- --------------
FOR THE PERIOD FOR THE PERIOD
AUGUST 12, JANUARY 1,
FOR THE FOR THE 1994 1994
YEAR ENDED YEAR ENDED THROUGH THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31, AUGUST 11,
1996 1995 1994 1994
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Operating revenues, net ........ $183,136 $184,667 $81,403 $103,382
-------------- -------------- -------------- --------------
Operating expenses:
Salaries and related costs .... 102,920 99,477 42,730 64,866
Selling, general and
administrative ................ 36,238 39,044 15,208 23,680
Depreciation and amortization . 9,748 10,071 9,127 11,726
Provision for relocations ..... -- 6,400 -- --
-------------- -------------- -------------- --------------
Total operating expenses .... 148,906 154,992 67,065 100,272
-------------- -------------- -------------- --------------
Operating income ............. 34,230 29,675 14,338 3,110
-------------- -------------- -------------- --------------
Other expense (income):
Interest expense ............... 20,775 25,296 14,939 10,872
Interest (income) .............. (119) (139) (65) (24)
-------------- -------------- -------------- --------------
Total other expense, net .... 20,656 25,157 14,874 10,848
-------------- -------------- -------------- --------------
Income (loss) before income tax
provision (benefit) and
extraordinary item ............ 13,574 4,518 (536) (7,738)
Income tax provision (benefit) 8,986 4,448 671 (1,393)
-------------- -------------- -------------- --------------
Income (loss) before
extraordinary item ............ 4,588 70 (1,207) (6,345)
Extraordinary item--(loss) on
early extinguishment of debt,
net of taxes .................. (6,678) (801) -- --
-------------- -------------- -------------- --------------
Net (loss) ................... $ (2,090) $ (731) $(1,207) $ (6,345)
============== ============== ============== ==============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
F-5
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(000'S OMITTED)
<TABLE>
<CAPTION>
PREDECESSOR
COMPANY COMPANY
---------------------------------------------- --------------
FOR THE PERIOD FOR THE PERIOD
AUGUST 12, JANUARY 1,
FOR THE FOR THE 1994 1994
YEAR ENDED YEAR ENDED THROUGH THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31, AUGUST 11,
1996 1995 1994 1994
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net (loss) before adjustments ....... ($ 2,090) ($ 731) ($ 1,207) ($ 6,345)
-------------- -------------- -------------- --------------
Adjustments to reconcile net (loss)
to net cash provided by (used in)
operating activities:
Extraordinary loss on early
extinguishment of debt ............. 11,316 1,358 -- --
Provision for relocations ........... (1,500) 6,400 -- --
Depreciation and amortization ...... 9,748 10,071 9,127 11,726
Amortization of debt issuance costs . 22 1,960 3,668 456
Deferred rent ....................... 1,453 2,555 548 859
Non-cash compensation expense for
stock options ...................... 110 1,497 -- --
Changes in assets and liabilities:
(Increase) in accounts receivable .. (5,090) (1,047) (5,823) (5,331)
(Increase) in other assets ......... (3,418) (4,561) (144) (215)
Increase (decrease) in deferred
taxes ............................. 3,425 (389) 694 (1,710)
(Decrease) increase in accounts
payable and accrued liabilities . (2,237) (1,672) 2,304 988
(Decrease) increase in income
taxes payable .................... (1,320) 932 (934) (645)
Other, net ........................ (1,793) (1,309) 433 (167)
-------------- -------------- -------------- --------------
Total adjustments .................. 10,716 15,795 9,873 5,961
-------------- -------------- -------------- --------------
Net cash provided by (used in)
operating activities .............. 8,626 15,064 8,666 (384)
-------------- -------------- -------------- --------------
Cash flows from investing activities:
Capital expenditures ................. (6,785) (6,046) (1,002) (1,079)
Payments received on sales of station
representation contracts ............ 26,018 19,779 4,746 4,755
Payments made on purchases of station
representation contracts ............ (42,415) (31,945) (4,545) (7,380)
Investment in cable joint venture .. -- (10,753) -- --
Acquisition of business, net of $219
cash acquired ...................... -- -- (116,193) --
Net cash (used in) investing
activities ......................... (23,182) (28,965) (116,994) (3,704)
-------------- -------------- -------------- --------------
</TABLE>
F-6
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(000'S OMITTED)--(CONTINUED)
<TABLE>
<CAPTION>
PREDECESSOR
COMPANY COMPANY
---------------------------------------------- --------------
FOR THE PERIOD FOR THE PERIOD
AUGUST 12, JANUARY 1,
FOR THE FOR THE 1994 1994
YEAR ENDED YEAR ENDED THROUGH THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31, AUGUST 11,
1996 1995 1994 1994
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Cash flows from financing activities:
Credit facilities borrowing ............ 59,900 66,000 24,800 107,075
Credit facilities repayments ........... (139,900) (64,000) (23,800) (101,575)
Proceeds from Bridge Notes ............. -- 4,000 70,000 --
Repayment of Bridge Notes .............. -- (74,000) -- --
Restricted cash release (payment) ..... -- 2,000 (2,000) --
Repurchase of notes .................... (110,724) (840) (80) --
Loan to Parent ......................... (4,520) -- -- --
Purchase of treasury stock ............. -- -- -- (34)
Proceeds from issuance of 10 1/2% Notes 100,000 -- -- --
Proceeds from New Credit Facility ..... 117,500 -- -- --
Proceeds from issuance of common stock -- 79,138 48,040 --
Proceeds from shareholder contribution -- -- -- 3,000
Purchase of warrants and options ...... -- -- -- (2,300)
Financing fees paid in connection with
credit facilities and Bridge Notes ... (4,901) -- (6,801) (1,869)
-------------- -------------- -------------- --------------
Net cash provided by financing
activities .......................... 17,355 12,298 110,159 4,297
-------------- -------------- -------------- --------------
Net increase (decrease) in cash and cash
equivalents ............................ 2,799 (1,603) 1,831 209
Cash and cash equivalents, beginning of
period ................................. 228 1,831 -- 10
-------------- -------------- -------------- --------------
Cash and cash equivalents, end of period $ 3,027 $ 228 $ 1,831 $ 219
============== ============== ============== ==============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
F-7
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(000'S OMITTED, EXCEPT SHARE AND PER SHARE INFORMATION)
<TABLE>
<CAPTION>
COMMON STOCK
------------------------------
CARRYOVER
PAID IN BASIS ACCUMULATED
SHARES AMOUNT CAPITAL ADJUSTMENT DEFICIT TOTAL
-------- -------- ---------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Initial issuance of common
stock to Group on August 12,
1994 ........................ 1,000 $-- $ 48,040 $(20,047) $ 27,993
Net (loss) ................... -- -- -- -- $(1,207) (1,207)
-------- -------- ---------- ------------ ------------- ---------
BALANCE AT DECEMBER 31, 1994 . 1,000 -- 48,040 (20,047) (1,207) 26,786
Capital Contribution from
Group ....................... -- -- 80,635 -- -- 80,635
Net (loss) ................... -- -- -- -- (731) (731)
-------- -------- ---------- ------------ ------------- ---------
BALANCE AT DECEMBER 31, 1995 1,000 -- 128,675 (20,047) (1,938) 106,690
Capital Contribution from
Group ....................... -- -- 110 -- -- 110
Net (loss) ................... -- -- -- -- (2,090) (2,090)
-------- -------- ---------- ------------ ------------- ---------
BALANCE AT DECEMBER 31, 1996 . 1,000 -- $128,785 $(20,047) $(4,028) $104,710
======== ======== ========== ============ ============= =========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
F-8
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(000'S OMITTED, EXCEPT SHARE AND PER SHARE INFORMATION)
1. ORGANIZATION
Katz Media Corporation, formerly Katz Capital Corporation (the "Company")
is a wholly owned subsidiary of Katz Media Group, Inc. ("Group") and was
organized to acquire (the "1994 Acquisition") all of the common stock of the
company formerly known as Katz Media Corporation and its subsidiaries (the
"Predecessor Company"). Group is controlled by DLJ Merchant Banking Partners,
L.P. ("DLJMB"). The Company did not have any significant activity prior to
the 1994 Acquisition. In connection with the refinancing of the Company's
outstanding indebtedness, the Predecessor Company was merged with and into
Katz Capital Corporation, with the surviving company renamed Katz Media
Corporation. Group then transferred all of its ownership of the Company to
Katz Media Services, Inc. ("Services") a wholly owned subsidiary of Group.
On August 12, 1994, the Company acquired 100% of the common stock of the
Predecessor Company, a company whose origins date back to 1888, for an
aggregate net purchase price of approximately $97,600. The total cost of the
1994 Acquisition including severance paid pursuant to the merger agreement,
non-competition payments to former shareholders and financing and other
direct costs aggregated $121,300. The 1994 Acquisition was accounted for
using the purchase method of accounting. The purchase price allocation
required an adjustment for the continuing interest attributable to
management's ownership interest in the Predecessor Company carried over in
connection with the 1994 Acquisition. As a result, a charge to stockholders'
equity of $20,047 was recorded which represents the difference between the
fair value of the Company's assets and the related book value attributable to
the interest of the continuing shareholders' investment in the Predecessor
Company. The remaining purchase price has been allocated to assets and
liabilities based upon estimates of their respective fair values as
determined by management. The estimated fair value of assets and liabilities
acquired was $122,300 and $220,900, respectively. The excess of the purchase
price to be allocated over the estimated fair market value of the net assets
acquired was approximately $199,900, which is hereby amortized on a
straight-line basis over 40 years.
The following unaudited pro forma 1994 consolidated information for the
Company has been prepared assuming the 1994 Acquisition had taken place on
January 1, 1994:
<TABLE>
<CAPTION>
<S> <C>
Operating revenues, net .......................................... $184,785
Operating Income ................................................. 16,543
Interest expense ................................................. 32,349
Net (loss) ....................................................... (13,264)
</TABLE>
The pro forma information does not purport to be indicative of the results
that would actually have been obtained if the 1994 Acquisition had occurred
at the beginning of the period nor is it indicative of future results.
On January 20, 1995, Katz Cable Corporation ("Katz Cable"), a newly formed
wholly owned subsidiary of the Company, entered into a partnership agreement
wherein Katz Cable became the general partner with a 50% partnership interest
and Continental Cablevision Investments, Inc., Cox Cable NCC Inc., Time
Warner Cable, a division of Time Warner Entertainment L.P. and Comcast Cable
Communications, Inc. became limited partners. The business of the partnership
is to provide media representation services to the cable television industry.
In connection with the transaction, the Company, through Katz Cable, made a
cash contribution to the partnership of $10,450, a contribution of certain
operating assets having a fair value of $1,250, and agreed to conduct all
cable television representation activities through the partnership.
On April 18, 1995, Group sold 5,500,000 shares of its newly issued common
stock in an initial public offering at a price of $16 per share. Group
contributed $78,280 of its net proceeds from the offering to the Company
which was used to reduce debt incurred in connection with the 1994
Acquisition and reduce bank debt.
F-9
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(000'S OMITTED, EXCEPT SHARE AND PER SHARE INFORMATION)--(CONTINUED)
In December 1996, the Company completed a refinancing (the
"Refinancing"). As part of the Refinancing, the Company: (i) repurchased
$97,800 aggregate principal amount of the 12 3/4% Senior Subordinated Notes
due 2002 (the "Old Notes"), (ii) issued $100,000 of 10 1/2% Senior
Subordinated Notes due 2007 (the "New Notes") and (iii) replaced its existing
$94,875 revolving credit agreement (the "Old Credit Agreement") with a new
credit agreement (the "New Credit Agreement") providing for loans of up to
$180,000, subject to the achievement of certain financial ratios and
compliance with certain other conditions.
The Company is a full service media representation firm that sells
national spot advertising time for its clients in the television, radio,
interactive and cable industries. The Company's senior and subordinated
credit arrangements limit the Company from making loans, advances, cash
dividends and transferring assets to its parent. See Note 5.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries for the years ended December
31, 1996 and 1995 and for the period August 12, 1994 through December 31,
1994 and the Predecessor Company and its wholly owned subsidiaries for the
period January 1, 1994 through August 11, 1994. All significant intercompany
accounts and transactions have been eliminated.
A vertical line has been used to separate the post-1994 Acquisition
consolidated financial statements of the Company from the pre-1994
Acquisition consolidated financial statements of the Predecessor Company. The
effects of the 1994 Acquisition and related financings resulted in a new
basis of accounting reflecting the estimated fair values of assets and
liabilities at that date. The financial statements of the Predecessor Company
are presented at the Predecessor Company's historical cost. Information for
the period January 1, 1994 through August 11, 1994 relates to the Predecessor
Company.
The 1994 results for the Company and the Predecessor Company include, on a
consolidated basis, the accounts of the former cable operations which were
contributed to the cable partnership mentioned above. As a result of the
contribution of the cable operations to a joint venture in 1995, the
Company's investment in such operation is accounted for using the equity
method.
Consolidated Statement of Cash Flows
For purposes of the consolidated statement of cash flows, all highly
liquid investments with an original maturity of three months or less at the
time of purchase are considered to be cash equivalents.
Operating Revenues, Net
Net operating revenues are derived from commissions on sales of
advertising time for radio and television stations and cable television
systems under representation contracts. Net operating revenues are generally
recognized in the month the advertisement is broadcast.
Station representation contracts generally may be terminated by either
party upon written notice one year after receipt of such notice. In
accordance with industry practice, in lieu of termination, an arrangement is
normally made for the purchase of such contracts by a successor
representation firm. The purchase price paid by the successor representation
firm is based upon the historic commission income projected over the
remaining contract period, including the evergreen notice period, plus
two-months.
Income resulting from the disposition of station representation contracts
and costs of obtaining station representation contracts are deferred and
amortized over the related period of benefit. Such net
F-10
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(000'S OMITTED, EXCEPT SHARE AND PER SHARE INFORMATION)--(CONTINUED)
amortization (income) expense was ($4,524), ($5,936), $1,893 and $7,077 for
the years ended December 31, 1996 and 1995, the period August 12, 1994
through December 31, 1994 and the period January 1, 1994 through August 11,
1994, respectively, and is included in the accompanying consolidated
statement of operations as a component of depreciation and amortization.
Fixed Assets
Furniture, fixtures and leasehold improvements are stated at cost.
Depreciation and amortization are provided on these assets on a straight-line
basis over the estimated useful lives of the assets as follows:
<TABLE>
<CAPTION>
YEARS
-----
<S> <C>
Furniture, fixtures and equipment .... 4-10
Leasehold improvements................ lesser of useful life or term of lease
</TABLE>
Intangible Assets
The excess purchase price paid over the estimated fair value of the net
identifiable assets acquired ("goodwill") is amortized on a straight-line
basis over 40 years. In arriving at a 40 year amortization period the Company
considered factors including: its 109 year history, its leadership position
in the industry and its history of generating operating income.
Intangible assets acquired consist of representation contracts and
covenants not to compete. Representation contracts were recorded at their
estimated fair value as determined by an "excess earnings" approach and are
being amortized on a straight-line basis over their estimated period of
benefit of 15 years. Covenants not to compete are amortized on a
straight-line basis over their estimated benefit periods of up to 4 years.
Recoverability of goodwill and intangible assets is assessed regularly (at
least annually) and impairments, if any, are recognized in operating results
if a permanent diminution in value were to occur based upon an undiscounted
cash flow analysis. The Company determined that no such impairment currently
exists.
The balances comprising intangible assets, are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1996 1995
-------------- --------------
<S> <C> <C>
Goodwill...................................... $196,272 $196,272
Representation contracts ..................... 40,779 40,779
Covenants not to compete ..................... -- 6,874
-------------- --------------
237,051 243,925
Less: accumulated
amortization................................. (18,243) (16,199)
-------------- --------------
Intangible assets, net........................ $218,808 $227,726
============== ==============
</TABLE>
The amount recorded for goodwill was reduced in 1995 for certain post
acquisition purchase price adjustments. These adjustments related to the
recognition of the fair value of certain assets contributed to the Cable
Joint Venture (Note 1) and certain post acquisition tax adjustments to
increase the net deferred tax asset recorded in connection with the 1994
Acquisition.
Related amortization expense was approximately $8,900, $11,300 and $4,900
for the years ended December 31, 1996 and 1995, and the period August 12,
1994 through December 31, 1994, respectively. Amortization expense related to
intangible assets of the Predecessor Company was approximately $2,200 for the
period January 1, 1994 through August 11, 1994.
F-11
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(000'S OMITTED, EXCEPT SHARE AND PER SHARE INFORMATION)--(CONTINUED)
Debt Issuance Costs
Debt issuance costs incurred in connection with the Company's New Credit
Agreement and New Notes approximated $4,900 and are included in the
accompanying consolidated balance sheet at December 31, 1996 in other assets.
At December 31, 1995, no unamortized debt issuance costs existed (Note 5).
Debt issuance costs are amortized over the terms of the related debt.
Amortization of such costs (included in interest expense) were $22, $1,960,
$3,668 and $456 for the years ended December 31, 1996 and 1995, the period
August 12, 1994 through December 31, 1994 and the period January 1, 1994
through August 11, 1994, respectively.
Earnings Per Common Share
Earnings per share information is not presented for the years ended
December 31, 1996 and 1995, and the period August 12, 1994 through December
31, 1994 as the Company is a wholly owned subsidiary of Group. Per share
amounts for the Predecessor Company have not been presented since management
does not believe such information would be meaningful.
Accounting Changes
During 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of," which the Company adopted in 1996. Management reviews long-lived assets
and the related intangible assets for impairment whenever events or changes
in circumstances indicate the carrying amount of such assets may not be
recoverable. Recoverability of these assets is determined by comparing the
forecasted undiscounted net cash flows of the operation to which the assets
relate, to the carrying amount including associated intangible assets of such
operation. If the operation is determined to be unable to recover the
carrying amount of its assets, then intangible assets are written down first,
followed by the other long-lived assets of the operation, to fair value. Fair
value is determined based on discounted cash flows or appraised values,
depending upon the nature of the assets. The adoption of SFAS No. 121 did not
have a significant effect on the Company's consolidated financial position or
results of operations.
Income taxes
The Company computed the provision (benefit) for income taxes under SFAS
No. 109, "Accounting for Income Taxes." SFAS No. 109 requires an asset and
liability approach to accounting for income taxes for financial reporting
purposes. Deferred tax assets and liabilities are determined based on tax
rates expected to be in effect when taxes will actually be paid or refunds
received.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could subsequently differ from those
estimates.
F-12
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(000'S OMITTED, EXCEPT SHARE AND PER SHARE INFORMATION)--(CONTINUED)
3. FIXED ASSETS
Fixed assets at December 31, 1996 and 1995 consist of the following:
<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Furniture, fixtures and equipment............... $18,703 $15,405
Leasehold improvements.......................... 1,977 360
--------- ---------
20,680 15,765
Less: accumulated depreciation and
amortization................................... (4,940) (3,328)
--------- ---------
Fixed assets, net............................. $15,740 $12,437
========= =========
</TABLE>
4. CAPITAL STOCK
Common Stock
In connection with the 1994 Acquisition, the Company issued 1,000 shares
of common stock to Group for an initial capital contribution of $48,040,
which was used to finance the purchase of 100% of the common stock of the
Predecessor Company. See Note 1.
In January 1995, Group contributed an additional $858 to the Company which
formed part of the cash contribution that the Company made to the Cable Joint
Venture. See Note 1.
In connection with the initial public offering completed by the Company's
parent, Group, $78,280 was contributed to the Company. Of this amount,
$74,000 was used to repay the Bridge Notes issued in connection with the 1994
Acquisition (see Note 5), with the remaining amount being used to reduce the
Company's bank debt.
Stock Options
On January 3, 1995, Group granted 661,794 performance vesting options to
various employees of the Company. All options granted have an exercise price
of $6.00 per share. The Company must exceed certain performance measures over
the next five years in order for the performance options to become
exercisable. Compensation expense resulting from performance options is
computed based on the difference between the exercise price and the fair
market value at the date the performance measure has been met and is
recognized in the period when the option vests. No shares became exercisable
pursuant to the performance vesting formula in 1996 and 129,008 shares became
exercisable pursuant to the performance vesting formula in 1995. Accordingly,
no compensation expense was recognized in 1996 and compensation expense
totaling $1,497 was recognized in 1995 and is reflected as a capital
contribution from Group.
In January 1996, Group awarded 18,750 shares of restricted stock to
certain key executives of the Company. The market price of Group's common
stock on the date of grant was $17 5/8. The restrictions on such shares lapse
ratably, over a three year period. As such restrictions lapse, compensation
expense will be recognized representing the fair market value of Group's
common stock on the date of grant and will be reflected as a capital
contribution from Group. During 1996, $110 of compensation expense was
recognized and is reflected as a capital contribution from Group.
F-13
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(000'S OMITTED, EXCEPT SHARE AND PER SHARE INFORMATION)--(CONTINUED)
5. LONG-TERM DEBT
The composition of long-term debt at December 31, 1996 and 1995 is as
follows:
<TABLE>
<CAPTION>
1996 1995
---------- ---------
<S> <C> <C>
10 1/2% Senior Subordinated Notes due $
2007................................................. $100,000 --
New Credit Agreement.................................. 117,500 --
Old Credit Agreement.................................. -- 80,000
12 3/4% Senior Subordinated Notes due
2002................................................. 122 99,530
---------- ---------
$217,622 $179,530
========== =========
</TABLE>
In December 1996 the Company consummated the Refinancing. As a part
thereof, the Company (i) entered into the New Credit Agreement with an
affiliate of DLJMB acting as arranger and syndication agent, (ii) issued the
New Notes, (iii) repurchased $97,700 aggregate principal amount of the Old
Notes for $109,900 including approximately $11,300 of premium, consent fees
and transaction costs and (iv) repaid the outstanding balances aggregating
$94,500 and terminated the Old Credit Agreement.
Under the terms of the New Credit Agreement, certain lenders provide the
Company with a secured revolving credit line and term loan facility of up to
$180,000, consisting of Tranche A term loans of up to $60,000, Tranche B term
loans of up to $40,000 and revolving loans of up to $80,000. Interest rates
on the loans are determined from time to time based on the Company's choice
of formulas, plus a margin. The amount of the margin varies depending on the
Company's ratio of total debt to earnings before interest, taxes,
depreciation, amortization and certain other non-cash charges, as defined
("EBITDA"). Interest rates on the Tranche B term loans initially carry a
higher margin than the Tranche A and revolving credit loans. At December 31,
1996, the weighted average interest rates for the Tranche A, Tranche B and
revolving credit loans were 7.6 %, 7.9%, and 7.6 %, respectively. Under the
New Credit Agreement, the Company must pay a variable quarterly commitment
fee dependent on a leverage ratio, as defined, currently 3/8% per annum on
its average daily unused amount. The New Credit Agreement is secured by (i)
all of the stock of the Company's domestic subsidiaries and 65% of the stock
of the Company's foreign subsidiaries, (ii) substantially all of the assets
of the subsidiaries of the Company and (iii) all of the stock of the Company
held by Services. In addition, Services, the Company and all of the Company's
domestic subsidiaries have guaranteed payment of all borrowings under the New
Credit Agreement.
At December 31, 1996, amounts outstanding under the Tranche A, Tranche B
and revolving credit loans were $60 million, $40 million, and $17.5 million,
respectively. Under the New Credit Agreement, the Company is required to make
principal payments commencing in 1997 through December, 2004. Under the New
Credit Agreement, mandatory reductions in the committed amounts are $400 in
1997, $400 in 1998, $6,400 in 1999, $8,150 in 2000, $15,025 in 2001, $22,775
in 2002, $32,350 in 2003 and $32,000 on the final maturity of the New Credit
Agreement in 2004. As the Company should have sufficient availability under
the New Credit Agreement, the 1997 mandatory reduction amount ($400) is
classified as long term debt. Drawings under the New Credit Agreement are
limited based on the requirement to maintain a total debt to EBITDA ratio of
not more than 5.5 to 1. At December 31, 1996, an aggregate of $62,500 was
available for additional borrowing under the New Credit Agreement of which
approximately $22,500 was immediately available with the remaining $40,000
becoming available in the future subject to the achievement of certain
financial ratios and compliance with certain other conditions. The New Credit
Agreement contains certain restrictions and limitations, including
limitations on the payment of cash dividends and similar restricted payments,
other than a certain amount of payments to be used to finance possible
repurchases by Group of its common stock. In addition, the New Credit
Agreement also requires the Company to maintain ratios related to interest,
debt outstanding and restricted payments (as defined).
The New Notes issued as part of the Refinancing are $100,000 face value 10
1/2% Senior Subordinated Notes due January 15, 2007 and are unsecured
obligations of the Company. Payment of principal and
F-14
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(000'S OMITTED, EXCEPT SHARE AND PER SHARE INFORMATION)--(CONTINUED)
interest is guaranteed by all present and future domestic subsidiaries of the
Company and the New Notes are subordinate to the obligations under the New
Credit Agreement. Interest on the New Notes is payable semiannually. The New
Notes are governed by an indenture which provides for, among other things,
certain covenants including limitations on the Company's ability to incur
additional debt, make restricted investments and pay dividends, other than a
certain amount of payments to be used to finance the possible repurchase by
Group of its common stock.
The New Notes are redeemable at the option of the Company after January
15, 2002, at a redemption price equal to specified percentages of the
principal amount thereof (ranging from approximately 105% in 2002 declining
to 100% in 2006) plus accrued interest and liquidated damages (as defined).
At anytime prior to January 15, 2000, the Company may redeem up to 35% in
aggregate principal amount of the Notes with the proceeds of an offering of
equity or other securities of the Company, Services or Group at a redemption
price of approximately 110%, provided that at least 65% of the original
aggregate principal amount remains outstanding immediately after such
redemption. Upon the occurrence of a change in control, as defined, the
holders of the New Notes have the right to require the Company to repurchase
all or any part of such holders New Notes at a price of 101% plus accrued
interest.
The Old Notes are unsecured obligations of the Company that are guaranteed
by all the subsidiaries of the Company. The Old Notes are subordinated in
right of payment to the New Notes and New Credit Agreement. The Old Notes
bear interest at the rate of 12 3/4% per annum, payable semiannually. The Old
Notes are redeemable at the option of the Company after November 15, 1997, at
a redemption price equal to specified percentages of the principal amount
thereof (ranging from approximately 106% in 1997 declining to 100% in 2000)
plus accrued interest. In connection with the Refinancing, the Company
amended the indenture covering the Old Notes which eliminated certain
restrictions on the ability of the Company to incur additional debt, pay
dividends or make other restricted payments or investments. In connection
with the repurchase of $97,700 principal amount of Old Notes as part of the
December 1996 Refinancing, the Company recorded an extraordinary charge of
$6,678, net of a related tax benefit of $4,646.
Scheduled maturities of long-term debt maturing over the next five years
are as follows:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
- ------------
<S> <C>
1997............................................................... $ 400
1998............................................................... 400
1999............................................................... 6,400
2000............................................................... 8,150
2001............................................................... 15,025
Thereafter......................................................... 187,247
---------
$217,622
=========
</TABLE>
In connection with the 1994 Acquisition, the Company entered into the Old
Credit Agreement with an affiliate of DLJMB. On September 9, 1994 this
facility was amended with unaffiliated banks. In December 1995 the Old Credit
Agreement was amended to provide for quarterly mandatory reductions in the
committment amount of funds available beginning January 1, 1998 rather than
currently (see below). In addition, certain other terms were modified,
including interest rates. Such amendments constituted a significant
modification of the Old Credit Agreement. Accordingly, the Company wrote off
as an extraordinary charge deferred financing costs aggregating $800 net of
an income tax benefit of $600, at an effective tax rate of 41%. Borrowings
under the Old Credit Agreement bear interest at different rates. The rates
varied based on the Company's ratio of debt to EBITDA (as defined). The
weighted average interest rate at December 31, 1995 was 7.6%. The Old Credit
Agreement was fully repaid from the proceeds of the Refinancing.
F-15
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(000'S OMITTED, EXCEPT SHARE AND PER SHARE INFORMATION)--(CONTINUED)
6. EMPLOYEE BENEFIT PLANS
Savings and Profit Sharing Plan
The Company has two defined contribution retirement plans, The Katz Media
Corporation Savings and Profit Sharing Plan and the Seltel, Inc. Profit
Sharing Plan. Both plans are profit sharing plans under Section 401(a) of the
Internal Revenue Code of 1986 (the "Code") that include a "cash or deferred
arrangement" under Section 401(k) of the Code and together cover
substantially all employees of the Company with greater than six months of
service. Both plans provide for the Company to match a percentage of a
participant's contribution up to a stated maximum percentage of an employee's
salary. Amounts charged to operating expenses approximated $900, $800, $500
and $500 for both plans for the years ended December 31, 1996 and 1995, the
period August 12, 1994 through December 31, 1994 and the period January 1,
1994 through August 11, 1994, respectively.
Other Postretirement Benefits
The Company provides for certain medical, dental and life insurance
benefits for employees who retire beginning at age 55 with a minimum of 15
years of service and for employees who retire at age 65 with a minimum of 10
years of service.
Summary information on the plans providing postretirement benefits other
than pensions at December 31, 1996 and 1995 is as follows:
<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Accumulated postretirement benefit obligations ("APBO"):
Retirees................................................ $2,645 $2,319
Fully eligible, active plan participants................ 406 392
Other active plan participants.......................... 787 911
-------- --------
Total................................................. 3,838 3,622
Unrecognized actuarial (loss) .......................... (297) (171)
-------- --------
Accumulated postretirement benefit obligation............. $3,541 $3,451
======== ========
</TABLE>
As of December 31, 1996 and 1995, the Company and its subsidiaries have
not funded any portion of the accumulated postretirement benefit obligation.
Net periodic postretirement benefit cost includes the following
components:
<TABLE>
<CAPTION>
PERIOD PERIOD
AUGUST 12, 1994 JANUARY 1, 1994
YEAR ENDED YEAR ENDED THROUGH THROUGH
DECEMBER 31, 1996 DECEMBER 31, 1995 DECEMBER 31, 1994 AUGUST 11, 1994
----------------- ----------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Service cost................ $ 64 $ 44 $ 26 $ 36
Interest cost on APBO ..... 276 237 100 145
Amortization of net gain ... -- (81) -- --
----------------- ----------------- ----------------- ---------------
Net periodic postretirement
benefit cost............... $340 $200 $126 $181
================= ================= ================= ===============
</TABLE>
The APBO was determined using an assumed discount rate of 7.50% and 7.25%
at December 31, 1996 and 1995, respectively. The assumed health care cost
trend rate for medical benefits used in measuring the accumulated
postretirement benefit obligation was 7.5% in 1996 declining ratably to an
ultimate rate of 4.5% in 2005.
F-16
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(000'S OMITTED, EXCEPT SHARE AND PER SHARE INFORMATION)--(CONTINUED)
If the health care cost trend rate assumptions were increased by 1%, the
accumulated postretirement benefit obligation as of December 31, 1996 would
increase by approximately 18%. The effect of this change on the aggregate of
service and interest cost in 1996 would be an increase of approximately 19%.
7. INCOME TAXES
The Company has been included in consolidated federal, state and local
income tax returns filed by Group. No tax sharing agreement or accounting
policy exists for the allocation of tax expense between the Company and
Group, and no intercompany payments have been made between the companies with
regard to income taxes. The tax provision for the years ended December 31,
1996 and 1995 and the period August 12, 1994 through December 31, 1994 and
the current and deferred tax balances at December 31, 1996 and 1995 reflected
in the accompanying consolidated financial statements have been computed as
though the Company filed its income tax returns separately from Group.
Income (loss) before income tax provision (benefit) and extraordinary item
is attributable to the following jurisdictions:
<TABLE>
<CAPTION>
PERIOD PERIOD
AUGUST 12, 1994 JANUARY 1, 1994
YEAR ENDED YEAR ENDED THROUGH THROUGH
DECEMBER 31, 1996 DECEMBER 31, 1995 DECEMBER 31, 1994 AUGUST 11, 1994
----------------- ----------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Domestic .. $14,374 $4,932 $(232) $(7,714)
Foreign..... (800) (414) (304) (24)
----------------- ----------------- ----------------- ---------------
Total...... $13,574 $4,518 $(536) $(7,738)
================= ================= ================= ===============
</TABLE>
Components of the provision (benefit) for income taxes are as follows:
<TABLE>
<CAPTION>
PERIOD PERIOD
AUGUST 12, 1994 JANUARY 1, 1994
YEAR ENDED YEAR ENDED THROUGH THROUGH
DECEMBER 31, 1996 DECEMBER 31, 1995 DECEMBER 31, 1994 AUGUST 11, 1994
----------------- ----------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Current: Federal .. $3,497 $1,242
State ..... 1,969 1,050 $ 317
Deferred:Federal .. 2,769 1,893 $569 (1,480)
State..... 751 263 102 (230)
----------------- ----------------- ----------------- ---------------
Total Provision .. $8,986 $4,448 $671 ($ 1,393)
================= ================= ================= ===============
</TABLE>
A reconciliation of the U.S. federal statutory tax rate to the effective
tax rate on the income (loss) before income tax provision (benefit) and
extraordinary item is as follows:
<TABLE>
<CAPTION>
PERIOD PERIOD
YEAR ENDED YEAR ENDED AUGUST 12, 1994 JANUARY 1, 1994
1996 1995 DECEMBER 31, 1994 AUGUST 11, 1994
------------ ------------ ----------------- ---------------
<S> <C> <C> <C> <C>
U.S. statutory tax rate....... 35.0% 35.0% (35.0)% (35.0)%
State and local taxes, net of
federal income tax benefit .. 10.3 11.3 (5.0) (3.9)
Non deductible goodwill....... 14.8 41.6 174.4 6.2
Foreign operations............ 2.4 3.2 23.1 --
SFAS 109 valuation allowance . -- -- (43.1) 7.4
Other......................... 3.7 7.4 10.8 7.3
------------ ------------ ----------------- ---------------
Total........................ 66.2% 98.5% 125.2% (18.0)%
============ ============ ================= ===============
</TABLE>
F-17
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(000'S OMITTED, EXCEPT SHARE AND PER SHARE INFORMATION)--(CONTINUED)
As of December 31, 1996 and December 31, 1995, the Company had total
deferred tax assets of approximately $12,000 and $14,900, respectively, and
total deferred tax liabilities of approximately $11,100 and $10,600,
respectively. Realization of the deferred tax assets is dependent on the
Company generating sufficient taxable income in future years to utilize the
recorded asset. A portion of the 1996 and 1995 deferred tax asset was reduced
by a valuation allowance of approximately $2,500, representing the amount of
deferred tax assets which are not expected to be realized. Future reductions
to the valuation allowance will effect the purchase price allocation in the
accompanying consolidated balance sheets rather than results of operations.
The following is a summary of the components of the deferred tax accounts
in accordance with SFAS No. 109:
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Current deferred tax assets:
Differences between book and tax recognition of revenue. $ 508 $ 988
Purchased representation contract basis differences..... 678 --
Other differences between tax and financial statement
values................................................ 672 656
---------- ----------
Gross current deferred tax asset........................ 1,858 1,644
---------- ----------
Noncurrent deferred tax assets:
Differences between book and tax recognition of revenue. 160 331
Provision for relocations............................... 698 2,351
Net operating loss and tax credit carryovers............ 6,597 6,005
Amortization and depreciation........................... 2,369 2,690
Other differences between tax and financial statement
values................................................ 331 1,912
---------- ----------
Gross noncurrent deferred tax asset .................... 10,155 13,289
---------- ----------
Total gross deferred tax asset.......................... 12,013 14,933
Current deferred tax liabilility:
Purchased representation contract basis differences..... -- (2,634)
---------- ----------
Noncurrent deferred tax liabilities:
Purchased representation contract basis differences..... (11,084) (7,945)
---------- ----------
Total gross deferred tax liabilities.................... (11,084) (10,579)
---------- ----------
Valuation allowance..................................... (2,497) (2,497)
---------- ----------
Net deferred tax (liability) asset.................... ($ 1,568) $ 1,857
========== ==========
</TABLE>
At December 31, 1996, the Company has a net operating loss carryover of
approximately $14,900 which will expire beginning in 1997 through the year
2011. Approximately $11,600 of the net operating loss carryover is subject to
limitations under tax rules governing changes of ownership, for which a
partial valuation allowance for the related deferred tax asset has been
established.
8. COMMITMENTS AND CONTINGENCIES
The Company is committed under operating leases principally for office
space, which expire at various dates through 2012. At December 31, 1996,
rental commitments under such operating leases for each year in the five-year
period ended December 31, 2001 approximate $16,200, $17,000, $17,200, $16,500
and $15,900, respectively. Rental commitments beginning after January 1, 2002
total approximately $147,000.
F-18
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(000'S OMITTED, EXCEPT SHARE AND PER SHARE INFORMATION)--(CONTINUED)
Rent expense under operating leases was approximately $15,400, $15,700,
$6,100 and $9,400 for the years ended December 31, 1996 and 1995, the period
August 12, 1994 through December 31, 1994 and the period January 1, 1994
through August 11, 1994.
The Company has recorded deferred rent which consists of rent concessions
and future rent escalations recognized on a straight-line basis over the
lives of the respective leases and fair market adjustments in connection with
acquisitions. Deferred rent of approximately $12,400 and $11,000 as of
December 31, 1996 and 1995, respectively, is included in other liabilities in
the accompanying consolidated balance sheets.
The Company also has entered into employment agreements with several
members of its senior management.
During the fourth quarter of 1995, the Company recorded a non-cash charge
of approximately $6,400 related primarily to the relocation of one of its
expanding subsidiary operations. The Company believes that such relocation
will permit its subsidiary to continue to expand in the most effective
manner. In addition, as a result of outsourcing its mainframe computer
operation, the Company anticipated reducing its existing headquarter facility
requirements. The provision for relocations also includes an estimate of
costs related thereto.
In the third quarter of 1996, the Company reevaluated the economic
feasibility of its plan to sublet a portion of its headquarter facilities.
Upon reevaluation, the Company has determined that such a program is not
economically feasible due to a change in market conditions, and accordingly
has reversed the related accrual of approximately $1,500 which has been
classified in selling, general and administrative expense in the accompanying
statement of operations for the year ended December 31, 1996.
The Company is involved in various legal actions arising in the normal
course of business. Ultimate liability with respect to all contingencies is
not presently determinable but will not, in the opinion of management, have a
material adverse effect on the business or financial condition of the
Company.
9. RELATED PARTY TRANSACTIONS
In connection with the 1994 Acquisition, the Company paid financing and
commitment fees totalling approximately $6,400 to the DLJ Bridge Fund, an
affiliate of DLJMB. Additionally, Donaldson Lufkin & Jenrette Securities
Corporation ("DLJSC"), also an affiliate of DLJMB, acted as financial advisor
to the Company in connection with the structuring of the 1994 Acquisition and
received aggregate fees of $3,000 for such services. DLJSC also acted as
co-underwriter for the Company's initial public offering of its Common Stock
and received aggregate fees of approximately $2,600 for such services. In
connection with the 1994 Acquisition, the Company retained DLJSC as its
exclusive investment banker for a period of five years from the date of the
1994 Acquisition for a fee of $200 per annum. Interest payments of
approximately $4,600 and $2,300 were paid to the DLJ Bridge Fund for the year
ended December 31, 1995 and the period August 12, 1994 through December 31,
1994, respectively.
In connection with the Refinancing, the Company paid financing fees of
$2,800 to DLJSC relating to the repurchase of the Old Notes and the issuance
of the New Notes. Additional financing fees of $1,500 were paid to DLJ
Capital Funding, Inc. and DLJSC relating to the New Credit Agreement.
A director of the Company is also a director of Argyle Television Inc. and
was a director of Argyle Television Operations Inc., clients of KMC. KMC
generated approximately $1,400, $1,500, $1,400 and $1,800 in revenues for the
years ended December 31, 1996 and 1995, the period August 12, 1994 through
December 31, 1994 and the period January 1, 1994 through August 11, 1994,
respectively, from these clients.
F-19
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(000'S OMITTED, EXCEPT SHARE AND PER SHARE INFORMATION)--(CONTINUED)
In September 1996, the Company sold a representation contract for a
single station to Services. The purchase price of $4,900 paid by Services
represents the historic commission income projected over the remaining
contract period plus two months. The Company recognized a gain of $3,600 on
this contract, consisting of the $4,900 purchase price less the $1,300
carrying value of the contract, which is included as a component of
depreciation and amortization in the accompanying consolidated statement of
operations. The Company provided representation services for this contract in
exchange for a fee equal to 76.8% of commissions received. For the year ended
December 31, 1996, the Company received fees of $79, which are reflected as
revenues. In connection with the Refinancing, the Company repurchased this
contract from Services for a purchase price of $1,300.
In April 1996, the Company sold $2,100 of trade receivables to Group. No
gain or loss was recognized on this sale. At December 31, 1996 all amounts
were collected by the Company and remitted to Group.
Also as part of the Refinancing, the Company provided for a loan to Group
aggregating approximately $4,500. This loan receivable bears interest at 6.6%
per annum and is included in other non-current assets in the accompanying
balance sheet.
Included in accounts receivable and other assets is approximately $500 and
$1,300 as of December 31, 1996 and 1995, respectively, due from NCC
representing working capital advances.
10. DERIVATIVE FINANCIAL INSTRUMENTS
The Company has entered into an interest rate cap agreement to reduce the
potential impact of increases in interest rates on its floating rate New
Credit Agreement through December 1997. The Company has not entered into this
agreement for trading purposes. The agreement entitles the Company to receive
from the counterparty on a quarterly basis the amounts, if any, by which the
Company's interest payments on the protected principal of its three month
LIBOR borrowing under the Credit Facility exceed 8.5%. The protected
principal is decreased on a quarterly basis from $22,000 on the effective
date of the agreement to $10,900 on the termination date. Amounts receivable
under the cap agreement will be recorded as a reduction of interest expense.
The Company is exposed to potential credit losses in the event of
nonperformance by the counterparty, but has no off-balance sheet credit risk
of accounting loss.
11. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company defines the fair value of a financial instrument as the amount
at which the instrument could be exchanged in a current transaction between
willing parties.
Management believes that, except for the New Notes and Old Notes, the fair
value of financial instruments of the Company approximates the respective
book values. The fair value of the New Notes, based upon quoted market
prices, was approximately $102,500 at December 31, 1996 and the fair value of
the Old Notes, based upon quoted market prices, was approximately $134 and
$105,500 at December 31, 1996 and 1995, respectively.
12. SUPPLEMENTAL INFORMATION
The following amounts at December 31, 1996 and 1995, respectively, are
included under the accounts receivable caption in the accompanying
consolidated balance sheet:
<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Accounts receivable, trade.............................. $54,231 $49,370
Representation contracts
receivable............................................. 14,653 12,035
--------- ---------
$68,884 $61,405
========= =========
</TABLE>
F-20
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(000'S OMITTED, EXCEPT SHARE AND PER SHARE INFORMATION)--(CONTINUED)
The following amounts at December 31, 1996 and 1995, respectively, are
included under the accounts payable and accrued liabilities caption in the
accompanying consolidated balance sheet:
<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Representation contracts
payable............................................... $20,152 $12,429
Accrued incentive commissions ......................... 4,099 3,875
Accrued interest....................................... 658 2,270
Accounts payable....................................... 12,096 11,150
Other ................................................. 8,442 7,377
--------- ---------
Total ............................................... $45,447 $37,101
========= =========
</TABLE>
The provision for bad debts was approximately $1,600, $700, $600 and
$1,000 for the years ended December 31, 1996 and 1995, the period August 12,
1994 through December 31, 1994 and the period January 1, 1994 through August
11, 1994, respectively.
Supplemental cash flow information is as follows:
<TABLE>
<CAPTION>
PERIOD PERIOD
AUGUST 12, 1994 JANUARY 1, 1994
YEAR ENDED YEAR ENDED THROUGH THROUGH
DECEMBER 31, 1996 DECEMBER 1995 DECEMBER 31, 1994 AUGUST 11, 1994
----------------- --------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Cash Payments
Interest.................... $22,078 $23,771 $9,019 $9,482
Income taxes--net of
refunds..................... $ 2,290 $ 105 $ 764 $ 962
</TABLE>
F-21
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(000'S OMITTED, EXCEPT SHARE AND PER SHARE INFORMATION)--(CONTINUED)
13. QUARTERLY FINANCIAL DATA (UNAUDITED)
Unaudited summarized financial data by quarter for 1996 and 1995 is as
follows (in thousands, except per share data):
<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------------------------------
1996 DECEMBER 31 SEPTEMBER 30 JUNE 30 MARCH 31
- ---- ------------- -------------- --------- ----------
<S> <C> <C> <C> <C>
Operating revenues, net............ $53,210 $43,529 $48,115 $38,282
Operating income................... 12,013 11,079 (1) 9,490 1,648
Income (loss) before extraordinary
item.............................. 1,914 2,314 1,585 (1,225)
Net (loss) income ................. (4,764)(2) 2,314 1,585 (1,225)
</TABLE>
<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------------------------------
1995 DECEMBER 31 SEPTEMBER 30 JUNE 30 MARCH 31
- ---- ------------- -------------- --------- ----------
<S> <C> <C> <C> <C>
Operating revenues, net............ $51,623 $43,611 $50,324 $39,109
Operating income................... 10,504 (3) 7,187 10,904 1,080
Income (loss) before extraordinary
item.............................. 271 541 775 (1,517)
Net income (loss).................. (530)(4) 541 775 (1,517)
</TABLE>
- --------------
(1) Includes the $1,500 reversal of relocation costs accrued in 1995 related to
the Company's plan to reduce headquarters facility requirements as the
Company has determined that such plan is no longer economically feasible.
See Note 8.
(2) In the fourth quarter of 1996, the company refinanced its debt, which
resulted in the recognition of an extraordinary loss of $6,679, net of
income tax benefit of $4,640. See Note 5.
(3) The fourth quarter of 1995 includes a non-cash charge of $6,400 related
primarily to the relocation of one of its expanding subsidiary operations
and costs associated with reducing headquarters facility requirements. See
Note 8.
(4) In the fourth quarter of 1995, the company significantly modified the Old
Credit Agreement, which resulted in the recognition of an extraordinary
loss of $800, net of income tax benefit of $600. See Note 5.
14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
The following condensed consolidating financial statements for the years
ended December 31, 1996 and 1995 and the period August 12, 1994 through
December 31, 1994 present the financial position, the results of operations
and cash flows for the Company (carrying any investments in guarantor and
non-guarantor subsidiaries under the equity method), guarantor subsidiaries
of the Company and non-guarantor subsidiaries of the Company, and the
eliminations necessary to arrive at the information for the Company on a
consolidated basis. Condensed financial statements for the period January 1,
1994 through August 11, 1994 present the results of operations and cash flows
for the Predecessor Company (carrying any investments in guarantor and
non-guarantor subsidiaries under the equity method), guarantor subsidiaries
of the Predecessor Company and non-guarantor subsidiaries of the Predecessor
Company, and the eliminations necessary to arrive at the information for the
Predecessor Company on a consolidated basis.
F-22
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE INFORMATION)--(CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31, 1996
----------------------------------------------------------------------
THE
THE NON- COMPANY
COMPANY GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
---------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents ..... $ -- $ 3,027 $ -- $ -- $ 3,027
Accounts receivable, net ...... -- 67,859 1,025 -- 68,884
Deferred costs on purchases of
station representation
contracts..................... -- 21,428 -- -- 21,428
Prepaid expenses and other
current assets................ -- 1,293 -- -- 1,293
---------- ------------ ------------ -------------- --------------
Total current assets.......... -- 93,607 1,025 -- 94,632
---------- ------------ ------------ -------------- --------------
Fixed assets, net............... -- 15,412 328 -- 15,740
Deferred income taxes........... -- -- -- -- --
Deferred costs on purchases of
station representation
contracts...................... -- 74,399 -- -- 74,399
Equity investment in
affiliates..................... 131,851 -- -- (131,851) --
Due from affiliate.............. 168,356 -- -- (168,356) --
Intangible assets, net.......... -- 218,370 438 -- 218,808
Other assets, net............... 22,783 11,180 158 -- 34,121
---------- ------------ ------------ -------------- --------------
Total assets.................. $322,990 $412,968 $ 1,949 $(300,207) $437,700
========== ============ ============ ============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued
liabilities................... $ 658 $ 42,935 $ 1,854 $ -- $ 45,447
Deferred income on sales of
station representation
contracts..................... -- 14,548 -- -- 14,548
Income taxes payable........... -- 1,811 -- -- 1,811
---------- ------------ ------------ -------------- --------------
Total current liabilities .... 658 59,294 1,854 -- 61,806
---------- ------------ ------------ -------------- --------------
Deferred income on sales of
station representation
contracts...................... -- 4,787 -- -- 4,787
Deferred income taxes payable .. -- 1,568 -- -- 1,568
Long-term debt.................. 217,622 -- -- -- 217,622
Due to affiliate................ -- 168,356 -- (168,356) --
Other liabilities............... -- 46,650 557 -- 47,207
Stockholders' equity:
Common stock................... -- -- 1 (1) --
Paid-in-capital................ 128,785 96,610 989 (97,599) 128,785
Carryover basis adjustment .... (20,047) -- -- -- (20,047)
(Accumulated deficit) retained
earnings ..................... (4,028) 35,703 (1,452) (34,251) (4,028)
---------- ------------ ------------ -------------- --------------
Total stockholders' equity ... 104,710 132,313 (462) (131,851) 104,710
---------- ------------ ------------ -------------- --------------
Total liabilities and
stockholders' equity......... $322,990 $412,968 $ 1,949 $(300,207) $437,700
========== ============ ============ ============== ==============
</TABLE>
F-23
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE INFORMATION)--(CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31, 1995
----------------------------------------------------------------------
THE
THE NON- COMPANY
COMPANY GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
---------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents ..... $ -- $ 187 $ 41 $ -- $ 228
Accounts receivable, net ...... -- 59,601 1,804 -- 61,405
Deferred costs on purchases of
station representation
contracts..................... -- 13,096 -- -- 13,096
Prepaid expenses and other
current assets................ -- 869 -- -- 869
---------- ------------ ------------ -------------- --------------
Total current assets.......... -- 73,753 1,845 -- 75,598
---------- ------------ ------------ -------------- --------------
Fixed assets, net............... -- 12,068 369 -- 12,437
Deferred income taxes........... -- 1,857 -- -- 1,857
Deferred costs on purchases of
station representation
contracts...................... -- 39,602 -- -- 39,602
Equity investment in
affiliates..................... 120,199 -- -- (120,199) --
Due from affiliate.............. 151,774 -- -- (151,774) --
Intangible assets, net.......... -- 227,265 461 -- 227,726
Other assets, net............... 16,517 1,774 -- -- 18,291
---------- ------------ ------------ -------------- --------------
Total assets.................. $288,490 $356,319 $2,675 $(271,973) $375,511
========== ============ ============ ============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Account payable and accrued
liabilities................... $ 2,270 $ 33,035 $1,796 $ -- $ 37,101
Deferred income on sales of
station representation
contracts..................... -- 10,700 -- -- 10,700
Income taxes payable........... -- 3,131 -- -- 3,131
---------- ------------ ------------ -------------- --------------
Total current liabilities .... 2,270 46,866 1,796 -- 50,932
---------- ------------ ------------ -------------- --------------
Deferred income on sales of
station representation
contracts...................... -- 3,589 -- -- 3,589
Long-term debt.................. 179,530 -- -- -- 179,530
Due to affiliate................ -- 151,774 -- (151,774) --
Other liabilities............... -- 34,229 541 -- 34,770
Stockholders' Equity:
Common stock................... -- -- 1 (1) --
Paid-in-capital................ 128,675 96,610 989 (97,599) 128,675
Carryover basis adjustment .... (20,047) -- -- -- (20,047)
(Accumulated deficit) retained
earnings...................... (1,938) 23,251 (652) (22,599) (1,938)
---------- ------------ ------------ -------------- --------------
Total stockholders' equity ... 106,690 119,861 338 (120,199) 106,690
---------- ------------ ------------ -------------- --------------
Total liabilities and
stockholders' equity......... $288,490 $356,319 $2,675 $(271,973) $375,511
========== ============ ============ ============== ==============
</TABLE>
F-24
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE INFORMATION)--(CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31, 1996
----------------------------------------------------------------------
THE
THE NON- COMPANY
COMPANY GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
---------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
Operating revenues, net........... $ -- $180,384 $2,752 $ -- $183,136
---------- ------------ ------------ -------------- --------------
Operating expenses:
Salaries and related costs ...... -- 100,540 2,380 -- 102,920
Selling, general and
administrative.................. -- 35,170 1,068 -- 36,238
Depreciation and amortization ... -- 9,642 106 -- 9,748
---------- ------------ ------------ -------------- --------------
Total operating expenses.......... -- 145,352 3,554 -- 148,906
---------- ------------ ------------ -------------- --------------
Operating income.................. -- 35,032 (802) -- 34,230
Other expense (income):
Interest expense................. 20,775 -- -- -- 20,775
Interest (income)................ -- (117) (2) -- (119)
---------- ------------ ------------ -------------- --------------
Total other expense, net.......... 20,775 (117) (2) -- 20,656
---------- ------------ ------------ -------------- --------------
(Loss) income before income tax
provision (benefit) and
extraordinary item............... (20,775) 35,149 (800) -- 13,574
Income tax (benefit) provision .. (13,711) 22,697 -- -- 8,986
Equity in earnings of affiliates,
net of taxes..................... 11,652 -- -- (11,652) --
---------- ------------ ------------ -------------- --------------
Income (loss) before
extraordinary item............... 4,588 12,452 (800) (11,652) 4,588
Extraordinary item................ (6,678) -- -- -- (6,678)
---------- ------------ ------------ -------------- --------------
Net (loss) income................. $ (2,090) $ 12,452 $ (800) $(11,652) $ (2,090)
========== ============ ============ ============== ==============
</TABLE>
F-25
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE INFORMATION)--(CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31, 1995
----------------------------------------------------------------------
THE
THE NON- COMPANY
COMPANY GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
---------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
Operating revenues, net .... $ -- $180,612 $4,055 $ -- $184,667
---------- ------------ ------------ -------------- --------------
Operating expenses:
Salaries and related
costs..................... -- 96,338 3,139 -- 99,477
Selling, general and
administrative............ -- 37,828 1,216 -- 39,044
Depreciation and
amortization.............. -- 9,973 98 -- 10,071
Provision for relocations . -- 6,400 -- -- 6,400
---------- ------------ ------------ -------------- --------------
Total operating expenses ... -- 150,539 4,453 -- 154,992
---------- ------------ ------------ -------------- --------------
Operating income............ -- 30,073 (398) -- 29,675
Other expense (income):
Interest expense........... 25,280 -- 16 -- 25,296
Interest (income).......... -- (139) -- -- (139)
---------- ------------ ------------ -------------- --------------
Total other expense, net ... 25,280 (139) 16 -- 25,157
---------- ------------ ------------ -------------- --------------
(Loss) income before income
tax provision (benefit)
and extraordinary item .... (25,280) 30,212 (414) -- 4,518
Income tax (benefit)
provision................. (10,365) 14,813 -- -- 4,448
Equity in earnings of
affiliates, net of taxes . 14,985 -- -- (14,985) --
---------- ------------ ------------ -------------- --------------
Income (loss) before
extraordinary item......... 70 15,399 (414) (14,985) 70
Extraordinary item.......... (801) -- -- -- (801)
---------- ------------ ------------ -------------- --------------
Net (loss) income........... $ (731) $ 15,399 $ (414) $(14,985) $ (731)
========== ============ ============ ============== ==============
</TABLE>
F-26
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE INFORMATION)--(CONTINUED)
<TABLE>
<CAPTION>
PERIOD AUGUST 12, 1994 THROUGH DECEMBER 31, 1994
----------------------------------------------------------------------
THE
THE NON- COMPANY
COMPANY GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
---------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
Operating revenues, net .... $ -- $79,794 $1,609 $ -- $81,403
---------- ------------ ------------ -------------- --------------
Operating expenses:
Salaries and related
costs..................... -- 41,470 1,260 -- 42,730
Selling, general and
administrative............ -- 14,666 542 -- 15,208
Depreciation and
amortization.............. -- 9,069 58 -- 9,127
---------- ------------ ------------ -------------- --------------
Total operating expenses ... -- 65,205 1,860 -- 67,065
---------- ------------ ------------ -------------- --------------
Operating income............ -- 14,589 (251) -- 14,338
Other expense (income):
Interest expense........... 14,952 -- (13) -- 14,939
Interest (income).......... -- (65) -- -- (65)
---------- ------------ ------------ -------------- --------------
Total other expense, net ... 14,952 (65) (13) -- 14,874
(Loss) income before income
tax provision (benefit) ... (14,952) 14,654 (238) -- (536)
Income tax (benefit)
provision................. (6,131) 6,802 -- -- 671
Equity in earnings of
affiliates, net of taxes . 7,614 -- -- (7,614) --
---------- ------------ ------------ -------------- --------------
Net (loss) income........... $ (1,207) $ 7,852 $ (238) $(7,614) $(1,207)
========== ============ ============ ============== ==============
</TABLE>
F-27
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE INFORMATION)--(CONTINUED)
<TABLE>
<CAPTION>
PERIOD JANUARY 1, 1994 THROUGH AUGUST 11, 1994
----------------------------------------------------------------------
THE
THE NON- COMPANY
COMPANY GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
---------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
Operating revenues, net........... $ -- $101,731 $1,651 $ -- $103,382
---------- ------------ ------------ -------------- --------------
Operating expenses:
Salaries and related costs ...... -- 63,736 1,130 -- 64,866
Selling, general and
administrative.................. -- 23,203 477 -- 23,680
Depreciation and amortization ... -- 11,664 62 -- 11,726
---------- ------------ ------------ -------------- --------------
Total operating expenses.......... -- 98,603 1,669 -- 100,272
---------- ------------ ------------ -------------- --------------
Operating income.................. -- 3,128 (18) -- 3,110
Other expense (income):
Interest expense................. 10,872 -- -- -- 10,872
Interest (income)................ -- (14) (10) -- (24)
---------- ------------ ------------ -------------- --------------
Total other expense, net.......... 10,872 (14) (10) -- 10,848
---------- ------------ ------------ -------------- --------------
(Loss) income before income tax
provision (benefit).............. (10,872) 3,142 (8) -- (7,738)
Income tax (benefit) provision ... (4,458) 3,065 -- -- (1,393)
Equity in earnings of affiliates,
net of taxes..................... 69 -- -- (69) --
---------- ------------ ------------ -------------- --------------
Net (loss) income................. $ (6,345) $ 77 $ (8) $(69) $ (6,345)
========== ============ ============ ============== ==============
</TABLE>
F-28
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE INFORMATION)--(CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
-----------------------------------------------------------------------
THE
THE NON- COMPANY
COMPANY GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
----------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
Net cash provided by (used in)
operating activities........... $ (22,386) $ 31,053 $ (41) $-- $ 8,626
----------- ------------ ------------ -------------- --------------
Investing Activities:
Capital expenditures........... -- (6,785) -- -- (6,785)
Payments received on sales of
station representation
contracts..................... -- 26,018 -- -- 26,018
Payments made on purchases of
station representation
contracts..................... -- (42,415) -- -- (42,415)
----------- ------------ ------------ -------------- --------------
Net cash (used in) investing
activities..................... -- (23,182) -- -- (23,182)
----------- ------------ ------------ -------------- --------------
Financing Activities:
Credit facilities borrowings .. 59,900 -- -- -- 59,900
Credit facilities repayments .. (139,900) -- -- -- (139,900)
Decrease (increase) in due
from (to) affiliate........... 5,031 (5,031) -- -- --
Repurchase of Notes............ (110,724) -- -- -- (110,724)
Loan to Parent................. (4,520) -- -- -- (4,520)
Proceeds from issuance of
10 1/2% Notes................. 100,000 -- -- -- 100,000
Proceeds from New Credit
Facility...................... 117,500 -- -- -- 117,500
Financing Fees paid in
connection with credit
facilities and Bridge Notes .. (4,901) -- -- -- (4,901)
----------- ------------ ------------ -------------- --------------
Net cash provided by (used in)
financing activities........... 22,386 (5,031) -- -- 17,355
----------- ------------ ------------ -------------- --------------
Net increase (decrease) in
cash........................... -- 2,840 (41) -- 2,799
Cash and cash equivalents,
beginning of period............ -- 187 41 -- 228
----------- ------------ ------------ -------------- --------------
Cash and cash equivalents, end
of period...................... $ -- $ 3,027 $ -- $-- $ 3,027
=========== ============ ============ ============== ==============
</TABLE>
F-29
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE INFORMATION)--(CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
-----------------------------------------------------------------------
THE
THE NON- COMPANY
COMPANY GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
----------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
Net cash (used in) provided by
operating activities .......... $(23,142) $ 38,123 $ 83 $-- $ 15,064
----------- ------------ ------------ -------------- --------------
Investing Activities:
Capital expenditures........... -- (6,000) (46) -- (6,046)
Payments received on sales of
station representation
contracts..................... -- 19,779 -- -- 19,779
Payments made on purchases of
station representation
contracts..................... -- (31,945) -- -- (31,945)
Investment in cable joint
venture....................... (10,753) -- -- -- (10,753)
----------- ------------ ------------ -------------- --------------
Net cash (used in) investing
activities..................... (10,753) (18,166) (46) -- (28,965)
----------- ------------ ------------ -------------- --------------
Financing Activities:
Credit facilities borrowings .. 66,000 -- -- -- 66,000
Credit facilities repayments .. (64,000) -- -- -- (64,000)
Decrease (increase) in due
from (to) affiliate........... 21,597 (21,597) -- -- --
Proceeds from Bridge Notes .... 4,000 -- -- -- 4,000
Repayment of Bridge Notes ..... (74,000) -- -- -- (74,000)
Restricted cash release........ 2,000 -- -- -- 2,000
Proceeds from issuance of
common stock.................. 79,138 -- -- -- 79,138
Repurchase of Notes and other
notes......................... (840) -- -- -- (840)
----------- ------------ ------------ -------------- --------------
Net cash provided by (used in)
financing activities........... 33,895 (21,597) -- -- 12,298
----------- ------------ ------------ -------------- --------------
Net increase (decrease) in
cash........................... -- (1,640) 37 -- (1,603)
Cash and cash equivalents,
beginning of period............ -- 1,827 4 -- 1,831
----------- ------------ ------------ -------------- --------------
Cash and cash equivalents, end
of period...................... $ -- $ 187 $ 41 $-- $ 228
=========== ============ ============ ============== ==============
</TABLE>
F-30
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE INFORMATION)--(CONTINUED)
<TABLE>
<CAPTION>
PERIOD AUGUST 12, 1994 THROUGH DECEMBER 31, 1994
-----------------------------------------------------------------------
THE
THE NON- COMPANY
COMPANY GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
----------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
Net cash (used in) provided by
operating activities.......... $ (11,539) $ 19,877 $ 328 $-- $ 8,666
----------- ------------ ------------ -------------- --------------
Investing Activities:
Capital expenditures.......... -- (678) (324) -- (1,002)
Payments received on sales of
station representation
contracts.................... -- 4,746 -- -- 4,746
Payments made on purchases of
station representation
contracts.................... -- (4,545) -- -- (4,545)
Acquisition of business, net
of $219 cash acquired in
1994......................... (116,193) -- -- -- (116,193)
----------- ------------ ------------ -------------- --------------
Net cash (used in) investing
activities.................... (116,193) (477) (324) -- (116,994)
----------- ------------ ------------ -------------- --------------
Financing Activities:
Credit facilities borrowings . 24,800 -- -- -- 24,800
Credit facilities repayments . (23,800) -- -- -- (23,800)
Decrease (increase) in due
from (to) affiliate.......... 17,573 (17,573) -- -- --
Proceeds from Bridge Notes ... 70,000 -- -- -- 70,000
Restricted cash payment ...... (2,000) -- -- -- (2,000)
Proceeds from issuance of
common stock................. 48,040 -- -- -- 48,040
Financing fees paid in
connection with credit
facilities and Bridge Notes . (6,801) -- -- -- (6,801)
Repurchase of other notes .... (80) -- -- -- (80)
----------- ------------ ------------ -------------- --------------
Net cash provided by (used in)
financing activities.......... 127,732 (17,573) -- -- 110,159
----------- ------------ ------------ -------------- --------------
Net increase in cash........... -- 1,827 4 -- 1,831
Cash and cash equivalents,
beginning of period........... -- -- -- -- --
----------- ------------ ------------ -------------- --------------
Cash and cash equivalents, end
of period..................... $ -- $ 1,827 $ 4 $-- $ 1,831
=========== ============ ============ ============== ==============
</TABLE>
F-31
<PAGE>
KATZ MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE INFORMATION)--(CONTINUED)
<TABLE>
<CAPTION>
PERIOD JANUARY 1, 1994 THROUGH AUGUST 11, 1994
-----------------------------------------------------------------------
THE
THE NON- COMPANY
COMPANY GUARANTORS GUARANTORS ELIMINATIONS CONSOLIDATED
----------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
Net cash (used in) provided by
operating activities.......... $ (8,945) $ 8,557 $ 4 $-- $ (384)
----------- ------------ ------------ -------------- --------------
Investing Activities:
Capital expenditures.......... -- (1,079) -- -- (1,079)
Payments received on sales of
station representation
contracts.................... -- 4,755 -- -- 4,755
Payments made on purchases of
station representation
contracts.................... -- (7,380) -- -- (7,380)
----------- ------------ ------------ -------------- --------------
Net cash (used) in investing
activities.................... -- (3,704) -- -- (3,704)
----------- ------------ ------------ -------------- --------------
Financing Activities:
Credit facilities borrowings . 107,075 -- -- 107,075
Credit facilities repayments . (101,575) -- -- (101,575)
Increase (decrease) in due
from (to) affiliate.......... 4,648 (4,648) -- -- --
Purchase of treasury stock ... (34) -- (34)
Proceeds from shareholder
contribution................. 3,000 -- -- 3,000
Purchase of warrants and
options...................... (2,300) -- -- (2,300)
Financing fees paid in
connection with credit
facilities................... (1,869) -- -- (1,869)
----------- ------------ ------------ -------------- --------------
Net cash provided by (used in)
financing activities.......... 8,945 (4,648) -- -- 4,297
----------- ------------ ------------ -------------- --------------
Net increase in cash........... -- 205 4 -- 209
Cash and cash equivalents,
beginning of period........... -- 10 -- -- 10
----------- ------------ ------------ -------------- --------------
Cash and cash equivalents, end
of period..................... $ -- $ 215 $ 4 $-- $ 219
=========== ============ ============ ============== ==============
</TABLE>
F-32
<PAGE>
===============================================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED HEREIN OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES OTHER THAN THOSE TO WHICH IT
RELATES OR AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH OFFER
OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE SUCH.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................................................... 5
Statement Regarding Forward-Looking
Disclosure............................................................. 5
Prospectus Summary...................................................... 6
Risk Factors............................................................ 16
The Exchange Offer...................................................... 22
Use of Proceeds......................................................... 31
Capitalization.......................................................... 31
Selected Consolidated Financial Data ................................... 32
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................................................. 35
Business................................................................ 42
Management.............................................................. 50
Description of Notes.................................................... 57
Description of Company Indebtedness .................................... 82
Plan of Distribution.................................................... 83
Certain Federal Income Tax Considerations .............................. 84
Legal Matters........................................................... 85
Experts................................................................. 85
Glossary of Selected Terms.............................................. G-1
Index of Financial Statements........................................... F-1
</TABLE>
UNTIL JULY 14, 1997, (90 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE NEW NOTES OFFERED HEREBY, WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
===============================================================================
===============================================================================
------------------
PROSPECTUS
------------------
KATZ LOGO
$100,000,000
KATZ MEDIA CORPORATION
10 1/2% SERIES B SENIOR
SUBORDINATED NOTES DUE 2007
APRIL 15, 1997
===============================================================================
