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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 5)
(FINAL AMENDMENT)
KATZ MEDIA GROUP, INC.
(Name of Subject Company)
CHANCELLOR MEDIA CORPORATION
MORRIS ACQUISITION CORPORATION
(Bidders)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
486112105
(CUSIP Number of Class of Securities)
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SCOTT K. GINSBURG
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CHANCELLOR MEDIA CORPORATION
433 EAST LAS COLINAS BOULEVARD, SUITE 1130
IRVING, TX 75039
(972) 869-9020
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
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Copy To:
MARK D. GERSTEIN, ESQ.
LATHAM & WATKINS
5800 SEARS TOWER
CHICAGO, IL 60606
(312) 876-7700
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TENDER OFFER
Morris Acquisition Corporation, a Delaware corporation ("Purchaser") and a
wholly owned subsidiary of Chancellor Media Corporation, a Delaware corporation
("Chancellor Media" or "Parent"), formerly known as Evergreen Media Corporation,
and Parent hereby amend and supplement their Tender Offer Statement on Schedule
14D-1 (the "Schedule 14D-1") filed with the Securities and Exchange Commission
on July 18, 1997 with respect to the offer to purchase any and all outstanding
shares of Common Stock, par value $.01 per share (the "Shares"), of Katz Media
Group, Inc., a Delaware corporation, for a purchase price of $11.00 per share,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated July 18, 1997 and in
the related Letter of Transmittal (which, as amended and supplemented from time
to time, together constitute the "Offer"). Capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
ITEM 10. ADDITIONAL INFORMATION.
Items 6 and 10(f) of the Schedule 14D-1 are hereby amended and supplemented
to add the following information:
The Offer expired at 5:00 p.m., New York City time, on October 24, 1997. On
October 27, 1997, Purchaser accepted for payment all Shares validly tendered and
not withdrawn in the Offer. At the completion of the Offer, a total of
13,449,085 Shares were tendered and purchased pursuant to the Offer,
representing approximately 99% of the outstanding Shares. A copy of the press
release issued by Parent and Purchaser on October 27, 1997 is attached hereto as
Exhibit (a)(13) and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
(a)(13) -- Text of Press Release issued by Parent and Purchaser,
dated October 27, 1997.
</TABLE>
2
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this amendment is true, complete and correct.
Dated: October 30, 1997 MORRIS ACQUISITION CORPORATION
By: /s/ SCOTT K. GINSBURG
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Name: Scott K. Ginsburg
Title: President and Chief
Executive Officer
CHANCELLOR MEDIA CORPORATION
By: /s/ SCOTT K. GINSBURG
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Name: Scott K. Ginsburg
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
(a)(13) -- Text of Press Release issued by Parent and Purchaser,
dated October 27, 1997.
</TABLE>
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EXHIBIT (a)(13)
FOR IMMEDIATE RELEASE NEWS ANNOUNCEMENT
CONTACT:
Matthew E. Devine Joseph N. Jaffoni
Chief Financial Officer David C. Collins
Chancellor Media Corporation Jaffoni & Collins Incorporated
972/869-9020 212/835-8500 or [email protected]
CHANCELLOR MEDIA COMPLETES OFFER FOR KATZ MEDIA
Irving, Texas: October 27, 1997 -- Chancellor Media Corporation (Nasdaq: AMFM)
announced today that its wholly-owned subsidiary, Morris Acquisition
Corporation, has accepted for payment all shares of Katz Media Group, Inc.
(AMEX:KTZ) common stock tendered pursuant to the tender offer for Katz Media
which expired at 5:00 p.m., New York City time, on Friday, October 24, 1997. A
total of 13,531,726 shares were tendered in the offer (including 740,138 shares
subject to guarantees of delivery) representing approximately 99% of the
outstanding shares of Katz Media common stock.
Chancellor Media Corporation of Los Angeles, an indirect, wholly-owned
subsidiary of Chancellor Media, also announced today that it had obtained the
requisite consents of registered holders of the 10 1/2% Senior Subordinated
Notes due 2007 of Katz Media Corporation, an indirect, wholly-owned subsidiary
of Katz Media, to certain amendments to the indenture governing such notes
pursuant to the consent solicitation which expired at 6:00 p.m., New York City
time, on Friday, October 24, 1997. Consents from registered noteholders holding
notes in an aggregate principal amount of $99,850,000 were delivered in the
consent solicitation, representing over 99% of the outstanding principal
amount of the notes.
Katz Media is the only full-service media representation firm in the United
States serving multiple types of electronic media, representing radio and
television stations, cable television systems and Internet media outlets. 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.
Chancellor Media is one of the largest radio broadcast companies in the United
States. Upon consummation of all pending transactions, Chancellor Media and its
subsidiaries will own and operate 99 radio stations in 21 large markets across
the United States.
