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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. 4)
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 10. ADDITIONAL INFORMATION.
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented to add
the following information:
On September 25, 1997, Parent and Purchaser issued a press release which
announced the extension of the expiration date of the Offer to 5:00 p.m., New
York City time, on Friday, October 24, 1997. The Offer had previously been
scheduled to expire at 5:00 p.m., New York City time, on Thursday, September 25,
1997. The Offer is being extended as the condition to the Offer regarding the
expiration or termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, has not yet been satisfied. A
copy of the press release issued by Parent and Purchaser announcing the
extension of the Offer is attached hereto as Exhibit (a)(12) and incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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<S> <C>
(a)(12) -- Text of Press Release issued by Parent and Purchaser,
dated September 25, 1997.
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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: September 26, 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
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
(a)(12) -- Text of Press Release issued by Parent and Purchaser,
dated September 25, 1997.
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EXHIBIT (a)(12)
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 212/505-3015 or [email protected]
CHANCELLOR MEDIA EXTENDS OFFER FOR KATZ MEDIA GROUP
Irving, Texas: September 25, 1997 - Chancellor Media Corporation (Nasdaq: AMFM)
announced today that it has extended the expiration date of the cash tender
offer of its wholly owned subsidiary, Morris Acquisition Corporation, to acquire
any and all outstanding shares of common stock of Katz Media Group, Inc.
(AMEX: KTZ) at a price of $11.00 per share to 5:00 p.m., New York City time,
on Friday, October 24, 1997. The offer had previously been scheduled to expire
at 5:00 p.m., New York City time, on Thursday, September 25, 1997. As of 5:00
p.m., New York City time, on September 25, 1997, 12,943,403 shares of Katz
Media common stock had been validly tendered and not withdrawn in the offer.
As previously announced, Chancellor Media received a request for additional
information from the United States Department of Justice with respect to its
filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in
connection with the offer. The offer is being extended as the condition to the
offer regarding the expiration or termination of the Hart-Scott-Rodino waiting
period has not yet been satisfied. Chancellor Media currently intends to
comply with the request for additional information during the week of September
29, 1997.
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 owns and operates radio stations across the United States.
