AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 1996
REGISTRATION NO.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
KATZ MEDIA GROUP, INC.
(Exact Name of issuer as specified in its charter)
Delaware 13-3779269
(State of Other Jurisdiction of (I.R.S. Employer
incorporation or Organization) Identification No.)
125 WEST 55TH STREET
NEW YORK, NEW YORK 10019
(212) 424-6000
(Address of principal executive offices)
--------------
KATZ MEDIA GROUP, INC.
COMPANY STOCK PURCHASE PLAN
(Full title of the plan)
--------------
RICHARD E. VENDIG
CHIEF FINANCIAL OFFICER
KATZ MEDIA GROUP, INC.
125 WEST 55TH STREET
NEW YORK, NEW YORK 10019
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (212) 424-6000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SHARES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par
value $.01 per 50,000 shares $14.69 $734,375 $253
Share)..........
================================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the
Securities Act of 1933, using the average of the high and low prices reported on the American Stock
Exchange on May 23, 1996.
</TABLE>
E:\CF\KATZ\S-8\RESTR.PLN
<PAGE>
PART I
ITEM 1. PLAN INFORMATION.
Not included pursuant to Form S-8 instructions.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
Not included pursuant to Form S-8 instructions.
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Katz Media Group, Inc. (the "Company") hereby incorporates
herein by reference the following documents:
(1) The Company's annual report on Form 10-K for the
year ended December 31, 1995;
(2) All reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on or after December
31, 1995, including the Company's Form 10-Q for the
period ended March 31, 1996; and
(3) The description of the Company's Common Stock
contained in the Registration Statement on Form S-1
filed with the Securities and Exchange Commission
(the "Commission") on March 30, 1995, Registration
No. 33-87406, including amendments thereto and any
report filed for the purpose of updating such
description (the "Registration Statement").
In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered herein have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
E:\CF\KATZ\S-8\STK2.PUR
2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the
"DGCL") and Article SEVENTH of the Company's Certificate of Incorporation
provide for indemnification of the Company's directors and officers in a
variety of circumstances, which may include liabilities under the Securities
Act. Article SEVENTH provides that unless otherwise determined by the Board of
Directors of the Company, the Company shall indemnify, to the full extent
permitted by the laws of Delaware as from time to time in effect, the persons
described in Section 145 of the DGCL.
The general effect of the provisions in the Company's
Certificate of Incorporation and the DGCL is to provide that the Company shall
indemnify its directors and officers against all liabilities and expenses
actually and reasonably incurred in connection with the defense or settlement
of any judicial or administrative proceedings in which they have become
involved by reason of their status as corporate directors or officers, if they
acted in good faith and in the reasonable belief that their conduct was
neither unlawful (in the case of criminal proceedings) nor inconsistent with
the best interests of the Company. With respect to legal proceedings by or in
the right of the Company in which a director or officer ajudged liable for
improper performance of his duty to the Company or another enterprise for
which such person served in a similar capacity at the request of the Company,
indemnification is limited by such provisions to that amount which is
permitted by the court.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. EXHIBIT
3(a) Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.5 of the Registration Statement)
3(b) By-Laws of the Company (incorporated by reference to Exhibit 3.6 to the
Registration Statement)
4(a) Company Stock Purchase Plan
23(a) Consent of Price Waterhouse LLP, independent accountants
23(b) Consent of Arthur Andersen LLP, independent public accountants
24 Power of Attorney (included on signature page of this Form S-8)
ITEM 9. UNDERTAKINGS.
(a) The undersigned hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
E:\CF\KATZ\S-8\STK2.PUR
3
<PAGE>
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) that, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's Annual Report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
E:\CF\KATZ\S-8\STK2.PUR
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York on this day of May 28, 1996.
KATZ MEDIA GROUP, INC.
/s/ Richard E. Vendig
By: Richard E. Vendig
Senior Vice President
Chief Financial & Administrative
Officer, Treasurer
POWER OF ATTORNEY
Each of the undersigned officers and directors of Katz Media Group,
Inc. hereby severally constitutes and appoints Richard E. Vendig, Thomas F.
Olson and David M. Wittels, and each of them severally, as attorney-in-fact
for the undersigned, in any and all capacities, with full power of
substitution, to sign this Registration Statement and any amendments to this
Registration Statement (including post-effective amendments), and to file the
same with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting into said attorney-in-fact
full power and authority to do and perform each and every act requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
report has been signed below by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Thomas F. Olson President, Chief Executive Officer and May 28, 1996
------------------- Director
Thomas F. Olson
/s/ James E. Beloyianis Vice President, Secretary and Director May 28, 1996
-----------------------
James E. Beloyianis
/s/ Richard E. Vendig Senior Vice President, Chief Financial & May 28, 1996
----------------------- Administrative Officer, Treasurer (Principal
Richard E. Vendig Financial and Accounting Officer)
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<PAGE>
Vice President, Assistant Secretary and May , 1996
------------------ Director
Stuart O. Olds
/s/ L. Donald R. Robinson Vice President May 28, 1996
-----------------
L. Donald R. Robinson
/s/ Thompson Dean Chairman of the Board of Directors May 28, 1996
-----------------
Thompson Dean
___________________ Director May __, 1996
Michael Connelly
/s/ Thomas J. Barry Director May 28, 1996
-------------------
Thomas J. Barry
_______________________ Director May __, 1996
Steven J. Gilbert
_______________________ Director May __, 1996
Bob Marbut
/s/ David M. Wittels Director May 28, 1996
--------------------
David M. Wittels
</TABLE>
E:\CF\KATZ\S-8\STK2.PUR
<PAGE>
INDEX TO EXHIBITS
The following is a complete list of exhibits filed as part of this
registration statement:
EXHIBIT NO. EXHIBIT
- ---------- -------
3(a) Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.5 of the Registration Statement)
3(b) By-Laws of the Company (incorporated by reference to Exhibit 3.6 to the
Registration Statement)
4(a) Company Stock Purchase Plan
23(a) Consent of Price Waterhouse LLP, independent accountants
23(b) Consent of Arthur Andersen LLP, independent public accountants
24 Power of Attorney (included on signature page of this Form S-8)
E:\CF\KATZ\S-8\STK2.PUR
KATZ MEDIA GROUP, INC.
COMPANY STOCK PURCHASE PLAN
1. General.
The Katz Media Group, Inc. Company Stock Purchase Plan (the "Plan")
offers a convenient and economical way for eligible employees of Katz Media
Group, Inc. (the "Company") to commence or increase their ownership of shares
of the Company's Common stock. Once employee is enrolled as a participant in
the Plan, his payroll deductions will be used to purchase Common Stock on the
open market currently the American Stock Exchange under the terms of the Plan.
The participant pays no brokerage commissions or service charges for purchases
made under the Plan.
The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974.
2. Administration.
The Plan will be administered by the committee appointed by the
Company's Board of Directors to administer the Katz Media Corporation Savings
and Profit Sharing Plan (the "Committee"). The Committee also will make
purchases of Common Stock as agent for the participants. The Board of
Directors has the authority to make changes in the Committee, or to appoint
itself to administer the Plan, at any time. Until changed by further notice,
any notices or communications to the Committee should be directed to the Chief
Financial Officer of the Company.
If an eligible employee decides to participate in the Plan, the
Committee will keep a continuous record of his participation and send him a
statement of his account under the Plan for each month in which a purchase of
Common Stock for him takes place. The Committee will engage an appropriate
third party brokerage firm or money management firm in good standing to hold
and act as custodian of shares purchased under the Plan. This will relieve
participants of the responsibility for the safekeeping of multiple
certificates for shares purchased and protect against loss, theft or
destruction of stock certificates. Normally, certificates for shares purchased
under the Plan will not be issued to participants. The number of shares
credited to a participant's account under the Plan will be shown on his
statement of account. However, certificates for any number of whole shares
credited to a participant's account under the Plan will be issued to him upon
his written request to the Committee, delivered to the Company's address. In
addition, any time that more than 50 shares are credited to a participant's
account, 50 shares will be credited to the participant's brokerage account. In
either case, any remaining shares will continue to be credited to the
participant's account. Certificates for fractional share interest will not be
issued.
The Committee shall have full authority and power to administer and
construe the Plan, subject to applicable requirements of law. Without limiting
the generality of the foregoing, the Committee shall have the following powers
and duties:
<PAGE>
o to interpret the terms and provisions of the Plan;
o to adopt, amend and repeal such rules, regulations, agreements
and instruments for implementing and administering the Plan as
the Committee shall deem necessary or advisable; and
o to make all other determinations and take all other action
necessary or advisable for the implementation and administration
of the Plan.
All decisions made by the Committee pursuant to the provisions of the
Plan shall be made in the Committee's sole discretion and shall be final and
binding on all persons who have an interest under the Plan.
3. Eligibility.
As of January 1, 1996, the effective date of the Plan, all regular,
full-time employees of the Company and of any corporation ("Subsidiary") that,
along with the Company, is a member of a controlled group of corporations (as
defined in Section 1563 of the Internal Revenue Code), who have been so
employed for at least six months, are eligible to participate in the Plan.
Thereafter, each employee of the Company or a Subsidiary will become eligible
as of the last day of the pay period in which he completes his six months of
employment. For these purposes, an employee will receive credit for a month of
employment if he works at least ten days in a calendar month, counting
vacations and authorized leaves of absence or 80 hours per month, and will
receive credit for a year of employment after he completes 12 months of
employment, whether or not those months of employment were consecutive.
4. Election To Participate.
An eligible employee may join the Plan by completing the
Authorization Form provided by the Company and returning it to the Committee.
Authorization Forms will be furnished to eligible employees at any time upon
request to the Company. An eligible employee may join the Plan at any time.
5. Payroll Deductions.
The Authorization Form directs the Company to pay to the Committee
the amount withheld from the participant's paycheck. The Authorization Form
also directs the Committee to use these payments to purchase shares of Common
Stock as described above (paragraph 1).
After an Authorization Form has been received by the Committee and
the authority for the payroll deductions has been noted on the Company's
payroll records, the Company will withhold from a participant's paycheck the
amount authorized by the participant. The withholding will be made each month
from the paycheck for each pay period ending in that month. The amounts
withheld from all participants' paychecks will be pooled to buy shares of
<PAGE>
Common Stock on the open market as described above for the accounts of all
participants under the Plan on the next "Investment Date" (the first day on
which the American Stock Exchange is open of trading in each month).
The payroll deduction authorizations are effective for an indefinite
period of time, until the termination of the Plan. The employee will specify
on the Authorization Form the monthly amount to be withheld from his pay.
Deductions may be authorized in even multiples of $10.00 from a minimum of
$10.00 to a maximum of $200.00 up to 10% of the monthly gross compensation for
each employee. No interest will be paid on payroll deduction amounts.
The amount of a participant's payroll deductions can be revised,
changed or terminated by the participant at any time by written notice to the
Chief Financial Officer. An Authorization Form should be used for these
purposes. Commencement, revision or termination of deductions will become
effective as soon as practicable after an employee's request is received by
the Committee.
6. Purchase Price.
The price of the shares bought with the participant's payroll
deductions will be at the market value of the Company's Common Stock at the
time the broker executes the purchase as for the Investment Date on which the
shares are purchased. If no trading occurs in the Company's Common Stock on
the Investment Date, the purchase price will be the average of the high and
low prices on the next preceding day on which sales of Common Stock occur on
the American Stock Exchange. Any fraction of a cent will be rounded up.
7. Number of Shares Purchased.
On each Investment Date, accumulated payroll deductions from all
participants will be pooled and used to purchase shares of Common Stock for
the accounts of the participants on the applicable stock exchange. The maximum
number of whole shares will be purchased. Any payroll deductions remaining
after purchase of such maximum number of whole shares will be retained and
applied to the purchase of shares on the next Investment Date. Each
participant's account will be credited with his pro rata share of the shares
purchased and any additional payroll deductions which have been accumulated.
The number of shares credited to each participant's account will depend on the
amount of the participant's payroll deductions and the price of the shares
determined as provided under the heading "Purchase Price".
8. Fees and Expenses.
Participants will incur no brokerage commissions or service charges
for purchases made under the Plan. Certain charges as described under the
heading "Withdrawal" may be incurred upon a participant's withdrawal from the
Plan or upon termination of the Plan.
<PAGE>
9. Withdrawal.
A participant may withdraw from the Plan at any time.
To withdraw from the Plan, a participant must notify the Chief
Financial Officer in writing of his withdrawal. In the event a participant
withdraws, or in the event of the termination of the Plan, certificates for
whole shares credited to the account of the withdrawing participant, or all
participants in the case of termination of the Plan, will be delivered by the
Committee or its designee and a cash payment will be made for the sales price
(less brokerage commission and transfer taxes, if any) of any fractional share
interest and any additional payroll deductions credited to the account of the
withdrawing participant, or all participants in the case of a termination of
the Plan. The Committee may establish such equitable arrangements for the sale
of fractional share interests as it shall deem appropriate. As an alternative
to receiving certificates for whole shares, a participant may request the
Committee to sell all of the shares held in his account under the Plan. The
proceeds from the sale, less any brokerage commissions and any transfer taxes,
will be remitted to him. Sale requests may be accumulated and sales
transactions, if necessary, will occur in accordance with the Company's policy
on insider trading.
If a request to withdraw is received by the Committee at least five
business days prior to any Investment Date, the amount of the participant's
payroll deductions which would otherwise have been invested on such Investment
Date will be repaid to him as soon as practicable. If a request to withdraw is
received by the Committee within five business days prior to any Investment
Date, the amount of the payroll deductions scheduled to be invested on such
Investment Date will be so invested. In either event, no subsequent payroll
deductions will be made from the paychecks of the employee, unless he
completes a new Authorization Form providing for such deductions.
10. Voting and Tendering of Shares.
Each participant will have authority to direct the Committee or its
designee in the manner of voting the number of whole shares held in his
account.
In the event that a tender offer occurs with respect to shares held
under the Plan, the Committee shall give each participant the opportunity to
direct, on a confidential basis, whether the whole shares held in his account
shall be tendered. The Committee shall tender fractional shares as nearly as
possible in the same proportion as whole shares.
Whole shares as to which no direction is received from participants
will not be voted or tendered as the case may be.
11. Cash Dividends.
Cash dividends paid on shares credited to a participant's account
will be paid to the participant as soon as practicable following the dividend
payment date.
<PAGE>
12. Stock Dividends, Stock Splits , or Rights Offering.
Any shares distributed by the Company as a stock dividend on shares
credited to a participant's account under the Plan, or upon any split of such
shares, will be credited to his account.
13. Amendment and Termination.
The Company may at any time and from time to time suspend, modify or
terminate the Plan by action of either the Board of Directors or the Committee
(provided that any amendment by the Committee shall be subject to the approval
of an executive officer of the Company). Any such suspension, modification or
termination shall not affect a participant's right to shares of Common Stock
already purchased for him (except that the Company may take any action
necessary to comply with applicable law). Upon the termination of the Plan,
the Company shall return to participants their accumulated payroll deductions
as soon as practicable.
14. Reports.
Each participant will receive a statement of his account for each
quarter in which a purchase of Common Stock for his account takes place.
Participants will also receive the Annual Report for the Plan, and
communications sent to other stockholders, including the Annual Report of the
Company, and its Notice of Annual Meeting and Proxy Statement. Participants
will receive information necessary for reporting income realized by them under
the Plan.
15. Withholding.
All taxes subject to withholding payable with respect to the amount
of each participant's payroll deductions under the Plan will be deducted from
the participant's salary and will not reduce the amounts to be paid to the
Committee.
16. Termination of Participation.
An individual will cease to be a participant in the Plan on the
earliest to occur of the following events:
o the date on which he or she ceases to be eligible to participate under
Section 3;
o the date on which the individual terminates employment with an employer
for any reason other than death; or
o the date on which he or she elects to withdraw from the Plan as provided
in Section 9.
In the event that an individual ceases to be a participant, the
withdrawal provisions described in Section 9 shall apply.
<PAGE>
17. Non-Transferability.
Neither payroll deductions credited to a participant's account nor
any rights with regard to the purchase Common Stock under the Plan may be
assigned, transferred, pledged, or otherwise disposed of in any way by the
participant other than by will or the laws of descent and distribution. Any
such attempted assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw funds in accordance with Section 9.
Any rights with respect to a participant's account and the shares
credited to that account existing after the participant dies are exercisable
by the participant's designated beneficiary or, if there is no designated
beneficiary, by the participant's legal representative.
18. Use of Funds.
All deductions received or held by the company under this Plan may be
used by the Company for any corporate purpose and the Company shall not be
obligated to segregate such payroll deductions.
19. Participant's Interest in Stock.
A participant will not have any interest in shares of Common Stock
until the date on which such shares are purchased and credited to the
participant's account.
20. No Effect on Employment Rights.
Nothing in this Plan shall confer on any employee any right to
continue in the employ of the Company or its Subsidiaries or limit in any
manner or to any extent the right of the Company or its Subsidiaries to
terminate the employment of any employee at any time.
21. Governing Law.
The Plan and all actions taken under it shall be governed, as to
construction and administration by the laws of the State of New York.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated March 7, 1996 for Katz Media Group,
Inc. (the "Company") and March 10, 1995 for Katz Media corporation appearing
on pages F-2 and F-22, respectively, of the Company's Annual Report on Form
10-K for the year ended December 31, 1995.
/s/Price Waterhouse LLP
Price Waterhouse LLP
New York, New York
May 22, 1996
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated March
22, 1994, except with respect to certain matters discussed in Note 13, as to
which the date is March 9, 1995, included in Katz Media Group, Inc.'s Form
10-K for the year ended December 31, 1995 and to all references to our Firm
included in this Registration Statement.
/s/Arthur Anderson LLP
New York, New York
May 22, 1996
