KATZ MEDIA GROUP INC
10-Q/A, 1996-06-28
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===============================================================================

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                -------------
                                 FORM 10-Q/A

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 2)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996   COMMISSION FILE NUMBER 1-13674


                            KATZ MEDIA GROUP, INC.
            (Exact name of registrant as specified in its charter)


              DELAWARE                              13-3779269
   (State or other jurisdiction of      (I.R.S. Employer Identification No.)
   incorporation or organization)


                125 WEST 55TH STREET, NEW YORK, NEW YORK 10019
             (Address of principal executive offices - Zip Code)
                                (212) 424-6000
             (Registrant's telephone number, including area code)


   Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X]    No [ ]

   At May 6, 1996 13,659,117 shares of the Registrant's common stock were
outstanding.

===============================================================================








         
<PAGE>


                                  SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: June 27, 1996                        KATZ MEDIA GROUP, INC.


By: /s/ Thomas F. Olson                   By: /s/ Richard E. Vendig
- -----------------------------                 ------------------------
    Thomas F. Olson                              Richard E. Vendig
    President and                                Senior Vice President
    Chief Executive Officer                      Chief Financial &
    and Director                                 Administrative
                                                 Officer, Treasurer





<TABLE> <S> <C>



<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
consolidated financial statements and is qualified in its entirety by reference
to such financial statements.
</LEGEND>

       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                              JAN-1-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                           3,457
<SECURITIES>                                         0
<RECEIVABLES>                                   58,879
<ALLOWANCES>                                     1,300
<INVENTORY>                                          0
<CURRENT-ASSETS>                                79,428
<PP&E>                                          13,954
<DEPRECIATION>                                   3,010
<TOTAL-ASSETS>                                 389,159
<CURRENT-LIABILITIES>                           60,125
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           137
<OTHER-SE>                                     106,125
<TOTAL-LIABILITY-AND-EQUITY>                   389,159
<SALES>                                         38,282
<TOTAL-REVENUES>                                38,282
<CGS>                                           36,634
<TOTAL-COSTS>                                   36,634
<OTHER-EXPENSES>                                  (50)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               5,025
<INCOME-PRETAX>                                (3,327)
<INCOME-TAX>                                   (2,120)
<INCOME-CONTINUING>                            (1,207)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (1,207)
<EPS-PRIMARY>                                    (.09)
<EPS-DILUTED>                                    (.09)
        


</TABLE>


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