SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 14, 1996
KATZ MEDIA GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-13674 13-3779269
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(State of Incorporation)(Commission File Number)(IRS Employer Identification #)
125 West 55th Street, New York, New York 10019
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 424-6000
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Item 5. Other Events
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On November 15, 1996, the Registrant issued the press release attached
hereto as Exhibit 99, which press release is incorporated by reference herein.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
99. Press release dated November 15, 1996.
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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 hereunto duly authorized.
KATZ MEDIA GROUP, INC.
By: /s/ Richard E. Vendig
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Richard E. Vendig
Senior Vice President
Chief Financial & Administrative Officer
Treasurer
Date: November 15, 1996
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EXHIBIT INDEX
Exhibit No. Description Page No.
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99 Press release dated 5
November 15, 1996
FOR IMMEDIATE RELEASE Contact:
Ellen Strahs Fader
(212) 424-6863
KATZ MEDIA GROUP, INC. AND KATZ MEDIA CORPORATION
ANNOUNCE TENDER OFFER
FOR 12 3/4% SENIOR SUBORDINATED NOTES DUE 2002
AND REFINANCING
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NEW YORK, NY, November 15, 1996 - Katz Media Group, Inc., (AMEX:KTZ), the only
full-service media representation firm in the United States serving all types of
broadcast media, and its wholly-owned subsidiary, Katz Media Corporation,
announced the commencement on November 14, 1996 of a cash tender offer by Katz
Media Corporation for all of its outstanding 12 3/4% Senior Subordinated Notes
due 2002 (the "Notes").
Katz Media Corporation is offering for each $1,000 principal amount of
Notes validly tendered in the tender offer and not withdrawn, a cash purchase
price equal to the present value of the Notes on the date the Notes are accepted
for payment (the "Acceptance Date"). This will be calculated by reference to the
yield to maturity of a U.S. Treasury Note due November 15, 1997 (the earliest
date the Notes may be redeemed by the Company) plus 100 basis points, plus
accrued and unpaid interest, if any, less the $10 cash fee paid for consents
validly delivered with the tendered Notes. In connection with the tender offer,
Katz Media Corporation is also soliciting consents to amendments to the
indenture pursuant to which the Notes were issued for a cash fee of $10 for each
$1,000 in principal amount of Notes for which validly delivered and unrevoked
consents are received prior to December 12, 1996 (the "Consent Date"). Holders
who tender their Notes will be deemed to have delivered their consents. Holders
may, however, deliver consents without tendering Notes.
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The tender offer and consent solicitation is part of a proposed refinancing
of the Company's outstanding indebtedness, designed to enhance the Company's
operating and financial flexibility by increasing the availability of funds for
working capital purposes. In addition to the tender offer and consent
solicitation, the refinancing involves the replacement of the Company's existing
revolving credit agreements with a new credit agreement providing for loans of
up to $210 million and a new issuance in a private offering under Rule 144A of
the Securities Act of 1933, as amended, of $100 million aggregate principal
amount of ten year, fixed rate notes (the "New Notes"). The refinancing will
result in an increase in the Company's outstanding long term debt from $194.9
million at September 30, 1996 on a historical basis to approximately $216
million on a pro forma basis at that date. On a pro forma basis at that date,
and subject to compliance with certain financial and other conditions, the
Company would have had approximately $94 million of availability under its 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 the Company of its common stock from
time to time in the open market. The Company currently expects to complete the
refinancing in the fourth quarter of 1996, but there can be no assurance that
the refinancing will be consummated or as to its final terms. In connection with
the extinguishment of the Notes and the existing credit agreements, the Company
expects to record a non-recurring extraordinary charge to earnings of
approximately $6.8 million, net of a related tax benefit. The New Notes have not
been and will not be registered under the Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
Commenting on the proposed refinancing, Richard Vendig, Senior Vice
President, Chief Financial and Administrative Officer, Treasurer stated, "It is
our intention with this refinancing to accomplish several goals: First and
foremost, we wish to enhance our financial and operational flexibility going
forward; Secondly, we wish to lower our cost of capital and eliminate certain
restrictive covenants in our current debt instruments which have limited our
activities to date. This proposed new capital structure, with its greater
flexibility, should be beneficial for both increasing shareholder value and a
longer-term view of improving overall company performance."
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The tender offer and the consent solicitation are subject to the terms and
conditions set forth in the Offer to Purchase and Consent Solicitation and the
accompanying Consent and Letter of Transmittal, which are being sent to all
holders of the Notes. The tender offer and the consent solicitation are
currently scheduled to expire at 12:00 midnight, New York City time, on December
12, 1996, unless extended.
The acceptance for purchase of the Notes in the tender offer is conditioned
on, among other things, (i) there having been tendered and not withdrawn on or
prior to the expiration date, at least $75,000,000 aggregate principal amount of
the Katz Notes, (ii) the receipt of consents from holders of at least a majority
of the aggregate outstanding principal amount of the Notes, subject to certain
conditions and (iii) the consummation of the other aspects of the refinancing.
The Company expects to extend the expiration date of the tender offer (but not
the Consent Date) until the consummation of the other aspects of the
refinancing.
Donaldson, Lufkin & Jenrette Securities Corporation will act as the Dealer
Manager and American Stock Transfer & Trust Company will act as the Depositary
in connection with the tender offer and the consent solicitation.
Katz Media Group, Inc., headquartered in New York City, 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, cable television systems and interactive,
internet media outlets. The company is exclusively retained by more than 2,000
radio stations, 340 television stations, 1,100 cable television systems with an
aggregate of approximately 36.8 million subscribers and a growing number of
Internet Web sites and other interactive media providers to sell national
advertising time throughout the United States and through its Katz International
subsidiary in the United Kingdom. The company's stock is traded on the American
Stock Exchange under the ticker symbol "KTZ".
Additional information about the company can be obtained via the World Wide
Web at http://www.katz-media.com.
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