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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
AMENDMENT NO. 4
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D) (4) OF THE
SECURITIES EXCHANGE ACT OF 1934
KATZ MEDIA GROUP, INC.
(Name of Subject Company)
KATZ MEDIA GROUP, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
486112105
(CUSIP Number of Class of Securities)
THOMAS F. OLSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
KATZ MEDIA GROUP, INC.
125 WEST 55TH STREET
NEW YORK, NEW YORK 10019
424-6000
(Name, address and telephone number of person authorized
to receive notice and communications on behalf of the
person(s) filing statement)
With a copy to:
EDWARD D. SOPHER, ESQ.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
590 MADISON AVENUE
NEW YORK, NEW YORK 10022
(212) 872-1000
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Katz Media Group, Inc., a Delaware corporation (the "Company"), hereby
amends and supplements its Statement on Schedule 14D-9 (the "Schedule 14D-9"),
filed with the Securities and Exchange Commission on July 18, 1997, with respect
to a tender offer by Morris Acquisition Corporation, a Delaware corporation (the
"Purchaser") and a wholly-owned subsidiary of Chancellor Media Corporation, a
Delaware corporation ("Chancellor Media" or "Parent") formerly known as
Evergreen Media Corporation, a Delaware corporation ("Evergreen"), to purchase
any and all outstanding shares of common stock of the Company (the "Shares"), at
a price of $11.00 per Share, net to the seller in cash, without any interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated July 18, 1997 and the related Letter of Transmittal. The item
numbers and responses thereto below are in accordance with the requirements of
Schedule 14D-9. Unless otherwise indicated, all terms referred to herein shall
have the same meaning as set forth in the Schedule 14D-9.
ITEM 2. TENDER OFFER OF THE BIDDER.
Item 2 is hereby amended to add the following paragraph:
The Offer expired at 5:00 p.m., New York City time, on October 24, 1997.
On October 27, 1997, the 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tendered and not withdrawn in the Offer.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 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 R and
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit R - Press Release issued by the Parent and the Purchaser dated
October 27, 1997.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 30, 1997
KATZ MEDIA GROUP, INC.
By: /s/ Thomas F. Olson
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Name: Thomas F. Olson
Title: President and Chief Executive
Officer
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EXHIBIT R
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.
