KATZ MEDIA GROUP INC
S-8, 1997-05-16
ADVERTISING
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                                                           Draft of May 14, 1997
            As filed with the Securities and Exchange Commission on May 16, 1997
                                                Registration No. 333-___________


                       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.
                           1997 RESTRICTED STOCK PLAN
                            (Full title of the plan)
                                 --------------

                                Richard E. Vendig
                     Senior Vice President, Chief Financial
                       & Administrative Officer, Treasurer
                             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

<TABLE>
<CAPTION>

                                        CALCULATION OF REGISTRATION FEE
==========================================================================================================
                                                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          600,000 shares      $6.19               $3,714,000             $1,125
per
Share)..........
==========================================================================================================

(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 14, 1997.



                                                       1
</TABLE>
<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, 1996;

               (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,  1996,   including  the
                    Company's Form 10-Q for the period ended March 31, 1997; 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   "1995    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.





                                        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 is 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 1995
                         Registration Statement)

     3(b)                By-Laws of the Company  (incorporated  by  reference to
                         Exhibit 3.6 to the 1995 Registration Statement)

     4(a)                1997 Restricted Stock Plan

     23(a)               Consent   of   Price   Waterhouse   LLP,    independent
                         accountants

     24                  Power of Attorney  (included on signature  page of this
                         Form S-8)


                                              3


<PAGE>



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:

                    (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


                                       4

<PAGE>

                    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.



                                       5

<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 16, 1997.

                                        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.


     NAME                           TITLE                              DATE
     ----                           -----                              ----



/S/ THOMAS F. OLSON           President, Chief Executive          May 16, 1997
- -------------------------     Officer and Director
     Thomas F. Olson


/S/ JAMES E. BELOYIANIS       Vice President, Secretary           May 16, 1997
- -------------------------     and Director
   James E. Beloyianis


/S/ RICHARD E. VENDIG         Senior Vice President,              May 16, 1997
- -------------------------     Chief Financial &
   Richard E. Vendig          Administrative Officer,
                              Treasurer (Principal Financial
                              and Accounting Officer)


                                       6
<PAGE>




/S/ STUART O. OLDS            Vice President, Assistant          May 16, 1997
- -------------------------     Secretary and Director
     Stuart O. Olds           

/S/ THOMPSON DEAN
- -------------------------     Chairman of the Board of           May 16, 1997
     Thompson Dean            Directors

/S/ MICHAEL CONNELLY
- -------------------------     Director                           May 16, 1997
    Michael Connelly

/S/ THOMAS J. BARRY
- -------------------------     Director                           May 16, 1997
     Thomas J. Barry

/S/ STEVEN J. GILBERT
- -------------------------     Director                           May 16, 1997
    Steven J. Gilbert

/S/ BOB MARBUT
- -------------------------     Director                           May 16, 1997
        Bob Marbut

/S/ DAVID M. WITTELS
- -------------------------     Director                           May 16, 1997
    David M. Wittels


                                       7

<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 1995
                         Registration Statement)

     3(b)                By-Laws of the Company  (incorporated  by  reference to
                         Exhibit 3.6 to the 1995 Registration Statement)

     4(a)                1997 Restricted Stock Plan

     23(a)               Consent   of   Price   Waterhouse   LLP,    independent
                         accountants

     24                  Power of Attorney  (included on signature  page of this
                         document)


                             KATZ MEDIA GROUP, INC.

                           1997 RESTRICTED STOCK PLAN

          1.   Purpose.  This Katz Media Group,  Inc. 1997 Restricted Stock Plan
               -------
(the "Plan") is intended to advance the  interests of Katz Media Group,  Inc., a
Delaware corporation (the "Company"), its stockholders, its subsidiaries and its
affiliates by  encouraging  and enabling  inside  directors,  officers and other
employees  upon whose  judgment,  initiative  and effort the  Company is largely
dependent for the  successful  conduct of its business,  to acquire and retain a
proprietary interest in the Company by ownership of its stock.

          2.   Definitions.  For purposes of the Plan the following  terms shall
               -----------
have the indicated meanings unless the context clearly indicates otherwise:

               "Board" means the Board of Directors of the Company.

               "Cause"  means Cause as defined in the  Participant's  employment
contract with the Company or any  Subsidiary (if any), or, in the absence of any
such  contract  or  definition,  as  defined  in  the  Grant  Agreement  with  a
Participant  pursuant  to the Plan or, in the absence of any such  agreement  or
definition,  the following: (i) a Participant's willful and continued failure to
substantially  perform  his/her  duties with the Company in his/her  established
position  (provided such Participant has been given at least fifteen days' prior
written  notice  of such  failure  and such  failure  is  continuing  or  recurs
following  the end of such  fifteen day period);  (ii)  willful  conduct that is
foreseeably  and   significantly   injurious  to  the  Company  or  any  of  its
Subsidiaries,  monetarily or otherwise;  (iii) conviction for, or plea of guilty
or no contest to, a felony or a crime involving moral  turpitude;  (iv) abuse of
illegal drugs or other controlled  substances or habitual  intoxication;  or (v)
willful breach of the  obligations of such  Participant  under the  Shareholders
Agreement  dated as of August 12, 1994 among the  Company,  the DLJ Entities and
the other parties thereto, as amended from time to time.

               "Change in Control"  shall be deemed to have  occurred if: (i)(x)
any "person" or "group" (as such terms are used in Sections 3(a)(9) and 13(d)(3)
of  the  Exchange  Act)  other  than  (A)  the  DLJ  Entities,   the  Management
Shareholders (as such term is defined in the Shareholders  Agreement) or (B) any
"group"  (within the meaning of such  Section  13(d)(3)) of which any of the DLJ
Entities  is a  part,  acquires,  directly  or  indirectly,  by  virtue  of  the
consummation  of any purchase,  merger or other  combination,  securities of the
Company representing more than 50% of the combined voting power of the Company's
then outstanding  voting  securities with respect to matters submitted to a vote
of the  shareholders  generally  and (y) the DLJ  Entities  and their  Permitted
Transferees (as such term is defined in the Shareholders Agreement) shall be the
beneficial owner, directly or indirectly,  of securities  representing less than
30% of the  combined  voting  power of the  Company's  then  outstanding  voting
securities  with  respect to  matters  submitted  to a vote of the  shareholders
generally;  or (ii) a sale or transfer by the Company or any of its Subsidiaries
of  substantially  all  of  the  consolidated  assets  of the  Company  and  its
Subsidiaries  as an entity to any person or group which is not an  affiliate  of
the Company prior to such sale or transfer.

<PAGE>


               "Code" means the Internal Revenue Code of 1986, as amended.

               "Committee" means the committee  designated in Section 3 below to
administer the Plan.

               "Common Stock" means the Company's  Common Stock,  par value $.01
per share.

               "Disability"  means  Disability  as defined in the  Participant's
employment  contract or, in the absence of any such contract or  definition,  as
defined in the written  instrument that awards Shares to a Participant  pursuant
to the Plan or,  in the  absence  of any such  definition,  physical  or  mental
incapacity  resulting in such Participant being unable to substantially  perform
his duties for more than six consecutive months or an aggregate of six months in
any period of 24  consecutive  months as  determined  in writing by a  qualified
independent physician mutually acceptable to the Participant and the Company.

               "DLJ Entities"  means DLJ Merchant  Banking  Partners,  L.P., DLJ
International  Partners C.V., DLJ Offshore Partners,  C.V., DLJ Merchant Banking
Funding, Inc. and DLJ First ESC L.L.C.

               "Exchange Act" means the  Securities  Exchange Act of 1934, as it
may be amended from time to time.

               "Grant"  means a grant  of  Shares,  whether  or not  restricted,
pursuant to a written instrument that awards Shares to a Participant pursuant to
the Plan.  Grants may be awarded as a bonus,  in lieu of a cash bonus or through
surrender  or exchange  of the right to receive  cash  compensation,  all in the
discretion of the Committee.

               "Grant  Agreement"  means a written  instrument  relating  of the
Grant of Shares to a Participant pursuant to the Plan.

               "Non-Employee  Director" means a "non-employee  director" as that
term is used in Rule 16b-3  promulgated under the Exchange Act, or any successor
provision.

               "Participants"  means the  employees  and officers of the Company
and its Subsidiaries,  including directors of the Company who are also employees
of the Company.

               "Plan" means this Katz Media Group,  Inc. 1997  Restricted  Stock
Plan.

               "Retirement"  means  retirement (i) on or after age 55 with 20 or
more years of service, (ii) on or after age 60, or (iii) with the consent of the
Committee.

                                       2
<PAGE>

               "Shareholders  Agreement" means the Shareholders  Agreement dated
as of August 12, 1994 among the Company,  the DLJ Entities and the other parties
thereto, as amended from time to time.

               "Shares"  mean  shares of Common  Stock  which are  granted  to a
Participant pursuant to a Grant under the Plan.

               "Standard  Restrictions"  means those  restrictions  set forth in
Section 8(b) hereof.

               "Subsidiary"  means a  subsidiary  corporation  of the Company as
defined in Section 424(f) of the Code.

          3.   Administration  of the Plan. The Plan shall be  administered by a
               ---------------------------
committee  (the  "Committee")  composed of not less than two persons.  Only Non-
Employee  Directors  shall be  eligible  to serve as members  of the  Committee.
Unless and until the Board appoints a different  committee,  the Committee shall
be the  Compensation  Committee  of the Board.  The  Committee  shall report all
action taken by it to the Board which shall  review and ratify or approve  those
actions  which are required by law to be so reviewed and ratified or approved by
the Board.  The Committee shall have full and final authority in its discretion,
subject to the  provisions  of the Plan,  (a) to determine the  Participants  to
whom,  the time or times at which  Grants shall be made and the number of Shares
so granted;  (b) to construe and interpret the Plan; (c) to determine the terms,
restrictions  and  provisions  of  the  respective  Grants,  which  need  not be
identical, including, but without limitation, restrictions on Shares granted and
the amount and terms of the purchase price,  if any, of Shares granted;  and (d)
to make all other  determinations and take all other actions deemed necessary or
advisable  for the  proper  administration  of the Plan.  All such  actions  and
determinations  shall be  conclusively  binding  for all  purposes  and upon all
persons.

          4.   Number of Shares  Subject to the Plan. The total number of Shares
               -------------------------------------
available for Grants under the Plan may not exceed 600,000 subject to adjustment
upon  occurrence of any of the events  indicated in Section 6 hereof.  The Board
may, from time to time,  increase the number of Shares available for grant under
the Plan. The Shares to be delivered  under the Grants shall consist of treasury
Common Stock not  reserved  for any other  purpose.  Subject to  adjustment,  no
employee of the Company may receive  Grants under the Plan in any calendar  year
that relate to more than 100,000 Shares.

          5.   Lapsed Grants.  If a Grant, or any portion thereof,  is forfeited
               -------------
for any reason,  any Shares forfeited shall be available again for the making of
a later Grant hereunder.

          6.   Adjustment in  Capitalization.  In the event of any change in the
               -----------------------------
outstanding shares of Common Stock that occurs after approval of the Plan by the
stockholders  of the  Company  by  reason  of a  stock  dividend,  stock  split,
reorganization,   reclassification,   recapitalization,  merger,  consolidation,

                                       3
<PAGE>

combination,  acquisition, exchange of shares, or other similar change, then the
aggregate  number and class of shares or other  securities that may be issued or
transferred  pursuant to the Plan and the provisions,  terms,  and conditions of
each outstanding Grant affected thereby,  shall be adjusted appropriately by the
Committee, whose determination shall be conclusive.

          7.   Eligibility  and  Participation.  Grantees  of  Grants  shall  be
               -------------------------------
selected by the Committee from among those  Participants  who are recommended by
the Chief  Executive  Officer  of the  Company  and who,  in the  opinion of the
Committee,  are  officers,  employees  or  inside  directors  in a  position  to
contribute  to  the  Company's  continued  growth  and  development  and  to its
long-term success.

          8.   Grants of Restricted Stock.
               --------------------------  

               (a)  Grant of  Restricted  Stock.  Subject to the  provisions  of
          Section 7, the Committee,  at any time and from time to time, may make
          Grants to such Participants and in such amounts as it shall determine.
          Each Grant shall be made pursuant to a written  instrument  which must
          be executed by the grantee in order to be effective.

               (b)  Standard  Restrictions.  In addition to any other applicable
          provisions hereof and except as may otherwise be specifically provided
          in a Grant,  the  following  restrictions  in this  Section  8(b) (the
          "Standard  Restrictions")  shall apply to Grants made by the Committee
          for a period of twelve months from the date of the Grant:

                    (i)  No  shares  granted  pursuant  to a Grant  may be sold,
               transferred,   pledged,   assigned  or  otherwise   alienated  or
               hypothecated  until,  and to the  extent  that,  such  Shares are
               vested.

                    (ii) Shares granted pursuant to a Grant are 0% vested at the
               time the Grant is made and 100%  vested one year from the date of
               the Grant.

                    (iii)A Participant  shall forfeit all Shares not  previously
               vested,  if any,  at such  time as the  Participant  is no longer
               employed  by  the  Company   due  to  the   termination   of  the
               Participant's  employment  with the Company or any Subsidiary for
               Cause or due to the voluntary  termination by the  Participant of
               the  Participant's  employment by the Company or any  Subsidiary.
               All forfeited  Shares in the possession of the Participant  shall
               be returned to the Company.  Notwithstanding  any other provision
               of this Section 8(b) to the contrary,  a Participant  who has not
               previously  forfeited  any  nonvested  Shares  that  are  granted
               pursuant  to  a  Grant  shall  automatically  vest  in  any  such
               nonvested Shares upon the earliest of (x) the effective date of a
               Change in  Control,  (y) the  termination  by the  Company of the
               Participant's  employment  with the Company and all  Subsidiaries
               other than for Cause and (z) the Participant's death,  Disability
               or Retirement.

                                       4

<PAGE>


               (c)  Other    Restrictions.    Notwithstanding    the    Standard
                    ---------------------
          Restrictions  of Section  8(b) above,  the  Committee  may impose such
          other or different  restrictions  on any Shares granted as it may deem
          advisable  including,  without  limitation,  restrictions  relating to
          length of service, corporate performance,  attainment of individual or
          group performance objectives, resale restrictions and federal or state
          securities  laws,  and  may  legend  the   certificates   representing
          restricted Shares to give appropriate notice of such restrictions. Any
          such other or different  restrictions  shall be specifically set forth
          in the Grant Agreement.  In the event of any inconsistency between the
          terms of any written  employment  contract  between the Company or any
          Subsidiary and a Participant  and the provisions of Section  8(b)(iii)
          relating  to  a  voluntary  termination  by  the  Participant  of  the
          Participant's  employment with the Company and its  Subsidiaries,  the
          terms of such written employment contract shall prevail.

               (d)  Holding  of  Restricted  Shares.  Certificates  representing
                    -------------------------------
          Shares granted that are subject to  restrictions  shall be held by the
          Company  or,  if  the  Committee  so  specifies,   deposited   with  a
          third-party  custodian or trustee until lapse of all  restrictions  on
          the  Shares.  After such lapse,  certificates  for such Shares (or the
          vested  percentage  of such Shares)  shall be issued by the Company to
          the  Participant  who  received  the Grant of such  Shares;  provided,
          however, that the Company need not issue fractional Shares.

               (e)  Rights in Restricted Shares. During any applicable period of
                    --------------------------- 
          restriction, a Participant who has been granted Shares hereunder shall
          be the record owner  thereof and shall be entitled to vote such Shares
          and receive all dividends and other distributions paid with respect to
          such  Shares  while  they  are so  restricted.  However,  if any  such
          dividends or distributions  are paid in shares of Company stock during
          an applicable  period of  restriction,  the shares  received  shall be
          subject to the same  restrictions  as the Shares with respect to which
          they were issued.  Moreover,  the  Committee may provide in each Grant
          such other restrictions, terms and conditions as it may deem advisable
          with  respect to the  treatment  and  holding  of any  stock,  cash or
          property that is received in exchange for restricted Shares.

               (f)  Conflicting Provisions.  In case of any conflict between the
                    ----------------------
          provisions of this Plan and the provisions of a Grant,  the provisions
          of this Plan shall control.

               9.   Conditions  to  Grants.  The  making  of any  Grant  and the
                    ----------------------
issuance of any Shares to a Participant  shall be subject to the condition  that
if at  any  time  the  Company  shall  determine  in  its  discretion  that  the
satisfaction of withholding tax or other  withholding  liabilities,  or that the
listing,  registration,  or qualification  of any shares  otherwise  deliverable

                                       5

<PAGE>

hereunder  upon any  securities  exchange or under any state or federal  law, or
that the consent or approval of any  regulatory  body, is necessary or desirable
as a condition  of, or in  connection  with,  the delivery or purchase of Shares
pursuant hereto,  then in any such event,  such Grant or such issuance of Shares
shall  not  be  effective  unless  such  withholding,   listing,   registration,
qualification, consent, or approval shall have been effected or obtained free of
any conditions not acceptable to the Company.

               10. Amendment,  Suspension and Termination of Plan. The Board may
                   ----------------------------------------------
at any time suspend or terminate the Plan or any portion thereof or may amend it
from time to time in such respects as the Board may deem advisable in order that
the  Grants  granted  hereunder  may  conform to any change in the law or in any
other  respect  which  the  Board  may deem to be in the best  interests  of the
Company. No Grants may be granted during any suspension or after the termination
of the Plan. Except as provided in Section 11 hereof, no amendment,  suspension,
or termination of the Plan shall, without grantee's consent, alter or impair any
of the rights or obligations under any Grant theretofore granted to such grantee
under the Plan.

               11. Tax  Withholding.  The Committee may, in its sole discretion,
                   ----------------
(a) require a  Participant  to remit to the Company a cash amount  sufficient to
satisfy,  in whole or in part,  any  federal,  state and local  withholding  tax
requirements prior to the delivery of any certificate for vested Shares pursuant
to a Grant hereunder; (b) require a Participant to satisfy, in whole or in part,
any such withholding tax  requirements by having the Company,  upon any delivery
of vested Shares,  withhold from such Shares that number of full Shares having a
fair  market  value  equal to the amount or portion  of the amount  required  or
permitted to be withheld;  or (c) satisfy such withholding  requirements through
another lawful method.

               12. Code Section  83(b)  Elections.  Each  Participant  making an
                   ------------------------------ 
election  pursuant to Section  83(b) of the Code shall,  upon the making of such
election, promptly provide a copy of such election to the Company.

               13.  Employment.  Nothing  in this Plan shall  interfere  with or
                    ----------
limit in any way the right of the Company or any  Subsidiary  to  terminate  any
Participant's  employment at any time, nor confer upon any Participant any right
to continue in the employ of the Company or any  Subsidiary.  No employee of the
Company or a  Subsidiary  shall have the right to  receive a Grant,  or,  having
received a Grant, to again receive a Grant.

               14.  Effective  Date of the Plan.  The effective date of the Plan
                    ---------------------------         
is May 9, 1997, the date of its adoption by the Board.

               15.  Term.  No Grants may be made  under the Plan after  December
                    ----
31, 2000. The provisions of the Plan shall, however, continue to apply as to any
Grants made prior to such date.


Dated: May 9, 1997


                       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 4, 1997 for Katz Media Group,
Inc. (the "Company") and March 10, 1995 for Katz Media Corporation  appearing on
pages F-2 and F-3,  respectively,  of  the Company's  Annual Report on Form 10-K
for the year ended December 31, 1996.






Price Waterhouse LLP
New York, New York
May 12, 1997


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