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
