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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
AMENDMENT NO. 2
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 jointly owned subsidiary of Chancellor Broadcasting Company,
a Delaware corporation ("Chancellor") and Evergreen Media Corporation, a
Delaware corporation ("Evergreen") (each of Chancellor and Evergreen, a "Parent"
and collectively, the "Parents"), 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:
On August 14, 1997, the Parents and the Purchaser issued a press release
which announced the extension of the Expiration Date of the Offer until 5:00
p.m., New York City time, on September 25, 1997. The Offer had previously been
scheduled to expire at 12:00 midnight, New York City time, on Thursday, August
14, 1997. The extension of the Offer will afford Evergreen additional time to
comply with the request for additional information received by Evergreen from
the United States Department of Justice on August 5, 1997 with respect to its
filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, in connection with the Offer. A copy of the press release issued by the
Parents and the Purchaser announcing the extension of the Offer is attached
hereto as Exhibit P and incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit P - Press Release issued by the Parents and the Purchaser dated
August 14, 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: August 15, 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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FOR IMMEDIATE RELEASE
CONTACT:
Matthew E. Devine Joseph N. Jaffoni
Chief Financial Officer David C. Collins
Evergreen Media Corporation Jaffoni & Collins Incorporated
972/869-9020 212/505-3015
EVERGREEN MEDIA AND CHANCELLOR BROADCASTING
EXTEND OFFER FOR KATZ MEDIA GROUP
Irving and Dallas, Texas, August 14, 1997 -- Evergreen Media Corporation
(Nasdaq: EVGM) and Chancellor Broadcasting Company (Nasdaq: CBCA) announced
today that they have extended the expiration date of the cash tender offer of
their jointly owned subsidiary, Morris Acquisition Corporation, to acquire any
and all outstanding shares of common stock of Katz Media Group, Inc. (AMEX:
KTZ) at a price of $11.00 per share to 5:00 p.m., New York City time, on
Thursday, September 25, 1997. The offer had previously been scheduled to expire
at 12:00 midnight, New York City time, on Thursday, August 14, 1997. As of 5:00
p.m., New York City time, on August 14, 1997, 12,813,130 shares of Katz Media
common stock had been validly tendered and not withdrawn in the offer.
As previously announced, Evergreen Media received a request for additional
information from the United States Department of Justice with respect to its
filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in
connection with the offer. The offer is being extended in order to afford
Evergreen Media additional time to comply with the request for additional
information.
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 Broadcasting and Evergreen Media own and operate radio stations
across the United States.
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