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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 2)
KATZ MEDIA GROUP, INC.
(Name of Subject Company)
CHANCELLOR BROADCASTING COMPANY
EVERGREEN MEDIA CORPORATION
MORRIS ACQUISITION CORPORATION
(Bidders)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
486112105
(CUSIP Number of Class of Securities)
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STEVEN DINETZ SCOTT K. GINSBURG
PRESIDENT AND CHIEF EXECUTIVE OFFICER CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
CHANCELLOR BROADCASTING COMPANY EVERGREEN MEDIA CORPORATION
12655 NORTH CENTRAL EXPRESSWAY, SUITE 405 433 EAST LAS COLINAS BOULEVARD, SUITE 1130
DALLAS, TX 75243 IRVING, TX 75039
(972) 239-6220 (972) 869-9020
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of Bidders)
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Copy To:
MARK D. GERSTEIN, ESQ.
LATHAM & WATKINS
5800 SEARS TOWER
CHICAGO, IL 60606
(312) 876-7700
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TENDER OFFER
Morris Acquisition Corporation, a Delaware corporation ("Purchaser") and a
jointly owned subsidiary of Chancellor Broadcasting Company, a Delaware
corporation ("Chancellor"), and Evergreen Media Corporation, a Delaware
corporation ("Evergreen" and together with Chancellor, the "Parents"), and the
Parents hereby amend and supplement their Tender Offer Statement on Schedule
14D-1 (the "Schedule 14D-1"), filed with the Securities and Exchange Commission
on July 18, 1997, with respect to the offer to purchase any and all outstanding
shares of Common Stock, par value $.01 per share (the "Shares"), of Katz Media
Group, Inc., a Delaware corporation, for a purchase price of $11.00 per share,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated July 18, 1997 and in
the related Letter of Transmittal (which, as amended and supplemented from time
to time, together constitute the "Offer"). Capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Schedule 14D-1 is hereby amended to read as follows:
On August 14, 1997, the Parents and Purchaser issued a press release which
announced the extension of the expiration date of the Offer 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. 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 Purchaser announcing the extension of the Offer is attached hereto
as Exhibit (a)(10) and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(10) -- Text of Press Release issued by the Parents and
Purchaser, dated August 14, 1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this amendment is true, complete and correct.
Dated: August 15, 1997 MORRIS ACQUISITION CORPORATION
By: /s/ SCOTT K. GINSBURG
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Name: Scott K. Ginsburg
Title: President and Chief
Executive Officer
EVERGREEN MEDIA CORPORATION
By: /s/ SCOTT K. GINSBURG
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Name: Scott K. Ginsburg
Title: Chairman of the Board and
Chief Executive Officer
CHANCELLOR BROADCASTING COMPANY
By: /s/ STEVEN DINETZ
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Name: Steven Dinetz
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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(a)(10) -- Text of Press Release issued by the Parents and
Purchaser, dated August 14, 1997.
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EXHIBIT (a)(10)
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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