<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
AMENDMENT NO.1
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
<PAGE> 2
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 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended to add the following paragraph:
On August 5, 1997 Evergreen received a request for additional
information (a "Second Request") from the United States Department of Justice
with respect to its filing under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 (the "HSR Act") regarding the proposed acquisition of the Company by
the Purchaser. The Second Request will extend the waiting period under the HSR
Act for a period of ten calendar days following the date that Evergreen
substantially complies with the Second Request. No purchase of the Shares of the
Company may be consummated until the waiting period expires or is terminated.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit O - Joint Press Release issued by the Parents and the Company
dated August 6, 1997.
<PAGE> 3
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 6, 1997
KATZ MEDIA GROUP, INC.
By: /s/ Richard E. Vendig
------------------------------
Name: Richard E. Vendig
Title: Senior Vice President,
Chief Financial &
Administrative Officer,
Treasurer
<PAGE> 1
EXHIBIT O
FOR IMMEDIATE RELEASE
EVERGREEN MEDIA CORPORATION, CHANCELLOR BROADCASTING COMPANY
AND KATZ MEDIA GROUP ANNOUNCE REQUEST FOR INFORMATION
FROM JUSTICE DEPARTMENT IN CONNECTION
WITH THE ACQUISITION OF KATZ MEDIA GROUP
IRVING and DALLAS, Texas; NEW YORK, New York: August 6, 1997 - Evergreen Media
Corporation (Nasdaq: EVGM), Chancellor Broadcasting Company (Nasdaq: CBCA), and
Katz Media Group, Inc. (AMEX: KTZ) announced today that Evergreen Media has
received a request for additional information from the United States Department
of Justice with respect to its filings under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 for the acquisition of Katz Media by Evergreen Media
and Chancellor Broadcasting. As previously announced, on July 18, 1997 a
jointly owned subsidiary of Evergreen Media and Chancellor Broadcasting
commenced a cash tender offer to acquire any and all outstanding shares of
common stock of Katz Media at a price of $11.00 per share.
The request for additional information will extend the waiting period under the
Hart-Scott-Rodino Act for ten calendar days following the date that Evergreen
Media substantially complies with the request for additional information. No
purchase of Katz Media securities may be consummated until the waiting period
expires or is terminated. Evergreen Media intends to comply with the request
for additional information as expeditiously as practicable.
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.
CONTACT:
Matthew E. Devine Richard E. Vendig Joseph N. Jaffoni
Chief Financial Officer Chief Financial & David C. Collins
Evergreen Media Corporation Administrative Officer Jaffoni & Collins
972/869-9020 Katz Media Group, Inc. Incorporated
212/424-6290 212/505-3015
# # #
