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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
AMENDMENT NO. 3
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 wholly-owned subsidiary of Chancellor Media Corporation,
a Delaware corporation ("Chancellor Media" or "Parent") formerly known as
Evergreen Media Corporation, a Delaware corporation, 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 September 25, 1997, the Parent 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 October 24, 1997. The Offer had previously been
scheduled to expire at 5:00 p.m., New York City time, on Thursday, September 25,
1997. The Offer is being extended as the condition to the Offer regarding the
expiration or termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, has not yet been satisfied.
A copy of the press release issued by the Parent and the Purchaser announcing
the extension of the Offer is attached hereto as Exhibit Q and incorporated
herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Q - Press Release issued by the Parent and the Purchaser dated
September 25, 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: September 26, 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 NEWS ANNOUNCEMENT
CONTACT:
Matthew E. Devine Joseph N. Jaffoni
Chief Financial Officer David C. Collins
Chancellor Media Corporation Jaffoni & Collins Incorporated
972/869-9020 212/505-3015 or [email protected]
CHANCELLOR MEDIA EXTENDS OFFER FOR KATZ MEDIA GROUP
Irving, Texas: September 25, 1997 - Chancellor Media Corporation (Nasdaq: AMFM)
announced today that it has extended the expiration date of the cash tender
offer of its wholly 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 Friday, October 24, 1997. The offer had previously been scheduled to expire
at 5:00 p.m., New York City time, on Thursday, September 25, 1997. As of 5:00
p.m., New York City time, on September 25, 1997, 12,943,403 shares of Katz
Media common stock had been validly tendered and not withdrawn in the offer.
As previously announced, Chancellor 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 as the condition to the
offer regarding the expiration or termination of the Hart-Scott-Rodino waiting
period has not yet been satisfied. Chancellor Media currently intends to
comply with the request for additional information during the week of September
29, 1997.
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 Media owns and operates radio stations across the United States.
