As filed with the Securities and Exchange Commission on July 10, 1997
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KATZ MEDIA GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3779269
(State or 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)
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KATZ MEDIA GROUP, INC.
SAVINGS AND PROFIT SHARING PLAN
(Full Title of the Plan)
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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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
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 per 205,000 shares $6.125 $1,255,625 $380.49
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 July 3,
1997.
</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.
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<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)
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,
4
<PAGE>
unenforceable. In the event that a 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
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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 July 10, 1997.
KATZ MEDIA GROUP, INC.
By: /S/ RICHARD E. VENDIG
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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 Officer July 10, 1997
- ------------------- and Director
Thomas F. Olson
/S/ JAMES E. BELOYIANIS Vice President, Secretary July 10, 1997
- ----------------------- and Director
James E. Beloyianis
/S/ RICHARD E. VENDIG Senior Vice President, Chief July 10, 1997
- --------------------- Financial & Administrative
Richard E. Vendig Officer, Treasurer (Principal
Financial and Accounting Officer)
<PAGE>
/S/ STUART O. OLDS Vice President, Assistant July 10, 1997
- ------------------ Secretary and Director
Stuart O. Olds
Chairman of the Board July __, 1997
- ----------------- of Directors
Thompson Dean
/S/ MICHAEL CONNELLY Director July 10, 1997
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Michael Connelly
Director July __, 1997
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Thomas J. Barry
Director July __, 1997
- ---------------------
Steven J. Gilbert
Director July __, 1997
- --------------
Bob Marbut
/S/ DAIV M. WITTELS Director July 9, 1997
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David M. Wittels
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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)
23(a) Consent of Price Waterhouse LLP, independent
accountants
24 Power of Attorney (included on signature page of this
document)
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.
/S/ PRICE WATERHOUSE LLP
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Price Waterhouse LLP
New York, New York
July 9, 1997