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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. 1)
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(e) of the Schedule 14D-1 is hereby amended to read as follows:
On August 5, 1997, Evergreen 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, as amended (the "HSR
Act"), regarding the Offer. The request for additional information will extend
the waiting period under the HSR Act for ten calendar days following the date
that Evergreen substantially complies with the request for additional
information, and no purchase of Shares may be consummated until the waiting
period expires or is terminated. A copy of the joint press release issued by the
Parents and Purchaser and by the Company announcing the receipt of the request
for additional information is attached hereto as Exhibit (a)(9) and incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(9) -- Text of Press Release issued jointly by the Parents and
Purchaser and by the Company, dated August 6, 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 statement is true, complete and correct.
Dated: August 6, 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)(9) -- Text of Press Release issued jointly by the Parents and
Purchaser and by the Company, dated August 6, 1997.
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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
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