-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UeAsEOXl+p7c33TbcMz3VetYNbCcCSnjBMmWjZBHYlU7Aqxb/v2DqsoKyDAiLKSM J8qmRkDh5fuuccoYfx0mSQ== 0000950134-97-006913.txt : 19970927 0000950134-97-006913.hdr.sgml : 19970927 ACCESSION NUMBER: 0000950134-97-006913 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970919 SROS: NONE GROUP MEMBERS: CHANCELLOR MEDIA CORP OF LOS ANGELES GROUP MEMBERS: MORRIS ACQUISITION CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KATZ MEDIA GROUP INC CENTRAL INDEX KEY: 0000934494 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 133779266 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-45249 FILM NUMBER: 97683232 BUSINESS ADDRESS: STREET 1: 125 W 55TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124246000 FORMER COMPANY: FORMER CONFORMED NAME: AATZ MEDIA GROUP INC DATE OF NAME CHANGE: 19950505 FORMER COMPANY: FORMER CONFORMED NAME: KATZ CAPITAL CORP DATE OF NAME CHANGE: 19941220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHANCELLOR MEDIA CORP OF LOS ANGELES CENTRAL INDEX KEY: 0000894972 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 752451687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 433 EAST LAS COLINAS BLVD STREET 2: STE 1130 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9728699020 MAIL ADDRESS: STREET 1: 433 E LAS COLINAS STREET 2: STE 1130 CITY: IRVING STATE: TX ZIP: 75039 FORMER COMPANY: FORMER CONFORMED NAME: CHANCELLOR MEDIA CORP DATE OF NAME CHANGE: 19970905 FORMER COMPANY: FORMER CONFORMED NAME: EVERGREEN MEDIA CORP DATE OF NAME CHANGE: 19930326 SC 14D1/A 1 AMENDMENT NO. 3 TO SCHEDULE 14D1 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- SCHEDULE 14D-1 TENDER OFFER STATEMENT (PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) (AMENDMENT NO. 3) KATZ MEDIA GROUP, INC. (Name of Subject Company) CHANCELLOR 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) --------------------- SCOTT K. GINSBURG PRESIDENT AND CHIEF EXECUTIVE OFFICER CHANCELLOR MEDIA CORPORATION 433 EAST LAS COLINAS BOULEVARD, SUITE 1130 IRVING, TX 75039 (972) 869-9020 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) --------------------- Copy To: MARK D. GERSTEIN, ESQ. LATHAM & WATKINS 5800 SEARS TOWER CHICAGO, IL 60606 (312) 876-7700 ================================================================================ 2 SCHEDULE 14D-1 CUSIP NO. 486112105 PAGE 2 OF 5 PAGES - -------------------------------------------------------------------------------- (1) Name of reporting persons: Chancellor Media Corporation* S.S. or I.R.S. Identification No. of above person: 75-2247099 - -------------------------------------------------------------------------------- (2) Check the appropriate box if a member of a group (see instructions): (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC use only - -------------------------------------------------------------------------------- (4) Source of funds (see instructions): BK - -------------------------------------------------------------------------------- (5) Check box if disclosure of legal proceedings is required pursuant to Items 2(e) or 2(f) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or place of organization: Delaware - -------------------------------------------------------------------------------- (7) Aggregate amount beneficially owned by each reporting person: 0 - -------------------------------------------------------------------------------- (8) Check box if the aggregate amount in Row (7) excludes certain shares (see instructions): [ ] - -------------------------------------------------------------------------------- (9) Percent of class represented by amount in Row (7): 0% - -------------------------------------------------------------------------------- (10) Type of reporting person (see instructions): CO - -------------------------------------------------------------------------------- - --------------- * Chancellor Media Corporation is the new corporate name of Evergreen Media Corporation. This sheet is being filed to evidence such name change and to reflect the merger of Chancellor Broadcasting Company with and into an affiliate of this reporting person, each in connection with the transactions described herein. 3 TENDER OFFER Morris Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Chancellor Media Corporation, a Delaware corporation ("Chancellor Media" or "Parent"), formerly known as Evergreen Media Corporation ("Evergreen"), and Parent 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 2. IDENTITY AND BACKGROUND. ITEM 10. ADDITIONAL INFORMATION. Items 2(a)-(d) and 10(f) of the Schedule 14D-1 are hereby amended and supplemented to add the following information: On September 5, 1997, Evergreen consummated those transactions previously described in the Offer to Purchase pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of February 19, 1997 and amended and restated as of July 31, 1997 (the "Chancellor/Evergreen Merger Agreement"), by and among Chancellor Broadcasting Company ("Chancellor"), Evergreen, Chancellor Radio Broadcasting Company ("CRBC"), Evergreen Media Corporation of Los Angeles ("EMCLA"), and Evergreen Mezzanine Holdings Corporation ("EMHC"), including, among other transactions, (i) the merger of Chancellor with and into EMHC, a direct, wholly owned subsidiary of Evergreen, with EMHC remaining as the surviving corporation, and (ii) the merger of CRBC with and into EMCLA, a direct, wholly owned subsidiary of EMHC, with EMCLA remaining as the surviving corporation (all such transactions collectively referred to herein as the "Chancellor/Evergreen Merger"). As of the effective date of the Chancellor/Evergreen Merger, among other things, Evergreen changed its corporate name to Chancellor Media Corporation ("Chancellor Media"), EMHC changed its corporate name to Chancellor Mezzanine Holdings Corporation ("CMHC"), EMCLA changed its corporate name to Chancellor Media Corporation of Los Angeles ("CMCLA") and Chancellor and CRBC ceased to exist as separate corporate entities. The Chancellor/Evergreen Merger and the transactions consummated in connection therewith are more fully described in the Current Report on Form 8-K filed jointly by Chancellor Media and CMCLA on September 17, 1997, which document is incorporated herein by reference. The Chancellor/Evergreen Merger Agreement is incorporated herein by reference to Exhibit (c)(5) attached hereto. Pursuant to the Chancellor/Evergreen Merger Agreement, four of Evergreen's directors -- Matthew E. Devine, Kenneth J. O'Keefe, Joseph Sitrick and Eric L. Bernthal -- resigned from the Board of Directors of Evergreen (the "Evergreen Board") as of the effective date of the Chancellor/Evergreen Merger. Simultaneously therewith, the remaining members of the Evergreen Board -- Scott K. Ginsburg, James E. de Castro, Thomas J. Hodson and Perry Lewis -- fixed the size of the Board of Directors of Chancellor Media (the "Chancellor Media Board") at ten and elected six members of the Board of Directors of Chancellor -- Thomas O. Hicks, Steven Dinetz, Eric C. Neuman, John H. Massey, Jeffrey A. Marcus and Lawrence D. Stuart, Jr. -- to fill the vacancies on the Chancellor Media Board. The following individuals were subsequently elected as officers of Chancellor Media by the Chancellor Media Board: Thomas O. Hicks -- Chairman of the Board Scott K. Ginsburg -- President and Chief Executive Officer James E. de Castro -- Co-Chief Operating Officer Steven Dinetz -- Co-Chief Operating Officer Matthew E. Devine -- Chief Financial Officer and Chief Accounting Officer, Secretary
3 4 The information required by Item 2(a)-(d) of the Schedule 14D-1 with respect to each of the foregoing executive officers and directors of Chancellor Media has previously been included in Annex I to the Offer to Purchase. As a result of the Chancellor/Evergreen Merger, the Joint Bidding Agreement dated July 14, 1997 by and among Chancellor, Evergreen, HM2/Chancellor, L.P., a Delaware limited partnership, and Purchaser (the "Joint Bidding Agreement"), a copy of which is attached as Exhibit (c)(4) to the Schedule 14D-1 and incorporated herein by reference, terminated by its terms as of September 5, 1997. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 4 of the Schedule 14D-1 is hereby amended and supplemented to add the following information: All funds necessary to consummate the transactions contemplated by the Offer and the Merger will be obtained by Purchaser through a capital contribution from Chancellor Media. As of the effective date of the Chancellor/Evergreen Merger, the Joint Bidding Agreement terminated and Chancellor and CRBC ceased to exist as separate corporate entities. Chancellor's portion of the funding of the Offer and the Merger will now be funded by Chancellor Media, which plans to obtain the necessary funds for such capital contribution from borrowings under the Senior Credit Facility. As previously disclosed, the Senior Credit Facility was modified by its terms upon consummation of the Chancellor/Evergreen Merger to provide for an increase in the reducing revolving credit facility portion thereof from $1.25 billion to $1.60 billion and in the term loan portion thereof from $500.0 million to $900.0 million. In addition, as previously disclosed, all amounts outstanding under the CRBC Credit Agreement were refinanced by CMCLA in connection with the Chancellor/Evergreen Merger using funds drawn from the Senior Credit Facility. Upon such refinancing, each of the banks and financial institutions which had participated in the CRBC Credit Facility acquired a share in the Senior Credit Facility, as so increased, corresponding to their interest in the CRBC Credit Agreement. It is currently anticipated that CMCLA will borrow all funds necessary to consummate the transactions contemplated by the Offer and the Merger under the reducing revolving credit component of the Senior Credit Facility, that CMCLA will distribute such funds to CMHC in the form of a dividend, that CMHC will then distribute such funds to Chancellor Media in the form of a dividend and that Chancellor Media will in turn contribute such funds as a capital contribution to Purchaser. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(11) -- Text of Press Release issued by Chancellor Media, dated September 5, 1997 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Chancellor Media and CMCLA dated September 5, 1997 and filed September 17, 1997). (c)(5) -- Amended and Restated Agreement and Plan of Merger by and among Evergreen, Chancellor, CRBC, EMCLA and EMHC, dated as of February 19, 1997 and amended and restated as of July 31, 1997 (incorporated by reference to Exhibit 2.41 to the Current Report on Form 8-K of Chancellor Media and CMCLA dated September 5, 1997 and filed September 17, 1997).
4 5 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: September 19, 1997 MORRIS ACQUISITION CORPORATION By: /s/ SCOTT K. GINSBURG ---------------------------------- Name: Scott K. Ginsburg Title: President and Chief Executive Officer CHANCELLOR MEDIA CORPORATION By: /s/ SCOTT K. GINSBURG ---------------------------------- Name: Scott K. Ginsburg Title: President and Chief Executive Officer 6 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- (a)(11) -- Text of Press Release issued by Chancellor Media, dated September 5, 1997 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Chancellor Media and CMCLA dated September 5, 1997 and filed September 17, 1997). (c)(5) -- Amended and Restated Agreement and Plan of Merger by and among Evergreen, Chancellor, CRBC, EMCLA and EMHC, dated as of February 19, 1997 and amended and restated as of July 31, 1997 (incorporated by reference to Exhibit 2.41 to the Current Report on Form 8-K of Chancellor Media and CMCLA dated September 5, 1997 and filed September 17, 1997).
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