UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (AMENDMENT NO. 2) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 Commission File Number 1-13674 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 Identification No.) incorporation or organization) 125 West 55th Street, New York, New York 10019 (Address of principal executive offices - Zip Code) (212) 424-6000 (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No At July 26, 1996 13,675,160 shares of the Registrant's common stock were outstanding. INDEX PAGE Item 1 - Financial Statements - ------ Consolidated Balance Sheets............................................ 2 Consolidated Statements of Operations.................................. 3 Consolidated Statements of Cash Flows.................................. 4 Notes to Consolidated Financial Statements............................. 5 Item 2 - Management's Discussion and Analysis of - ------ Financial Condition and Results of Operations..................... 6-8 Part II Other Information ----------------- Item 1 - Legal Proceedings................................................. 9 - ------ Item 4 - Submission of Matters to a Vote of Security Holders............... 9 - ------ Signatures................................................................. 10 Financial Data Schedule.................................................... 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: August 8, 1996 KATZ MEDIA GROUP, INC. By: /s/ Thomas F. Olson By: /s/ Richard E. Vendig ---------------------- ----------------------- Thomas F. Olson Richard E. Vendig President and Senior Vice President Chief Executive Officer and Director Chief Financial & Administrative Officer, Treasurer