SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
CUMULUS MEDIA INC.
(Name of Issuer)
Class A Common Stock, $.01 par value
(Title of Class of Securities )
231082108
(CUSIP NUMBER)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that
section of the Act, but shall be subject to all other
provisions of the Act (however, see the Notes).
<PAGE>
1) Name of Reporting Person CML Holdings, LLC
SS or IRS Identification
Nos. of Above Person
2) Check the Appropriate Box (a) X
of A Member of Group
(See Instructions) (b)
3) SEC Use Only
4) Citizenship or Place of Delaware
Organization
Number of (5) Sole Voting Power 1,703,422
Shares
Beneficially Owned (6) Shared Voting Power
by Each Reporting
Person With (7) Sole Dispositive Power 1,703,422
(8) Shared Dispositive Power
9) Aggregate Amount 1,703,422
Beneficially Owned by
Each Reporting Person
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
(See Instructions)
11) Percent of Class
Represented By
Amount in Row 9 16.7%, based on 8,575,504 Class A
shares outstanding and
assuming conversion of
reporting person's Class C
(high vote) shares into Class
A shares.
12) Type of Reporting
Person (See
Instructions) OO
<PAGE>
1) Name of Reporting Person Richard W. Weening
SS or IRS Identification
Nos. of Above Person
2) Check the Appropriate Box (a) X
of A Member of Group
(See Instructions) (b)
3) SEC Use Only
4) Citizenship or Place of United States
Organization
Number of (5) Sole Voting Power 2,201,367
Shares
Beneficially Owned (6) Shared Voting Power
by Each Reporting
Person With (7) Sole Dispositive Power 2,201,367
(8) Shared Dispositive Power
9) Aggregate Amount 2,201,367
Beneficially Owned by
Each Reporting Person
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
(See Instructions)
11) Percent of Class
Represented By
Amount in Row 9 20.5%, based on 8,575,504 Class A
shares outstanding and
assuming conversion of
reporting person's Class C
(high vote) shares into Class
A shares. Includes shares
held by CML Holdings, LLC and
Quaestus Management Corp, over
which Mr. Weening exercises
voting and dispositive power.
12) Type of Reporting
Person (See
Instructions) IN, HC
<PAGE>
1) Name of Reporting Person Quaestus Management Corp.
SS or IRS Identification
Nos. of Above Person
2) Check the Appropriate Box (a) X
of A Member of Group
(See Instructions) (b)
3) SEC Use Only
4) Citizenship or Place of Delaware
Organization
Number of (5) Sole Voting Power 438,313
Shares
Beneficially Owned (6) Shared Voting Power
by Each Reporting
Person With (7) Sole Dispositive Power 438,313
(8) Shared Dispositive Power
9) Aggregate Amount 438,313
Beneficially Owned by
Each Reporting Person
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
(See Instructions)
11) Percent of Class
Represented By
Amount in Row 9 4.9%, based on 8,575,504 Class A
shares outstanding and
assuming conversion of
reporting person's Class C
(high vote) shares into Class
A shares.
12) Type of Reporting
Person (See
Instructions) CO
<PAGE>
Item 1(a) Name of Issuer.
Cumulus Media Inc.
Item 1(b) Address of Issuer's Principal Executive Office's
111 East Kilbourn Avenue, Suite 2700
Milwaukee, Wisconsin 53202
Item 2(a) Names of Persons Filing.
CML Holdings, LLC
Quaestus Management Corp.
Richard W. Weening
Item 2(b) Address of Principal Business Office:
111 E. Kilbourn Avenue, Suite 2700
Milwaukee, WI 53202
Item 2(c) Citizenship:
CML Holdings, LLC is a Delaware limited
liability company; Quaestus Management Corp.
is a Delaware corporation; Mr. Weening is a
United States citizen.
Item 2(d) Title of Class of Securities.
Class A Common Stock, $.01 par value
Item 2(e) CUSIP Number.
231082108
Item 3 If this statement is filed pursuant to Rule
13d-1(b), or 13d-2(b) or (c), check whether
the person filing is a:
(a) ___ Broker or dealer
registered under Section 15 of the
Act (15 U.S.C. 78o).
(b) ___ Bank as defined in
Section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) ___ Insurance company as
defined in Section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) ___ Investment company
registered under Section 8 of the
Investment Company Act of 1940
(15 U.S.C. 80a-8).
(e) ___ An investment
adviser in accordance with 240.13d-
1(b)(1)(ii)(E);
<PAGE>
(f) ___ An employee benefit
plan or endowment fund in
accordance with 240.13d-(b)(1)(ii)(F);
(g) ___ A parent holding
company or control person in
accordance with 240.13d-1(b)(ii)(G);
(h) ___ A savings association as defined
in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i) ___ A church plan that is excluded from
the definition of an investment company
under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) ___ Group, in accordance
with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a) See Row 9 of each reporting person's cover page.
(b) See Row 11 of each reporting person's cover page.
(c) Each reporting person has sole voting
and dispositive power over the indicated
shares.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported On By the Parent
Holding Company.
Not Applicable
Item 8. Identification and Classification of Members
of the Group.
Cumulus Holdings, LLC;
Quaestus Management Corp.;
Richard W. Weening.
Item 9. Notice of Dissolution of the Group.
Not Applicable
<PAGE>
Item 10. Certification.
Not applicable.
After reasonable inquiry and to the best of my
knowledge and believe, I certify that the information
set forth in this statement is true, complete and
correct.
February 15, 1999
- -----------------
Date
CML HOLDINGS, LLC
By:/s/ Richard W. Weening
-------------------------------
Richard W. Weening, President
Quaestus Management Corp.
the Managing Member
/s/ Richard W. Weening
- ----------------------------------
Richard W. Weening
QUAESTUS MANAGEMENT CORP.
By:/s/ Richard W. Weening
---------------------------------
Richard W. Weening, President
RULE 13d-1 (f)(1)
The undersigned, on this 15th day of February,
1998 agree and consent to the joint filing on behalf of
this Schedule 13G in connection with their beneficial
ownership of the common stock of Cumulus Media Inc.
CML HOLDINGS, LLC
By:/s/ Richard W. Weening
------------------------------
Richard W. Weening
President, Quaestus Management Corp.,
the Managing Member
QUAESTUS MANAGEMENT CORP.
By:/s/ Richard W. Weening
--------------------------------
Richard W. Weening, President
/s/ Richard W. Weening
-----------------------------------
Richard W. Weening
