As filed with the Securities and Exchange Commission on December 7, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CUMULUS MEDIA INC.
(Exact Name of Registrant as Specified in its Charter)
Illinois 36-4159663
(State of (I.R.S. Employer
Incorporation) Identification
Number)
111 East Kilbourn Avenue, Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices) (Zip Code)
CUMULUS MEDIA INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Richard W. Weening, Executive Chairman
Lewis W. Dickey, Jr., Executive Vice Chairman
Cumulus Media Inc.
111 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
(Name and Address of Agent for Service)
(414) 615-2800
(Telephone Number, including area code, of Agent for
Service)
Copy to:
Patricia L. Leiker
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202-3590
(414) 273-3500
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering aggregate registration
to be registered registered price offering fee (1)
per share (1) price
Class A Common 1,000,000 N/A $ 12,625,000 $ 3,509.75
Stock
(1) The registration fee with respect to the Class A
Common Stock was calculated pursuant to Rule 457(c) and
(h) under the Securities Act of 1933, as amended (the
"Securities Act"). The registration fee is based on
the average of the high and low price per share of
Cumulus Media Inc. Class A Common Stock on December 2,
1998 on the Nasdaq National Market, as reported in the
Midwest Edition of The Wall Street Journal on December 3,
1998 ($12.625).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by
reference in this Registration Statement:
(a) The Registrant's latest prospectus
filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the
"Securities Act");
(b) The Registrant's Current Report on
Form 8-K filed July 17, 1998, and the
Registrant's Amendment No. 1 to Current
Report on Form 8-K/A filed August 13,
1998;
(c) The Registrant's Quarterly Reports on
Form 10-Q for the quarters ended June 30
and September 30, 1998; and
(d) The description of the Registrant's
Class A common stock, $0.01 par value
contained in the Registrant's Registration
Statement on Form 8-A filed June 24, 1998
pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the
"Exchange Act"), and any amendment or
report filed for the purpose of updating
such description.
All documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that
all shares offered have been sold or which
deregisters all securities then remaining unsold,
shall be deemed incorporated by reference in this
Registration Statement and to be part hereof from
the date of filing such documents.
Item 6. Indemnification of Directors and Officers.
The general effect of the provisions in the
Registrant's Articles of Incorporation and
Illinois Law is to provide that the Registrant
shall indemnify its directors and officers against
all liabilities and expenses actually and
reasonably incurred in connection with the defense
or settlement of any threatened, pending or
completed action, suit or proceeding (whether
civil, criminal, administrative or investigative)
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 opposed to
the best interests of the Registrant. With
respect to legal proceedings by or in the right of
the Registrant in which a director or officer is
adjudged liable for improper performance of his
duty to the Registrant or another enterprise which
such person served in a similar capacity at the
request of the Registrant, indemnification is
limited by such provisions of that amount which is
permitted by the court.
The Registrant maintains officers' and
directors' liability insurance which insures
against liabilities that officers and directors of
the Registrant may incur in such capacities. The
Registrant has also entered into indemnification
agreements with its directors and officers.
Item 8. Exhibits.
4 Cumulus Media Inc. 1998 Employee Stock
Purchase Plan.
5 Opinion of Godfrey & Kahn, S.C.
regarding legality of the Common Stock being
registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of KPMG Peat Marwick LLP.
<PAGE>
23.3 Consent of Plante & Moran, LLP.
23.4 Consent of Johnson, Miller & Co. (New
Frontier Communications, Inc.)
23.5 Consent of Johnson, Miller & Co. (KLUR, KQXC,
KYYI Radio)
23.6 Consent of McGladrey & Pullen, LLP.
23.7 Consent of Godfrey & Kahn, S.C., included in
Exhibit 5.
Item 9. Undertakings.*
The Registrant hereby undertakes:
(a) (1) To file, during any period in which
offers or sales are being made, a post-
effective amendment to this Registration
Statement 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.
(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.
(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) (4) 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 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.
(h) (5) 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 provisions of Item 6 of this
Registration Statement, or otherwise, the
Registrant has been advised that in the
opinion of the Securities and Exchange
Commission such indemnification is against
public policy as expressed in the Securities
Act and is, therefore, 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 Securities Act and
will be governed by the final adjudication of
such issue.
____________________
*Paragraphs correspond to Item 512 of Regulation S-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, the Registrant certifies that it
has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized,
in the City of Milwaukee, State of Wisconsin, on
November 23, 1998.
CUMULUS MEDIA INC.
By:/s/ Richard W. Weening
------------------------
Richard W. Weening
Executive Chairman
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by
the following persons in the capacities and on the
dates indicated.
/s/ Richard W. Weening Date: November 23, 1998
- ---------------------------
Richard W. Weening
Executive Chairman,
Treasurer and Director
/s/ Lewis W. Dickey, Jr. Date: November 23, 1998
- ---------------------------
Lewis W. Dickey, Jr.
Executive Vice Chairman
and Director
/s/ William M. Bungeroth Date: November 23, 1998
- ---------------------------
William M. Bungeroth
President and Director
/s/ Richard J. Bonick, Jr. Date: November 23, 1998
- ----------------------------
Richard J. Bonick, Jr.
Vice President and Chief
Financial Officer
(Principal Accounting Officer)
/s/ Robert H. Sheridan, III Date: November 23, 1998
- ------------------------------
Robert H. Sheridan, III
Director
/s/ Ralph B. Everett Date: November 23, 1998
- -------------------------------
Ralph B. Everett
Director
<PAGE>
EXHIBIT INDEX
Exhibits
4 Cumulus Media Inc. 1998 Employee Stock
Purchase Plan.
5 Opinion of Godfrey & Kahn, S.C.
regarding legality of the Common Stock being
registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Plante & Moran, LLP
23.4 Consent of Johnson, Miller & Co. (New
Frontier Communications, Inc.)
23.5 Consent of Johnson, Miller & Co. (KLUR, KQXC,
KYYI Radio)
23.6 Consent of McGladrey & Pullen, LLP.
23.7 Consent of Godfrey & Kahn, S.C., included in
Exhibit 5.
CUMULUS MEDIA INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of this Plan is to
provide eligible employees of Cumulus Media Inc. (the
"Company") and its Subsidiaries (as defined in
Paragraph 12 hereof) (collectively, the "Employer"),
with an opportunity to purchase $.01 par value Class A
common stock of the Company (the "Class A Common
Stock") through annual offerings to be made commencing
on the 1st day of January, 1999 (the "Effective Date of
the Offering"), and thus develop a stronger incentive
to work for the continued success of the Employer. The
aggregate number of shares of Common Stock authorized
to be sold pursuant to options granted under this Plan
is 1,000,000 shares, subject to adjustment as provided
in Paragraph 17 hereof. In computing the number of
shares available for grant, any shares relating to
options which are granted, but which subsequently
lapse, are canceled, or are otherwise not exercised by
the final date for exercise, shall be deemed available
for future grants of options. The Plan is intended to
qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1986, as
amended (the" Code") and, therefore, the provisions of
the Plan shall be construed so as to govern
participation in a manner consistent with the
requirements of Section 423(b) of the Code.
2. Administration. The Plan shall be
administered by the Compensation Committee of the Board
of Directors of the Company (the "Committee"). Any
expenses of the Committee shall be paid by the Company.
The Committee may adopt regulations not inconsistent
with the provisions of this Plan for the administration
thereof, and its interpretation and construction of the
Plan and the regulations shall be final, conclusive and
binding on all participants in the Plan.
3. Eligibility.
(a) All employees of the Employer will be
eligible to participate in the Plan, provided they
have a minimum period of continuous service with
the Employer of six (6) months as of the Effective
Date of the Offering, subject to the additional
limitations imposed herein.
(b) Any provision of this Plan to the
contrary notwithstanding, no employee shall be
granted an option:
(i) if, immediately after the grant,
such employee would own, and/or hold
outstanding options to purchase stock
possessing 5% or more of the total combined
voting power or value of all classes of stock
of the Company or of any parent or Subsidiary
of the Company as provided in Section
423(b)(3) of the Code; or
(ii) which permits the employee's
rights to purchase stock under all employee
stock purchase plans, as defined in Section
423 of the Code, of the Company and any
parent or Subsidiaries to accrue at a rate
which exceeds $25,000 of Fair Market Value of
the stock (determined at the time such option
is granted) for each calendar year in which
such stock option is outstanding at any time
as provided in Section 423(b)(8) of the Code.
4. Offerings. The Board of Directors of the
Company may authorize the Committee to make one or more
annual offerings to employees (through the grant of
options) to purchase Common Stock under this Plan. The
term of any offering shall be for a period of twelve
(12) months' duration.
5. Participation. An employee eligible on the
Effective Date of any Offering (as defined in paragraph
1 hereof) may participate in such offering by
completing and forwarding a payroll deduction
authorization form to his appropriate payroll location
before August 1st of the offering period. The form
will authorize a regular payroll deduction from the
employee's pay.
6. Deductions. The Employer will maintain
payroll deduction accounts for all participating
employees. With respect to any offering made under
this Plan, an employee may authorize a payroll
deduction in terms of whole number percentages up to a
maximum of 15% of the compensation an employee received
during the offering period (or during such portion
thereof as an employee may elect to participate).
7. Deduction Changes. An employee may increase
or decrease his payroll deduction by filing a new
payroll deduction authorization form before August 1st
of the offering period except in the case of the first
offering where no increase or decrease in the amount
withheld may be made. The change may not become
effective sooner than the next pay period after receipt
of the form. A payroll deduction may be increased only
once and reduced only once during the term of any
offering period.
8. Withdrawal of Funds. Upon written notice to
the Committee, an employee may at any time and for any
reason permanently draw out the balance accumulated in
his account, and thereby withdraw from participation in
an offering. The only right of an employee withdrawing
from an offering shall be to be paid the entire amount
credited to his account. He may thereafter begin
participating again only once, provided it is before
August 1st, during the remainder of the offering
period. Partial withdrawals will not be permitted.
9. Purchase of Shares.
(a) Each employee participating in an
offering under this Plan will be granted an
option, upon the Effective Date of the Offering,
to purchase as many whole shares of Common Stock
of the Company as can be purchased with the total
payroll deductions credited to his account during
the specified offering period in the manner and on
the terms herein provided.
(b) The purchase price for a share granted
under any offering will be the Offering Price of
85% of the average of the Fair Market Value (as
defined in Section 12 hereof) of a share of Class
A Common Stock on the Effective Date of the
Offering and December 31 of the year which
includes the Effective Date of the Offering,
provided, however, that the purchase price shall
not be less than par value. For example, if the
Fair Market Value of the Class A Common Stock on
January 1, 1999 is $18 per share and the Fair
Market Value on December 31, 1999 is $24 per
share, the Offering Price of the Offering shall be
$17.85 per share (($18 + $24)/2) x 85%.
(c) As of December 31st of each year, the
account of each participating employee shall be
totaled and the Offering Price determined. If a
participating employee shall have sufficient funds
in his account to purchase one or more full shares
at the Offering Price as of that date, the
employee shall be deemed to have exercised his
option to purchase such share or shares at such
price, his account shall be charged for the amount
of the purchase and a stock certificate shall be
issued to him as of such day. The balance of any
payroll deductions credited to his account during
the offering shall be returned to the
participating employee.
10. Interest. Interest will not accrue on any
employee payroll deduction accounts.
11. Registration of Certificates. Certificates
will be registered only in the name of the employee.
If an employee makes a written request to the
Committee, the Committee may cause the certificates to
be issued in his name jointly with a member of his
family with right of survivorship.
12. Definitions
(a) "Fair Market Value" shall be the closing
sale price of the Common Stock of the Company on
the NASDAQ National Market System (the
"NASDAQ/NMS") as reported in the Midwest Edition
of The Wall Street Journal on the date in
question, provided that, if no sales of Common
Stock of the Company were made on the NASDAQ/NMS
on any such date, Fair Market Value shall mean the
closing sale price of the Common Stock of the
Company as reported for the most recent preceding
day on which sales of Common Stock were made on
the NASDAQ, or, failing any such sales, such other
price as the Committee may determine in conformity
with pertinent law and regulations of the Treasury
Department.
(b) "Subsidiary" means any corporation of
which the Company or a Subsidiary owns 50% or more
of the combined voting power of all classes of
stock unless the Board determines that such
corporation shall not be a "Subsidiary" for
purposes hereof. Only subsidiaries that satisfy
the requirements of Section 424(f) of the Code
shall be entitled to participate in the Plan.
13. Rights as a Shareholder. None of the rights
or privileges of a shareholder of the Company shall
exist with respect to shares purchased under this Plan
unless and until such full shares shall have been duly
issued.
14. Rights on Retirement, Death, or Termination
of Employment. In the event of a participating
employee's retirement, death, or termination of
employment, no payroll deduction shall be taken from
any pay due and owing to him at such time and the
balance in his account shall be paid to him or, in the
event of his death, to his estate. Transfer of a
participating employee from the Company to a parent or
Subsidiary thereof or vice versa shall not constitute
termination of employment.
15. Rights Not Transferable. Rights under this
Plan are not transferable by a participating employee,
otherwise than by will or the laws of descent and
distribution, and are exercisable, during his lifetime,
only by him. In addition, rights under the Plan may
not be subject to any attachment, garnishment or
encumbrance of any kind by creditors of the
participating employee.
16. Application of Funds. All funds received or
held by the Company under this Plan may be used for any
corporate purpose and need not be segregated.
17. Adjustment in Case of Changes Affecting the
Common Stock of the Company. In the event of any stock
dividend, split-up, recapitalization, merger,
consolidation, combination or exchange of shares, or
the like, as a result of which shares of any class
shall be issued in respect of the outstanding Common
Stock, or the Common Stock shall be changed into the
same or different number of the same or another class
of stock, or into securities of another person, cash or
other property (not including a regular cash dividend),
the total number of shares authorized to be offered in
accordance with Paragraph 1, the number of shares
subject to each outstanding option, the option price
applicable to each such option, and/or the
consideration to be received upon exercise of each such
option shall be adjusted in a fair and reasonable
manner by the Committee. In addition, the Committee
shall, in its sole discretion, have authority to
provide, in appropriate cases, for (i) acceleration of
the exercise date of outstanding options, or (ii) the
conversion of outstanding options into cash or other
property to be received in certain of the transactions
specified in the preceding sentence upon effectiveness
of such transactions.
18. Amendment of the Plan.
(a) The Board of Directors of the Company
may at any time, or from time to time, amend this
Plan in any respect; provided, however, that no
amendment shall be made without the approval of
the shareholders of the Company to increase the
aggregate number of shares which may be issued
under this Plan (other than as provided in
Paragraph 17 hereof) or for which shareholder
approval is required under applicable tax,
securities or other laws.
(b) In the event that the Board of Directors
determines that the ongoing operation of the Plan
may result in unfavorable financial accounting
consequences, the Board of Directors may, in its
discretion and, to the extent necessary or
desirable, amend the Plan to reduce or eliminate
such accounting consequence including, but not
limited to:
(i) altering the purchase price for any
offering period including an offering period
underway at the time of the change in
purchase price;
(ii) shortening any offering period
such that the offering period ends on a new
exercise date, including an offering period
underway at the time of the action of the
Board of Directors; and
(iii) allocating shares.
Such amendments shall be made without the approval of
the shareholders of the Company or the consent of any
participating employees.
19. Termination of the Plan.
(a) This Plan and all rights of employees
under any offering hereunder shall terminate:
(i) on the day that participating
employees become entitled to purchase a
number of shares equal to or greater than the
number of shares remaining available for
purchase. If the number of shares so
purchasable is greater than the shares
remaining available, the available shares
shall be allocated by the Committee among
such participating employees in such manner
as it deems fair and consistent with Section
423 of the Code; or
(ii) at any time, at the discretion of
the Board of Directors of the Company.
(b) Upon termination of this Plan, all
amounts in the accounts of participating employees
shall be either (i) promptly refunded in total or
(ii) refunded to the extent not used to purchase
shares of Class A Common Stock, in the sole
discretion of the Board of Directors of the
Company.
20. Governmental Regulations. The obligation to
sell and deliver shares of the Class A Common Stock
under this Plan is subject to the approval of any
governmental authority required in connection with the
authorization, issuance, or sale of such stock.
GODFREY & KAHN, S.C.
ATTORNEYS AT LAW
780 North Water Street
Milwaukee, Wisconsin 53202
Phone (414) 273-3500
Fax (414) 273-5198
December 7, 1998
Cumulus Media Inc.
111 East Kilbourn Avenue
Milwaukee, WI 53202
Ladies and Gentlemen:
We have acted as your counsel in connection with
the offer by Cumulus Media Inc., an Illinois
corporation (the "Company"), of up to 1,000,000 shares
of Class A common stock, $.01 par value (the "Shares").
The Shares are reserved for issuance pursuant to the
Company's 1998 Employee Stock Purchase Plan (the
"Plan"), as described in the Plan's Prospectus (the
"Prospectus"), including all amendments and supplements
thereto, which Prospectus relates to the Company's
Registration Statement on Form S-8, to be filed with
the Securities and Exchange Commission on or about the
date hereof (the "Registration Statement").
We have examined: (a) the Plan, the Prospectus and
the Registration Statement, (b) the Company's Amended
and Restated Articles of Incorporation and Amended and
Restated By-Laws, (c) certain resolutions of the
Company's Board of Directors and (d) such other
proceedings, documents and records as we have deemed
necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion
that the Shares, upon issuance in accordance with the
terms of the Plans, will be duly authorized and validly
issued, fully paid and nonassessable.
Our opinion relates only to statutory provisions
of the Business Corporation Act of 1983 of the State of
Illinois without regard to court interpretations
thereof, and we express no opinion as to the laws of
any other jurisdiction.
We consent to the use of this opinion as an
exhibit to the Registration Statement. In giving this
consent, however, we do not admit that we are "experts"
within the meaning of Section 11 of the Securities Act
of 1933, as amended, or within the category of persons
whose consent is required by Section 7 of said Act.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
GODFREY & KAHN, S.C.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this registration Statement on Form S-8 of our reports
as of the dates and relating to the financial
statements of the companies listed below, which are
included in the Registration Statement on Form S - 1
(No. 333-48649) by Cumulus Media Inc.
Company Date of report
Cumulus Media Inc. March 18,
1998, except
as to Note
15, which is
as of June 18, 1998
Albany Broadcasting Company May 28, 1998
American Communications Company, Inc. May 29, 1998
Arbor Radio LP February 19, 1998
Beaumont Skywave, Inc. May 21, 1998
Caribbean Communications Company Limited March 9, 1998
Carolina Broadcasting, Inc. and
Georgetown Radio, Inc. March 4, 1998
Castle Broadcasting Limited Partnership May 21, 1998
Clearly Superior Radio Properties February 24, 1998
Communications Properties, Inc. May 26, 1998
Crystal Radio Group, Inc. March 13, 1998
Esprit' Communication Corporations May 26, 1998
Forjay Broadcasting Corporation May 21, 1998
HVS Partners February 25, 1998
Jan-Di Broadcasting, Inc. April 30, 1998
K-Country, Inc. May 29, 1998
Lesnick Communications, Inc. May 19, 1998
Louisiana Media Interests, Inc.
and Subsidiaries March 9, 1998
M&M Partners June 4, 1998
Midland Broadcasters, Inc. May 12, 1998
The Midwestern Broadcasting company
Radio Stations WWWM-FM and WLQR-AM February 11, 1998
Mustang Broadcasting Company May 12, 1998
Ninety Four Point One, Inc.
and KAYD AM/FM February 20,
1998, except
as to note 7,
which is as of
March 6, 1998
Pamplico Broadcasting, L.P. May 28, 1998
Phoenix Broadcast Partners, Inc. May 20, 1998
Radio Ingsted Minnesota, Inc.,
Radio Albert Lea, Inc. and
KRCH of Minnesota, Inc. May 29, 1998
Savannah Valley Broadcasting
Radio Properties February 27, 1998
Seacost Radio Company, LLC June 12, 1998
Sunny Broadcasters, Inc. June 12, 1998
Tallahassee Broadcasting, Inc. May 22, 1998
Tally Radio, LC May 22, 1998
Tryon - Seacoast Communications, Inc. May 22, 1998
Value Radio Corporation February 21, 1998
Venice Broadcasting Corp. June 9, 1998
Wilks Broadcast Acquisitions, Inc. February 16, 1998
WJCL-FM May 21, 1998
WKKO-FM, WRQN-FM, WTOD-AM and WIMX-FM February 6, 1998
WWFC-FM and WOSC-FM March 18, 1998
Savannah Communications, L.P. February 27, 1998
Republic Corporation and subsidiary (radio March 2, 1998
broadcasting operations only)
Pricewaterhouse Coopers LLP
Chicago, Illinois
December 1, 1998
Consent of Independent Auditors
The Partners
Wicks Broadcast Group Limited Partnership
We consent to the incorporation by reference in this
registration statement on Form S-8 of Cumulus Media,
Inc. of our report dated May 18, 1998, with respect to
the balance sheets of Chattanooga Broadcast Group (a
division of Wicks Broadcast Group Limited Partnership)
as of December 31, 1997 and 1996 and the related
statements of operations and changes in division equity
and cash flows for each of the years in the three year
period ended December 31, 1997 which report appears in
the Form S-1 (No. 333-48849) of Cumulus Media, Inc.
dated June 19, 1998.
KPMG Peat Marwick LLP
Mclean, VA
December 4, 1998
Consent of Independent Auditors
We consent to the inclusion of our report dated
February 11, 1997 on the divisional financial
statements of Fritz Broadcasting, Inc. Toledo Division
for the years ended December 29, 1996 and December 31,
1995 in the Registration Statement on Form S-8 filed on
December 4, 1998 by Cumulus Media Inc. for the
registration of Class A Common Stock.
Plante & Moran, LLP
Plante & Moran, LLP
Troy, Michigan
December 4, 1998
Consent of Independent Certified Public Accountants
We have issued our reports dated February 24,
1998, accompanying the financial statements of New
Frontier Communications, Inc. contained in the
Registration Statement and Prospectus. We consent to
the use of the aforementioned reports in the
Registration Statement and Prospectus, and to the use
of our name as it appears under the caption "Experts."
JOHNSON, MILLER & CO.
Odessa, Texas
December 4, 1998
Consent of Independent Certified Public Accountants
We have issued our report dated May 28, 1998,
accompanying the financial statements of KLUR, KQXC,
KYYI Radio contained in the Registration Statement and
Prospectus. We consent to the use of the
aforementioned report in the Registration Statement and
Prospectus, and to the use of our name as it appears
under the caption "Experts."
JOHNSON, MILLER & CO.
Odessa, Texas
December 4, 1998
The Board of Directors
Cumulus Media, Inc.
We hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of
our report, dated February 11, 1998, except for Note 12
as to which the date is February 19, 1998, relating to
the combined financial statements of JKJ Broadcasting,
Inc., Missouri River Broadcasting, Inc., Ingstad
Mankato, Inc., James Ingstad Broadcasting, Inc. and
Hometown Wireless, Inc.
McGladrey & Pullen, LLP
Pierre, South Dakota
December 4, 1998
