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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): JULY 2, 1998
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CUMULUS MEDIA INC.
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(Exact Name of Registrant as specified in its charter)
ILLINOIS 000-24525 36-4159663
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number
111 E. KILBOURN AVE., SUITE 2700, MILWAUKEE, WI 53202
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (414) 615-2800
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NONE
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 2, 1998, pursuant to the terms of a Stock Purchase Agreement dated
January 9, 1998, Cumulus Media Inc. ("Cumulus" or the "Company") acquired the
stock of Republic Corporation, which owned all of the stock of Colonial
Broadcasting, Inc. ( now known as CBA Broadcasting, Inc., the "CBA acquisition"
or "CBA"), from Robert Lowder for approximately $40 million in cash. The Company
financed the acquisition with available cash from its recently completed
Offerings (as defined below).
In Chattanooga, TN, CBA owns and operates WUSY(FM), a 100 kW Country station.
Together with a previously announced agreement to acquire WLMX-AM/FM and
WZST(FM) from the Wicks Broadcasting Group, which is pending FCC approval,
Cumulus will own 3 FM stations and 1 AM station in the Chattanooga market.
Chattanooga is the 102nd largest out of 267 Arbitron rated radio markets in the
country. The CBA acquisition also provided Cumulus with 2 FM and 2 AM stations
- -- WMXS(FM), WLWI(FM), WMSP(AM), and WNZZ(AM) in Montgomery, AL. The FM
stations both broadcast at 100 kW of power. Montgomery, the 143rd largest out
of 267 Arbitron rated radio markets, is the state capital of Alabama.
Cumulus Media Inc. is a radio broadcasting company focused on the acquisition,
operation and development of radio stations in mid-sized and smaller radio
markets in the U.S. The Company currently owns or operates 111 radio stations
in 22 U.S. radio markets. Including all stations owned and pending, Cumulus
controls 176 stations in 34 markets making it the nation's 4th largest radio
broadcaster in terms of stations. Cumulus recently completed an initial public
offering of its Class A Common Stock, 13 3/4 % Series A Cumulative Exchangeable
Redeemable Preferred Stock due 2009, and 10 3/8% senior Subordinated Notes due
2008 (collectively, the "Offerings") for total gross proceeds of $391 million.
The financial statements required by this Current Report on Form 8-K concerning
the acquisition of Colonial Broadcasting Inc. were previously reported in the
Company's Registration Statement on Form S-1 (333-48849) as amended and
declared effective by the Securities and Exchange Commission on June 26, 1998
(the "Registration Statement"). These financial statements are incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) Financial Statements of Businesses Acquired
The audited financial statements of Republic Corporation (radio
broadcast operations only) as of December 31, 1997 and 1996 and for
each of the three years in the period ended December 31, 1997, and the
unaudited financial statements of Republic Corporation (radio
broadcast operations only) as of March 31, 1998 and 1997 and for the
three month periods then ended are incorporated by reference to the
Company's Registration Statement on Form S-1 (333-48849).
2
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(B) Cumulus Media Inc. Pro Forma Financial Information
In accordance with Item 7 (b) of Form 8-K, pro forma financial
information related to the acquisition will be filed by amendment
to this Form 8-K as soon as practical, but no later than
September 15, 1998.
-C- Exhibits.
1. Stock Purchase Agreement between Cumulus Media Inc. (f/k/a/
Cumulus Holdings, Inc.) and Robert Lowder dated as of January 9,
1998, as amended on January 23, 1998 and May 5, 1998
(incorporated by reference to the Registration Statement).
2. Press release dated July 6, 1998.
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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 hereunto duly authorized.
CUMULUS MEDIA INC.
By: /s/ Richard W. Weening
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Richard W. Weening
Executive Chairman
Date: July 17, 1998
S-1
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EXHIBIT INDEX
Exhibits.
7.1 Stock Purchase Agreement between Cumulus Media Inc. (f/k/a/
Cumulus Holdings, Inc.) and Robert Lowder dated as of January 9,
1998, as amended on January 23, 1998 and May 5, 1998
(incorporated by reference as an exhibit to the Registration
Statement filed on Form S-1 (333-48849).
7.2 Press release dated July 6, 1998.
7.3 The audited financial statements of Republic Corporation (radio
broadcast operations only) as of December 31, 1997 and 1996 and
for each of the three years in the period ended December 31,
1997, and the unaudited financial statements of Republic
Corporation (radio broadcast operations only) as of March 31,
1998 and 1997 and for the three month periods then ended are
incorporated by reference to the Company's Registration Statement
on Form S-1 (333-48849).
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Exhibit 7.2
CUMULUS ACQUIRES 16 RADIO STATIONS IN FOUR MARKETS
MILWAUKEE, July 6 -- Cumulus Media Inc. (NASDAQ:CMLS), the Milwaukee-based
radio broadcasting group, today announced the closing of three acquisitions
involving 16 radio stations in four markets for a total purchase price of
approximately $65 million. The cities involved are Chattanooga, TN;
Montgomery, AL; Marion-Carbondale, IL and Odessa-Midland, TX.
"These are all robust and growing markets," stated Lew Dickey, Executive
Vice Chairman of Cumulus. "With these acquisitions, we have assembled the
top-rated radio properties and created the leading clusters in each market which
are poised for tremendous growth."
Cumulus acquired the stock of Colonial Broadcasting, Inc., now known as CBA
Broadcasting, Inc., from Robert Lowder for $39 million. In Chattanooga, CBA
owns and operates WUSY(FM), a 100 kW Country station that is one of the most
highly rated country music stations in the nation. Together with the previously
announced agreement to acquire WLMX-AM/FM and WZST(FM) from the Wicks
Broadcasting Group, which is pending FCC approval, Cumulus will own 3 FM
stations and 1 AM station in the Chattanooga market. Chattanooga is the 102nd
largest out of 267 Arbitron rated radio markets in the country.
The CBA acquisition also provided Cumulus with a strong entry into the
Montgomery market with 2 FM and 2 AM stations -- WMXS(FM), WLWI(FM), WMSP(AM),
and WNZZ(AM). The FM stations both broadcast at 100 kW of power. Montgomery,
the 143rd ranked radio market, is the state capital of Alabama and is home to
Maxwell Air Force Base and several universities and colleges including Alabama
State, Auburn-Montgomery and Troy State-Montgomery.
Marion-Carbondale is the home of the University of Illinois-Carbondale
campus and is the 209th largest Arbitron rated market. Cumulus acquired 4 FM
and 2 AM stations in Marion-Carbondale from Clearly Superior Radio for $12.5
million, including WDDD-AM/FM, WTAO(FM), WVZA(FM), WQUL(FM) and WFRX(AM).
In Odessa-Midland, the 174th largest radio market, Cumulus completed the
acquisition of New Frontier Communications, Inc. from its shareholder group for
$14 million. New Frontier is the owner and operator of 4 FM and 1 AM stations,
including KBAT(FM), KODM(FM), KNFM(FM), KGEE(FM), and KMND(AM). Three of the
four FM stations broadcast with 100 kW, with KGEE(FM) at 98 kW. Cumulus is
adding the Odessa-Midland stations to its West Texas regional cluster, which
includes stations in Abilene, Amarillo, and Wichita Falls.
Cumulus Media Inc. is a radio broadcasting company focused on the
acquisition, operation and development of radio stations in mid-sized and
smaller radio markets in the U.S. The Company currently owns or operates 111
radio stations in 22 U.S. radio markets. Including all stations owned and
pending, Cumulus controls 176 stations in 34 markets making it the nation's 4th
largest radio broadcaster in terms of stations. Cumulus recently completed an
initial public offering and the sale of public preferred stock and bonds for
total gross proceeds of $394 million. Richard Weening is Executive Chairman of
Cumulus. William Bungeroth is President of Cumulus' operating subsidiary,
Cumulus Broadcasting Inc.
CONTACT: Mark Goff, 414-277-0606
or
Cumulus Media Inc.
Linda Fischer, 414-615-2800
