<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 1998
REGISTRATION NO. 333-
- - - --------------------------------------------------------------------------------
- - - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
CUMULUS MEDIA INC.
(Exact name of Registrant as specified in its charter)
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ILLINOIS 4832 36-4159663
(State or other jurisdiction of (Primary standard industrial (IRS employer
incorporation or organization) classification code number) identification number)
</TABLE>
----------------------------
111 EAST KILBOURN AVE.
SUITE 2700
MILWAUKEE, WI 53202
(414) 615-2800
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive office)
----------------------------
RICHARD W. WEENING
EXECUTIVE CHAIRMAN
LEWIS W. DICKEY, JR.
EXECUTIVE VICE CHAIRMAN
CUMULUS MEDIA INC.
111 EAST KILBOURN AVE.
SUITE 2700
MILWAUKEE, WI 53202
(414) 615-2800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
COPIES TO:
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WILLIAM F. SCHWITTER, ESQ. GEORGE R. KROUSE, JR., ESQ.
PAUL, HASTINGS, JANOFSKY & WALKER LLP SIMPSON THACHER & BARTLETT
399 PARK AVENUE 425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10017
(212) 318-6000 (212) 455-2000
</TABLE>
----------------------------
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after this Registration Statement becomes effective. If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, check the following
box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ (File No. 333-48849)
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
----------------------------
CALCULATION OF REGISTRATION FEE
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PROPOSED
AMOUNT PROPOSED MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE PER AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) OFFERING PRICE(1) FEE (2)
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Class A Common Stock, par value $.01 per 205,358
share.................................... shares(3) $14.00 $ 2,875,000 $ 850
10 3/8% Senior Subordinated Notes due
2008..................................... $10,000,000 100% $10,000,000 $2,950
Guarantees of 10 3/8% Senior Subordinated
Notes due 2008........................... $10,000,000 (4) (4) (4)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) The total registration fee of $3,800 was previously paid in connection
with the Company's filing on June 26, 1998.
(3) Includes 26,786 shares issuable upon exercise of the Underwriters'
over-allotment option.
(4) No additional consideration for the Guarantees of 10 3/8% Senior
Subordinated Notes due 2008. Pursuant to Rule 457(n), no separate fee is
payable therefor.
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<PAGE>
TABLE OF OTHER REGISTRANTS
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<CAPTION>
PRIMARY
EXACT NAME OF STATE OR OTHER STANDARD
REGISTRANT AS JURISDICTION OF INDUSTRIAL I.R.S. EMPLOYER
SPECIFIED IN ITS INCORPORATION OR CLASSIFICATION IDENTIFICATION
CHARTER ORGANIZATION CODE NUMBER NO.
- - - ------------------------------------------------------------- ----------------------- --------------- ----------------
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Cumulus Broadcasting, Inc.................................... Nevada 4832 36-4166963
Cumulus Licensing Corp....................................... Nevada 4832 36-4166966
Caribbean Communications Company Ltd......................... Montserrat 4832 N.A.
GEM Radio Five Ltd........................................... Trinidad and Tobago 4832 N.A.
Forjay Broadcasting Corporation.............................. South Carolina 4832 56-1003735
Forjay Licensing Corp........................................ Nevada 4832 36-4231735
Minority Radio Associates, Inc............................... Georgia 4832 58-1741314
MRA Licensing Corp........................................... Nevada 4832 36-4231737
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<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON
FORM S-1 (FILE NO. 333-48849)
Cumulus Media Inc. (the "Company") hereby incorporates by reference into
this Registration Statement on Form S-1 in its entirety the Registration
Statement on Form S-1 (File No. 333-48849) declared effective on June 25,
1998 by the Securities and Exchange Commission, including each of the
documents filed by the Company with the Commission as exhibits thereto.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on June 29, 1998.
CUMULUS MEDIA INC.
CUMULUS BROADCASTING, INC.
CUMULUS LICENSING CORP.
FORJAY BROADCASTING CORPORATION
FORJAY LICENSING CORP.
MINORITY RADIO ASSOCIATES, INC.
MRA LICENSING CORP.
BY: /S/ RICHARD W. WEENING
-----------------------------------------
Richard W. Weening
EXECUTIVE CHAIRMAN
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
NAME TITLE DATE
- - - ------------------------------ --------------------------- -------------------
Executive Chairman,
/s/ RICHARD W. WEENING Treasurer and Director
- - - ------------------------------ (Principal Executive June 29, 1998
Richard W. Weening Officer)
/s/ RICHARD W. WEENING Executive Vice Chairman and
- - - ------------------------------ Director
Richard W. Weening, June 29, 1998
As Attorney-in-Fact for
Lewis W. Dickey, Jr.
/s/ RICHARD W. WEENING President and Director
- - - ------------------------------
Richard W. Weening, June 29, 1998
As Attorney-in-Fact for
William M. Bungeroth
/s/ RICHARD W. WEENING Vice President and Chief
- - - ------------------------------ Financial Officer
Richard W. Weening, (Principal Accounting June 29, 1998
As Attorney-in-Fact for Officer and Principal
Richard J. Bonick, Jr. Financial Officer)
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on June 29, 1998.
CARRIBEAN COMMUNICATIONS COMPANY LTD.
BY: /S/ WILLIAM M. BUNGEROTH
-----------------------------------------
William M. Bungeroth
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
NAME TITLE DATE
- - - ------------------------------ --------------------------- -------------------
/s/ RICHARD W. WEENING Chairman and Director
- - - ------------------------------ June 29, 1998
Richard W. Weening
/s/ RICHARD W. WEENING Director
- - - ------------------------------
Richard W. Weening, June 29, 1998
As Attorney-in-Fact for
Lewis W. Dickey, Jr.
/s/ WILLIAM M. BUNGEROTH President, Treasurer and
- - - ------------------------------ Director (Principal June 29, 1998
William M. Bungeroth Executive Officer)
/s/ RICHARD W. WEENING Vice President and Director
- - - ------------------------------
Richard W. Weening, as June 29, 1998
Attorney-in-Fact for
Robin Woodard Weening
Director
- - - ------------------------------
John Dickey
/s/ RICHARD W. WEENING General Manager (Principal
- - - ------------------------------ Accounting Officer and
Richard W. Weening, as Principal Financial June 29, 1998
Attorney-in-Fact for Officer)
Cheryl Chambers
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on June 29, 1998.
GEM RADIO FIVE LTD.
BY: /S/ WILLIAM M. BUNGEROTH
-----------------------------------------
William M. Bungeroth
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
NAME TITLE DATE
- - - ------------------------------ --------------------------- -------------------
/s/ WILLIAM M. BUNGEROTH President and Director
- - - ------------------------------ (Principal Executive June 29, 1998
William M. Bungeroth Officer)
/s/ RICHARD W. WEENING General Manager and
- - - ------------------------------ Director (Principal
Richard W. Weening, as Accounting Officer and June 29, 1998
Attorney-in-Fact for Principal Financial
Cheryl Chambers Officer)
/s/ RICHARD W. WEENING Director
- - - ------------------------------
Richard W. Weening, as June 29, 1998
Attorney-in-Fact for
Robin Woodard Weening
Director
- - - ------------------------------
David Chang
Director
- - - ------------------------------
Ingrid Crooks-Hussein
II-9
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EXHIBIT INDEX
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PAGE
NO. DESCRIPTION NUMBER
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5.1* Opinion of Holleb & Coff as to the validity of the additional Common Stock.
5.2* Opinion of Paul, Hastings, Janofsky & Walker LLP as to the validity of the additional Notes.
23.1** Consent of Price Waterhouse LLP
23.2** Consent of Coopers & Lybrand L.L.P.
23.3** Consent of Coopers & Lybrand L.L.P.
23.4** Consent of Johnson, Miller & Co.
23.5** Consent of Johnson, Miller & Co.
23.6** Consent of McGladrey & Pullen, LLP
23.7** Consent of Plante & Moran, LLP
23.8** Consent of KPMG Peat Marwick LLP
23.9* Consent of Holleb & Coff (included in Exhibit 5.1)
23.10* Consent of Paul, Hastings, Janofsky & Walker LLP (included in Exhibit 5.2)
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* Previously filed.
** Filed herewith.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-1 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. 333-48849) filed by Cumulus Media Inc.
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COMPANY DATE OF REPORT
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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 Corporation 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 21, 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
</TABLE>
<PAGE>
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COMPANY DATE OF REPORT
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Radio Ingstad Minnesota, Inc., Radio Albert Lea, Inc. and KRCH of Minnesota, Inc. May 29, 1998
Savannah Valley Broadcasting Radio Properties February 27, 1998
Seacoast 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 24, 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
WWFG-FM and WOSC-FM March 18, 1998
</TABLE>
We also consent to the reference to us under the heading "Experts" in the
latter Registration Statement.
/s/ PRICE WATERHOUSE LLP
Chicago, Illinois
June 29, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-1 of our report dated March 2, 1998 on our audit of the
consolidated financial statements of Republic Corporation and subsidiary
(radio broadcasting operations only) as of December 31, 1997 and 1996 and for
each of the three years in the period ended December 31, 1997. We also
consent to the reference to our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Montgomery, Alabama
June 29, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-1 of our report dated February 27, 1998 on our audit of
the financial statements of Savannah Communications, L.P. as of December 31,
1997 and 1996 and for the period October 1, 1995 (inception) through December
31, 1995 and for each of the two years in the period ended December 31, 1997.
We also consent to the reference to our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Atlanta, Georgia
June 29, 1998
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We have issued our reports dated February 24, 1998, accompanying the
financial statements of New Frontier Communications, Inc. incorporated by
reference 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."
/s/ Johnson, Miller & Co.
Odessa, Texas
June 29, 1998
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We have issued our report dated May 28, 1998, accompanying the financial
statements of KLUR, KQXC, KYYI Radio incorporated by reference 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."
/s/ Johnson, Miller & Co.
Odessa, Texas
June 29, 1998
<PAGE>
EXHIBIT 23.6
CONSENT OF MCGLADREY & PULLEN, LLP
To the Board of Directors
Cumulus Media Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 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. We also consent to the reference to our Firm under the
captions "Experts" in the Prospectus.
/s/ McGladrey & Pullen, LLP
Pierre, South Dakota
June 29, 1998
<PAGE>
EXHIBIT 23.7
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference 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-1 filed on June 29, 1998 by Cumulus
Media Inc. for the registration of Class A Common Stock. We also consent to
the reference to our Firm under the captions "Experts" in the Prospectus.
/s/ Plante & Moran, LLP
Troy, Michigan
June 29, 1998
<PAGE>
EXHIBIT 23.8
CONSENT OF INDEPENDENT AUDITORS
The Partners
Wicks Broadcast Group Limited Partnership:
We consent to the use of our report incorporated by reference herein and
to the reference to our firm under the heading "Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
McLean, VA
June 29, 1998
