<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
CUMULUS MEDIA INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
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:
<TABLE>
<S> <C>
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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<CAPTION>
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
<S> <C> <C> <C> <C>
Class A Common Stock, par value $.01 per 205,358
share.................................... shares(2) $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 (3) (3) (3)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) Includes 26,786 shares issuable upon exercise of the Underwriters'
over-allotment option.
(3) 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
<TABLE>
<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.
- ------------------------------------------------------------- ----------------------- --------------- ----------------
<S> <C> <C> <C>
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
</TABLE>
<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 26, 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 26, 1998
Richard W. Weening Officer)
/s/ RICHARD W. WEENING Executive Vice Chairman and
- ------------------------------ Director
Richard W. Weening, June 26, 1998
As Attorney-in-Fact for
Lewis W. Dickey, Jr.
/s/ RICHARD W. WEENING President and Director
- ------------------------------
Richard W. Weening, June 26, 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 26, 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 26, 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 26, 1998
Richard W. Weening
/s/ RICHARD W. WEENING Director
- ------------------------------
Richard W. Weening, June 26, 1998
As Attorney-in-Fact for
Lewis W. Dickey, Jr.
/s/ WILLIAM M. BUNGEROTH President, Treasurer and
- ------------------------------ Director (Principal June 26, 1998
William M. Bungeroth Executive Officer)
/s/ RICHARD W. WEENING Vice President and Director
- ------------------------------
Richard W. Weening, as June 26, 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 26, 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 26, 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 26, 1998
William M. Bungeroth Officer)
/s/ RICHARD W. WEENING General Manager and
- ------------------------------ Director (Principal
Richard W. Weening, as Accounting Officer and June 26, 1998
Attorney-in-Fact for Principal Financial
Cheryl Chambers Officer)
/s/ RICHARD W. WEENING Director
- ------------------------------
Richard W. Weening, as June 26, 1998
Attorney-in-Fact for
Robin Woodard Weening
Director
- ------------------------------
David Chang
Director
- ------------------------------
Ingrid Crooks-Hussein
II-9
<PAGE>
EXHIBIT INDEX
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<CAPTION>
PAGE
NO. DESCRIPTION NUMBER
- ---------- -------------------------------------------------------------------------------------------- -------------
<S> <C> <C>
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 Holleb & Coff (included in Exhibit 5.1)
23.3 Consent of Paul, Hastings, Janofsky & Walker LLP (included in Exhibit 5.2)
</TABLE>
<PAGE>
Exhibit 5.1
June 26, 1998
Cumulus Media Inc.
111 East Kilbourn Avenue
Milwaukee, WI 53202
Ladies and Gentlemen:
We have acted as special counsel for Cumulus Media Inc., an
Illinois corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-1, as amended (the "Registration Statement")
being filed by the Company under the Securities Act of 1933, as amended,
relating to the offer and sale of up to 178,572 shares (the "Shares") of the
Company's Class A common stock, par value $.01 per share (the "Common
Stock"). Of the Shares, 26,786 are subject to an option granted to the
underwriters by the Company to cover over-allotments, if any. The
Registration Statement incorporates by reference the Registration Statement
on Form S-1 (No. 333-48849) which was declared effective on June 25, 1998.
In connection with this letter, we have examined, considered and
relied solely upon the following documents (collectively, the "Documents"): the
Registration Statement; the form of the Company's Amended and Restated Articles
of Incorporation; the form of the Company's Bylaws; certain written consent
resolutions of the Company's Board of Directors and shareholders; a certificate
of the Company's secretary; and such matters of law as we have considered
necessary or appropriate for the expression of the opinions contained herein.
In rendering the opinions set forth below, we have assumed without
investigation the genuineness of all signatures and the authenticity of all
documents submitted to us as originals, the conformity to authentic original
documents of all documents submitted to us as copies, and the veracity of the
Documents. As to questions of fact material to the opinions hereinafter
expressed, we have relied upon the representations and warranties of the Company
made in the Documents.
<PAGE>
Cumulus Media Inc.
June 26, 1998
Page 2
Based solely upon and subject to the Documents, and subject to the
qualification set forth below, we are of the opinion that the Shares, when
duly delivered against payment therefor, as contemplated by the Registration
Statement, will be duly authorized, validly issued, fully paid and
non-assessable.
This opinion letter is limited to the matters stated herein and no
opinions may be implied or inferred beyond the matters expressly stated herein.
The opinions expressed herein are as of the date hereof, and we assume no
obligation to update or supplement such opinions to reflect any facts or
circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus contained in the Registration Statement.
Very truly yours,
/s/ HOLLEB & COFF
<PAGE>
Exhibit 5.2
June 26, 1998
Cumulus Media Inc.
111 East Kilbourn Avenue
Suite 2700
Milwaukee, WI 53202
Ladies and Gentlemen:
We have acted as special counsel to Cumulus Media Inc, an Illinois
corporation (the "Company") and each of the Company's subsidiaries listed in
Exhibit A attached hereto (the "Guarantor Subsidiaries") in connection with
the issuance of $10,000,000 Senior Subordinated Notes due 2008 (the "Notes")
of the Company, in a public offering pursuant to a Registration Statement on
Form S-1 (Registration No. 333- ), as amended (the "Registration
Statement"), filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended on the date hereof. The Notes
will be issued pursuant to an Indenture (the "Indenture") to be entered into
by the Company, the Guarantor Subsidiaries and Firstar Bank of Minnesota,
N.A., as Trustee. We understand that the Notes will be guaranteed on a
senior subordinated basis by each of the Guarantor Subsidiaries (the
"Guarantees"). The Registration Statement incorporates by reference the
registration statement on Form S-1 (No. 333-48849), which was declared
effective on June 25, 1998.
In our capacity as counsel for the Company in connection with the
matters referred to above, we have examined the Registration Statement, the
Indenture, the Guarantees and the form of the Notes, and the originals or copies
certified or otherwise identified, of records of corporate action of the Company
as furnished to us by the Company, certificates of public officials and of
representatives of the Company, statutes and other instruments and documents, as
a basis for the opinions hereinafter expressed.
We are members of the bar of the State of New York and we express no
opinion as to the laws of any jurisdiction other than the federal laws of the
United States and the laws of the State of New York.
<PAGE>
Cumulus Media Inc.
June 26, 1998
Page 2
Based upon and subject to the foregoing, we are of the opinion that:
(a) the Notes, when duly executed and delivered by the Company,
authenticated by the Trustee and paid for upon the terms set forth in the
Registration Statement, and after the due execution and delivery of the
Indenture, will constitute the valid and legally binding obligations of the
Company, enforceable against the Company in accordance with their terms and
entitled to the benefits under the Indenture.
(b) the respective Guarantees, when duly executed and delivered by
each Subsidiary Guarantor upon the terms set forth in the Registration
Statement, and after the due execution and delivery of each of the Indenture and
the Notes, will constitute the valid and legally binding obligation of such
Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in
accordance with its terms and entitled to the benefits under the Indenture.
The foregoing opinions are subject to (1) applicable bankruptcy,
insolvency, fraudulent conveyance, fraudulent transfer, moratorium or other laws
affecting creditors' rights generally from time to time in effect, (2)
principles governing the availability of equitable relief (regardless of whether
enforcement is sought in a proceeding in equity or at law).
We hereby consent to the filing of this opinion of counsel as Exhibit
5.2 to the Registration Statement and to the reference to our Firm under the
caption "Legal Matters" in the prospectus relating to the Notes included in the
Registration Statement.
Very truly yours,
/s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP
<PAGE>
Cumulus Media Inc.
June 26, 1998
Page 3
Subsidiary Guarantor Jurisdiction of Incorporation
- -------------------- -----------------------------
Cumulus Broadcasting, Inc. Nevada
Cumulus Licensing Corp. Nevada
Caribbean Communications Company Ltd. Montserrat
GEM Radio Five Ltd. Trinidad and Tobago
Forjay Broadcasting Corporation South Carolina
Forjay Licensing Corp. Nevada
Minority Radio Associates, Inc. Georgia
MRA Licensing Corp. Nevada
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
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 appear in such
Prospectus.
<TABLE>
<CAPTION>
COMPANY DATE OF REPORT
- -------------------------------------------------------------------------------------- --------------------------
<S> <C>
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>
<TABLE>
<CAPTION>
COMPANY DATE OF REPORT
- -------------------------------------------------------------------------------------- --------------------------
<S> <C>
Radio Ingstad, 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 such
Prospectus.
/s/ PRICE WATERHOUSE LLP
Chicago, Illinois
June 26, 1998
