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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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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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<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
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest investment plans, please check the following
box. [ ]
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.
333-81225)
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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED
AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SHARES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Class A common stock, par value
$.01 per share............... 1,150,000 shares(2) $24.125 $27,743,750 $7,784
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) Includes 150,000 shares issuable upon exercise of the Underwriters'
over-allotment option.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON
FORM S-3 (FILE NO. 333-81225)
Cumulus Media Inc. (the "Company") hereby incorporates by reference into
this Registration Statement on Form S-3 in its entirety the Registration
Statement on Form S-3 (File No. 333-81225) declared effective on July 21, 1999
by the Securities and Exchange Commission, including each of the documents filed
by the Company with the Commission as exhibits thereto.
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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 July 22, 1999.
CUMULUS MEDIA INC.
By: /s/ RICHARD W. WEENING
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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:
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<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/s/ RICHARD W. WEENING Executive Chairman, Treasurer and July 22, 1999
- ------------------------------------------ Director (Principal Executive
Richard W. Weening Officer)
/s/ RICHARD W. WEENING Executive Vice Chairman and Director July 22, 1999
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Richard W. Weening,
As Attorney-In-Fact for
Lewis W. Dickey, Jr.
/s/ RICHARD W. WEENING President and Director July 22, 1999
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Richard W. Weening,
As Attorney-In-Fact for
William M. Bungeroth
/s/ RICHARD W. WEENING Vice President and Chief Financial July 22, 1999
- ------------------------------------------ Officer (Principal Financial Officer
Richard W. Weening, and Principal Accounting Officer)
As Attorney-In-Fact for
Richard J. Bonick, Jr.
/s/ RICHARD W. WEENING Director July 22, 1999
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Richard W. Weening,
As Attorney-In-Fact for
Ralph B. Everett
/s/ RICHARD W. WEENING Director July 22, 1999
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Richard W. Weening,
As Attorney-In-Fact for
Robert H. Sheridan, III
</TABLE>
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EXHIBIT INDEX
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<CAPTION>
NO. DESCRIPTION
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<C> <S>
5.1 Opinion of Holleb & Coff as to the validity of the
additional Common Stock.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Holleb & Coff (included in Exhibit 5.1)
</TABLE>
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Exhibit 5.1
July 22, 1999
Cumulus Media Inc.
111 East Kilbourn Avenue, Suite 2700
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-3, 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 1,150,000 shares (the "Shares") of the Company's Class
A common stock, par value $.01 per share (the "Common Stock"). Of the Shares,
150,000 are subject to an option granted to the underwriters by the Company to
cover over-allotments, if any.
In connection with this letter, we have examined, considered and relied
solely upon the following documents (collectively, the "Documents"): the
Registration Statement; the Company's Amended and Restated Articles of
Incorporation; the Company's Bylaws; certain resolutions of the Company's Board
of Directors; 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 the fact material to the opinions hereinafter
expressed, we have relied upon the representations and warranties of the
Company made in the Documents.
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
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated April 14, 1999 relating to the
financial statements and financial statement schedule, which appear in Cumulus
Media Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998.
We also consent to the reference to us under heading "Experts" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
July 21, 1999
