CUMULUS MEDIA INC, S-3, 1999-06-21

CUMULUS MEDIA INC
S-3, 1999-06-21
RADIO BROADCASTING STATIONS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 1999

REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3

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>

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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. [ ]

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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<CAPTION>
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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............... 9,387,450 shares(2) $18.375 $172,494,394 $48,094
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</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.

(2) Includes 1,224,450 shares issuable upon exercise of the Underwriters'
over-allotment option.
------------------------
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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<PAGE> 2

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus: one to be
used in connection with the offering of the Class A common stock in the U.S. and
Canada and one to be used in connection with a concurrent offering of the Class
A common stock outside the U.S. and Canada. The U.S. prospectus and the
international prospectus will be identical in all respects except that they will
contain a different front cover page.

The U.S. prospectus is included herein and is followed by the alternate
international cover page. The additional page for the international prospectus
included herein has been labeled "Alternate Page for International Prospectus."

If required pursuant to Rule 424(b) of the General Rules and the
Regulations under the Securities Act of 1933, as amended, copies of each of the
prospectuses in the forms in which they are used after the Registration
Statement becomes effective will be filed with the Securities and Exchange
Commission.
<PAGE> 3

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PROSPECTUS (Subject to Completion)

Issued , 1999

8,163,000 Shares

cumulus logo

CLASS A COMMON STOCK

------------------------

CUMULUS MEDIA INC. IS OFFERING 8,163,000 SHARES OF ITS CLASS A COMMON STOCK.
INITIALLY, THE U.S. UNDERWRITERS ARE OFFERING SHARES OF CLASS A
COMMON STOCK IN THE U.S. AND CANADA AND THE INTERNATIONAL UNDERWRITERS ARE
OFFERING SHARES OF CLASS A COMMON STOCK OUTSIDE THE U.S. AND
CANADA.

------------------------

CUMULUS MEDIA INC.'S CLASS A COMMON STOCK IS LISTED ON THE NASDAQ NATIONAL
MARKET UNDER THE SYMBOL "CMLS." ON JUNE 17, 1999, THE REPORTED LAST SALE PRICE
OF THE CLASS A COMMON STOCK ON THE NASDAQ NATIONAL MARKET WAS $18.375 PER SHARE.

------------------------

INVESTING IN THE CLASS A COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 13.

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PRICE $ A SHARE
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<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS CUMULUS
-------- ------------- -----------
<S> <C> <C> <C>
Per Share................................... $ $ $
Total....................................... $ $ $
</TABLE>

The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

Cumulus Media Inc. has granted the U.S. underwriters the right to purchase up to
an additional 1,224,450 shares to cover over-allotments. Morgan Stanley & Co.
Incorporated expects to deliver the shares to purchasers on ,
1999.

------------------------

Joint Lead Managers

MORGAN STANLEY DEAN WITTER LEHMAN BROTHERS

BEAR, STEARNS & CO. INC. PRUDENTIAL SECURITIES

, 1999
<PAGE> 4

2 PAGE GATE FOLD

Cover page of gate fold: collage of logos of radio stations owned by us.
<PAGE> 5

Inside of gate fold: U.S. map and to the bottom right a Caribbean map
showing the locations of our radio stations.
<PAGE> 6

TABLE OF CONTENTS

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PAGE
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Prospectus Summary.................... 5
Risk Factors.......................... 13
Use of Proceeds....................... 21
Class A Common Stock Price Range and
Dividends........................... 22
Dividend Policy....................... 22
Capitalization........................ 23
Unaudited Pro Forma Financial
Statements.......................... 24
Selected Historical Financial Data.... 36
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 38
Business.............................. 46
Management............................ 66
</TABLE>

<TABLE>
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PAGE
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<S> <C>
Certain Relationships and Related
Transactions........................ 70
Principal Shareholders................ 71
Description of Capital Stock.......... 72
Description of Certain Indebtedness... 79
Shares Eligible for Future Sale....... 82
Underwriters.......................... 83
Certain United States Tax Consequences
to Non-U.S. Holders of Class A
Common Stock........................ 87
Legal Matters......................... 90
Experts............................... 90
Where You Can Find More Information... 91
</TABLE>

We are an Illinois corporation with our principal executive offices located
at 111 East Kilbourn Avenue, Suite 2700, Milwaukee, Wisconsin 53202, telephone
number (414) 615-2800. Our homepage is located at http://www.cumulusmedia.com.
The information included on our homepage is not a part of this prospectus.

You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell shares of Class A common
stock and seeking offers to buy shares of Class A common stock only in
jurisdictions where offers and sales are permitted. The information contained in
this prospectus is accurate only as of the date of this prospectus, regardless
of the time of delivery of this prospectus or any sale of the Class A common
stock. In this prospectus, the "Company," "Cumulus," "we," "us" and "our" refer
to Cumulus Media Inc. and its consolidated subsidiaries.

WE HAVE NOT TAKEN ANY ACTION TO PERMIT A PUBLIC OFFERING OF THE SHARES OF
CLASS A COMMON STOCK OUTSIDE THE U.S. PERSONS OUTSIDE THE U.S. WHO COME INTO
POSSESSION OF THIS PROSPECTUS MUST INFORM THEMSELVES ABOUT AND OBSERVE ANY
RESTRICTIONS RELATING TO THE OFFERING OF THE SHARES OF CLASS A COMMON STOCK AND
THE DISTRIBUTION OF THIS PROSPECTUS OUTSIDE OF THE U.S.

3
<PAGE> 7

CERTAIN DEFINITIONS AND MARKET AND INDUSTRY DATA

We use the term local marketing agreement, or LMA, in various places in
this prospectus. A typical LMA is an agreement under which a Federal
Communications Commission licensee of a radio station makes available, for a
fee, air time on its station to a party. Such party provides programming to be
broadcast during such air time and collects revenues from advertising it sells
for broadcast during such programming.

A station's or station group's power ratio is defined as such station's or
station group's revenue market share divided by its audience market share.

Metropolitan Statistical Areas, or MSAs, are based on the Arbitron Radio
Metro and Television Market Population Estimates 1997-1998.

Unless otherwise indicated:

- we obtained market ranking by radio advertising revenue, radio market
advertising revenue and radio market advertising data from BIA's
MasterAccess compiled by BIA Research, Inc.;

- we obtained total industry listener and revenue levels from the Radio
Advertising Bureau;

- we derived all audience share data and audience rankings, including
ranking by population, except where otherwise stated to the contrary,
from surveys of people ages 12 and over, listening Monday through Sunday,
6 a.m. to 12 midnight, and based on the Spring 1998 Arbitron Market
Report pertaining to each market, as reported by BIA; and

- we obtained revenue share data in each market presented from BIA as
adjusted for market information available to and known by us.

------------------------------

FORWARD-LOOKING STATEMENTS

In various places in this prospectus, we use statements which constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements relate to our future plans,
objectives, expectations and intentions. These statements may be identified by
the use of words such as "expects," "anticipates," "intends," "plans" and
similar expressions.

We caution prospective purchasers of Class A common stock that
forward-looking statements are not guarantees of future performance and that
they may involve risks and uncertainties. Actual results may differ from those
in the forward-looking statements as a result of various factors, including:

- risks and uncertainties relating to leverage;

- the need for additional funds;

- consummation of pending acquisitions;

- integration of such pending acquisitions;

- our ability to eliminate certain costs;

- the management of rapid growth;

- the popularity of radio as a broadcasting and advertising medium; and

- changing consumer tastes.

Many of these factors are beyond our control, and our actual results could
differ materially from those discussed in these statements. The "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business" sections of this prospectus identify important
factors that could cause such differences. If any of these factors were to
occur, then the results in these statements could be significantly different.

4
<PAGE> 8

PROSPECTUS SUMMARY

You should read this summary together with the more detailed information
and our consolidated financial statements and the notes to our consolidated
financial statements appearing elsewhere or incorporated by reference in this
prospectus. You should carefully consider, among other things, the matters set
forth in "Risk Factors."

THE COMPANY

We are a radio broadcasting company focused on acquiring, operating and
developing radio stations in mid-size radio markets in the U.S. and currently
own and operate 187 stations in 38 U.S. markets. We also provide sales and
marketing services under LMAs (pending FCC approval of acquisition) to 41
stations in 15 U.S. markets. We are the third largest radio broadcasting company
in the U.S. based on number of stations, and we believe, the eighth largest
radio broadcasting company in the U.S. based on 1998 pro forma net revenues. We
will own and operate a total of 244 radio stations (169 FM and 75 AM) in 45 U.S.
markets upon consummation of our pending acquisitions. According to BIA and the
Radio Advertising Bureau, we have assembled market-leading groups or clusters of
radio stations which rank first or second in terms of revenue share and/or
audience share in substantially all of our markets. On an historical basis, for
the three months ended March 31, 1999, we had net revenues of $31.9 million and
broadcast cash flow of $5.0 million. After giving pro forma effect to the
transactions described in the unaudited pro forma financial statements, we would
have had net revenues of $37.9 million and broadcast cash flow of $6.4 million
for the three months ended March 31, 1999.

We believe that the attractive operating characteristics of mid-size
markets, which we define as markets constituting Metropolitan Statistical Areas
100-268 as ranked by Arbitron, together with the relaxation of ownership limits
under the Telecommunications Act of 1996 and FCC rules, create significant
opportunities for growth from the formation of groups of radio stations within
these markets.

To maximize the advertising revenues and broadcast cash flow of our
stations, we seek to enhance the quality of radio programs for listeners and the
attractiveness of the radio station in a given market. We also increase the
amount of locally-originated programming. Within each market, our stations are
diversified in terms of format, target audience and geographic location,
enabling us to attract larger and broader listener audiences and thereby a wider
range of advertisers. This diversification, coupled with our favorable
advertising pricing, also has provided us with the ability to compete
successfully for advertising revenue against non-traditional competitors such as
print media and television.

We believe that we are in a position to generate revenue growth in excess
of historical market rates, increase audience and revenue shares within these
markets and, by capitalizing on economies of scale and by competing against
other media for incremental advertising revenue, increase our broadcast cash
flow growth rates and margins to those levels found in large markets. As we have
assembled our portfolio of stations over the past two years, most of our markets
are still in the development stage with the potential for substantial growth as
we implement our operating strategy.

MANAGEMENT TEAM

STATION PORTFOLIO

Our radio stations are organized into four regions: the Southeast, Midwest,
Southwest and Northeast. The listed regions correspond to the geographic
location of our markets. We operate each market as a distinct business unit and
we do not manage or report our business by region. The following chart sets
forth certain information as of June 18, 1999 with respect to our stations in
these regions, including stations for which we currently provide programming and
sell advertising under LMAs (16 of the pending stations to be acquired are not
under LMAs), before and after giving effect to our pending acquisitions:

<TABLE>
<CAPTION>
STATION PORTFOLIO
---------------------------------
MSA CLUSTER 12+ OWNED PENDING PRO FORMA
MARKET RANKING BY AUDIENCE --------- --------- ---------
MARKET RANK REVENUE SHARE SHARE FM AM FM AM FM AM
------ ------ ------------- -------- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SOUTHEAST REGION
Albany, GA........................... 246 2 36.4% 4 2 1 -- 5 2
Augusta, GA.......................... 110 1 28.1% 5 3 1 -- 6 3
Chattanooga, TN...................... 102 1 28.2% 4 1 -- -- 4 1
Columbus, GA......................... 169 1 32.4% 4 2 1 1 5 3
Columbus-Starkville, MS.............. n/a 1 -- -- -- 4 3 4 3
Florence, SC......................... 198 2 43.0% 3 3 4 -- 7 3
Laurel-Hattiesburg, MS............... 209 2 38.0% 2 1 3 1 5 2
Lexington-Fayette, KY................ 107 1 30.1% -- -- 4 1 4 1
Mobile, AL........................... 86 2 25.1% -- -- 3 2 3 2
Montgomery, AL....................... 141 1 30.0% 2 2 2 1 4 3
Muscle Shoals, AL.................... n/a 1 -- 2 1 -- -- 2 1
Myrtle Beach, SC..................... 173 2 17.6% 5 1 -- -- 5 1
Pensacola, FL........................ 121 2 12.0% -- -- 1 1 1 1
Salisbury-Ocean City, MD............. 152 1 26.7% 6 2 -- -- 6 2
Savannah, GA......................... 153 2 36.1% 5 2 -- -- 5 2
Tallahassee, FL...................... 163 1 32.3% 3 1 1 -- 4 1
Tupelo, MS........................... 178 1 22.7% 2 2 -- -- 2 2
Wilmington, NC....................... 177 2 21.4% 4 1 -- -- 4 1
MIDWEST REGION
Ann Arbor, MI........................ 145 1 7.4% 2 2 -- -- 2 2
Appleton-Oshkosh, WI................. 135 3 14.0% 2 2 -- -- 2 2
Bismarck, ND......................... 260 1 50.9% 3 1 1 2 4 3
Dubuque, IA.......................... 219 2 34.0% 4 1 -- -- 4 1
Eau Claire, WI....................... 231 2 33.9% -- -- 4 2 4 2
Faribault-Owatonna-Waseca, MN........ n/a 1 -- 4 4 -- -- 4 4
Green Bay, WI........................ 183 2 11.6% 3 -- -- -- 3 --
Kalamazoo, MI........................ 174 1 24.6% 2 1 -- -- 2 1
Mankato-New Ulm-St. Peter, MN........ n/a 1 -- 4 2 -- -- 4 2
Marion-Carbondale, IL................ 212 1 30.1% 4 2 -- -- 4 2
Mason City, IA....................... n/a 1 -- 5 2 -- -- 5 2
Monroe, MI........................... n/a 1 -- 1 -- -- -- 1 --
Rochester, MN........................ n/a 1 -- 2 2 -- -- 2 2
Toledo, OH........................... 78 1 32.9% 4 2 1 -- 5 2
Topeka, KS........................... 180 2 19.6% 2 2 -- -- 2 2
SOUTHWEST REGION
Abilene, TX.......................... 226 2 23.4% 4 -- -- -- 4 --
Amarillo, TX......................... 188 2 25.6% 4 2 -- -- 4 2
Beaumont-Port Arthur, TX............. 130 2 31.4% 3 2 -- -- 3 2
Fayetteville, AR..................... 156 2 24.6% 4 2 -- -- 4 2
Ft. Smith, AR........................ 170 4 14.9% -- -- 3 -- 3 --
</TABLE>

6
<PAGE> 10

We also own and operate five radio stations in various locations throughout
the English-speaking Eastern Caribbean, including Trinidad, St. Kitts-Nevis, St.
Lucia, Montserrat and Antigua-Barbuda, and we have been granted a license for a
FM station covering Barbados and Tortola, British Virgin Islands.

ACQUISITION STRATEGY

In identifying acquisition candidates, we adhere to a specific acquisition
strategy. We seek to acquire radio broadcasting stations in diversified, growing
mid-size markets because we believe these markets offer substantial growth
opportunities for us. We seek to acquire stations which will enable us to create
a leading position in ratings and format in their markets. Additionally, we seek
capable local management, an FCC license which enables coverage of the entire
market, and high quality technical and operating facilities. We target stations
that we believe give us the opportunity to significantly increase revenues and
broadcast cash flow. In executing this strategy, we focus on markets with:

- diversified, growing economies that do not depend on any single industry
or employer;

- a regional fit with our overall portfolio concentrations (the Southeast,
Midwest, Southwest and Northeast regions of the U.S.);

- proximity to larger markets that may lead to increased economic expansion
into our markets;

- previously unconsolidated radio stations with fragmented ownership; and

- the opportunity to assemble a group of stations that have competitive
signal coverage and that are diversified in format to provide a broad
range of target audiences for advertisers.

INTEGRATION OF ACQUIRED BUSINESSES

Through our 89 completed and pending acquisitions, we have developed an
efficient process of integrating newly acquired properties into our overall
culture and operating philosophy. To do so, we have developed an integration
plan consisting of five key elements:

- use sophisticated market research to assess and enhance format quality
and effectiveness to increase audience share;

- make necessary improvements in transmission facilities, audio processing
and studio facilities;

- expand our sales organization through active recruiting and increase its
effectiveness through in-depth training;

- add new stations to our intranet communications network and install our
centralized networked accounting system and proprietary system for
real-time monitoring of station sales and inventory performance by
management; and

- establish revenue and expense budgets consistent with the programming and
sales strategy.
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<PAGE> 11

From time to time, in compliance with applicable law, we enter into an LMA
or a consulting arrangement with a target property prior to FCC final approval
and the consummation of the acquisition in order to gain a head start on the
integration process. See "Risk Factors -- Risks of Acquisition Strategy."

OPERATING STRATEGY

Our operating strategy has the following principal components:

- ASSEMBLE AND DEVELOP LEADING STATION GROUPS. In each market, we acquire
leading stations in terms of revenue or audience share as well as
under-performing stations which we believe create an opportunity for
growth. Each station within a market generally has a different format and
an FCC license that provides for full signal coverage in the market area.

- DEVELOP EACH STATION AS A UNIQUE ENTERPRISE. While stations within a
market share common infrastructure in terms of office space, support
personnel and certain senior management, each station is developed and
marketed as an individual brand with its own identity, programming,
programming personnel, inventory of time slots and sales force. We
believe that this strategy maximizes the revenues per station and of the
group as a whole.

- USE RESEARCH TO GUIDE PROGRAMMING. We use audience research and music
testing to refine each station's programming content to match the
preferences of the station's target demographic audience. We also seek to
enrich our listeners' experiences by increasing both the quality and
quantity of local programming. We believe this strategy maximizes the
number of listeners for each station.

- POSITION STATION GROUPS TO COMPETE WITH PRINT AND TELEVISION. While
advertising for each station is sold independently of other stations, the
diverse station formats within each market have enabled us to attract a
larger and broader listener audience which in turn has attracted a wider
range of advertisers. We believe this diversification, coupled with our
favorable advertising pricing, has provided us with the ability to
compete successfully against not only traditional radio competitors, but
also against non-traditional competitors such as newspapers, print media
and television.

- ORGANIZE MARKETS IN ADVERTISER REGIONS. Our markets are located in four
regional concentrations: the Southeast, Midwest, Southwest and Northeast.
By assembling market clusters with a regional concentration, we believe
that we will be able to increase revenues by offering regional coverage
of key demographic groups that were previously unavailable to national
and regional advertisers.

- EMPLOY INTERNET-BASED MANAGEMENT INFORMATION SYSTEMS. We have
implemented an Internet-based proprietary software application which
enables us to monitor daily sales activity and inventory performance by
station and by market compared to their respective budgets. It also
enables us to identify any under-performing stations, determine the
explanation for the under-performance and take corrective action quickly.
In addition, the Internet provides all of our stations with a
cost-efficient and rapid medium to exchange ideas and views regarding
station operations and ways to increase advertising revenues.

OUR PENDING ACQUISITIONS

From time to time, we enter into letters of intent with potential sellers
of radio stations and we are currently a party to seven letters of intent,
accounting for ten stations. These arrangements allow us to review such
potential sellers' radio stations and propose the terms of a possible purchase
agreement. We cannot assure you that any potential transaction under a letter of
intent will result in the execution of a definitive purchase agreement or be
consummated.

8
<PAGE> 12

OUR NEW CREDIT FACILITY

We have signed a commitment letter with our existing lenders providing for
a new credit facility in an aggregate principal amount of $225.0 million. We
anticipate that our new credit facility will consist of an eight-year term loan
facility in the amount of $75.0 million, an eight and one-half year term loan
facility in the amount of $50.0 million, a revolving credit facility in the
amount of $50.0 million that converts to a seven-year term loan 364 days after
closing and a seven-year revolving credit facility in the amount of $50.0
million. See "Description of Certain Indebtedness -- Our New Credit Facility."

9
<PAGE> 13

THE OFFERING

Class A common stock
offered(1):

U.S. offering............... shares

International offering...... shares

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Total.................... 8,163,000 shares
--------------------------------------------
--------------------------------------------

Common stock outstanding after
this offering:

Class A common stock........ 17,088,504 shares(1)

Class B common stock........ 8,660,416 shares

Class C common stock........ 2,151,277 shares
--------------------------------------------

Total.................... 27,900,197 shares
--------------------------------------------
--------------------------------------------

Over-allotment option......... 1,224,450 shares of Class A common stock.

Shareholder rights............ Holders of Class A common stock, Class B common
stock and Class C common stock have identical
rights, except with respect to voting and
conversion.

Voting........................ Holders of the Class A common stock are
entitled to one vote per share. Except upon the
occurrence of certain events, holders of the
Class B common stock are not entitled to vote.
Holders of the Class C common stock are
entitled to ten votes per share subject to
certain exceptions.

Conversion.................... Under certain conditions and subject to prior
governmental approval, each share of Class B
common stock is convertible into one share of
Class A common stock or one share of Class C
common stock at the option of the holder.
Subject to prior governmental approval, each
share of Class C common stock is convertible
into one share of Class A common stock at the
option of the holder. See "Description of
Capital Stock."

Use of proceeds............... Approximately $49.8 million of the net proceeds
of this offering will be used to redeem a
portion of our Series A preferred stock, with
the remaining amount to be used to repay a
portion of the principal outstanding under our
old credit facility. We anticipate repaying the
remaining amount of principal outstanding under
our old credit facility, funding the completion
of our pending acquisitions and paying related
fees and expenses with the proceeds from
borrowings under our new credit facility. See
"Use of Proceeds" and "Description of Certain
Indebtedness."

Nasdaq National Market
Symbol........................ CMLS
- ------------
(1) Unless otherwise specifically stated, the information throughout this
prospectus does not take into account the possible issuance of additional
shares of Class A common stock to the U.S. underwriters pursuant to their
right to purchase additional shares to cover their over-allotments.

RISK FACTORS

See "Risk Factors" immediately following this summary for a discussion of
certain risk factors relating to us, our business and an investment in shares of
our Class A common stock.

10
<PAGE> 14

SUMMARY HISTORICAL AND UNAUDITED PRO FORMA
FINANCIAL DATA

The following sets forth our summary historical financial data for the
period from inception on May 22, 1997 to December 31, 1997, for the year ended
December 31, 1998 and for the three months ended March 31, 1998 and 1999. The
summary historical financial data are derived from, and should be read in
connection with, our audited and unaudited consolidated financial statements
incorporated by reference in this prospectus. The following also sets forth
summary unaudited pro forma financial data which are derived from our unaudited
pro forma financial statements included elsewhere in this prospectus. The pro
forma statement of operations data for the year ended December 31, 1998 and the
three months ended March 31, 1999 give effect to this offering, the completion
of our 1998 and 1999 acquisitions and our pending acquisitions, our initial
public offerings of our Class A common stock, our senior subordinated notes and
our Series A preferred stock, the redemption of a portion of our Series A
preferred stock, borrowings under and the repayment of all indebtedness
outstanding under our old credit facility and borrowings under our new credit
facility as if such transactions had occurred on January 1, 1998. The pro forma
balance sheet data as of March 31, 1999, give effect to this offering, the
redemption of a portion of our Series A preferred stock, the completion of our
pending acquisitions and acquisitions completed after March 31, 1999, borrowings
under and the repayment of all indebtedness outstanding under our old credit
facility and borrowings under our new credit facility as if they had occurred on
March 31, 1999. The summary unaudited pro forma financial data is presented for
illustrative purposes only and is not indicative of the operating results or
financial position that would have occurred if the transactions described above
had been consummated on the dates indicated, nor is it indicative of future
operating results or financial positions. The summary unaudited pro forma
financial data are based on certain assumptions and adjustments described in the
notes to the unaudited pro forma financial statements and should be read in
conjunction therewith. See also "Risk Factors -- Substantial Leverage,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the unaudited pro forma financial statements and historical
consolidated financial statements included elsewhere or incorporated by
reference in this prospectus.

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, THREE MONTHS ENDED MARCH 31,
PERIOD FROM ----------------------- ----------------------------------------
INCEPTION ON PRO FORMA PRO FORMA
MAY 22, 1997 TO AS AS
DECEMBER 31, ADJUSTED ADJUSTED
1997(1) 1998 1998 1998 1999 1999
--------------- -------- ------------ ----------- ----------- ------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net revenues....................... $ 9,163 $ 98,787 $169,187 $ 12,500 $ 31,915 $ 37,859
Station operating expenses
excluding depreciation and
amortization..................... 7,147 72,154 126,739 10,904 26,870 31,433
Depreciation and amortization...... 1,671 19,584 39,445 2,748 7,584 9,868
Corporate general and
administrative expenses.......... 1,276 5,607 8,920 961 1,674 1,975
Non-cash stock compensation
expense.......................... 1,689 -- -- -- -- --
------- -------- -------- -------- -------- --------
Operating income (loss)............ (2,620) 1,442 (5,917) (2,113) (4,213) (5,417)
Net interest expense............... 837 13,178 31,101 1,374 5,881 8,027
Net loss before extraordinary
item............................. (3,578) (11,864) (37,316) (3,493) (10,094) (13,550)
Basic and diluted loss per common
share............................ (.31) (1.70) (1.76) (.49) (.74) (.60)
OTHER FINANCIAL DATA:
Broadcast cash flow(2)............. $ 2,016 $ 26,633 $ 42,448 $ 1,596 $ 5,045 $ 6,426
Broadcast cash flow margin(2)...... 22.0% 27.0% 25.1% 12.8% 15.8% 17.0%
EBITDA(2).......................... 740 21,026 33,528 635 3,371 4,451
</TABLE>

11
<PAGE> 15

<TABLE>
<CAPTION>
AS OF MARCH 31,
---------------------------
AS OF DECEMBER 31, PRO FORMA
-------------------- AS ADJUSTED
1997 1998 1999 1999
-------- -------- ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets................................ $110,441 $517,631 $533,726 $709,995
Long-term debt, including current portion... 42,801 222,767 252,763 331,431
Preferred stock subject to mandatory
redemption................................ 13,426 133,741 138,286 94,536
Total stockholders' equity.................. 49,976 125,135 110,495 244,479
</TABLE>

- ------------
(1) We were incorporated on May 22, 1997. Between the date of formation of
Cumulus Media, LLC, which was April 18, 1997, and May 22, 1997, Cumulus
Media, LLC undertook certain activities on our behalf pending our
incorporation, including the incurrence of expenses and the funding of
escrow deposits for acquisitions. Upon our incorporation, these activities
and the related expenses were transferred to us.

(2) Broadcast cash flow consists of operating income (loss) before depreciation
and amortization, non-cash stock compensation expense and corporate general
and administrative expenses. EBITDA consists of operating income (loss)
before depreciation and amortization and non-cash stock compensation
expense. EBITDA, as defined by us, may not be comparable to similarly titled
measures used by other companies. Although broadcast cash flow and EBITDA
are not measures of performance calculated in accordance with GAAP,
management believes that they are useful to an investor in evaluating our
performance because they are measures widely used in the broadcast industry
to evaluate a radio company's operating performance. However, broadcast cash
flow and EBITDA should not be considered in isolation or as substitutes for
net income, cash flow from operating activities and other income or cash
flow statement data prepared in accordance with GAAP, or as measures of
liquidity or profitability.

12
<PAGE> 16

RISK FACTORS

You should carefully consider the risks described below before making an
investment decision. The risks described below are not the only ones facing our
company. Additional risks not presently known to us or that we currently deem
immaterial may also impair our business operations. Our business, results of
operations or financial condition could be materially adversely affected by any
of these risks. The trading price of our Class A common stock could decline due
to any of these risks, and you may lose all or part of your investment. You
should also refer to the other information set forth or incorporated by
reference in this prospectus, including our consolidated financial statements
and the notes to our consolidated financial statements.

This prospectus contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may," "will,"
"should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue" or the negative of such terms and other
comparable terminology. These statements are only predictions. Actual events or
results may differ materially. In evaluating these statements, you should
specifically consider various factors, including the risks outlined below. These
factors may cause our actual results to differ materially from any
forward-looking statement.

RISKS OF ACQUISITION STRATEGY -- THERE ARE SIGNIFICANT RISKS ASSOCIATED WITH OUR
ACQUISITION STRATEGY.

We intend to grow through internal expansion and by acquiring radio
broadcasting companies, radio station groups and individual radio stations
primarily in mid-size markets. We cannot predict whether we will be successful
in pursuing such acquisitions or what the consequences of any such acquisitions
would be. We are currently evaluating certain acquisitions, as described in
"Business -- Acquisition Strategy." Consummation of our pending acquisitions and
any subsequent acquisitions are subject to various conditions, including:

- With regard to the FCC:

-- approval of license assignments and transfers;

-- limits on the number of stations a broadcaster may own in a given
local market; and

-- other rules or policies, such as the ownership attribution rules and
cross-interest policy, which could limit our ability to acquire
stations in certain markets where one or more of our shareholders has
other media interests.

- Filing with the U.S. Department of Justice and the Federal Trade
Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
("HSR Act"), where applicable; expiration or termination of the waiting
period under the HSR Act; and possible review by the U.S. Department of
Justice or the Federal Trade Commission of antitrust issues either under
the HSR Act or otherwise.

We cannot be certain that any of these conditions will be satisfied.
Petitions or informal objections are pending against our FCC license assignment
applications in the following markets in which we have pending acquisitions:
Grand Junction, Colorado; Columbus-Starkville, Mississippi; Columbus, Georgia;
Augusta, Georgia; and Wichita Falls, Texas. All such petitions and objections
must be resolved before we can obtain FCC approval and consummate the pending
acquisitions.

In addition, the Department of Justice is actively investigating, and has
issued civil investigative demands to us seeking documents and information with
respect to our pending acquisitions of three stations in the Grand Junction,
Colorado market and five stations in the Lexington-Fayette, Kentucky market that
we currently operate under LMAs. These investigations could result in our
inability to acquire one or more of these stations in each market. Other pending
or subsequent acquisitions may be the subject of Department of Justice
investigations from time to time. The Department of Justice has been active in
reviewing radio broadcasting acquisitions and has challenged a number of such
transactions where the transaction would result in local radio advertising
revenue shares for the acquiring firm of more than 40%, and in some cases, as
low as 35%. We estimate that we have more than a 35% share of radio advertising
revenues in many of our markets. See "Business -- Federal Regulation of Radio
Broadcasting." However, we believe that our operating and

13
<PAGE> 17

sales practices and demand-driven pricing policies serve to improve our product,
expand advertising volume and increase competition in a market while providing
more choice to advertisers and to listeners.

Upon consummation of our pending acquisitions, we will own and operate 244
radio stations in 45 U.S. markets. Our two largest markets in terms of net
revenues and broadcast cash flow are Toledo, Ohio and Lexington-Fayette,
Kentucky, which together account for 11.0% of net revenues and 19.0% of
broadcast cash flow based on the pro forma statement of operations for the year
ended December 31, 1998 included elsewhere in this prospectus. Accordingly, a
decline in net revenues and broadcast cash flow in these markets could have a
disproportionate effect on our business, results of operations or financial
condition.

Our acquisition strategy involves numerous risks, including risks
associated with:

- identifying acquisition candidates and negotiating definitive purchase
agreements on satisfactory terms;

- integrating operations and systems and managing a large and
geographically diverse group of stations;

- diverting management's attention from other business concerns;

- potentially losing key employees at acquired stations; and

- the diminishing number of properties available for sale in mid-size
markets.

We cannot be certain that we will be able to manage the resulting business
effectively or that any pending or subsequent acquisition will benefit us. In
addition, we are not certain that we will be able to acquire properties at
valuations as favorable as previous acquisitions. Depending upon the nature,
size and timing of future acquisitions, we may be required to raise financing in
addition to the financing necessary to consummate the pending acquisitions. We
cannot assure you that our new credit facility, the indenture governing our
senior subordinated notes, the certificate of designation relating to our Series
A preferred stock, the exchange debenture indenture governing the senior
subordinated notes which may be issued in exchange for our Series A preferred
stock or any other agreements to which we are a party will permit such
additional financing or that such additional financing will be available to us
or, if available, that such financing would be on terms acceptable to our
management. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources."

LIMITED OPERATING HISTORY -- WE HAVE A LIMITED OPERATING HISTORY UPON WHICH YOU
MAY EVALUATE OUR PERFORMANCE.

We began operations in May 1997 and, consequently, we have a limited
operating history and limited historical financial information upon which you
may evaluate our performance.

MANAGEMENT OF RAPID GROWTH -- OUR RAPID GROWTH AND THE INTEGRATION OF ACQUIRED
BUSINESSES WILL BE DIFFICULT TO MANAGE.

Our rapid growth through acquisitions places significant demands on our
administrative, operational and financial resources. Although we have been
successful to date in initiating the integration of new properties, future
performance and profitability, if any, will depend in part on our ability to
fully integrate the operations and systems of acquired radio stations and radio
groups, to hire additional qualified personnel, and to enhance our
Internet-based and other management systems.

NET LOSS -- WE HAVE INCURRED, AND EXPECT TO INCUR, LOSSES DURING OUR GROWTH
PERIOD.

We had a net loss attributable to common stockholders of approximately
$14.6 million for the three months ended March 31, 1999 and $27.3 million for
the year ended December 31, 1998. On a pro forma basis, net loss before
extraordinary item attributable to common stockholders for the year ended
December 31, 1998 and the three months ended March 31, 1999 would have been
$49.1 million and $16.7 million, respectively. Additional losses can be expected
to continue while we pursue our strategy of acquiring and developing radio
stations.

14
<PAGE> 18

SIGNIFICANT CAPITAL REQUIREMENTS -- WE WILL REQUIRE SIGNIFICANT CAPITAL TO
CONSUMMATE OUR PENDING ACQUISITIONS AND REFINANCE OUR OLD CREDIT FACILITY.

If consummated, the pending acquisitions and other acquisitions for which
we have entered into letters of intent with potential sellers will require
substantial capital. We estimate our capital requirements for the consummation
of our pending acquisitions through the first quarter of 2000 to be $161.9
million. In addition, the refinancing of our old credit facility will require
$100.0 million. We expect that our new credit facility, the proceeds from this
offering and other sources available to us will provide sufficient funds for us
to complete our pending acquisitions and refinance our old credit facility. Our
future capital requirements will depend upon many factors, however, including
the volume of future acquisitions and regulatory, technological and competitive
developments in the radio broadcasting industry. Our future capital requirements
may differ materially from our current estimates.

SUBSTANTIAL LEVERAGE -- WE HAVE SIGNIFICANT INDEBTEDNESS WHICH COULD IMPAIR OUR
ABILITY TO OPERATE AND EXPOSE US TO CERTAIN RISKS.

After the consummation of this offering, we will have consolidated
indebtedness that is substantial in relation to our consolidated cash flow and
stockholders' equity. As of March 31, 1999, after giving effect to this
offering, the completion of our pending acquisitions, our acquisitions completed
after March 31, 1999, the redemption of a portion of our Series A preferred
stock, borrowings under and the repayment of all indebtedness outstanding under
our old credit facility and borrowings under our new credit facility, we would
have had outstanding consolidated long-term indebtedness (including current
portion) of approximately $331.4 million, preferred stock subject to mandatory
redemption of approximately $94.5 million and stockholders' equity of
approximately $244.5 million. See "Capitalization." Subject to certain
significant exceptions, our new credit facility, indenture, certificate of
designation and exchange debenture indenture limit our ability and our
subsidiaries' ability to incur additional indebtedness.

Our level of indebtedness could have several important consequences to the
holders of the Class A common stock, including:

- a substantial portion of our cash flow from operations will be used to
repay our debts and will not be available for other purposes;

- our ability to obtain additional financing for working capital, capital
expenditures, acquisitions, general corporate and other purposes may be
impaired in the future;

- the restrictions contained in our new credit facility, indenture,
certificate of designation and exchange debenture indenture could further
limit our ability to expand and make capital improvements;

- certain of our borrowings will be at variable rates of interest,
including any borrowings under our new credit facility, which will expose
us to the risk of increased interest rates;

- our level of indebtedness could make us more vulnerable to economic
downturns, limit our ability to withstand competitive pressures and
reduce our flexibility in responding to changing business and economic
conditions; and

- certain restrictions contained in our new credit facility, indenture,
certificate of designation and exchange debenture indenture limit our
ability to pay dividends and make other distributions to our
stockholders.

ABILITY TO SERVICE DEBT OBLIGATIONS -- OUR ABILITY TO FULFILL OUR DEBT
OBLIGATIONS COULD BE ADVERSELY AFFECTED BY MANY FACTORS.

Our ability to repay our debt obligations will depend upon our future
financial and operating performance, which, in turn, is subject to prevailing
economic conditions and financial, business, competitive, legislative and
regulatory factors, certain of which are beyond our control. We cannot be
certain that our operating results, cash flow and capital resources will be
sufficient to repay our debt and other obligations in the future. In the

15
<PAGE> 19

absence of such operating results and resources, we could face substantial
liquidity problems and may be required to:

- reduce or delay planned acquisitions, expansions and capital
expenditures;

- sell material assets and/or operations;

- obtain additional equity capital; and/or

- restructure our debt.

We cannot provide you any assurance as to (1) the timing of any sales or
the proceeds that we could realize from any such sales, (2) our ability to
obtain additional equity capital or restructure debt or (3) whether such sales,
additional equity capital or restructuring of debt could be effected on terms
satisfactory to us or at all.

RESTRICTIONS IMPOSED BY TERMS OF INDEBTEDNESS AND PREFERRED STOCK -- OUR
EXISTING DEBT AGREEMENTS AND THE TERMS OF OUR SERIES A PREFERRED STOCK IMPOSE
SIGNIFICANT RESTRICTIONS ON US.

Our new credit facility, indenture, certificate of designation and exchange
debenture indenture restrict, among other things, our ability to:

- incur additional indebtedness;

- pay dividends or make certain other restricted payments;

- enter into certain transactions with affiliates;

- merge or consolidate with any other person; or

- sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of our assets.

In addition, our new credit facility, indenture, certificate of designation and
exchange debenture indenture also restrict our ability to incur liens or to sell
certain assets. Our new credit facility also requires us to maintain specified
financial ratios and to satisfy certain financial condition tests. Our ability
to meet those financial ratios and financial condition tests can be affected by
events beyond our control, and we cannot be sure that we will meet those tests.
A breach of any of these restrictions could result in a default under our new
credit facility, indenture, certificate of designation and/or exchange debenture
indenture. If an event of default under our new credit facility occurs, then our
new credit facility lenders could declare all amounts outstanding, including
accrued interest, immediately due and payable. If we could not repay those
amounts, such lenders could proceed against the collateral pledged to them to
secure that indebtedness. If our new credit facility indebtedness were
accelerated, our assets may not be sufficient to repay in full such indebtedness
and our other indebtedness. Our ability to comply with the restrictions and
covenants in our new credit facility, indenture, certificate of designation and
exchange debenture indenture will depend upon our future performance and various
other factors, such as legislative, business and regulatory factors, certain of
which are beyond our control. If we fail to comply with the restrictions and
covenants in our new credit facility, indenture, certificate of designation or
exchange debenture indenture, the holders of our senior subordinated notes, our
exchange debentures issued or issuable in exchange for our Series A preferred
stock and/or our indebtedness under our new credit facility could declare all
amounts owed to them immediately due and payable.

BUSINESS RISKS -- MANY FACTORS COULD ADVERSELY AFFECT OUR FINANCIAL PERFORMANCE.

Our future operations are subject to many factors that could have a
material adverse effect upon our financial performance. These factors include:

- economic conditions, both generally and with respect to the radio
broadcasting industry;

- changes in population and other demographics;

- changes in audience tastes;

16
<PAGE> 20

- the level of competition for advertising dollars with other radio
stations, television stations and other entertainment and communications
media;

- fluctuations in operating costs;

- technological changes and innovations; and

- changes in laws and governmental regulations and policies and actions of
federal regulatory bodies, including the Department of Justice, the
Federal Trade Commission and the FCC.

Although we believe that substantially all of our radio stations, including
those to be acquired upon completion of our pending acquisitions, are positioned
to compete effectively in their respective markets, we cannot be certain that
any such station will be able to maintain or increase its current audience
ratings and advertising revenues. See "Business -- Competition."

COMPETITION -- WE OPERATE IN A VERY COMPETITIVE BUSINESS ENVIRONMENT.

Radio broadcasting is a highly competitive business. Our stations,
including those to be acquired upon completion of the pending acquisitions,
compete for listeners and advertising revenues directly with other radio
stations within their respective markets, as well as with other media such as
newspapers, magazines, cable and broadcast television, outdoor advertising and
direct mail. In addition, many of our stations compete with groups of two or
more radio stations operated by a single operator.

Audience ratings and market shares fluctuate, and any adverse change in a
particular market could have a material adverse effect on the revenue of
stations located in that market. While we already compete with other stations
with comparable programming formats in many of our markets, our stations could
suffer a reduction in ratings and/or revenue and could require increased
promotional and other expenses, and consequently, could have a lower broadcast
cash flow, if:

- another radio station in the market were to convert its programming
format to a format similar to one of our stations or launch aggressive
promotional campaigns;

- a new station were to adopt a competitive format; or

- an existing competitor were to strengthen its operations.

Radio broadcasting is also subject to competition from new media
technologies, such as the delivery of audio programming by cable television
systems, the introduction of digital audio broadcasting and delivery of radio
programming over the Internet and by satellite. Digital audio broadcasting may
deliver by satellite to nationwide and regional audiences multi-channel,
multi-format digital radio services with sound quality equivalent to compact
discs and may sell advertising. We cannot predict what effect, if any, such new
technologies may have on the radio broadcasting industry or on us. See
"Business -- Competition."

The Telecommunications Act of 1996 (the "Telecom Act") allows for the
consolidation of ownership of radio broadcasting stations in the markets in
which we operate or may operate in the future. Some competing consolidated
owners may be larger and have substantially more financial and other resources
than we do. In addition, increased consolidation in our target markets may
result in greater competition for acquisition properties and a corresponding
increase in purchase prices paid for such properties by us. See "Business --
Competition."

GOVERNMENTAL REGULATION OF BROADCASTING INDUSTRY -- THE BROADCASTING INDUSTRY IS
SUBJECT TO EXTENSIVE AND CHANGING FEDERAL REGULATION.

The FCC requires prior approval for the issuance, renewal, modification,
transfer of control, or assignment of broadcasting station operating licenses.
The Telecom Act and FCC rules limit the number of broadcasting properties that
we may acquire in any market, and regulates certain operating practices of radio
stations. Additionally, the Communications Act of 1934, as amended (the
"Communications Act"), and FCC rules impose limitations on non-U.S. ownership
and voting of our capital stock. The Telecom Act creates

17
<PAGE> 21

significant new opportunities for broadcasting companies, but also creates
uncertainties as to how the FCC and the courts will enforce and interpret the
Telecom Act.

The number of radio stations we may acquire or program pursuant to an LMA
in any market, overall and in each service (i.e., AM or FM), is limited by the
Telecom Act and FCC rules. That number may vary depending upon whether the
interests in other radio stations or certain other media properties of certain
of our affiliates are attributable to those affiliates under FCC rules. The FCC
generally applies its ownership limits to "attributable" interests held by an
individual, corporation, partnership or other association. The interests of our
officers, directors and stockholders with five percent or greater voting power
are generally attributable to us. Certain of our officers and directors, and at
least one of our stockholders, have attributable broadcast interests outside of
their involvement with us. These attributable interests will limit the number of
radio stations that we may acquire or own in any market in which such officers
or directors (or stockholders) hold or acquire such outside attributable
broadcast interests. In addition, under the FCC's cross-interest policy, the FCC
may prohibit a party from acquiring an attributable interest in one media outlet
and a substantial non-attributable interest in another media outlet in the same
market, which could prohibit a particular acquisition by us.

Our business will depend upon our maintaining broadcasting licenses issued
to us by the FCC. Such licenses are ordinarily issued for a maximum term of
eight years. Although it is rare for the FCC to deny a license renewal
application, we cannot be certain that our future renewal applications will be
approved or that such renewals will not include conditions or qualifications
that could adversely affect us. In addition, governmental regulations and
policies may change over time and such changes could have a material adverse
impact upon our business, results of operations or financial condition . See
"Business -- Federal Regulation of Radio Broadcasting."

REGULATORY APPROVALS -- WE ARE REQUIRED TO OBTAIN PRIOR FCC APPROVAL FOR EACH
RADIO STATION ACQUISITION.

The consummation of radio station acquisitions requires prior approval of
the FCC with respect to the transfer of control or assignment of the broadcast
licenses of the acquired stations. The FCC has not yet approved certain of our
pending acquisitions. Certain of our pending acquisitions are being challenged
before the FCC by competitors in five markets. The FCC staff has also stated
that it is reevaluating its local radio market concentration policies and
procedures, even where proposed assignments would comply with the Telecom Act
and the FCC's multiple-ownership rules. The FCC could prohibit or require the
restructuring of our future acquisitions, including the pending acquisitions, as
a result of this policy review and its concerns about market concentration
generally. In addition, where such acquisitions would result in certain local
radio advertising revenue concentration thresholds being met, the FCC staff has
a policy of reviewing applications for proposed radio station acquisitions with
respect to local market concentration concerns, and specifically invites public
comment on such applications. This policy may help trigger petitions to deny and
informal objections against FCC applications for certain of our pending
acquisitions and future acquisitions. There can be no assurance that the FCC
will approve our future acquisitions, including our pending acquisitions.

EFFECTS OF ECONOMIC RECESSION -- OUR ABILITY TO GENERATE ADVERTISING REVENUE
COULD BE AFFECTED BY ECONOMIC RECESSION.

We derive substantially all of our revenue from the sale of advertising
time on our radio stations. Our broadcasting revenue could be adversely affected
by a future national recession. In addition, because a substantial portion of
the revenue is derived from local advertisers, our ability to generate
advertising revenue in specific markets could be adversely affected by local or
regional economic downturns. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business -- Advertising
Sales."

18
<PAGE> 22

CONTROLLING SHAREHOLDERS -- CERTAIN SHAREHOLDERS CONTROL 60.0% OF THE TOTAL
VOTING POWER OF OUR CAPITAL STOCK.

After the completion of this offering, Messrs. Weening and Dickey will own
directly, or through QUAESTUS Management Corporation and DBBC of Georgia, LLC,
respectively, an aggregate of 2.0% of the outstanding Class A common stock and
51.2% of the outstanding Class C common stock. Each share of Class C common
stock, subject to certain exceptions, entitles its holder to ten votes and, as a
result, Messrs. Weening and Dickey will control 60.0% of the total voting power
of our capital stock. Consequently, they will have the power to elect a majority
of our directors and control the management of Cumulus. The interests of Messrs.
Weening and Dickey may differ from the interests of the other holders of Class A
common stock. See "Principal Shareholders."

POTENTIAL CONFLICTS OF INTEREST -- CERTAIN MEMBERS OF MANAGEMENT HAVE POTENTIAL
CONFLICTS OF INTEREST WITH US.

Messrs. Weening and Dickey each have direct interests in entities that have
entered into service agreements with us. Certain conflicts of interest may arise
with respect to transactions between these entities and Cumulus. See "Certain
Relationships and Related Transactions."

TRANSACTIONS WITH AFFILIATES -- CERTAIN ENTITIES CONTROLLED BY MEMBERS OF
MANAGEMENT HAVE ENTERED INTO SERVICE AGREEMENTS WITH US.

QUAESTUS Management Corporation, which Mr. Weening controls, has acted as
one of our financial and strategic advisors since our inception. Stratford
Research, Inc., which Mr. Dickey controls, has acted as our market research and
programming advisor since our inception. See "Certain Relationships and Related
Transactions."

YEAR 2000 RISK -- WE FACE RISKS FROM POTENTIAL YEAR 2000 PROBLEMS.

The year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of our computer
programs or hardware that have date-sensitive software or embedded chips may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could cause a system failure or miscalculation in our broadcast and corporate
locations which could cause disruptions of operations, including, among other
things, a temporary inability to produce broadcast signals, process financial
transactions, or engage in similar normal business activities.

Based on recent system evaluations, surveys and ongoing on-site
inventories, we will be required to modify or replace portions of our software
and certain hardware so that those systems will properly utilize dates beyond
December 31, 1999. We presently believe that with modifications or replacements
of existing software and certain hardware, the year 2000 issue can be mitigated.
If such modifications and replacements are not made, or are not completed in
time, the year 2000 issue could have a material impact on our business, results
of operations or financial condition.

While we believe our efforts will provide reasonable assurance that
material disruptions will not occur due to internal failure, the possibility of
interruption still exists. We are currently querying other significant vendors
that do not share information systems with us (external agents). To date, we are
not aware of any external agent with a year 2000 issue that would materially
impact our business, results of operations or financial condition. However, we
have no means of ensuring that external agents will be year 2000 ready. The
inability of external agents to complete their year 2000 resolution process in a
timely fashion could materially impact our business, results of operations or
financial condition. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Year 2000 Risk."

RELIANCE ON KEY PERSONNEL -- THE LOSS OF CERTAIN KEY OFFICERS OR EMPLOYEES COULD
ADVERSELY AFFECT US.

Our business is managed by a small number of key management and operating
personnel. The loss of key personnel could have a material adverse effect on
business, results of operations or financial condition. We

19
<PAGE> 23

believe that our future success will depend in large part on our ability to
attract and retain highly skilled and qualified personnel and to expand, train
and manage our employee base. We have entered into employment agreements with
Messrs. Weening, Dickey, Bungeroth and Bonick that include provisions
restricting the ability of Messrs. Weening, Dickey, Bungeroth and Bonick to
compete against us in certain circumstances. We have arranged for "key-man"
insurance on the life of Mr. Weening, and intend to arrange for such insurance
on the lives of Messrs. Dickey and Bungeroth. See "Management -- Employment
Agreements."

We also employ several on-air personalities with loyal audiences in their
respective markets. The loss of one of these personalities could result in a
short-term loss of audience share, but we do not believe that any such loss
would have a material adverse effect on our business, results of operations or
financial condition.

SHARES ELIGIBLE FOR FUTURE SALE -- FUTURE SALES OF THE CLASS A COMMON STOCK IN
THE PUBLIC MARKET COULD DEPRESS OUR STOCK PRICE.

Upon completion of this offering, we will have outstanding 17,088,504
shares of Class A common stock, 8,660,416 shares of Class B common stock and
2,151,277 shares of Class C common stock. In addition, there will be outstanding
options to purchase 1,120,745 shares of Class A common stock and 2,001,380
shares of Class C common stock. Of these shares, 16,377,732 shares of Class A
common stock will be freely transferable without restriction (subject to any FCC
consent that might be required) under the Securities Act of 1933, or further
registration under the Securities Act, except that shares held by our
"affiliates," as that term is defined in Rule 144 promulgated under the
Securities Act, may generally only be sold subject to certain restrictions as to
timing, manner and volume.

Cumulus, our directors and certain of our officers have agreed not to sell,
or otherwise dispose of, any shares of Class A common stock or any securities
convertible into or exercisable or exchangeable for shares of Class A common
stock (including the Class C common stock) for a period of 90 days after the
date of this prospectus without the prior written consent of Morgan Stanley &
Co. Incorporated, on behalf of the underwriters. See "Shares Eligible for Future
Sale" and "Underwriters."

The market price of the common stock could drop as a result of sales of a
large number of shares of common stock in the market after the offering, or the
perception that such sales could occur. See "Shares Eligible for Future Sale"
and "Underwriters."

DIVIDEND POLICY -- WE HAVE NEVER PAID AND DO NOT EXPECT TO PAY ANY CASH
DIVIDENDS.

We do not anticipate declaring or paying any dividends except for the
payment of scheduled dividends on the Series A preferred stock. We have never
declared or paid any cash dividends on our common stock and do not anticipate
paying cash dividends in the foreseeable future. In addition, our new credit
facility, indenture, certificate of designation and exchange debenture indenture
restrict our ability to pay dividends. See "Dividend Policy."

20
<PAGE> 24

USE OF PROCEEDS

We intend to use the proceeds from this offering to redeem a portion of our
Series A preferred stock, repay a portion of the principal amount of
indebtedness outstanding under our old credit facility and pay related fees and
expenses. We expect to repay the remaining principal amount of indebtedness
outstanding under our old credit facility, fund our pending acquisitions and pay
related fees and expenses with the proceeds from borrowings under our new credit
facility. The terms of our Series A preferred stock allow us to redeem, at any
time prior to July 1, 2001, at a redemption price equal to 113 3/4% of the
$1,000 per share liquidation preference of the Series A preferred stock plus all
accumulated and unpaid dividends up to the redemption date, up to 35% of the
original aggregate liquidation preference of our Series A preferred stock with
the proceeds of this offering. The following table presents the sources and uses
of funds, giving effect to this offering, the redemption of a portion of our
Series A preferred stock, the completion of our pending acquisitions and
acquisitions completed after March 31, 1999, the repayment of all indebtedness
outstanding under our old credit facility and borrowings under our new credit
facility as if such transactions had occurred as of March 31, 1999:

<TABLE>
<CAPTION>
(IN THOUSANDS)
--------------
<S> <C>
SOURCES OF FUNDS:
Class A common stock offered(1)........................... $150,000
New credit facility(2).................................... 171,168
Cash on hand.............................................. 1,038
Escrow funds.............................................. 3,736
--------
$325,942
========
USES OF FUNDS:
Purchase price of pending acquisitions.................... $161,926
Repayment of old credit facility(3)....................... 100,000
Redemption of a portion of our Series A preferred stock... 49,766
Fees and expenses related to this offering................ 10,000
Fees and expenses related to the new credit facility...... 4,250
--------
$325,942
========
</TABLE>

- ------------
(1) $172.5 million if the underwriters' right to purchase shares to cover
over-allotments is exercised in full.

(2) Affiliates of Lehman Brothers Inc. act as arrangers and lenders under our
new credit facility.

(3) Our old credit facility, for which affiliates of Lehman Brothers Inc. act as
arrangers and lenders, matures in 2006 and bears interest, at our option, at
a rate equal to the Base Rate (as defined under the terms of our old credit
facility) plus a margin ranging between 0.50% to 1.75%, or the Eurodollar
Rate (as defined under the terms of our old credit facility) plus a margin
ranging between 1.50% and 2.75% (in each case dependent upon our leverage
ratio). For the three months ended March 31, 1999, the effective interest
rate under our old credit facility was 8.00% per annum. The proceeds from
our old credit facility were used to fund the completion of acquisitions and
for general corporate purposes. See "Description of Certain
Indebtedness -- Our Old Credit Facility."

Pending the above uses, the net proceeds of the offering will be invested
in U.S. government securities or other interest bearing short-term investment
grade securities.

21
<PAGE> 25

CLASS A COMMON STOCK PRICE RANGE AND DIVIDENDS

Our Class A common stock is listed on the Nasdaq National Market under the
symbol "CMLS." The following table sets forth the high and low closing sale
prices for our Class A common stock for the periods indicated as reported on the
Nasdaq National Market.

<TABLE>
<CAPTION>
CLASS A
COMMON
STOCK PRICE
---------------
HIGH LOW
---- ---
<S> <C> <C>
Year ended December 31, 1998
Third Quarter............................................. $17.88 $ 7.75
Fourth Quarter............................................ 17.25 4.88
Year ended December 31, 1999
First Quarter............................................. $17.88 $ 9.75
Second Quarter (through June 18).......................... 19.50 13.25
</TABLE>

A recent reported last sale price for Cumulus' Class A common stock as
reported on the Nasdaq National Market is set forth on the cover page of this
prospectus. On June 18, 1999, there were approximately 26 holders of record of
Cumulus' Class A common stock.

DIVIDEND POLICY

We do not anticipate declaring or paying any dividends except for the
payment of scheduled dividends on the Series A preferred stock. We have never
declared or paid any cash dividends on our common stock and do not anticipate
paying cash dividends in the foreseeable future. In addition, our credit
facility, indenture, certificate of designation and exchange debenture indenture
restrict our ability to pay dividends.

22
<PAGE> 26

CAPITALIZATION

The following table sets forth our cash and cash equivalents and
capitalization as of March 31, 1999 on an historical basis and a pro forma as
adjusted basis to give effect to this offering (assuming that the underwriters'
over-allotment option is not exercised), the completion of our pending
acquisitions and acquisitions completed after March 31, 1999, the redemption of
a portion of our Series A preferred stock, the repayment of all indebtedness
outstanding under our old credit facility, and borrowings under our new credit
facility. This table should be read in conjunction with our unaudited pro forma
financial statements and our consolidated financial statements included
elsewhere and incorporated by reference in this prospectus.

<TABLE>
<CAPTION>
AS OF MARCH 31, 1999
--------------------
PRO FORMA
AS
ACTUAL ADJUSTED
------ ---------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
Cash and cash equivalents................................... $ 12,688 $ 6,000
======== ========
Long-term debt, including current maturities
Old credit facility......................................... 92,500 --
New credit facility......................................... -- 171,168
Senior subordinated notes................................... 160,000 160,000
Other long-term debt........................................ 263 263
-------- --------
Total long-term debt.............................. 252,763 331,431
Series A preferred stock.................................... 138,286 94,536
Stockholders' equity:
Class A common stock, par value $.01 per share; 50,000,000
shares authorized; 8,700,504 shares outstanding (actual);
16,863,504 shares outstanding (pro forma as adjusted)..... 87 169
Class B common stock, par value $.01 per share; 20,000,000
shares authorized; 8,660,416 shares outstanding (actual
and pro forma as adjusted)................................ 87 87
Class C common stock, par value $.01 per share; 30,000,000
shares authorized; 2,376,277 shares outstanding........... 24 24
Additional paid-in-capital (actual and pro forma as
adjusted)................................................. 137,665 271,567
Accumulated deficit and comprehensive income................ (27,368) (27,368)
-------- --------
Total stockholders' equity........................ 110,495 244,479
-------- --------
Total capitalization........................................ $501,544 $670,446
======== ========
</TABLE>

23
<PAGE> 27

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The following unaudited pro forma financial statements reflect the results
of operations for the year ended December 31, 1998 and the three months ended
March 31, 1999 and the balance sheet as of March 31, 1999 after giving effect to
the transactions described below. The information set forth under the heading
"Cumulus Historical" in the pro forma statements of operations includes results
relating to LMAs. The information set forth under the heading "Pending
Acquisitions" in the pro forma statements of operations excludes results
relating to LMAs to the extent that such activity is included in our historical
financial information.

The pro forma statements of operations for the year ended December 31, 1998
and the three months ended March 31, 1999 give effect to:

- this offering,

- the completion of our 1998 and 1999 acquisitions and our pending
acquisitions,

- our initial public offerings of our Class A common stock, our senior
subordinated notes and our Series A preferred stock,

- the redemption of a portion of our Series A preferred stock,

- borrowings under and the repayment of all indebtedness outstanding under
our old credit facility, and

- borrowings under our new credit facility, in each case as if such
transactions had occurred on January 1, 1998.

The information set forth under the heading "Pro Forma Adjustments for
Cumulus Historical and the 1999 Completed Acquisitions" in the pro forma
statement of operations for the year ended December 31, 1998 includes the
effects of our initial public offerings. The information set forth under the
heading "1999 Subsequent Acquisitions" in the pro forma statement of operations
for the three months ended March 31, 1999 includes the effect of our
acquisitions completed after March 31, 1999.

The pro forma balance sheet as of March 31, 1999 gives effect to:

- this offering,

- the redemption of a portion of our Series A preferred stock,

- the completion of our pending acquisitions and acquisitions completed
after March 31, 1999,

- the borrowings under and repayment of all indebtedness outstanding under
our old credit facility, and

- borrowings under our new credit facility as if such transactions had
occurred on March 31, 1999.

The information set forth under the heading "Pro Forma Adjustments for the
1999 Subsequent Acquisitions" includes the effect of our acquisitions completed
after March 31, 1999.

The pro forma financial statements are based on our historical consolidated
financial statements and the financial statements of those entities acquired, or
from which assets were acquired, in conjunction with our completed and pending
acquisitions. The unaudited pro forma financial information reflects the use of
the purchase method of accounting for all acquisitions. For purposes of the
unaudited pro forma financial statements, the purchase prices of the stations
acquired and to be acquired in our completed acquisitions and pending
acquisitions have been allocated based primarily on information furnished by
management of the acquired stations. The final allocation of the relative
purchase prices of the stations acquired and to be acquired to our completed
acquisitions and pending acquisitions is determined a reasonable time after
consummation of such transactions and are based on complete evaluations of the
assets acquired and liabilities assumed. Accordingly the information presented
herein may differ from the final purchase price allocation; however, in the
opinion of our management, the final purchase price allocation will not differ
significantly from the information presented herein. In the opinion of our
management, all adjustments have been made that are necessary to present fairly
the pro forma data.

24
<PAGE> 28

The unaudited pro forma information is presented for illustrative purposes
only and is not indicative of the operating results or financial position that
would have occurred if the transactions referred to above had been consummated
on the dates indicated, nor is it indicative of future operating results or
financial positions. The failure of the aforementioned transactions to be
completed would significantly alter the unaudited pro forma information.

All pro forma financial information should be read in conjunction with our
consolidated financial statements which have been incorporated by reference in
this prospectus. See also "Risk Factors -- Substantial Leverage" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

25
<PAGE> 29

CUMULUS MEDIA INC.

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
(D)
PRO FORMA
ADJUSTMENTS
FOR CUMULUS (A)+(B)+(C)+
(B) (C) HISTORICAL (D) = (E)
PRO FORMA 1999 AND THE PRO FORMA AS
(A) ADJUSTMENTS FOR COMPLETED 1999 ADJUSTED FOR THE
CUMULUS CUMULUS ACQUISITIONS COMPLETED 1999 COMPLETED
HISTORICAL HISTORICAL(1)(2) (3) ACQUISITIONS ACQUISITIONS
---------- ---------------- ------------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues............................. $108,172 $29,250 $9,604 $ -- $147,026
Less: agency commissions............. (9,385) (1,934) (379) -- (11,698)
-------- ------- ------ -------- --------
Net revenues......................... 98,787 27,316 9,225 -- 135,328
Station operating expenses excluding
depreciation and amortization....... 72,154 20,973 7,468 -- 100,595
Depreciation and amortization........ 19,584 3,772 1,120 6,043(4) 30,519
Corporate general and administrative
expenses............................ 5,607 1,395 170 -- 7,172
-------- ------- ------ -------- --------
Operating income (loss).............. 1,442 1,176 467 (6,043) (2,958)
Interest expense..................... (15,551) (2,950) (655) (7,000)(5) (26,156)
Interest income...................... 2,373 -- -- (2,173)(6) 200
Gain (loss) on sale of assets........ -- 21,249 -- (21,249)(7) --
Other income (expense)............... (2) (182) 6 -- (178)
-------- ------- ------ -------- --------
Income (loss) before income taxes.... (11,738) 19,293 (182) (36,465) (29,092)
Income tax (expense) benefit......... (126) (86) -- -- (212)
-------- ------- ------ -------- --------
Net income (loss) before
extraordinary item.................. (11,864) 19,207 (182) (36,465) (29,304)
Preferred stock dividends and
accretion of discount............... 13,591 -- -- 4,503(8) 18,094
-------- ------- ------ -------- --------
Net income (loss) before
extraordinary item attributable to
common stockholders................. $(25,455) $19,207 $ (182) $(40,968) $(47,398)
======== ======= ====== ======== ========

<CAPTION>
(E)+(F)=(G)
PRO FORMA AS
(F) ADJUSTED FOR THE
PRO FORMA 1999 COMPLETED
ADJUSTMENTS ACQUISITIONS, (I) (G)+(H)+(I)=
FOR THE OFFERING THE OFFERING PRO FORMA (J)
AND THE AND THE (H) ADJUSTMENTS PRO FORMA
NEW CREDIT NEW CREDIT PENDING FOR THE PENDING AS ADJUSTED
FACILITY FACILITY ACQUISITIONS ACQUISITIONS (I)
---------------- ---------------- ------------ --------------- ------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues............................. $ -- $147,026 $36,157 $ -- $183,183
Less: agency commissions............. -- (11,698) (2,298) -- (13,996)
------- -------- ------- ------- --------
Net revenues......................... -- 135,328 33,859 -- 169,187
Station operating expenses excluding
depreciation and amortization....... -- 100,595 26,144 -- 126,739
Depreciation and amortization........ -- 30,519 5,561 3,365(4) 39,445
Corporate general and administrative
expenses............................ -- 7,172 1,748 -- 8,920
------- -------- ------- ------- --------
Operating income (loss).............. -- (2,958) 406 (3,365) (5,917)
Interest expense..................... (2,344)(9) (28,500) (3,567) 766(11) (31,301)
Interest income...................... -- 200 -- -- 200
Gain (loss) on sale of assets........ -- -- 1,010 (1,010)(12) --
Other income (expense)............... -- (178) 60 -- (118)
------- -------- ------- ------- --------
Income (loss) before income taxes.... (2,344) (31,436) (2,091) (3,609) (37,136)
Income tax (expense) benefit......... -- (212) 32 -- (180)
------- -------- ------- ------- --------
Net income (loss) before
extraordinary item.................. (2,344) (31,648) (2,059) (3,609) (37,316)
Preferred stock dividends and
accretion of discount............... (6,333)(10) 11,761 -- -- 11,761
------- -------- ------- ------- --------
Net income (loss) before
extraordinary item attributable to
common stockholders................. $ 3,989 $(43,409) $(2,059) $(3,609) $(49,077)
======= ======== ======= ======= ========
</TABLE>

See accompanying notes to the unaudited pro forma statement of operations.

26
<PAGE> 30

NOTES TO THE UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)

(1) The pro forma financial results exclude the effects of estimated cost
savings which management believes will result from the integration of our
completed and pending acquisitions.

(2) Reflects historical revenues and expenses of stations acquired by us in
1998 for the period from January 1, 1998 through the date the stations were
acquired by us.

(3) Reflects the historical revenues and expenses of stations acquired by us in
1999 for the period from January 1, 1998 through December 31, 1998.

(4) Adjustments reflect (i) the change in depreciation and amortization expense
resulting from conforming the estimated useful lives of our completed and
pending acquisitions' assets to our policies and (ii) the additional
depreciation and amortization expense resulting from the allocation of the
purchase price to the estimated fair market value of the assets acquired.
On a pro forma basis, depreciation expense is $9,313 and amortization
expense is $30,132 after giving effect to the completed and pending
acquisitions. Depreciation expense has been calculated on a straight line
basis using a weighted average life of seven years for property and
equipment. Goodwill and other intangible assets' amortization has been
calculated on a straight line basis over 25 years. Non-compete agreements
are being amortized over the lives of the agreements which range from one
to three years.

We allocate the purchase prices of the acquired stations based on
evaluations of the assets acquired and the liabilities assumed. We believe
that the excess of cost over the fair value of tangible net assets of an
acquired radio station almost exclusively relates to the value of the FCC
broadcasting license and goodwill. We believe that the purchase price
allocation method described above is consistent with general practice in
the radio broadcasting industry.

(5) Adjustment to reflect increased interest expense resulting from:

<TABLE>
<S> <C>
Interest on the $100,000 indebtedness under the old credit
facility at 8.5%.......................................... $ 8,500
Interest on our senior subordinated notes at 10.375%........ 16,600
Annual amortization of $3,102 in transaction costs
associated with the old credit facility over eight
years..................................................... 387
Annual amortization of $6,689 in debt issue costs associated
with our senior subordinated notes over ten years......... 669
--------
Total interest expense...................................... 26,156
Less: historical interest recorded by us and the businesses
acquired in connection with our completed
acquisitions......................................... (19,156)
--------
Net adjustment.............................................. $ 7,000
========
</TABLE>

(6) Adjustment to reduce historical interest income to reflect the effects of
our completed and pending acquisitions as of January 1, 1998.

(7) Adjustment to eliminate non-recurring gains recognized by Crystal Radio
Group, Inc., Midland Broadcasting, Inc. and Savannah Communications, L.P.
on the 1998 sales of radio stations to us.

(8) Adjustment to reflect additional accretion related to Series A preferred
stock dividend as if the Series A preferred stock were outstanding for the
full period from January 1, 1998 to December 31, 1998.

<TABLE>
<S> <C>
Accretion of Series A preferred stock dividend (compounded
quarterly at 13.75%)...................................... $ 18,094
Less: historical dividends recorded by us.................. (13,591)
--------
Net adjustment.............................................. $ 4,503
========
</TABLE>

27
<PAGE> 31

(9) Adjustment to reflect increased interest expense resulting from:

<TABLE>
<S> <C> <C>
Sources of funds:
Amount financed by the new credit facility ($125,000 to
Cumulus net of fees of $4,250)......................... $120,750
Class A common stock offered ($150,000 to Cumulus net of
fees of $10,000)....................................... 140,000
--------
Total.................................................. $260,750
========
Uses of funds:
Repayment of the old credit facility...................... $100,000
Redemption of Series A preferred stock:
Redemption of original liquidation preference (35% of
$125,000)............................................ $43,750
Redemption premium (13.75% of redeemed amount)......... 6,016
-------
Total payment to Series A preferred stockholders....... 49,766
Cash on hand........................................... 110,984
--------
Total................................................ $260,750
========
Interest on the $125,000 indebtedness under the new credit
facility at 8.25%......................................... $ 10,312
Interest on our senior subordinated notes at 10.375%........ 16,600
Annual amortization of $7,352 in deferred transaction costs
associated with the old and new credit facilities over
eight years............................................... 919
Annual amortization of $6,689 in debt issue costs associated
with our senior subordinated notes over ten years......... 669
--------
Total interest expense................................. 28,500
Less: interest expense recorded pro forma as adjusted
for the 1999 completed acquisitions............. (26,156)
--------
Net adjustment......................................... $ 2,344
========
</TABLE>

(10) Adjustment to reflect the reduction in the dividend on the Series A
preferred stock, on a pro forma basis, as if the redemption had occurred as
of January 1, 1998:

<TABLE>
<S> <C> <C>
Annual dividend on $81,250 Series A preferred stock at 13.75%
compounded quarterly................................................. $ 11,761
Less: pro forma dividend as adjusted for the 1999 completed
acquisitions....................................................... (18,094)
--------
Net adjustment....................................................... $ (6,333)
========
</TABLE>

28
<PAGE> 32

(11) Adjustment to reflect interest expense resulting from:

<TABLE>
<S> <C> <C>
Sources of funds:
Amount financed by the new credit facility ($158,948 to
Cumulus net of fees of $4,250)......................... $154,698(a)
Class A common stock offered ($150,000 to Cumulus net of
fees of $10,000)....................................... 140,000
Cash on hand.............................................. 13,660
Escrow funds.............................................. 3,334
--------
Total................................................ $311,692
========
Uses of funds:
Purchase price of the pending acquisitions................ $161,926
Repayment of the old credit facility...................... 100,000
Redemption of Series A preferred stock:
Redemption of original liquidation preference (35% of
$125,000)............................................ $43,750
Redemption premium (13.75% of redeemed amount)......... 6,016
-------
Total payment to Series A preferred stockholders....... 49,766
--------
Total................................................ $311,692
========
Interest on the $158,948 indebtedness under the new credit
facility at 8.25%......................................... $ 13,113
Interest on our senior subordinated notes at 10.375%........ 16,600
Annual amortization of $7,352 in deferred transaction costs
associated with the old and new credit facilities over
eight years............................................... 919
Annual amortization of $6,689 in debt issue costs associated
with our senior subordinated notes over ten years......... 669
--------
Total interest expense................................. 31,301
Less: interest expense recorded pro forma as adjusted
for the 1999 completed acquisitions, the
offering, the new credit facility and the pending
acquisitions..................................... (32,067)
--------
Net adjustment......................................... $ (766)
========
</TABLE>

The floating interest rate used to calculate pro forma interest expense on
the new credit facility is eight and one quarter percent (8.25%). The rate on
the new credit facility is based on our estimates, considering current market
conditions for similar securities. A one-eighth of one percent (0.125%) change
in the interest rate on the new credit facility results in a $199 increase or
decrease in the pro forma interest expense for the twelve months ended December
31, 1998.

(12) Adjustment recorded to eliminate a non-recurring gain recognized by
Savannah Valley Broadcasting Radio Properties. The non-recurring gain was
recognized by Savannah Valley Broadcasting Radio Properties upon the sale
of assets not acquired by us.

Upon the consummation of this offering, we will record a redemption premium
of $6,016 on the redemption of $43,750 Series A preferred stock.
- ------------
(a) Pro forma indebtedness under the new credit facility as of December 31,
1998 differs from pro forma indebtedness under the new credit facility as
of March 31, 1999 due to a decrease in our historical working capital
during the first quarter of 1999. See note (10) of notes to the unaudited
pro forma statement of operations for the three months ended March 31,
1999.

29
<PAGE> 33

CUMULUS MEDIA INC.

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
(D)
PRO FORMA (A)+(B)+(C)+
(B) (C) ADJUSTMENTS (D)=(E)
PRO FORMA 1999 FOR CUMULUS PRO FORMA AS
(A) ADJUSTMENTS SUBSEQUENT HISTORICAL AND THE ADJUSTED FOR THE
CUMULUS FOR CUMULUS ACQUISITIONS 1999 SUBSEQUENT 1999 SUBSEQUENT
HISTORICAL HISTORICAL(1)(2) (3) ACQUISITIONS ACQUISITIONS
---------- ---------------- ------------ ------------------ ----------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues............................... $ 34,495 $ 312 $ 88 $ -- $ 34,895
Less: agency commissions............... (2,580) (30) -- -- (2,610)
-------- ----- ---- ----- --------
Net revenues........................... 31,915 282 88 -- 32,285
Station operating expenses excluding
depreciation and amortization........ 26,870 342 75 -- 27,287
Depreciation and amortization.......... 7,584 -- 45 8(4) 7,637
Corporate general and administrative
expenses............................. 1,674 -- 42 -- 1,716
-------- ----- ---- ----- --------
Operating income (loss)................ (4,213) (60) (74) (8) (4,355)
Interest expense....................... (6,020) (71) -- (448)(5) (6,539)
Interest income........................ 139 -- -- (89)(6) 50
Other income (expense)................. -- (1) 3 -- 2
-------- ----- ---- ----- --------
Income (loss) before income taxes...... (10,094) (132) (71) (545) (10,842)
Income tax (expense) benefit........... -- -- -- -- --
-------- ----- ---- ----- --------
Net income (loss) before extraordinary
item................................. (10,094) (132) (71) (545) (10,842)
Preferred stock dividends.............. 4,545 -- -- 374(7) 4,919
-------- ----- ---- ----- --------
Net income (loss) before extraordinary
item attributable to common
stockholders......................... $(14,639) $(132) $(71) $(919) $(15,761)
======== ===== ==== ===== ========

<CAPTION>
(E)+(F)=(G)
(F) PRO FORMA AS
PRO FORMA ADJUSTED FOR THE (I)
ADJUSTMENTS 1999 SUBSEQUENT PRO FORMA (G)+(H)+(I)=
FOR THE OFFERING ACQUISITIONS, THE (H) ADJUSTMENTS FOR (J)
AND THE NEW OFFERING AND THE PENDING THE PENDING PRO FORMA
CREDIT FACILITY NEW CREDIT FACILITY ACQUISITIONS ACQUISITIONS AS ADJUSTED(1)
---------------- ------------------- ------------ --------------- --------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues............................... $ -- $ 34,895 $ 6,187 $ -- $ 41,082
Less: agency commissions............... -- (2,610) (613) -- (3,223)
------ -------- ------- ------- --------
Net revenues........................... -- 32,285 5,574 -- 37,859
Station operating expenses excluding
depreciation and amortization........ -- 27,287 4,146 -- 31,433
Depreciation and amortization.......... -- 7,637 1,269 962(4) 9,868
Corporate general and administrative
expenses............................. -- 1,716 259 -- 1,975
------ -------- ------- ------- --------
Operating income (loss)................ -- (4,355) (100) (962) (5,417)
Interest expense....................... (586)(8) (7,125) (832) (120)(10) (8,077)
Interest income........................ -- 50 -- -- 50
Other income (expense)................. -- 2 (108) -- (106)
------ -------- ------- ------- --------
Income (loss) before income taxes...... (586) (11,428) (1,040) (1,082) (13,550)
Income tax (expense) benefit........... -- -- -- -- --
------ -------- ------- ------- --------
Net income (loss) before extraordinary
item................................. (586) (11,428) (1,040) (1,082) (13,550)
Preferred stock dividends.............. (1,722)(9) 3,197 -- -- 3,197
------ -------- ------- ------- --------
Net income (loss) before extraordinary
item attributable to common
stockholders......................... $1,136 $(14,625) $(1,040) $(1,082) $(16,747)
====== ======== ======= ======= ========
</TABLE>

See accompanying notes to the unaudited pro forma statement of operations.

30
<PAGE> 34

NOTES TO THE UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(IN THOUSANDS)

(1) The pro forma financial results exclude the effects of estimated cost
savings which management believes will result from the integration of our
completed and pending acquisitions.

(2) Reflects historical revenues and expenses of stations acquired by us in the
first quarter of 1999 for the period from January 1, 1999 through the date
the stations were acquired by us.

(3) Reflects historical revenues and expenses of stations acquired by us after
March 31, 1999 for the period from January 1, 1999 through March 31, 1999.

(4) Adjustments reflect (i) the change in depreciation and amortization expense
resulting from conforming the estimated useful lives of our completed and
pending acquisitions' assets to our policies and (ii) the additional
depreciation and amortization expense resulting from the allocation of the
purchase price to the estimated fair market value of the assets acquired. On
a pro forma basis, depreciation expense is $2,351 and amortization expense
is $7,517 after giving effect to the completed and pending acquisitions.
Depreciation expense has been calculated on a straight line basis using a
weighted average life of seven years for property and equipment. Goodwill
and other intangible assets' amortization has been calculated on a straight
line basis over 25 years. Non-compete agreements are being amortized over
the lives of the agreements which range from one to three years.

(5) Adjustment to reflect increased interest expense resulting from:

<TABLE>
<S> <C>
Quarterly interest on the $100,000 indebtedness under the
old credit facility at 8.5%............................... $ 2,125
Quarterly interest on our senior subordinated notes at
10.375%................................................... 4,150
Quarterly amortization of $3,102 in transaction costs
associated with the old credit facility over eight
years..................................................... 97
Quarterly amortization of $6,689 in debt issue costs
associated with our senior subordinated notes over ten
years..................................................... 167
-------
Total interest expense................................. 6,539
Less: historical interest recorded by us and the
businesses acquired in connection with our completed
acquisitions.......................................... (6,091)
-------
Net adjustment......................................... $ 448
=======
</TABLE>

(6) Adjustment to reduce historical interest income to reflect the effects of
the completed and pending acquisitions as of January 1, 1999.

(7) Adjustment to reflect additional accretion related to Series A preferred
stock dividend as if the Series A preferred stock were outstanding for the
period from January 1, 1998 to March 31, 1999:

<TABLE>
<S> <C>
Accretion of Series A preferred stock dividend (compounded
quarterly at 13.75%)...................................... $ 4,919
Less: historical dividends recorded by us.................. (4,545)
-------
Net adjustment.............................................. $ 374
=======
</TABLE>

31
<PAGE> 35

(8) Adjustment to reflect increased interest expense resulting from:

<TABLE>
<S> <C> <C>
Sources of funds:
Amount financed by the new credit facility ($125,000 to
Cumulus net of fees of $4,250)......................... $120,750
Class A common stock offered ($150,000 to Cumulus net of
fees of $10,000)....................................... 140,000
--------
Total................................................ $260,750
========
Uses of funds:
Repayment of the old credit facility...................... 100,000
Redemption of Series A preferred stock:
Redemption of original liquidation preference (35% of
$125,000)............................................ $43,750
Redemption premium (13.75% of redeemed amount)......... 6,016
-------
Total payment to Series A preferred stockholders....... 49,766
Cash on hand.............................................. 110,984
--------
Total................................................ $260,750
========
Quarterly interest on the $125,000 indebtedness under the
new credit facility at 8.25%.............................. 2,578
Quarterly interest on our senior subordinated notes at
10.375%................................................... 4,150
Quarterly amortization of $7,352 in deferred transaction
costs associated with the new and old credit facilities
over eight years.......................................... 230
Quarterly amortization of $6,689 in debt issue costs
associated with our senior subordinated notes over ten
years..................................................... 167
--------
Total interest expense................................. 7,125
Less: interest expense recorded pro forma as adjusted
for our completed acquisitions....................... (6,539)
--------
Net adjustment......................................... $ 586
========
</TABLE>

(9) Adjustment to reflect the reduction in Series A preferred stock, on a pro
forma basis, as if the redemption had occurred as of January 1, 1998:

<TABLE>
<S> <C> <C>
Original Series A preferred stock........................... $125,000
Less: redemption of original liquidation preference......... (43,750)
--------
Pro forma Series A preferred stock balance as of January 1,
1998...................................................... 81,250
Annual dividend on Series A preferred stock at 13.75%
compounded quarterly...................................... 11,761
--------
Pro forma Series A preferred stock balance as of December
31, 1998.................................................. 93,011
Quarterly dividend on $93,011 Series A preferred stock at
13.75%.................................................... 3,197
Less: pro forma dividend as adjusted for the 1999 subsequent
acquisitions.............................................. 4,919
--------
Net adjustment.............................................. $ (1,722)
========
</TABLE>

32
<PAGE> 36

(10) Adjustment to reflect interest expense resulting from:

<TABLE>
<S> <C> <C>
Sources of funds:
Amount financed by the new credit facility ($171,168 to
Cumulus net of fees of $4,250)......................... $166,918(a)
Class A common stock offered ($150,000 to Cumulus net of
fees of $10,000)....................................... 140,000
Cash on hand.............................................. 1,038
Escrow funds.............................................. 3,736
--------
Total................................................ $311,692
--------
Uses of funds:
Purchase price of the pending acquisitions................ 161,926
Repayment of the old credit facility...................... 100,000
Redemption of Series A preferred stock:
Redemption of original liquidation preference (35% of
125,000)............................................. $43,750
Redemption premium (13.75% of redeemed amount)......... 6,016
-------
Total payment to Series A preferred stockholders....... 49,766
--------
Total................................................ $311,692
========
Quarterly interest on the $171,168 indebtedness under the
new credit facility at 8.25%.............................. 3,530
Quarterly interest on our senior subordinated notes at
10.375%................................................... 4,150
Quarterly amortization of $7,352 in deferred transaction
costs associated with the old and new credit facilities
over eight years.......................................... 230
Quarterly amortization of $6,689 in debt issue costs
associated with our senior subordinated notes over ten
years..................................................... 167
--------
Total interest expense.................................... 8,077
Less: interest expense recorded pro forma as adjusted for
our pending acquisitions and pro forma as adjusted for
our offering........................................... (7,957)
--------
Net adjustment............................................ $ 120
========
</TABLE>

The floating interest rate used to calculate pro forma interest expense on
the new credit facility is eight and one quarter percent (8.25%). The rate on
the new credit facility is based on our estimates, considering current market
conditions for similar securities. A one-eighth of one percent (0.125%) change
in the interest rate on our new credit facility results in a $53 increase or
decrease in the pro forma interest expense for the three months ended March 31,
1999.

Upon the consummation of this offering, we will record the redemption
premium of $6,016 on the redemption of $43,750 Series A preferred stock.

- ------------
(a) Pro forma indebtedness under the new credit facility as of December 31,
1998 differs from pro forma indebtedness under the new credit facility
as of March 31, 1999 due to a decrease in our historical working
capital during the first quarter of 1999.

33
<PAGE> 37

CUMULUS MEDIA INC.

UNAUDITED PRO FORMA BALANCE SHEET
AS OF MARCH 31, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
(C)+(D)=(E)
(B) PRO FORMA AS
PRO FORMA (A)+(B)=(C) (D) ADJUSTED FOR THE
ADJUSTMENTS PRO FORMA AS PRO FORMA 1999 SUBSEQUENT
(A) FOR THE ADJUSTED FOR THE ADJUSTMENTS FOR THE ACQUISITIONS, THE
CUMULUS 1999 SUBSEQUENT 1999 SUBSEQUENT OFFERINGS AND THE OFFERING AND THE
HISTORICAL ACQUISITIONS(1) ACQUISITIONS NEW CREDIT FACILITY NEW CREDIT FACILITY
---------- --------------- ---------------- ------------------- -------------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents......... $ 12,688 $ (5,650) $ 7,038 $110,984(2) $118,022
Accounts receivable............... 29,252 -- 29,252 -- 29,252
Prepaid expenses and other current
assets.......................... 4,405 -- 4,405 -- 4,405
---------- -------- -------- -------- --------
Total current assets.......... 46,345 (5,650) 40,695 110,984 151,679
Property and equipment, net....... 46,336 1,315 47,651 -- 47,651
Intangible assets, net............ 424,067 11,835 435,902 -- 435,902
Other assets...................... 16,978 -- 16,978 4,250(3) 21,228
---------- -------- -------- -------- --------
Total assets.................. $ 533,726 $ 7,500 $541,226 $115,234 $656,460
========== ======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS'
EQUITY:
Current liabilities:
Accounts payable and other
liabilities..................... $ 14,798 $ -- $ 14,798 $ -- $ 14,798
Current portion of long-term
debt............................ 20 -- 20 -- 20
---------- -------- -------- -------- --------
Total current liabilities..... 14,818 -- 14,818 -- 14,818
Long-term debt:
Old credit facility............... 92,500 7,500 100,000 (100,000)(4) --
New credit facility............... 125,000(4) 125,000
Senior subordinated notes......... 160,000 -- 160,000 -- 160,000
Other............................. 243 -- 243 -- 243
Other long-term liabilities:
Deferred tax liability............ 15,074 -- 15,074 -- 15,074
Other long-term liabilities....... 2,310 -- 2,310 -- 2,310
---------- -------- -------- -------- --------
Total liabilities............. 284,945 7,500 292,445 25,000 317,445
Preferred stock subject to 6,016(5)
mandatory redemption............ 138,286 -- 138,286 (49,766)(4) 94,536
---------- -------- -------- -------- --------
Stockholders' equity:
Class A common stock............ 87 -- 87 82(4) 169
Class B common stock............ 87 -- 87 -- 87
Class C common stock............ 24 -- 24 -- 24
Additional paid in capital...... 137,665 -- 137,665 149,918(4) 271,567
(10,000)(4)
(6,016)(5)
Accumulated other comprehensive
income........................ 5 -- 5 -- 5
Accumulated deficit............... (27,373) -- (27,373) -- (27,373)
---------- -------- -------- -------- --------
Total stockholders' equity.... 110,495 -- 110,495 133,984 244,479
Total liabilities and
stockholders' equity........ $ 533,726 $ 7,500 $541,226 $115,234 $656,460
========== ======== ======== ======== ========

(F)
PRO FORMA (E)+(F)=(G)
ADJUSTMENTS FOR THE PRO FORMA
PENDING ACQUISITIONS(6) AS ADJUSTED
----------------------- -----------
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents......... $(112,022) $ 6,000
Accounts receivable............... -- 29,252
Prepaid expenses and other current
assets.......................... 4,405
--------- --------
Total current assets.......... (112,022) 39,657
Property and equipment, net....... 16,193 63,844
Intangible assets, net............ 153,100 589,002
Other assets...................... (3,736) 17,492
--------- --------
Total assets.................. $ 53,535 $709,995
========= ========
LIABILITIES AND STOCKHOLDERS'
EQUITY:
Current liabilities:
Accounts payable and other
liabilities..................... $ -- $ 14,798
Current portion of long-term
debt............................ -- 20
--------- --------
Total current liabilities..... -- 14,818
Long-term debt:
Old credit facility............... -- --
New credit facility............... 46,168 171,168
Senior subordinated notes......... -- 160,000
Other............................. -- 243
Other long-term liabilities:
Deferred tax liability............ 7,367 22,441
Other long-term liabilities....... -- 2,310
--------- --------
Total liabilities............. 53,535 370,980
Preferred stock subject to
mandatory redemption............ -- 94,536
--------- --------
Stockholders' equity:
Class A common stock............ -- 169
Class B common stock............ -- 87
Class C common stock............ -- 24
Additional paid in capital...... -- 271,567
Accumulated other comprehensive
income........................ -- 5
Accumulated deficit............... -- (27,373)
--------- --------
Total stockholders' equity.... -- 244,479
Total liabilities and
stockholders' equity........ $ 53,535 $709,995
========= ========
</TABLE>

See accompanying notes to the unaudited pro forma balance sheet.

34
<PAGE> 38

NOTES TO THE UNAUDITED PRO FORMA BALANCE SHEET
AS OF MARCH 31, 1999
(IN THOUSANDS)

(1) To record the allocation of the $13,150 purchase price paid for
transactions through the use of cash of $5,650 and old credit facility
funds of $7,500 consummated subsequent to March 31, 1999. The pro forma
allocation of the purchase price of the 1999 subsequent acquisitions is
as follows:

<TABLE>
<S> <C>
Property and equipment..................................... $ 1,315
Intangible assets, principally broadcast licenses.......... 11,835
-------
13,150
=======
</TABLE>

(2) To reflect the net proceeds from this offering, the new credit
facility, repayment of the old credit facility and the redemption of
35% of Series A preferred stock. Proceeds from the new credit facility
will be used to finance the pending acquisitions.

(3) To reflect the capitalization of $4,250 in transaction costs related to
the new credit facility.

(4) To reflect: (i) the net proceeds of the offering to Cumulus of
$150,000, net of $10,000 in issuance costs; (ii) the redemption of 35%
of the original liquidation preference of the Series A preferred stock
in the amount of $43,750 plus a 13.75% redemption premium on the
redeemed preferred stock in the amount of $6,016; (iii) borrowings of
$125,000 under the new credit facility; and (iv) payment of $100,000 of
our old credit facility. Remaining proceeds and additional borrowings
under the new credit facility will be used to finance the pending
acquisitions and for general corporate purposes.

(5) Amount represents a redemption premium of 13.75% on the redemption of
$43,750 of Series A preferred stock.

(6) To record the allocation of the $161,926 in purchase price to be paid
for the pending acquisitions and the recording of the related deferred
income taxes of $7,367. To record the use of cash of $112,022, escrow
funds of $3,736 and incremental borrowings under the new credit
facility of $46,168 to complete the pending acquisitions. The pro forma
allocation of the purchase price of the pending acquisitions is as
follows:

<TABLE>
<S> <C>
Property and equipment.................................... $ 16,193
Intangible assets, principally broadcast licenses......... 153,100
Deferred taxes............................................ (7,367)
--------
161,926
========
</TABLE>

35
<PAGE> 39

SELECTED HISTORICAL FINANCIAL DATA

The following sets forth our historical financial data for the period from
inception on May 22, 1997 to December 31, 1997, for the year ended December 31,
1998 and for the three months ended March 31, 1998 and 1999. The historical
financial data are derived from, and should be read in connection with, our
audited and unaudited consolidated financial statements incorporated by
reference in this prospectus. See also "Risk Factors -- Substantial Leverage,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the historical consolidated financial statements incorporated by
reference elsewhere in this prospectus.

<TABLE>
<CAPTION>
PERIOD FROM
INCEPTION ON
MAY 22, THREE MONTHS
1997(1) TO YEAR ENDED ENDED MARCH 31,
DECEMBER 31, DECEMBER 31, --------------------------
1997 1998 1998 1999
------------ ------------ ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net revenues.............................. $ 9,163 $ 98,787 $ 12,500 $ 31,915
Station operating expenses excluding
depreciation and amortization........... 7,147 72,154 10,904 26,870
Depreciation and amortization............. 1,671 19,584 2,748 7,584
Corporate general and administrative
expenses................................ 1,276 5,607 961 1,674
Non-cash stock compensation expense....... 1,689 -- -- --
------- --------- --------- --------
Operating income (loss)................... (2,620) 1,442 (2,113) (4,213)
Net interest expense...................... 837 13,178 1,374 5,881
Net income (loss) before extraordinary
item.................................... (3,578) (11,864) (3,493) (10,094)
Extraordinary loss on early retirement of
debt.................................... -- (1,837) (1,837) --
Net income (loss)......................... (3,578) (13,701) (5,330) (10,094)
Preferred stock dividends................. 274 13,591 842 4,545
Net income (loss) attributable to common
stockholders............................ (3,852) (27,292) (6,172) (14,639)
Basic and diluted earnings (loss) per
common share............................ (.31) (1.70) (.49) (.74)
OTHER FINANCIAL DATA:
Broadcast cash flow(2).................... $ 2,016 $ 26,633 $ 1,596 $ 5,045
Broadcast cash flow margin(2)............. 22.0% 27.0% 12.8% 15.8%
EBITDA(2)................................. 740 21,026 635 3,371
Net cash used in operating activities..... 1,887 4,653 4,589 11,053
Net cash used in investing activities..... 95,100 351,025 79,153 31,139
Net cash provided by financing
activities.............................. 98,560 378,990 105,585 29,995
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
-------------------- AS OF
1997 1998 MARCH 31, 1999
-------- -------- --------------
(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Total assets............................................ $110,441 $517,631 $533,726
Long-term debt, including current portion............... 42,801 222,767 252,763
Preferred stock subject to mandatory redemption......... 13,426 133,741 138,286
Total stockholders' equity.............................. 49,976 125,135 110,495
</TABLE>

- ------------
(1) We were incorporated on May 22, 1997. Between the date of formation of
Cumulus Media LLC, which was April 18, 1997, and May 22, 1997, Cumulus Media
LLC undertook certain activities on behalf of us

36
<PAGE> 40

pending our incorporation, including the incurrence of expenses and the
funding of escrow deposits for acquisitions. Upon our incorporation, these
activities and the related expenses were transferred to us.

(2) Broadcast cash flow consists of operating income (loss) before depreciation
and amortization, non-cash stock compensation expense and corporate general
and administrative expenses. EBITDA consists of operating income (loss)
before depreciation and amortization and non-cash stock compensation
expense. EBITDA, as defined by us, may not be comparable to similarly titled
measures used by other companies. Although broadcast cash flow and EBITDA
are not measures of performance calculated in accordance with GAAP,
management believes that they are useful to an investor in evaluating our
performance because they are measures widely used in the broadcast industry
to evaluate a radio company's operating performance. However, broadcast cash
flow and EBITDA should not be considered in isolation or as substitutes for
net income, cash flows from operating activities and other income or cash
flow statement data prepared in accordance with GAAP, or as a measure of
liquidity or profitability.

37
<PAGE> 41

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following information in conjunction with our
consolidated financial statements and notes to our consolidated financial
statements incorporated by reference in this prospectus. This discussion
contains certain forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those discussed
herein. Factors that could cause or contribute to such differences include, but
are not limited to, those discussed in "Risk Factors," in "Business," in this
section and elsewhere in this prospectus.

OVERVIEW

We commenced operations in May 1997. For the period from our inception
through March 31, 1999, we purchased or entered into LMAs with a total of 216
stations in 41 U.S. markets and five stations and obtained a license to commence
operations on one station in the Caribbean market. The following discussion of
our financial condition and results of operations includes the results of these
acquisitions and LMAs.

We currently own and operate 187 stations in 38 U.S. markets and provide
sales and marketing services under LMAs (pending FCC approval of acquisition) to
41 stations in 15 U.S. markets. We are the third largest radio broadcasting
company in the U.S. based on number of stations and we believe, the eighth
largest in the U.S. based on 1998 pro forma net revenues. We will own and
operate a total of 244 radio stations (169 FM and 75 AM) in 45 U.S. markets upon
consummation of our pending acquisitions.

ADVERTISING REVENUE AND BROADCAST CASH FLOW

Our primary source of revenues is the sale of advertising time on our radio
stations. Our sales of advertising time are primarily affected by the demand for
advertising time from local and national advertisers and the advertising rates
charged by our radio stations. Advertising demand and rates are based primarily
on a station's ability to attract audiences in the demographic groups targeted
by its advertisers, as measured principally by Arbitron on a periodic basis,
generally once, twice or four times per year. Because audience ratings in local
markets are crucial to a station's financial success, we endeavor to develop
strong listener loyalty. We believe that the diversification of formats on our
stations helps to insulate them from the effects of changes in the musical
tastes of the public with respect to any particular format.

The number of advertisements that can be broadcast without jeopardizing
listening levels and the resulting rating is limited in part by the format of a
particular station. Our stations strive to maximize revenue by constantly
managing the number of commercials available for sale and adjusting prices based
upon local market conditions. In the broadcasting industry, radio stations
sometimes utilize trade or barter agreements which exchange advertising time for
goods or services such as travel or lodging, instead of for cash. Our use of
trade agreements was immaterial during 1997, 1998 and the three months ended
March 31, 1999. We will seek to continue to minimize our use of trade
agreements.

Our advertising contracts are generally short-term. We generate most of our
revenue from local advertising, which is sold primarily by a station's sales
staff. In fiscal 1997, 1998 and the three months ended March 31, 1998 and March
31, 1999, approximately 89.0%, 88.0%, 88.0% and 88.0%, respectively, of our
revenues were from local advertising. To generate national advertising sales, we
engage Interep National Radio Sales, Inc., a national representative company.

Our revenues vary throughout the year. As is typical in the radio
broadcasting industry, we expect our first calendar quarter will produce the
lowest revenues for the year, and the fourth calendar quarter will generally
produce the highest revenues for the year, with the exception of certain of our
stations such as those in Salisbury-Ocean City, Maryland and Myrtle Beach, South
Carolina, where the stations generally earn higher revenues in the second and
third quarters of the year because of the higher seasonal population in those
communities. Our operating results in any period may be affected by the
incurrence of advertising and promotion expenses that typically do not have an
effect on revenue generation until future periods, if at all.

38
<PAGE> 42

Our most significant station operating expenses are employee salaries and
commissions, programming expenses, advertising and promotional expenditures,
technical expenses, and general and administrative expenses. We strive to
control these expenses by working closely with local station management.

The performance of radio station groups, such as ours, is customarily
measured by the ability to generate broadcast cash flow. Broadcast cash flow
consists of operating income (loss) before depreciation and amortization,
non-cash stock compensation expense and corporate general and administrative
expenses. EBITDA consists of operating income (loss) before depreciation and
amortization and non-cash stock compensation expense. EBITDA, as defined by us,
may not be comparable to similarly titled measures used by other companies.
Although broadcast cash flow and EBITDA are not measures of performance
calculated in accordance with GAAP, management believes that they are useful to
an investor in evaluating us because they are measures widely used in the
broadcast industry to evaluate a radio company's operating performance. However,
broadcast cash flow and EBITDA should not be considered in isolation or as
substitutes for net income, cash flows from operating activities and other
income or cash flow statement data prepared in accordance with GAAP, or as
measures of liquidity or profitability.

RESULTS OF OPERATIONS

HISTORICAL -- THREE MONTHS ENDED MARCH 31, 1999 VERSUS THE THREE MONTHS ENDED
MARCH 31, 1998

Net Revenues. Net revenues increased $19.4 million, or 155.3%, to $31.9
million for the three months ended March 31, 1999 from $12.5 million for the
three months ended March 31, 1998. This increase was primarily attributable to
the acquisition of radio stations and revenue generated from LMAs entered into
after March 31, 1998.

In addition, on a same station basis, which we define as the fourteen
markets (80 stations) owned or operated during the three months ended March 31,
1998, net revenues increased $2.6 million, or 22.6%, to $14.3 million for the
three months ended March 31, 1999, from $11.7 million for the three months ended
March 31, 1998. This increase was primarily attributable to growth in the sale
of commercial time to local and national advertisers.

Station Operating Expenses excluding Depreciation and Amortization.
Station operating expenses, excluding depreciation and amortization, increased
$16.0 million, or 146.4%, to $26.9 million for the three months ended March 31,
1999 from $10.9 million for the three month period ended March 31, 1998. This
increase was attributable primarily to the acquisition of radio stations and
expenses incurred from LMAs entered into after March 31, 1998.

In addition, on a same station basis, station operating expenses excluding
depreciation and amortization, increased $1.0 million, or 9.1%, to $11.7 million
for three months ended March 31, 1999, from $10.7 million for the three months
ended March 31, 1998. This increase was attributable primarily to the growth in
the sale of commercial time to local and national advertisers in addition to
investments in our programming and sales functions at the station level.

Depreciation and Amortization. Depreciation and amortization increased
$4.8 million to $7.6 million for the three months ended March 31, 1999 from $2.7
million for the period ended March 31, 1998, primarily due to the impact of
various acquisitions consummated after March 31, 1998.

Corporate General and Administrative Expenses. Corporate general and
administrative expenses increased $0.7 million, to $1.7 million, or 74.2%, for
the three months ended March 31, 1999, from $1.0 million for the three months
ended March 31, 1998. This increase is due to the investment in additional
corporate resources to manage our growing radio station portfolio in an
effective manner.

Other Expense (Income). Interest expense, net of interest income,
increased $4.5 million, or 328.0%, from $1.4 million during the three months
ended March 31, 1998 to $5.9 million for the three months ended March 31, 1999,
primarily due to (1) additional borrowings under our old credit facility to
finance acquisitions and (2) the issuance of our senior subordinated notes on
July 1, 1998.

39
<PAGE> 43

Net Income (Loss) Attributable to Common Stock. As a result of the factors
described above and the accrual of dividends on our issued and outstanding
Series A preferred stock, net loss attributable to common stock increased $8.5
million, or 137.2%, to $14.6 million for the three months ended March 31, 1999
from $6.2 million for the three months ended March 31, 1998.

Broadcast Cash Flow. As a result of the factors described above, same
station broadcast cash flow increased $3.4 million, or 216.1%, to $5.0 million
for the three months ended March 31, 1999 from $1.6 million for the three months
ended March 31, 1998. The broadcast cash flow margin was 15.8% for the three
months ended March 31, 1999 versus 12.8% for the three months ended March 31,
1998.

As a result of the changes in same station net revenues and expenses (as
described above), broadcast cash flow increased $1.7 million, or 172.2%, to $2.7
million for the three months ended March 31, 1999 from $1.0 million for the
three months ended March 31, 1998. The broadcast cash flow margin was 18.4% for
the three months ended March 31, 1999 versus 8.3% for the three months ended
March 31, 1998.

EBITDA. As a result of the factors described above, EBITDA increased $2.7
million, or 430.9%, to $3.4 million for the three months ended March 31, 1999
from $0.6 million for the three months ended March 31, 1998. EBITDA margin was
10.6% for the three months ended March 31, 1999, versus 5.1% for the three
months ended March 31, 1998.

HISTORICAL -- YEAR ENDED DECEMBER 31, 1998 VERSUS THE PERIOD FROM INCEPTION ON
MAY 22, 1997 TO DECEMBER 31, 1997

The growth in net revenues from $9.2 million in 1997 to $98.8 million in
1998 and the growth in station operating expenses, excluding depreciation and
amortization from $7.1 million in 1997 to $72.2 million in 1998 was primarily
attributable to two factors: (1) we commenced operations on May 22, 1997, and
only began acquiring radio stations during the second half of 1997; and (2)
there were additional revenues, station operating expenses excluding
depreciation and amortization, and depreciation and amortization expenses
associated with the radio properties acquired during 1998.

The tangible and intangible assets associated with the above mentioned
radio station acquisitions account for the majority of the increase in
historical depreciation and amortization from $1.7 million in 1997 to $19.6
million in 1998. The increase in corporate general and administrative expenses
from $1.3 million in 1997 to $5.6 million in 1998 was directly attributable in
part to the investment in additional corporate resources to effectively manage
growth and our growing radio station portfolio. In addition, the increases in
depreciation and amortization and corporate general and administrative expenses
also reflect the effect of a full year of operations in 1998 as compared to a
partial year of operations in 1997.

The increase in net interest expense from $0.8 million in 1997 to $13.2
million in 1998 was primarily attributable to (1) additional borrowings under
our term loan facilities to finance acquisitions, (2) the issuance of our senior
subordinated notes on July 1, 1998 and the resulting greater average outstanding
long term debt levels and (3) the incurrence of interest expense for a full
year.

Preferred stock dividends increased $13.3 million as a result of the
issuance of our Series A preferred stock on July 1, 1998. Additionally, on
September 30, 1998, we recorded a one-time charge of $2.9 million associated
with the accelerated accretion of discount on our 12% Class A Cumulative
Preferred Stock that was exchanged for the Series A preferred stock.

On March 2, 1998, we recorded an extraordinary loss of $1.8 million related
to the write-off of previously capitalized debt issuance costs related to its
old credit facility. For 1998 the net loss attributable to common stockholders
(including an extraordinary loss of $1.8 million and the one-time charge of $2.9
million) was $27.3 million. The growth in broadcast cash flow from $2.0 million
in 1997 to $26.6 million in 1998 was primarily attributable to the growth in net
revenues, partially offset by the growth in station operating expenses,
excluding depreciation and amortization as described above.

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<PAGE> 44

LIQUIDITY AND CAPITAL RESOURCES

Our principal need for funds has been to fund the acquisition of radio
stations and to a lesser extent, working capital needs, capital expenditures and
interest and debt service payments. Our principal sources of funds for these
requirements have been cash flow from financing activities, such as the proceeds
from the offering of our debt and equity securities, and borrowings under credit
agreements. Our principal need for funds in the future are expected to include
the need to fund future acquisitions, interest and debt service payments,
working capital needs and capital expenditures. We anticipate that our principal
sources of funds will continue to be borrowings under our new credit facility
and future debt and/or equity offerings.

For the three months ended March 31, 1999, net cash used in operations
increased $6.5 million to $11.1 million from net cash used in operations of $4.6
million for the three months ended March 31, 1998. This increase was due
primarily to the investment in working capital and other current assets made in
connection with acquisitions completed during fiscal 1998.

For the three months ended March 31, 1999, net cash used in investing
activities decreased $48.0 million to $31.1 million from $79.2 million for the
three months ended March 31, 1998. This decrease was due primarily to the
decline in acquisition activity during fiscal 1998.

For the three months ended March 31, 1999, net cash provided from financing
activities decreased $75.6 million to $30.0 million compared to $105.6 million
during the three months ended March 31, 1998. The level of financing activity
during the three months ended March 31, 1998 was the result of borrowings under
our old credit facility as well as capital contributions from Cumulus Media,
LLC, our immediate parent prior to the consummation of our initial public
offering.

Subsequent to March 31, 1999, we completed acquisitions of seven radio
stations in three markets for an aggregate purchase price of approximately $13.2
million. These transactions will be accounted for by the purchase method of
accounting and were financed by borrowings under our credit facility.

Historical Acquisitions. During the year ended December 31, 1998, we
consummated 48 acquisitions across 33 markets having an aggregate purchase price
of $344.0 million. Additional acquisitions have been subsequently completed in
1999 in eight markets for an aggregate purchase price of $37.3 million. The
sources of funds for these acquisitions were primarily the proceeds of our
credit facilities.

Pending Acquisitions. The aggregate purchase price of our pending
acquisitions is expected to be approximately $161.9 million, consisting almost
entirely of cash. We intend to finance our pending acquisitions with borrowings
under our new credit facility. We believe the sources of capital available to us
are adequate to finance our pending acquisitions.

We expect to consummate most of our pending acquisitions prior to March 31,
2000, although we cannot assure you that the transactions will be consummated
within that time frame, or at all.

Sources of Liquidity. We financed our acquisitions primarily through
private equity financings, proceeds from our debt and equity offerings
consummated in July 1998 and borrowings under our credit facilities.

Our old credit facility dated as of March 2, 1998 and amended most recently
as of May 1, 1999 with Lehman Brothers Inc., as arranger, and Lehman Commercial
Paper Inc., as lender, syndication agent and administrative agent, provides for
a revolving credit line of $25.0 million until March 2, 2006, and an eight-year
term loan facility of $125.0 million. Under the terms of the old credit
facility, we drew down $100.0 million of the term loan facility through June 18,
1999. The proceeds of the borrowings under the old credit facility have been
used to finance acquisitions and operations as well as for other general
corporate purposes.

Our obligations under our old credit facility are secured by substantially
all of our assets in which a security interest may lawfully be granted
(including to the extent permitted by applicable law and the rules of the FCC,
any FCC licenses held by our subsidiaries). The obligations under our old credit
facility are also guaranteed by each of our subsidiaries and are required to be
guaranteed by any additional subsidiaries we acquire.

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<PAGE> 45

Both revolving credit and term loan borrowings under the credit facility
bear interest, at our option, at a rate equal to the Base Rate (as defined under
the terms of our old credit facility) plus a margin ranging between 0.50% to
1.75% or the Eurodollar Rate (as defined under the terms of our old credit
facility) plus a margin ranging between 1.50% to 2.75% (in each case dependent
upon our leverage ratio). The revolving credit and term loan borrowings are
repayable in quarterly installments beginning in 2000, subject to mandatory
prepayment in certain circumstances. The scheduled annual amortization of the
term loans is $2.0 million in each of the years 2000 through 2002, $10.0 million
in 2003, $20.0 million in 2004, $69.0 million in 2005, and $20.0 million at
maturity. The scheduled annual reduction in availability under the revolving
credit loans is $7.5 million in each of the years 2003 through 2005, and $2.5
million in 2006.

In addition, a fronting fee to be agreed to by Cumulus and the issuing bank
of any letter of credit under the old credit facility calculated at a rate not
to exceed 0.0125% per annum on the maximum amount of each letter of credit is
payable quarterly to the issuing bank. Certain mandatory prepayments of the term
loan facility and the revolving credit line and reductions in the availability
of the revolving credit line are required to be made, including:

- subject to certain exceptions, which are applicable to this offering,
100% of the net proceeds from any issuance of capital stock or incurrence
of indebtedness;

- 100% of the net proceeds from certain asset sales; and

- between 50% and 75% (dependent on our leverage ratio) of our excess cash
flow.

On several occasions, our old credit facility was amended to modify or
waive certain restrictive financial and operating covenants in connection with
(1) our borrowings under the credit facility to finance acquisitions or (2)
certain financial covenants.

We have entered into a commitment letter with our existing lenders
providing for a new credit facility in the aggregate principal amount of $225.0
million. See "Description of Certain Indebtedness."

We have issued $160.0 million in aggregate principal amount of our senior
subordinated notes which have a maturity date of July 1, 2008. The senior
subordinated notes are our general unsecured obligations and are subordinated in
right of payment to all our existing and future senior debt (including
obligations under our credit facility). Interest on the senior subordinated
notes is payable semi-annually in arrears.

We issued $125.0 million of our Series A preferred stock in our initial
public offerings on July 1, 1998. The holders of the Series A preferred stock
are entitled to receive cumulative dividends at an annual rate equal to 13 3/4%
of the liquidation preference per share of Series A preferred stock, payable
quarterly, in arrears. On or before July 1, 2003, we may, at our option, pay
dividends in cash or in additional fully paid and non-assessable shares of
Series A preferred stock. From July 1, 1998 until March 31, 1999, we issued an
additional $13.3 million as dividends on the Series A preferred stock. After
July 1, 2003, dividends may only be paid in cash. To date, all of the dividends
on the Series A preferred stock have been paid in shares.

The shares of Series A preferred stock are subject to mandatory redemption
on July 1, 2009 at a price equal to 100% of the liquidation preference plus any
and all accrued and unpaid cumulative dividends. The Series A preferred stock
may be redeemed by us prior to such date under certain circumstances, including
the issuance of Class A common stock in this offering. We intend to use a
portion of the proceeds of this offering to redeem approximately $49.8 million
of our Series A preferred stock.

The indenture and the certificate of designation limit the amount we may
borrow without regard to the other limitations on incurrence of indebtedness
contained therein under credit facilities to $150.0 million. As of March 31,
1999, we would be permitted, by the terms of the indenture and the certificate
of designation, to incur $50.0 million of additional indebtedness under the old
credit facility without regard to the debt ratios included in our indenture.

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<PAGE> 46

RECENT ACCOUNTING PRONOUNCEMENTS

As of January 1, 1998, we adopted Statement of Financial Accounting
Standards No. 130 "Reporting Comprehensive Income." Statement 130 establishes
standards for the reporting and display of comprehensive income and its
components. Comprehensive income is defined as the change in equity of a
business enterprise during a period from transactions and other events and
circumstances from nonowner sources, which are excluded from net income.
Statement 130 requires unrealized gains or losses on foreign currency
translation adjustments, which prior to adoption were reported separately in
stockholders' equity, to be included in comprehensive income. The adoption of
this Statement had no impact on our net income or stockholders' equity.

As of January 1, 1998, we adopted Statement of Financial Accounting
Standards No. 131 "Disclosures about Segments of an Enterprise and Related
Information." Statement 131 establishes new guidelines for identifying and
reporting information about an entity's operating segments. This standard
requires that management identify operating segments based upon the way
management disaggregates the enterprise for making internal operating decisions.
For the twelve months ending December 31, 1998, our management has maintained
only one operating segment, radio broadcasting. Accordingly, our management does
not believe that this statement has an impact on our consolidated financial
statements.

In June 1998, the Financial Accounting Standards Board issued Statement No.
133 "Accounting for Derivative Instruments and Hedging Activities." Statement
133 standardizes the accounting for derivative instruments by requiring that an
entity recognize those items as assets or liabilities in the statement of
financial position and measure them at fair value. We have not engaged in any
derivative or hedging transactions. As a result, we do not anticipate that the
adoption of this new Statement will have a significant effect on our earnings or
financial position. Statement 133 is required to be adopted in years beginning
after June 15, 1999.

In April 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued SOP 98-5, "Accounting for the
Costs of Start-Up Activities." SOP 98-5, effective for 1999, requires
organization costs to be expensed as incurred. Our adoption of SOP 98-5 in the
first quarter of 1999 will result in the write-off of $0.4 million in the year
ending December 31, 1999, representing the balance of capitalized organization
costs at December 31, 1998.

INFLATION

We do not believe that inflation has a significant effect on our
operations.

YEAR 2000 RISK

Based on recent system evaluations, surveys, and ongoing, on-site
inventories, we determined that we will be required to modify or replace
portions of our software and certain hardware so that those systems will
properly utilize dates beyond December 31, 1999. We presently believe that with
modifications or replacements of existing software and certain hardware, the
year 2000 issue can be mitigated. If such modifications and replacements are not
made, or are not completed in time, the year 2000 issue could have a material
impact on our business, results of operations or financial condition.

Our plan to resolve the year 2000 issue involves the identification and
assessment of the existing problem, plan of remediation, as well as a testing
and implementation plan. To date, we have substantially completed

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<PAGE> 47

the identification and assessment process, with the following significant
financial and operational components identified as being affected by the year
2000 issue:

- Computer hardware running critical financial and operational software
that is not capable of recognizing a four-digit code for the applicable
year.

- Our advertising inventory management software responsible for managing,
scheduling and billing customer's broadcast advertising purchases.

- Broadcast studio equipment and software necessary to deliver radio
programming.

- Corporate financial accounting and information system software.

- Significant non-technical systems and equipment that may contain
microcontrollers which are not year 2000 compliant are being identified
and addressed if deemed critical.

We have instituted the following remediation plan to address the year 2000
issues:

- A computer hardware replacement plan for computers running essential
broadcast, operational and financial software applications with year 2000
compatible computers has been instituted. As of March 31, 1999
approximately 75% of all essential computers related to broadcast or
studio equipment are year 2000 compliant. Approximately 95% of all
essential financial based computers are year 2000 compliant. We
anticipate this replacement plan to be 100% complete by the end of the
third quarter in 1999.

- Software upgrades or replacement of advertising inventory management
software which is year 2000 compliant have been planned, are in process,
or have been completed as of March 31, 1999. We have received assurances
from our software vendors that supply our advertising inventory
management software that this software is year 2000 compliant with a few
minor exceptions. For these non-compliant vendors, we will install
inventory management software from a compliant vendor by the end of the
third quarter of 1999. Approximately 80% of the broadcast properties have
year 2000 compliant advertising inventory management software as of March
31, 1999.

- We have received assurances from our software vendors that supply
broadcasting digital automation systems that the software used by us is
currently compliant or has upgrades currently available that are
compliant. Broadcast software and studio equipment are considered to be
80% compliant as of March 31, 1999 and are anticipated to be 100%
compliant by the third quarter of 1999. Financial accounting software for
the broadcast segment has been replaced and is year 2000 compliant.

While we believe our efforts will provide reasonable assurance that
material disruptions will not occur due to internal failure, the possibility of
interruption still exists. We are currently querying other significant vendors
that do not share information systems with us (external agents). To date, we are
not aware of any external agent with a year 2000 issue that would materially
impact our business, results of operations or financial condition. However, we
have no means of ensuring that external agents will be year 2000 ready. The
inability of external agents to complete their year 2000 resolution process in a
timely fashion could materially impact our business, results of operations or
financial condition. The effect of non-compliance by external agents is not
determinable.

In the ordinary course of business, we have acquired or plan to acquire the
necessary year 2000 compliant hardware and software. These purchases are part of
specific operational and financial system enhancements completed during 1998 and
early 1999 that were planned without specific regard to the year 2000 issue.
These system enhancements resolve many year 2000 problems and have not been
delayed or accelerated as a result of any additional efforts addressing the year
2000 issue. Accordingly, these costs have not been included as part of the costs
of year 2000 remediation. However, there are several hardware and software
expenditures that have been or will be incurred to specifically remediate year
2000 non-compliance. Incremental hardware and software costs that we have
attributed to the year 2000 issue are estimated to be less than $1.5 million. Of
this cost, approximately 10% will be expensed as modification or upgrade costs
with the remaining costs being

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<PAGE> 48

capitalized as new hardware or software. Sources of funds for these expenditures
will be supplied through cash flow generated from operations and/or available
borrowings from our credit facility.

Our accounting policy is to expense costs incurred due to maintenance,
modifications or upgrades and to capitalize the cost of new hardware and
software. We believe that we have an effective program in place to resolve the
year 2000 issue in a timely manner. As noted above, we have not yet completed
all necessary phases of the year 2000 program. In the event that we do not
complete any additional phases, we could experience disruptions in our
operations, including among other things, a temporary inability to produce
broadcast signals, process financial transactions, or engage in similar normal
business activities. In addition, disruptions in the economy generally resulting
from the year 2000 issues could also materially adversely affect our business,
results of operations or financial condition. We could be subject to litigation
for computer systems failures, equipment shutdowns or failure to properly date
business records. The amount of potential liability and lost revenue cannot be
reasonably estimated at this time. We currently have no contingency plans in
place in the event we do not complete all phases of the year 2000 program. We
plan to evaluate the status of completion in June 1999 and determine whether
such contingency plans are necessary.

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<PAGE> 49

BUSINESS

THE COMPANY

Relative to the 100 largest markets in the U.S., we believe that the
mid-size markets represent attractive operating environments and generally are
characterized by:

- a greater use of radio advertising as evidenced by the greater percentage
of total media revenues captured by radio than the national average;

- rising advertising revenues as the larger national and regional retailers
expand into these markets;

- small independent operators, many of whom lack the capital to produce
high quality locally-originated programming and/or to employ more
sophisticated research, marketing, management and sales techniques; and

- lower overall susceptibility to economic downturns.

We believe that the attractive operating characteristics of mid-size
markets, together with the relaxation of radio station ownership limits under
the Telecommunications Act of 1996 and FCC rules, create significant
opportunities for growth from the formation of groups of radio stations within
these markets. We believe that mid-size radio markets provide an excellent
opportunity to acquire attractive properties at favorable purchase prices due to
the size and fragmented nature of ownership in these markets and to the greater
attention historically given to the larger markets by radio station acquirors.
According to BIA, there are approximately 1,656 FM and 1,035 AM stations in the
169 U.S. radio markets ranked MSA 100-268. These 2,691 stations are owned by
approximately 990 different operators. In addition, there are nearly 4,700
stations in unranked markets owned by approximately 2,500 operators.

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<PAGE> 50

MANAGEMENT TEAM

Our senior management team has an aggregate of over 75 years of experience
in the media and radio broadcasting industry. To date, our management team has
negotiated 89 acquisitions, accounting for all 244 of our stations currently
owned or to be acquired upon consummation of our pending acquisitions. Our
Executive Chairman and Treasurer, Richard W. Weening, has over 20 years of
operating experience as a chief executive officer in media and information
companies including significant experience in corporate finance and mergers and
acquisitions. Lewis W. Dickey, Jr., our Executive Vice Chairman, has over 15
years of experience in the radio and television broadcasting industry and is a
successful owner-operator of radio stations in large and mid-size markets. Mr.
Dickey is also a nationally regarded business strategy and marketing consultant
to the radio and television broadcasting industry. William M. Bungeroth, our
President, has over 20 years of experience in the radio broadcasting industry.
Mr. Bungeroth has developed an expertise in increasing revenues at stations
under his management. Mr. Bungeroth is also President and Chief Executive
Officer of Cumulus Broadcasting Inc. Mr. Bungeroth manages the broadcasting
business along with the General Managers of each market, the Director of
Programming and the regional Directors of Sales. Our Vice President and Chief
Financial Officer, Richard J. Bonick, Jr., has 20 years of experience in the
radio broadcasting industry. Mr. Bonick manages the financial reporting and
control systems as well as the operational aspects of our broadcasting business.

STATION PORTFOLIO

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<PAGE> 51

<TABLE>
<CAPTION>
STATION PORTFOLIO
-----------------
MSA CLUSTER 12+ OWNED PENDING PRO FORMA
MARKET RANKING BY AUDIENCE ----- ------- ---------
MARKET RANK REVENUE SHARE SHARE FM AM FM AM FM AM
- ------ ------ ------------- -------- -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MIDWEST REGION
Ann Arbor, MI....................... 145 1 7.4% 2 2 -- -- 2 2
Appleton -- Oshkosh, WI............. 135 3 14.0% 2 2 -- -- 2 2
Bismarck, ND........................ 260 1 50.9% 3 1 1 2 4 3
Dubuque, IA......................... 219 2 34.0% 4 1 -- -- 4 1
Eau Claire, WI...................... 231 2 33.9% -- -- 4 2 4 2
Faribault-Owatonna-Waseca, MN....... n/a 1 -- 4 4 -- -- 4 4
Green Bay, WI....................... 183 2 11.6% 3 -- -- -- 3 --
Kalamazoo, MI....................... 174 1 24.6% 2 1 -- -- 2 1
Mankato-New Ulm-St. Peter, MN....... n/a 1 -- 4 2 -- -- 4 2
Marion-Carbondale, IL............... 212 1 30.1% 4 2 -- -- 4 2
Mason City, IA...................... n/a 1 -- 5 2 -- -- 5 2
Monroe, MI.......................... n/a 1 -- 1 -- -- -- 1 --
Rochester, MN....................... n/a 1 -- 2 2 -- -- 2 2
Toledo, OH.......................... 78 1 32.9% 4 2 1 -- 5 2
Topeka, KS.......................... 180 2 19.6% 2 2 -- -- 2 2
SOUTHWEST REGION
Abilene, TX......................... 226 2 23.4% 4 -- -- -- 4 --
Amarillo, TX........................ 188 2 25.6% 4 2 -- -- 4 2
Beaumont-Port Arthur, TX............ 130 2 31.4% 3 2 -- -- 3 2
Fayetteville, AR.................... 156 2 24.6% 4 2 -- -- 4 2
Ft. Smith, AR....................... 170 4 14.9% -- -- 3 -- 3 --
Grand Junction, CO.................. 249 1 49.6% 3 -- 1 2 4 2
Lake Charles, LA.................... 205 1 49.2% 3 1 -- -- 3 1
McAllen-Brownsville, TX............. 62 3 23.8% -- -- 2 -- 2 --
Odessa-Midland, TX.................. 176 1 34.9% 4 1 -- 1 4 2
Wichita Falls, TX................... 236 2 40.8% 3 -- 1 -- 4 --
NORTHEAST REGION
Augusta-Waterville, ME.............. 247 1 31.8% 5 1 1 1 6 2
Bangor, ME.......................... 261 1 35.2% 4 1 -- -- 4 1
--- -- -- -- --- ---
TOTALS 130 57 39 18 169 75
NUMBER OF U.S. MARKETS: 45 NUMBER OF STATIONS: 244
</TABLE>

We also own and operate five radio stations in various locations throughout
the English-speaking Eastern Caribbean including Trinidad, St. Kitts-Nevis, St.
Lucia, Montserrat and Antigua-Barbuda, and we have been granted a license for a
FM station covering Barbados and Tortola, British Virgin Islands.

ACQUISITION STRATEGY

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<PAGE> 52

target stations that we believe give us the opportunity to significantly
increase revenues and broadcast cash flow. In executing this strategy, we focus
on markets with:

- diversified, growing economies that do not depend on any single industry
or employer;

- a regional fit with our overall portfolio concentrations (the Southeast,
Midwest, Southwest and Northeast regions of the U.S.);

- proximity to larger markets that may lead to increased economic expansion
into our markets;

- previously unconsolidated radio stations with fragmented ownership; and

- the opportunity to assemble a group of stations that have competitive
signal coverage and that are diversified in format to provide a broad
range of target audiences for advertisers.

We believe that our acquisition strategy will have a number of benefits,
including:

- growth and diversification of revenue and broadcast cash flow across a
greater number of stations and markets;

- improved broadcast cash flow margins through the consolidation of
facilities and the elimination of redundant expenses;

- enhanced utilization of certain corporate overhead functions including
our senior management team;

- improved leverage in various key vendor negotiations;

- greater ability to recruit top industry management talent; and

- increased overall scale, which should facilitate our future capital
raising activities.

INTEGRATION OF ACQUIRED BUSINESSES

- use sophisticated market research to assess and enhance format quality
and effectiveness so that we can refine station formats, enrich the
listener experience and increase audience and revenue share relative to
other stations in the market;

- make necessary improvements in transmission facilities, audio processing
and studio facilities;

- expand our sales organization through active recruiting and increase its
effectiveness through in-depth training, thereby enhancing demand for the
station's spot inventory to increase both revenue and margin;

- establish revenue and expense budgets consistent with the programming and
sales strategy and corresponding cost adjustments.

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<PAGE> 53

OPERATING STRATEGY

Our operating strategy has the following principal components:

- ASSEMBLE AND DEVELOP LEADING STATION GROUPS. In each market, we acquire
leading stations in terms of revenue or audience share as well as
under-performing stations which we believe create an opportunity for
growth. Each station within the market generally has a different format
and an FCC license that provides for full signal coverage in the market
area.

OUR PENDING ACQUISITIONS

We have entered into definitive purchase agreements to acquire 57 stations
in 19 markets for an aggregate purchase price of approximately $161.9 million.
We expect to consummate most of these pending acquisitions by the first quarter
of 2000, but we cannot be certain that the transactions will be consummated
within that time frame, or at all. For a discussion of certain factors affecting
our pending acquisitions, see "Risk Factors -- Risks of Acquisition Strategy."
Petitions or informal objections are currently pending against our FCC license
assignment applications in the following markets in which we have pending
acquisitions: Grand Junction, Colorado; Columbus-Starkville, Mississippi;
Wichita Falls, Texas; Columbus, Georgia; and Augusta, Georgia. In addition, the
U.S. Department of Justice is actively investigating our pending acquisitions in
the Grand Junction, Colorado and Lexington, Kentucky markets. All such petitions
and objections, and in some cases, FCC staff inquiries must be resolved before
FCC approval can be obtained and such acquisitions consummated. Other pending or
future acquisitions may also be subjected to challenges from the FCC, the U.S.
Department of Justice, competitors or others. We do not expect any such
challenges to affect materially any transaction other than those specific
pending or future acquisitions subject to such challenges.

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<PAGE> 54

INDUSTRY OVERVIEW

The primary source of revenues for radio stations is generated from the
sale of advertising time to local and national spot advertisers and national
network advertisers. National spot advertisers assist advertisers in placing
their advertisements in a specific market. National network advertisers place
advertisements on a national network show and such advertisements will air in
each market where the network has an affiliate. During the past decade, local
advertising revenue as a percentage of total radio advertising revenue in a
given market has ranged from approximately 72% to 87%. The growth in total radio
advertising revenue tends to be fairly stable. With the exception of 1991, when
total radio advertising revenue fell by approximately 3.1% compared to the prior
year, advertising revenue has generally risen in each of the past 16 years
faster than both inflation and the gross national product.

According to the Radio Advertising Bureau's Radio Marketing Guide and Fact
Book for Advertisers 1998, each week radio reaches approximately 96% of all
Americans over the age of 12. More than 60% of all radio listening is done
outside the home and car radio reaches four out of five adults each week. The
average listener spends approximately three hours and 24 minutes per day
listening to radio. The highest portion of radio listenership occurs during the
morning, particularly between the time a listener wakes up and the time the
listener reaches work. This "morning drive time" period reaches more than 80% of
people over 12 years of age, and as a result, radio advertising sold during this
period achieves premium advertising rates.

Radio is considered an efficient, cost-effective means of reaching
specifically identified demographic groups. Stations are typically classified by
their on-air format, such as country, adult contemporary, oldies and news/talk.
A station's format and style of presentation enables it to target specific
segments of listeners sharing certain demographic features. By capturing a
specific share of a market's radio listening audience, with particular
concentration in a targeted demographic, a station is able to market its
broadcasting time to advertisers seeking to reach a specific audience.
Advertisers and stations use data published by audience measuring services, such
as Arbitron, to estimate how many people within particular geographical markets
and demographics listen to specific stations.

The number of advertisements that can be broadcast without jeopardizing
listening levels and the resulting ratings are limited in part by the format of
a particular station and the local competitive environment. Although the number
of advertisements broadcast during a given time period may vary, the total
number of advertisements broadcast on a particular station generally does not
vary significantly from year to year.

A station's local sales staff generates the majority of its local and
regional advertising sales through direct solicitations of local advertising
agencies and businesses. To generate national advertising sales, a station
usually will engage a firm that specializes in soliciting radio advertising
sales on a national level. National sales representatives obtain advertising
principally from advertising agencies located outside the station's market and
receive commissions based on the revenue from the advertising they obtain.

ADVERTISING SALES

Virtually all of our revenue is generated from the sale of local, regional
and national advertising for broadcast on our radio stations. Approximately 89%
and 88% of our net broadcasting revenue was generated from the sale of local and
regional advertising in 1997 and 1998, respectively. Additional broadcasting
revenue is generated from the sale of national advertising. The major categories
of our advertisers include:

<TABLE>
<S> <C> <C>
- - Automotive - Telecommunications - Movies
- - Retail - Fast Food - Entertainment
- - Healthcare - Beverage - Services
</TABLE>

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<PAGE> 55

Each station's local sales staff solicits advertising either directly from the
local advertiser or indirectly through an advertising agency. We employ a tiered
commission structure to focus our individual sales staffs on new business
development. Consistent with our operating strategy of dedicated sales forces
for each of our stations, we have also increased the number of salespeople per
station. We believe that we can outperform the traditional growth rates of our
markets by (1) expanding our base of advertisers, (2) training newly hired sales
people and (3) providing a higher level of service to our existing base. This
requires larger sales staffs than most of the stations employ at the time they
are acquired by Cumulus. We support our strategy of building local direct
accounts by employing personnel in each of our markets to produce custom
commercials that respond to the needs of our advertisers. In addition, in-house
production provides advertisers greater flexibility in changing their commercial
messages with minimal lead time.

Our national sales are made by Interep National Radio Sales, Inc., a firm
specializing in radio advertising sales on the national level, in exchange for a
commission that is based on our net revenue from the advertising obtained.
Regional sales, which we define as sales in regions surrounding our markets to
buyers that advertise in our markets, are generally made by our local sales
staff and market managers. Whereas we seek to grow our local sales through
larger and more customer-focused sales staffs, we seek to grow our national and
regional sales by offering to key national and regional advertisers groups of
stations within specific markets and regions that make our stations more
attractive. Many of these large accounts have previously been reluctant to
advertise in these markets because of the logistics involved in buying
advertising from individual stations. Certain of our stations had no national
representation before being acquired by us.

The number of advertisements that can be broadcast without jeopardizing
listening levels and the resulting ratings are limited in part by the format of
a particular station. We estimate the optimal number of advertisements available
for sale depending on the programming format of a particular station. Each of
our stations has a general target level of on-air inventory that it makes
available for advertising. This target level of inventory for sale may be
different at different times of the day but tends to remain stable over time.
Our stations strive to maximize revenue by managing their on-air inventory of
advertising time and adjusting prices up or down based on supply and demand. We
seek to broaden our base of advertisers in each of our markets by providing a
wide array of audience demographic segments across our cluster of stations,
thereby providing each of our potential advertisers with an effective means of
reaching a targeted demographic group. Our selling and pricing activity is based
on demand for our radio stations' on-air inventory and, in general, we respond
to this demand by varying prices rather than by varying our target inventory
level for a particular station. Most changes in revenue are explained by
demand-driven pricing changes rather than by changes in the available inventory.
Advertising rates charged by radio stations are based primarily on:

- a station's share of audiences generally, and in the demographic groups
targeted by advertisers (as measured by ratings surveys);

- the supply of and demand for radio advertising time generally and for
time targeted at particular demographic groups; and

- certain additional qualitative factors. Rates are generally highest
during morning and afternoon commuting hours.

A station's listenership is reflected in ratings surveys that estimate the
number of listeners tuned to the station and the time they spend listening. Each
station's ratings are used by its advertisers and advertising representatives to
consider advertising with the station and are used by Cumulus to chart audience
growth, set advertising rates and adjust programming. The radio broadcast
industry's principal ratings service is Arbitron, which publishes periodic
ratings surveys for significant domestic radio markets. These surveys are our
primary source of ratings data.

COMPETITION

The radio broadcasting industry is highly competitive. The success of each
of our stations depends largely upon its audience ratings and its share of the
overall advertising revenue within its market. Our audience ratings and
advertising revenue are subject to change, and any adverse change in a
particular market affecting

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<PAGE> 56

advertising expenditures or an adverse change in the relative market positions
of the stations located in a particular market could have a material adverse
effect on the revenue of our radio stations located in that market. There can be
no assurance that any one or all of our stations will be able to maintain or
increase current audience ratings or advertising revenue market share.

Our stations, including those to be acquired upon completion of the pending
acquisitions, compete for listeners and advertising revenues directly with other
radio stations within their respective markets, as well as with other
advertising media as discussed below. Radio stations compete for listeners
primarily on the basis of program content that appeals to a particular
demographic group. By building a strong listener base consisting of specific
demographic groups in each of our markets, we are able to attract advertisers
seeking to reach those listeners. Companies that operate radio stations must be
alert to the possibility of another station changing its format to compete
directly for listeners and advertisers. Another station's decision to convert to
a format similar to that of one of our radio stations in the same geographic
area or to launch an aggressive promotional campaign may result in lower ratings
and advertising revenue, increased promotion and other expenses and
consequently, lower broadcast cash flow for Cumulus.

Factors that are material to a radio station's competitive position include
management experience, the station's local audience rank in its market,
transmitter power and location, assigned frequency, audience characteristics,
local program acceptance and the number and characteristics of other radio
stations in the market area. We attempt to improve our competitive position in
each market by extensively researching and improving our stations' programming,
by implementing advertising campaigns aimed at the demographic groups for which
our stations program and by managing our sales efforts to attract a larger share
of advertising dollars for each station individually. However, we compete with
some organizations that have substantially greater financial or other resources
than we do.

Recent changes in federal law and the FCC's rules and policies permit
increased ownership and operation of multiple local radio stations. Management
believes that radio stations that elect to take advantage of groups of
commonly-owned stations or joint arrangements such as LMAs may in certain
circumstances have lower operating costs and may be able to offer advertisers
more attractive rates and services. Although we currently operate multiple
stations in each of our markets and intend to pursue the creation of additional
multiple station groups, our competitors in certain markets include operators of
multiple stations or operators who already have entered into LMAs. We may also
compete with other broadcast groups for the purchase of additional stations.
Some of these groups are owned or operated by companies that have substantially
greater financial and other resources than we do.

Although the radio broadcasting industry is highly competitive, and
competition is enhanced to some extent by changes in existing radio station
formats and upgrades of power, among other actions, certain regulatory
limitations on entry exist. The operation of a radio broadcast station requires
a license from the FCC, and the number of radio stations that an entity can
operate in a given market is limited by the availability of FM and AM radio
frequencies allotted by the FCC to communities in that market, as well as by the
multiple ownership rules regulating the number of stations that may be owned or
programmed by a single entity. The FCC's multiple ownership provisions of the
Telecom Act and the FCC's rules have changed significantly as a result of the
Telecom Act. For a discussion of FCC regulation and the provisions of the
Telecom Act, see "-- Federal Regulation of Radio Broadcasting."

Our stations also compete for advertising revenue with other media,
including newspapers, broadcast television, cable television, magazines, direct
mail, coupons and outdoor advertising. In addition, the radio broadcasting
industry is subject to competition from new media technologies that are being
developed or introduced, such as the delivery of audio programming by cable
television systems, by satellite and by digital audio broadcasting. Digital
audio broadcasting may deliver by satellite to nationwide and regional
audiences, multi-channel, multi-format, digital radio services with sound
quality equivalent to compact discs. The delivery of information through the
presently unregulated Internet also could create a new form of competition. The
radio broadcasting industry historically has grown despite the introduction of
new technologies for the delivery of entertainment and information, such as
television broadcasting, cable television, audio tapes and compact discs. A
growing population and greater availability of radios, particularly car and
portable

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<PAGE> 57

radios, have contributed to this growth. There can be no assurance, however,
that the development or introduction in the future of any new media technology
will not have an adverse effect on the radio broadcasting industry.

The FCC has recently authorized spectrum for the use of a new technology,
satellite digital audio radio services, to deliver audio programming. The FCC
has also authorized two companies to provide digital audio radio service.
Digital audio radio services may provide a medium for the delivery by satellite
or terrestrial means of multiple new audio programming formats to local and
national audiences. It is not known at this time whether this digital technology
also may be used in the future by existing radio broadcast stations either on
existing or alternate broadcasting frequencies.

The FCC also recently proposed a new low power FM radio service. Under this
proposal, licenses to operate stations in this service would be available only
to persons or entities that do not currently own FM radio stations. We cannot
predict whether the FCC ultimately will adopt rules to implement this service or
what effect, if any, the implementation of these services will have on our
operations. Low power FM radio stations may, however, cause interference to our
stations and compete with our stations for listeners and advertising revenues.

We cannot predict what other matters might be considered in the future by
the FCC or the Congress, nor can we assess in advance what impact, if any, the
implementation of any of these proposals or changes might have on our business.
See "-- Federal Regulation of Radio Broadcasting."

FEDERAL REGULATION OF RADIO BROADCASTING

Introduction. The ownership, operation and sale of broadcast stations,
including those licensed to Cumulus, are subject to the jurisdiction of the FCC,
which acts under authority derived from the Communications Act. In 1996, the
Telecom Act amended the Communications Act to make changes in several broadcast
laws and to direct the FCC to change certain of its broadcast rules. Among other
things, the FCC grants permits and licenses to construct and operate radio
stations; assigns frequency bands for broadcasting; determines whether to
approve changes in ownership or control of station licenses; regulates equipment
used by stations and the operating power and other technical parameters of
stations; adopts and implements regulations and policies that directly or
indirectly affect the ownership, operation and employment practices of stations;
regulates the content of some forms of radio broadcasting programming; and has
the power to impose penalties for violations of its rules under the
Communications Act.

The following is a brief summary of certain provisions of the
Communications Act, the Telecom Act and specific FCC rules and policies. This
description does not purport to be comprehensive and reference should be made to
the Communications Act, the FCC's rules and the public notices and rulings of
the FCC for further information concerning the nature and extent of federal
regulation of radio broadcasting stations. Failure to observe the provisions of
the Communications Act and the FCC's rules and policies can result in the
imposition of various sanctions, including monetary forfeitures, the grant of
"short-term" (less than the maximum term) license renewal or, for particularly
egregious violations, the denial of a license renewal application, the
revocation of a license or the denial of FCC consent to acquire additional
broadcast properties.

License Grant and Renewal. Radio broadcast licenses are granted and
renewed for maximum terms of eight years. Licenses may be renewed through an
application to the FCC. Petitions to deny license renewal applications can be
filed by interested parties, including members of the public. We are not
currently aware of any facts that would prevent the timely renewal of our
licenses to operate our radio stations, although there can be no assurance that
our licenses will be renewed.

The area served by AM stations is determined by a combination of frequency,
transmitter power and antenna orientation. To determine the effective service
area of an AM station, its power, its operating frequency, its antenna patterns
and its day/night operating modes are required. The area served by FM stations
is determined by a combination of transmitter power and antenna height, with
stations divided into classes according to their anticipated service area.

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<PAGE> 58

Class C FM stations operate at 100 kilowatts of power with up to 1,968 feet
of antenna elevation above average terrain. They are the most powerful FM
stations, providing service to a large area, typically a substantial portion of
a state. Class B FM stations operate at up to 50 kilowatts of power with up to
500 feet of antenna elevation. These stations typically serve large metropolitan
areas as well as their associated suburbs. Class A FM stations operate at 6
kilowatts with up to 328 feet of antenna elevation, and serve smaller cities and
towns or suburbs of larger cities.

The minimum and maximum facilities requirements for an FM station are
determined by its class. FM class designations depend upon the geographic zone
in which the transmitter of the FM station is located. In general, commercial FM
stations are classified as follows, in order of increasing power and antenna
height: Class A, B1, C3, B, C2, C1 and C.

The following table sets forth the market, call letters, FCC license
classification, antenna elevation above average terrain (for FM stations only),
power and frequency of each of the stations owned or operated by Cumulus,
assuming the consummation of the pending acquisitions, and the date on which
each station's FCC license expires.

55
<PAGE> 59

<TABLE>
<CAPTION>
HEIGHT
ABOVE POWER
AVERAGE (IN KILOWATTS)
EXPIRATION TERRAIN --------------
MARKET STATIONS CITY OF LICENSE FREQUENCY DATE OF LICENSE (IN FEET) DAY NIGHT
------ ---------- ------------------ --------- ---------------- --------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Florence, SC...................... WYNN FM Florence, SC 106.3 December 1, 2003 325 6.0 6.0
WYNN AM Florence, SC 540 December 1, 2003 n/a 0.3 0.2
WHLZ FM Manning, SC 92.5 December 1, 2003 1171 98.0 98.0
WYMB AM Manning, SC 920 December 1, 2003 n/a 2.3 1.0
WCMG FM Latta, SC 94.3 December 1, 2003 502 10.5 10.5
WHSC AM Hartsville, SC 1450 December 1, 2003 n/a 1.0 1.0
WBZF FM Hartsville, SC 98.5 December 1, 2003 328 3.0 3.0
WFSF FM Marion, SC 100.5 December 1, 2003 354 21.5 21.5
WMXT FM Pamplico, SC 102.1 December 1, 2003 479 50.0 50.0
WWFN FM Lake City, SC 100.1 December 1, 2003 433 3.3 3.3
Laurel-Hattiesburg, MS............ WHER FM Heidelberg, MS 99.3 June 1, 2004 492 50.0 50.0
WFOR AM Hattiesburg, MS 1400 June 1, 2004 n/a 1.0 1.0
WUSW FM Hattiesburg, MS 103.7 June 1, 2004 1057 100.0 100.0
WNSL FM Laurel, MS 100.3 June 1, 2004 1066 100.0 100.0
WQIS AM Laurel, MS 890 June 1, 2004 n/a 10.0 0.0
WJKX FM Ellisville, MS 102.5 June 1, 2004 492 50.0 50.0
WMFM FM Petal, MS 106.3 June 1, 2004 400 1.8 0.0
Lexington-Fayette, KY............. WVLK AM Lexington, KY 590 August 1, 2004 n/a 5.0 1.6
WVLK FM Lexington, KY 92.9 August 1, 2004 850 100.0 100.0
WLTO FM Nicholasville, KY 102.5 August 1, 2004 400 2.0 2.0
WLRO FM Richmond, KY 101.5 August 1, 2004 541 10.0 10.0
WXZZ FM Georgetown, KY 103.3 August 1, 2004 794 1.0 1.0
Mobile, AL........................ WYOK FM Atmore, AL 104.1 April 1, 2004 1555 100.0 100.0
WGOK AM Mobile, AL 900 April 1, 2004 n/a 1.0 0.4
WBLX FM Mobile, AL 92.9 April 1, 2004 1555 98.0 98.0
WDLT FM Chickasaw, AL 98.3 April 1, 2004 548 40.0 40.0
WDLT AM Fairhope, AL 660 April 1, 2004 n/a 10.0 0.0
Montgomery, AL.................... WMSP AM Montgomery, AL 740 April 1, 2004 n/a 10.0 0.0
WNZZ AM Montgomery, AL 950 April 1, 2004 n/a 1.0 0.4
WMXS FM Montgomery, AL 103.3 April 1, 2004 1096 100.0 100.0
WLWI FM Montgomery, AL 92.3 April 1, 2004 1096 100.0 100.0
WHHY FM Montgomery, AL 101.9 April 1, 2004 1096 100.0 100.0
WHHY AM Montgomery, AL 1440 April 1, 2004 n/a 5.0 1.0
WXFX FM Prattville, AL 95.1 April 1, 2004 476 50.0 50.0
Muscle Shoals, AL................. WLAY FM Muscle Shoals, AL 105.5 April 1, 2004 742 1.1 1.1
WLAY AM Muscle Shoals, AL 1450 April 1, 2004 n/a 1.0 1.0
WKGL FM Russellville, AL 97.7 April 1, 2004 430 3.5 3.5
Myrtle Beach, SC.................. WSYN FM Georgetown, SC 106.5 December 1, 2003 492 50.0 50.0
WDAI FM Pawley's Island, SC 98.5 December 1, 2003 328 6.0 6.0
WJXY FM Conway, SC 93.9 December 1, 2003 420 3.7 3.7
WXJY FM Georgetown, SC 93.7 December 1, 2003 328 6.0 6.0
WJXY AM Conway, SC 1050 December 1, 2003 n/a 5.0 0.5
WSEA FM Atlantic Beach, SC 100.3 December 1, 2003 476 2.6 2.6
Pensacola, FL..................... WWRO FM Pensacola, FL 100.7 February 1, 2004 1555 100.0 100.0
WCOA AM Pensacola, FL 1370 February 1, 2004 n/a 5.0 5.0
Salisbury-Ocean City, MD.......... WLVW FM Salisbury, MD 105.5 October 1, 2003 384 2.1 2.1
WLBW FM Fenwick Island, DE 92.1 August 1, 2006 308 6.0 6.0
WQHQ FM Salisbury, MD 104.7 October 1, 2003 610 33.0 33.0
WTGM AM Salisbury, MD 960 October 1, 2003 n/a 5.0 5.0
WOSC FM Bethany Beach, DE 95.9 October 1, 2003 377 18.8 18.8
WWFG FM Ocean City, MD 99.9 October 1, 2003 315 50.0 50.0
WSBY FM Salisbury, MD 98.9 October 1, 2003 325 6.0 6.0
WJDY AM Salisbury, MD 1470 October 1, 2003 n/a 5.0 0.0
</TABLE>

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<PAGE> 60

<TABLE>
<CAPTION>
HEIGHT
ABOVE POWER
AVERAGE (IN KILOWATTS)
EXPIRATION TERRAIN --------------
MARKET STATIONS CITY OF LICENSE FREQUENCY DATE OF LICENSE (IN FEET) DAY NIGHT
------ ---------- ------------------ --------- ---------------- --------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Savannah, GA...................... WJCL FM Savannah, GA 96.5 April 1, 2004 1161 100.0 100.0
WIXV FM Savannah, GA 95.5 April 1, 2004 856 100.0 100.0
WSIS FM Springfield, GA 103.9 April 1, 2004 328 6.0 6.0
WBMQ AM Savannah, GA 630 April 1, 2004 n/a 5.0 5.0
WEAS FM Savannah, GA 93.1 April 1, 2004 981 97.0 97.0
WJLG AM Savannah, GA 900 April 1, 2004 n/a 4.4 0.2
WZAT FM Savannah, GA 102.1 April 1, 2004 1306 100.0 100.0
Tallahassee, FL................... WHBX FM Tallahassee, FL 96.1 February 1, 2004 479 37.0 37.0
WBZE FM Tallahassee, FL 98.9 February 1, 2004 604 100.0 100.0
WHBT AM Tallahassee, FL 1410 February 1, 2004 n/a 5.0 0.0
WWLD FM Tallahassee, FL 106.1 February 1, 2004 328 6.0 6.0
WGLF FM Tallahassee, FL 104.1 February 1, 2004 1394 90.0 90.0
Tupelo, MS........................ WESE FM Baldwyn, MS 92.5 June 1, 2004 328 5.4 5.4
WTUP AM Tupelo, MS 1490 June 1, 2004 n/a 1.0 1.0
WNRX AM Tupelo, MS 1060 June 1, 2004 n/a 9.6 0.0
WWZD FM New Albany, MS 106.7 June 1, 2004 656 28.0 28.0
Wilmington, NC.................... WWQQ FM Wilmington, NC 101.3 December 1, 2003 545 40.0 40.0
WQSL FM Jacksonville, NC 92.3 December 1, 2003 725 22.7 22.7
WXQR FM Jacksonville, NC 105.5 December 1, 2003 794 19.0 19.0
WAAV FM Leland, NC 94.1 December 1, 2003 148 5.0 5.0
WAAV AM Leland, NC 980 December 1, 2003 n/a 5.0 5.0
MIDWEST REGION
Ann Arbor, MI..................... WIQB FM Ann Arbor, MI 102.9 October 1, 2004 499 49.0 49.0
WQKL FM Ann Arbor, MI 107.1 October 1, 2004 289 3.0 3.0
WTKA AM Ann Arbor, MI 1050 October 1, 2004 n/a 10.0 0.5
WDEO AM Saline, MI 1290 October 1, 2004 n/a 0.5 0.0
Appleton-Oshkosh, WI.............. WWWX FM Oshkosh, WI 96.7 December 1, 2004 328 6.0 6.0
WVBO FM Oshkosh, WI 103.9 December 1, 2004 318 25.0 25.0
WNAM AM Neenah Menasha, WI 1280 December 1, 2004 n/a 20.0 5.0
WOSH AM Oshkosh, WI 1490 December 1, 2004 n/a 1.0 1.0
Bismarck, ND...................... KBYZ FM Bismarck, ND 96.5 April 1, 2005 1001 100.0 100.0
KACL FM Bismarck, ND 98.7 April 1, 2005 1093 100.0 100.0
KKCT FM Bismarck, ND 97.5 April 1, 2005 830 100.0 100.0
KLXX AM Bismarck, ND 1270 April 1, 2005 n/a 1.0 0.3
KSSS FM Bismarck, ND 101.5 April 1, 2005 988 100.0 100.0
KBMR AM Bismarck, ND 1130 April 1, 2005 n/a 10.0 0.0
KXMR AM Bismarck, ND (1) (1) -- -- --
Dubuque, IA....................... KLYV FM Dubuque, IA 105.3 February 1, 2005 331 50.0 50.0
KXGE FM Dubuque, IA 102.3 February 1, 2005 410 1.7 1.7
WDBQ FM Galena, IL 107.5 February 1, 2005 328 3.0 3.0
WDBQ AM Dubuque, IA 1490 February 1, 2005 n/a 1.0 1.0
WJOD FM Asbury, IA 103.3 February 1, 2005 643 6.6 6.6
Eau Claire, WI.................... WBIZ AM Eau Claire, WI 1400 December 1, 2004 n/a 1.0 1.0
WBIZ FM Eau Claire, WI 100.7 December 1, 2004 482 100.0 100.0
WMEQ AM Menomonie, WI 880 December 1, 2004 n/a 10.0 0.2
WMEQ FM Menomonie, WI 92.1 December 1, 2004 699 18.0 18.0
WQRB FM Bloomer, WI 95.1 December 1, 2004 545 8.9 8.9
WATQ FM Chetek, WI 106.7 December 1, 2004 584 35.0 35.0
</TABLE>

57
<PAGE> 61

<TABLE>
<CAPTION>
HEIGHT
ABOVE POWER
AVERAGE (IN KILOWATTS)
EXPIRATION TERRAIN --------------
MARKET STATIONS CITY OF LICENSE FREQUENCY DATE OF LICENSE (IN FEET) DAY NIGHT
------ ---------- ------------------ --------- ---------------- --------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Faribault-Owatonna-Waseca, MN..... KRFO AM Owatonna, MN 1390 April 1, 2005 n/a 0.5 0.1
KRFO FM Owatonna, MN 104.9 April 1, 2005 174 4.7 4.7
KOWO AM Waseca, MN 1170 April 1, 2005 n/a 1.0 0.0
KRUE FM Waseca, MN 92.1 April 1, 2005 285 25.0 25.0
KDHL AM Faribault, MN 920 April 1, 2005 n/a 5.0 5.0
KQCL FM Faribault, MN 95.9 April 1, 2005 328 3.0 3.0
KQPR FM Albert Lea, MN 96.1 April 1, 2005 328 6.0 6.0
KNFX AM Austin, MN 970 April 1, 2005 n/a 5.0 0.5
Green Bay, WI..................... WOGB FM Kaukauna, WI 103.1 December 1, 2004 879 25.0 25.0
WJLW FM Allouez, WI 106.7 December 1, 2004 509 25.0 25.0
WXWX FM Brillion, WI 107.5 December 1, 2004 328 6.0 6.0
Kalamazoo, MI..................... WKFR FM Battle Creek, MI 103.3 October 1, 2004 482 50.0 50.0
WRKR FM Portage, MI 107.7 October 1, 2004 489 50.0 50.0
WKMI AM Kalamazoo, MI 1360 October 1, 2004 n/a 5.0 1.0
Mankato-New Ulm-Springfield-
Marshall, MN.................... KXLP FM New Ulm, MN 93.1 April 1, 2005 489 100.0 100.0
KYSM AM Mankato, MN 1230 April 1, 2005 n/a 1.0 1.0
KYSM FM Mankato, MN 103.5 April 1, 2005 541 100.0 100.0
KNUJ AM New Ulm, MN 860 April 1, 2005 n/a 1.0 0.1
KNUJ FM Sleepy Eye, MN 107.3 April 1, 2005 400 1.9 1.9
KNSG FM Springfield, MN 94.7 April 1, 2005 472 50.0 50.0
Marion-Carbondale, IL............. WDDD FM Marion, IL 107.3 December 1, 2004 492 50.0 50.0
WDDD AM Johnston City, IL 810 December 1, 2004 n/a 0.3 0.3
WFRX AM West Frankfort, IL 1300 December 1, 2004 n/a 1.0 0.1
WTAO FM Murphysboro, IL 105.1 December 1, 2004 308 25.0 25.0
WVZA FM Herrin, IL 92.7 December 1, 2004 328 25.0 25.0
WQUL FM West Frankfort, IL 97.7 December 1, 2004 433 3.5 3.5
Mason City, IA.................... KCHA FM Charles City, IA 95.9 February 1, 2005 299 3.0 3.0
KGLO AM Mason City, IA 1300 February 1, 2005 n/a 5.0 5.0
KIAI FM Mason City, IA 93.9 February 1, 2005 791 100.0 100.0
KLKK FM Clear Lake, IA 103.1 February 1, 2005 308 6.0 6.0
KCHA AM Charles City, IA 1580 February 1, 2005 n/a 0.5 0.0
KCZE FM New Hampton, IA 95.1 February 1, 2005 338 5.5 5.5
KWMM FM Osage, IA 103.7 February 1, 2005 154 6.0 6.0
Monroe, MI........................ WTWR FM Monroe, MI 98.3 October 1, 2004 466 1.4 1.4
Rochester, MN..................... KRCH FM Rochester, MN 101.7 April 1, 2005 554 39.0 39.0
KWEB AM Rochester, MN 1270 April 1, 2005 n/a 5.0 1.0
KMFX FM Lake City, MN 102.5 April 1, 2005 528 9.4 9.4
KMFX AM Wabasha, MN 1190 April 1, 2005 n/a 1.0 0.0
Toledo, OH........................ WKKO FM Toledo, OH 99.9 October 1, 2003 499 50.0 50.0
WRQN FM Bowling Green, OH 93.5 October 1, 2003 397 4.1 4.1
WTOD AM Toledo, OH 1560 October 1, 2003 n/a 5.0 0.0
WWWM FM Sylvania, OH 105.5 October 1, 2003 390 4.3 4.3
WLQR AM Toledo, OH 1470 October 1, 2003 n/a 1.0 1.0
WXKR FM Port Clinton, OH 94.5 October 1, 2003 630 30.0 30.0
WBUZ FM Delta, OH 106.5 October 1, 2003 328 3.0 3.0
Topeka, KS........................ KDVV FM Topeka, KS 100.3 August 1, 2005 984 100.0 100.0
KMAJ FM Topeka, KS 107.7 August 1, 2005 988 100.0 100.0
KMAJ AM Topeka, KS 1440 August 1, 2005 n/a 5.0 1.0
KTOP AM Topeka, KS 1490 August 1, 2005 n/a 1.0 1.0

SOUTHWEST REGION
Abilene, TX....................... KCDD FM Hamlin, TX 103.7 August 1, 2005 745 100.0 100.0
KBCY FM Tye, TX 99.7 August 1, 2005 984 98.0 98.0
KFQX FM Abilene, TX 106.3 August 1, 2005 492 50.0 50.0
KHXS FM Merkel, TX 102.7 August 1, 2005 1148 66.0 66.0
</TABLE>

58
<PAGE> 62

<TABLE>
<CAPTION>
HEIGHT
ABOVE POWER
AVERAGE (IN KILOWATTS)
EXPIRATION TERRAIN --------------
MARKET STATIONS CITY OF LICENSE FREQUENCY DATE OF LICENSE (IN FEET) DAY NIGHT
------ ---------- ------------------ --------- ---------------- --------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Amarillo, TX...................... KZRK FM Canyon, TX 107.9 August 1, 2005 476 100.0 100.0
KZRK AM Canyon, TX 1550 August 1, 2005 n/a 1.0 0.2
KARX FM Claude, TX 95.7 August 1, 2005 390 100.0 100.0
KPUR AM Amarillo, TX 1440 August 1, 2005 n/a 5.0 1.0
KPUR FM Canyon, TX 107.1 August 1, 2005 315 6.0 6.0
KQIZ FM Amarillo, TX 93.1 August 1, 2005 699 100.0 100.0
Beaumont-Port Arthur, TX.......... KAYD FM Beaumont, TX 97.5 August 1, 2005 1200 100.0 100.0
KQXY FM Beaumont, TX 94.1 August 1, 2005 1099 100.0 100.0
KQHN AM Nederland, TX 1510 August 1, 2005 n/a 5.0 0.0
KIKR AM Beaumont, TX 1450 August 1, 2005 n/a 1.0 1.0
KTCX FM Beaumont, TX 102.5 August 1, 2005 492 50.0 50.0
Fayetteville, AR.................. KFAY FM Bentonville, AR 98.3 June 1, 2004 617 100.0 100.0
KFAY AM Farmington, AR 1030 June 1, 2004 n/a 10.0 1.0
KKEG FM Fayetteville, AR 92.1 June 1, 2004 548 7.6 7.6
KAMO FM Rogers, AR 94.3 June 1, 2004 692 25.1 25.1
KMCK FM Siloam Springs, AR 105.7 June 1, 2004 476 100.0 100.0
KZRA AM Springdale, AR 1590 June 1, 2004 n/a 2.5 0.1
Fort Smith, AR.................... KLSZ FM Van Buren, AR 102.7 June 1, 2004 476 12.0 12.0
KOMS FM Poteau, OK 107.3 June 1, 2005 1811 100.0 100.0
KBBQ FM Fort Smith, AR 100.7 June 1, 2005 459 50.0 50.0
Grand Junction, CO................ KBKL FM Grand Junction, CO 107.9 April 1, 2005 1460 100.0 100.0
KEKB FM Fruita, CO 99.9 April 1, 2005 1542 79.0 79.0
KMXY FM Grand Junction, CO 104.3 April 1, 2005 1460 100.0 100.0
KKNN FM Delta, CO 95.1 April 1, 2005 1424 100.0 100.0
KEXO AM Grand Junction, CO 1230 April 1, 2005 n/a 1.0 1.0
KQIL AM Grand Junction, CO 1340 April 1, 2005 n/a 1.0 1.0
Lake Charles, LA.................. KKGB FM Sulphur, LA 101.3 June 1, 2004 289 25.0 25.0
KBIU FM Lake Charles, LA 103.7 June 1, 2004 469 100.0 100.0
KYKZ FM Lake Charles, LA 96.1 June 1, 2004 1204 97.0 97.0
KXZZ AM Lake Charles, LA 1580 June 1, 2004 n/a 1.0 1.0
McAllen-Brownsville, TX........... KBFM FM Edingburg, TX 104.1 August 1, 2005 1001 100.0 100.0
KTEX FM Brownsville, TX 100.3 August 1, 2005 1125 100.0 100.0
Odessa-Midland, TX................ KBAT FM Midland, TX 93.3 August 1, 2005 440 100.0 100.0
KODM FM Odessa, TX 97.9 August 1, 2005 1000 100.0 100.0
KNFM FM Midland, TX 92.3 August 1, 2005 984 100.0 100.0
KGEE FM Monahans, TX 99.9 August 1, 2005 574 98.0 98.0
KMND AM Midland, TX 1510 August 1, 2005 n/a 2.4 0.0
KRIL AM Odessa, TX 1410 August 1, 2005 n/a 1.0 1.0
Wichita Falls, TX................. KLUR FM Wichita Falls, TX 99.9 August 1, 2005 830 100.0 100.0
KQXC FM Wichita Falls, TX 102.5 August 1, 2005 312 4.5 4.5
KYYI FM Burkburnett, TX 104.7 August 1, 2005 1017 100.0 100.0
KOLI FM Electra, TX 94.9 August 1, 2005 492 50.0 50.0

NORTHEAST REGION
Augusta-Waterville, ME............ WABK FM Gardiner, ME 104.3 April 1, 2006 371 50.0 50.0
WKCG FM Augusta, ME 101.3 April 1, 2006 322 50.0 50.0
WIGY FM Madison, ME 97.5 April 1, 2006 328 6.0 6.0
Boothbay Harbor,
WCME FM ME 96.7 April 1, 2006 417 15.5 15.5
WFAU AM Gardiner, ME 1280 April 1, 2006 n/a 5.0 5.0
WTOS FM Skowhegan, ME 105.1 April 1, 2006 243 50.0 50.0
WCTB FM Fairfield, ME 93.5 April 1, 2006 499 10.5 10.5
WSKW AM Skowhegan, ME 1160 April 1, 2006 n/a 10.0 7.3
</TABLE>

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- ------------

(1) Station has been granted a construction permit and is currently operating
under program test authority. An application for a license is pending before
the FCC.

Regulatory Approvals. The Communications Act prohibits the assignment of a
broadcast license or the transfer of control of a broadcast license without the
prior approval of the FCC. In determining whether to grant an application for
assignment or transfer of control of a broadcast license, the Communications Act
requires the FCC to find that the assignment or transfer would serve the public
interest. The FCC considers a number of factors pertaining to the licensee,
including compliance with various rules limiting common ownership of media
properties, financial qualifications of the licensee, the "character" of the
licensee and those persons holding "attributable" interests in the licensee, and
compliance with the Communications Act's limitation on non-U.S. ownership, as
well as compliance with other FCC rules and policies, including programming and
filing requirements. The FCC also reviews the effect of proposed assignments and
transfers of broadcast licenses on economic competition and diversity as
discussed below.

Ownership Matters. Under the Communications Act, we are restricted to
having no more than one-fourth of our stock owned or voted by non-U.S. persons,
foreign governments or non-U.S. corporations. We will be required to take
appropriate steps to monitor the citizenship of our shareholders, such as
through representative samplings on a periodic basis, to provide a reasonable
basis for certifying compliance with the foreign ownership restrictions of the
Communications Act.

The Communications Act and FCC rules also generally restrict the common
ownership, operation or control of radio broadcast stations serving the same
local market, of a radio broadcast station and a television broadcast station
serving the same local market, and of a radio broadcast station and a daily
newspaper serving the same local market. The Telecom Act and the FCC's broadcast
multiple ownership rules also restrict the number of radio stations one person
or entity may own, operate or control on a local level.

None of these multiple and cross ownership rules requires any change in our
current ownership of radio broadcast stations or precludes consummation of our
pending acquisitions. These FCC rules and policies will limit the number of
additional stations that we may acquire in the future in certain of our markets.
In addition, where acquisitions would result in certain local radio advertising
revenue concentration thresholds being met the FCC staff has a policy of
reviewing applications for proposed radio station acquisitions with respect to
local market concentration concerns and specifically invites public comment on
such applications. Such policy may help trigger petitions to deny and informal
objections against FCC applications for certain pending acquisitions and future
acquisitions. Petitions to deny or informal objections are pending against the
acquisition of stations in the Grand Junction, Colorado; Columbus-Starkville,
Mississippi; Columbus, Georgia; and Augusta, Georgia markets alleging that such
acquisitions would result in undue market concentration.

Because of these multiple and cross ownership rules, a purchaser of our
voting stock which acquires an "attributable" interest in us (as discussed
below) may violate the FCC's rules if such purchaser also has an attributable or
a substantial non-attributable interest in other television or radio stations,
or in daily newspapers, depending on the number and location of those radio or
television stations or daily newspapers. Such a purchaser also may be restricted
in the companies in which it may invest, to the extent that these investments
give rise to an attributable or substantial non-attributable interest. If an
attributable shareholder of Cumulus violates any of these ownership rules, we
may be unable to obtain from the FCC one or more authorizations needed to
conduct our radio station business and may be unable to obtain FCC consents for
certain future acquisitions.

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The FCC generally applies its television/radio/newspaper cross-ownership
rules and its broadcast multiple ownership rules by considering the
"attributable," or cognizable interests held by a person or entity. A person or
entity can have such an interest in a radio station, television station or daily
newspaper by being an officer, director, partner or shareholder of a company
that owns that station or newspaper. Whether that interest is subject to the
FCC's ownership rules is determined by the FCC's attribution rules. If an
interest is attributable, the FCC treats the person or entity who holds that
interest as the "owner" of the radio station, television station or daily
newspaper in question, and therefore subject to the FCC's ownership rules.

With respect to a corporation, officers, directors and persons or entities
that directly or indirectly can vote 5% or more of the corporation's stock (10%
or more of such stock in the case of insurance companies, investment companies,
bank trust departments and certain other "passive investors" that hold such
stock for investment purposes only) generally are attributed with ownership of
the radio stations, television stations and daily newspapers the corporation
owns. As discussed below, a local marketing agreement with another station also
may result in an attributable interest. See "-- Local Marketing Agreements."

With respect to a partnership, the interest of a general partner is
attributable, as is the interest of any limited partner who is "materially
involved" in the media-related activities of the partnership. Debt instruments,
nonvoting stock, options and warrants for voting stock that have not yet been
exercised, limited partnership interests where the limited partner is not
"materially involved" in the media-related activities of the partnership and
where the limited partnership agreement expressly "insulates" the limited
partner from such material involvement, and minority (under 5%) voting stock,
generally do not subject their holders to attribution. However, the FCC is
currently reviewing its rules on attribution of broadcast interests, and it may
adopt stricter criteria. See "-- Proposed Changes."

In addition, the FCC has a "cross-interest" policy that, under certain
circumstances, could prohibit a person or entity with an attributable interest
in a broadcast station or daily newspaper from having a substantial (or, in the
FCC's terms,"meaningful") nonattributable interest in another broadcast station
or daily newspaper in the same local market. Among other things, "meaningful"
interests could include significant equity interests (including non-voting stock
and otherwise "insulated" limited partnership interests) and significant
employment positions. This policy may limit the permissible investments a
purchaser of our voting stock may make or hold. It also may limit the Company's
ability to acquire stations in the same local market in which any of our
non-attributable investors has an attributable media interest.

Programming and Operation. The Communications Act requires broadcasters to
serve the "public interest." Broadcasters are required to present programming
that is responsive to community problems, needs and interests and to maintain
certain records demonstrating such responsiveness. Complaints from listeners
concerning a station's programming will be considered by the FCC when it
evaluates the licensee's renewal application, but such complaints may be filed
and considered at any time. Stations also must follow various FCC rules that
regulate, among other things, political advertising, the broadcast of obscene or
indecent programming, sponsorship identification, the broadcast of contests and
lotteries, and technical operations (including limits on radio frequency
radiation). Failure to observe these or other rules and policies can result in
the imposition of various sanctions, including monetary forfeitures, the grant
of "short-term" (less than the maximum term) renewal or, for particularly
egregious violations, the denial of a license renewal application or the
revocation of a license.

Local Marketing Agreements. A number of radio stations, including certain
of our stations, have entered into what are commonly referred to as "local
marketing agreements" or "time brokerage agreements." In a typical LMA, the
licensee of a station makes available, for a fee, airtime on its station to a
party which supplies programming to be broadcast during that airtime, and
collects revenues from advertising aired during such programming. LMAs are
subject to compliance with the antitrust laws and the FCC's rules and policies,
including the requirement that the licensee of each station maintain independent
control over the programming and other operations of its own station. The FCC
has held that such agreements do not violate the Communications Act as long as
the licensee of the station that is being substantially programmed by another
entity maintains ultimate responsibility for, and control over, operations of
its broadcast stations and otherwise ensures compliance with applicable FCC
rules and policies.

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A station that brokers substantial time on another station in its market or
engages in an LMA with a station in the same market will be considered to have
an attributable ownership interest in the brokered station for purposes of the
FCC's ownership rules, discussed above. As a result, a broadcast station may not
enter into an LMA that allows it to program more than 15% of the broadcast time,
on a weekly basis, of another local station that it could not own under the
FCC's local multiple ownership rules.

Proposed Changes. In December 1994, the FCC initiated a proceeding to
solicit comment on whether it should revise its radio and television ownership
"attribution" rules by, among other proposals:

- raising the basic benchmark for attributing ownership in a corporate
licensee from 5% to 10% of the licensee's voting stock;

- increasing from 10% to 20% of the licensee's voting stock the attribution
benchmark for "passive investors" in corporate licensees;

- considering joint sales agreements, debt and non-voting stock interests
to be attributable under certain circumstances.

The FCC, on April 2, 1997, awarded two licenses for the provision of
satellite-delivered digital audio radio services. Under rules adopted for this
service, licensees must begin operating within four years, and must be operating
their entire system within six years. Digital technology also may be used in the
future by terrestrial radio broadcast stations either on existing or alternate
broadcasting frequencies, and the FCC has stated that it will consider making
changes to its rules to permit AM and FM radio stations to offer digital audio
broadcasting following industry analysis of technical standards and has invited
and received comments on a petition requesting the FCC to initiate a rule making
with respect to digital audio broadcasting.

In February 1999, the FCC released a Notice of Proposed Rulemaking
proposing to establish a new low power FM radio service. The FCC has proposed to
limit ownership and operation of low power FM stations to persons and entities
which do not currently have an attributable interest in any FM station. We
cannot predict whether the FCC ultimately will adopt rules authorizing low power
FM service, or what impact that service would have on our operations. Adverse
effects of a new low power FM service on our operations could include
interference with our stations, competition by low power stations for audiences
and advertising revenues, and hindering the adoption of proposals which might
enable the Company's stations to commence digital audio broadcasting operations
on their existing frequencies at some future time.

In addition, from time to time Congress and the FCC have considered, and
may in the future consider and adopt, new laws, regulations and policies
regarding a wide variety of matters that could, directly or indirectly, affect
the operation, ownership and profitability of our radio stations, result in the
loss of audience share and advertising revenues for our radio stations, and
affect the ability of Cumulus to acquire additional radio stations or finance
such acquisitions.

The foregoing is a brief summary of certain provisions of the
Communications Act, the Telecom Act and specific FCC rules and policies. This
description does not purport to be comprehensive and reference should be made to
the Communications Act, the FCC's rules and the public notices and rulings of
the FCC for further information concerning the nature and extent of federal
regulation of radio broadcast stations.

Antitrust and Market Concentration Considerations. Certain of our pending
acquisitions, which meet specified size thresholds, are subject to applicable
waiting periods and possible review under the HSR Act by the Department of
Justice or the Federal Trade Commission, which evaluate transactions to
determine whether those transactions should be challenged under the federal
antitrust laws. Acquisitions that are not required to be reported under the HSR
Act may still be investigated by the Department of Justice or the Federal Trade
Commission under the antitrust laws before or after consummation. At any time
before or after the consummation of a proposed acquisition, the Department of
Justice or the Federal Trade Commission could take such action under the
antitrust laws as it deems necessary or desirable in the public interest,
including seeking to enjoin the acquisition or seeking divestiture of the
business acquired or our other assets.

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The Department of Justice has been active recently in its review of radio
station acquisitions, particularly where an operator proposes to acquire
additional stations in its existing markets or multiple stations in new markets,
and has challenged a number of such transactions. Some of these challenges have
resulted in consent decrees requiring the sale of certain stations, the
termination of LMAs and other relief. In general, the Department of Justice has
more closely scrutinized radio mergers and acquisitions resulting in local
market shares in excess of 35% of radio advertising revenues, depending on
format, signal strength and other factors. There is no precise numerical rule,
though, and certain transactions resulting in more than 35% revenue shares have
not been challenged, while certain other transactions may be challenged based on
other criteria such as audience shares in one or more demographic groups as well
as the percentage of market share. The Department of Justice can be expected to
continue to enforce the antitrust laws in this manner, and we cannot be certain
that one or more of our pending acquisitions are not or will not be the subject
of an investigation or enforcement action by the Department of Justice or the
Federal Trade Commission. We estimate that we have more than a 35% share of
radio advertising revenues in many of our markets. If the Department of Justice
or the Federal Trade Commission investigates or challenges one or more of the
pending acquisitions or any subsequent acquisitions, we may need to restructure
such transactions or divest other existing stations in a particular market. In
addition, private parties may under certain circumstances bring legal action to
challenge an acquisition under the antitrust laws.

We are aware that the Department of Justice is actively investigating and
has issued civil investigative demands to Cumulus seeking documents and
information with respect to our pending acquisitions of three stations in the
Grand Junction, Colorado market and five stations in the Lexington-Fayette,
Kentucky market that we currently operate under LMAs. These investigations could
result in our inability to acquire one or more of these stations in each market.
The Department of Justice has also commenced, and subsequently discontinued,
investigation of several other pending acquisitions. There can be no assurance,
however, that one or more of the pending acquisitions currently under
investigation will not be the subject of an enforcement action by the Department
of Justice or the Federal Trade Commission or that other pending acquisitions
will not be the subject of investigation or action by the Department of Justice
or the FCC. With respect to our pending acquisitions in the Lexington-Fayette,
Kentucky market, the parties were granted early termination of the waiting
period under the HSR Act, but the Department of Justice is still investigating
the seller's prior acquisition of the stations we are proposing to acquire, and
may attempt to cause us to divest one or more such stations or take other action
against us as a result of that investigation.

In addition, the FCC staff has stated publicly that it is currently
reviewing proposed acquisitions with respect to local radio market concentration
if publicly available sources indicate that, following such acquisitions, one
party would receive 50% or more of the radio advertising revenues in such local
radio market, or that any two parties would together receive 70% or more of such
revenues, notwithstanding that the proposed acquisitions would comply with the
station ownership limits in the Telecom Act and the FCC's multiple ownership
rules. The FCC places a specific notation on the public notices with respect to
proposed radio station acquisitions that it believes may raise local market
concentration concerns inviting public comment on such matters. There can be no
assurance that the Department of Justice, the Federal Trade Commission or the
FCC will not prohibit or require the restructuring of future acquisitions,
including one or more of our pending acquisitions. Competitors have also filed
petitions or informal objections which are currently pending before the FCC on
market concentration grounds in four markets (Grand Junction, Colorado;
Columbus-Starkville, Mississippi; Columbus, Georgia; and Augusta Georgia), and
all such petitions or objections must be resolved before FCC approval can be
obtained and the acquisitions consummated.

As part of its increased scrutiny of radio station acquisitions, the
Department of Justice has stated publicly that it believes that commencement of
operations under LMAs, joint sales agreements and other similar agreements
customarily entered into in connection with radio station ownership transfers
prior to the expiration of the waiting period under the HSR Act could violate
the HSR Act. In connection with acquisitions subject to the waiting period under
the HSR Act, we will not commence operation of any affected

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station to be acquired under an LMA or similar agreement until the waiting
period has expired or been terminated.

SEASONALITY

We expect that our operations and revenues will be seasonal in nature, with
generally lower revenue generated in the first quarter of the year and generally
higher revenue generated in the fourth quarter of the year, with the exception
of certain of our stations such as those in Salisbury-Ocean City, Maryland, and
Myrtle Beach, South Carolina where the stations generally earn higher revenues
in the second and third quarters of the year because of the higher seasonal
population in those communities. The seasonality of our business causes and will
likely continue to cause a significant variation in our quarterly operating
results. Such variations could have a material adverse effect on the timing of
our cash flows and therefore on our ability to pay interest on or to repay our
debt, including debt under our credit facility, indenture and exchange debenture
indenture.

EMPLOYEES

At May 15, 1999, we employed approximately 2,300 people. No employees are
covered by collective bargaining agreements, and we consider our relations with
our employees to be satisfactory.

We also employ several on-air personalities with large loyal audiences in
their respective markets. On occasion, we enter into employment agreements with
these personalities to protect our interests in those relationships that we
believe to be valuable. The loss of one of these personalities could result in a
short-term loss of audience share, but we do not believe that any such loss
would have a material adverse effect on our business, financial condition or
results of operations.

PROPERTIES AND FACILITIES

The types of properties required to support each of our radio stations
include offices, studios, transmitter sites and antenna sites. A station's
studios are generally housed with its offices in business districts of the
station's community of license or largest nearby community. The transmitter
sites and antenna sites are generally located so as to provide maximum market
coverage.

At June 18, 1999, we owned studio facilities in 43 markets and we owned
transmitter and antenna sites in 37 markets. We lease additional studio and
office facilities in 33 markets and transmitter and antenna sites in 19 markets.
In addition, we lease corporate office space in Atlanta, Georgia, Chicago,
Illinois, and Milwaukee, Wisconsin, which in the aggregate approximates 19,000
square feet. We do not anticipate any difficulties in renewing any facility
leases or in leasing alternative or additional space, if required. We own
substantially all of our other equipment, consisting principally of transmitting
antennae, transmitters, studio equipment and general office equipment.

No one property is material to our operations. We believe that our
properties are generally in good condition and suitable for our operations;
however, we continually look for opportunities to upgrade our properties and
intend to upgrade studios, office space and transmission facilities in certain
markets.

LEGAL PROCEEDINGS

On April 29, 1999, Cumulus was served with a complaint filed in state court
in New York, seeking approximately $1.9 million in damages arising from our
alleged breach of national representation agreements. We believe we have a
variety of defenses to this claim.

In addition, we currently and from time to time are involved in litigation
incidental to the conduct of our business, but we are not a party to any lawsuit
or proceeding which, in our opinion, is likely to have a material adverse effect
on our business, results of operations or financial condition.

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REORGANIZATION AND CORPORATE STRUCTURE

In March 1998, we amended our articles of incorporation to change our name
from Cumulus Holdings, Inc. to Cumulus Media Inc. Until immediately prior to the
closing of our initial public offerings of debt and equity securities on July 1,
1998, Cumulus Media, LLC held all of our outstanding common stock. Cumulus
Media, LLC's members included State of Wisconsin Investment Board, BA Capital
Company, L.P., Heller Equity Capital Corporation, The Northwestern Mutual Life
Insurance Company, and certain members of our management or affiliates of
management. See "Principal Shareholders." Cumulus Media, LLC was liquidated and
the shares of Class A common stock, Class B common stock and Class C common
stock held by Cumulus Media, LLC were distributed to its members in liquidation.

We conduct our U.S. radio operations primarily through Cumulus
Broadcasting, Inc., which owns the radio stations acquired pursuant to asset
purchase agreements. Cumulus Licensing Corp. holds all of the FCC licenses for
our stations. Cumulus Wireless Services, Inc. owns certain tower sites used in
our U.S. radio operations and leases space on these towers to providers of
communication services, particularly the wireless service industries. Caribbean
Communications Company Ltd. owns and operates radio stations throughout the
English-speaking Eastern Caribbean, including Trinidad, St. Kitts-Nevis, St.
Lucia, Montserrat and Antigua-Barbuda, and we have been granted a license for an
FM station covering Barbados and Tortola, British Virgin Islands.

In December 1998, we formed Cumulus Wireless Services, Inc., a wholly owned
subsidiary of Cumulus Broadcasting, Inc., which together with Cumulus
Broadcasting, owns our 216 broadcast towers. Cumulus Wireless Services, Inc.
leases space on its broadcast towers to providers of communications services,
with particular focus on a collocation strategy with wireless services providers
who are building out mid-size markets.

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MANAGEMENT

The following table sets forth certain information with respect to our
directors, executive officers and managers:

<TABLE>
<CAPTION>
NAME AGE POSITION(S)
- ---- --- -----------
<S> <C> <C>
Richard W. Weening(1)................. 53 Executive Chairman, Treasurer and Director
Lewis W. Dickey, Jr.(1)............... 37 Executive Vice Chairman and Director
William M. Bungeroth(1)............... 53 President and Director
Richard J. Bonick, Jr................. 48 Vice President and Chief Financial Officer
Terrence Baun......................... 51 Director of Engineering
John Dickey........................... 32 Director of Programming
Terrence Leahy........................ 44 Secretary and General Counsel
Daniel O'Donnell...................... 39 Director of Corporate Finance
Jeffrey J. Roznowski.................. 41 Vice President and General Manager
Mini Srivathsa........................ 30 Director of Technology
Robert H. Sheridan, III(2)(3)......... 36 Director
Ralph B. Everett(2)(3)................ 47 Director
</TABLE>

- ------------
(1) Member of the Executive Committee.

(2) Member of the Compensation Committee.

(3) Member of the Audit Committee.

RICHARD W. WEENING has served as our Executive Chairman, Treasurer and a
Director since March 1998. Mr. Weening served as our Chairman from our inception
on May 22, 1997 until March 1998. Mr. Weening was a founder and an initial
investor in Cumulus Media, LLC through his ownership interest in CML Holdings
LLC, an investment fund managed by QUAESTUS Management Corporation, a private
equity investment and advisory firm specializing in information services and
media and new media companies. QUAESTUS Management Corporation was also a
Managing Member of Cumulus Media, LLC. Mr. Weening served as Chairman and Chief
Executive Officer of Cumulus Media, LLC from its inception in April 1997 until
its dissolution in June 1998. Mr. Weening founded QUAESTUS Management
Corporation in 1989 and served as its Chairman and Chief Executive Officer until
March 1998. See "Certain Relationships and Related Transactions." Mr. Weening
has over 20 years experience as a chief executive officer and investor in the
information and media industry including, text and reference book publishing and
business magazine publishing, radio broadcasting, interactive information
services and electronic commerce software and services. In 1985, Mr. Weening
founded Caribbean Communications Company Ltd., a radio broadcasting company
acquired by Cumulus in May 1997. He currently serves as a director of QUAESTUS
Management Corporation and ARI Network Services, Inc. He holds a Bachelor of
Arts degree from St. John's University.

LEWIS W. DICKEY, JR. has served as our Executive Vice Chairman and a
Director since March 1998. Mr. Dickey was a founder and an initial investor in
Cumulus Media, LLC through his interest in CML Holdings LLC and owns 75% of the
outstanding equity interests of DBBC of Georgia, LLC, which was a Managing
Member of Cumulus Media, LLC. He served as Executive Vice Chairman and a
Director of Cumulus Media, LLC from its inception in April 1997 until its
dissolution in June 1998. Mr. Dickey is the founder and was President of
Stratford Research, Inc. from September 1985 to March 1998 and owns 25% of the
outstanding capital stock of Stratford Research, Inc. Stratford Research, Inc.
is a strategy consulting and market research firm advising radio and television
broadcasters as well as other media related industries. From January 1988 until
March 1998, Mr. Dickey served as President and Chief Operating Officer of
Midwestern Broadcasting Corporation, which operated two stations in Toledo, Ohio
that were acquired by the Company in November 1997. See "Certain Relationships
and Related Transactions." He also has an ownership interest (along with members
of his family and Mr. Weening) in three stations in Nashville, Tennessee:
WQQK-FM, WNPL-FM and WVOL-AM. Mr. Dickey is a nationally regarded consultant on
radio strategy and the author

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of The Franchise -- Building Radio Brands, published by the National Association
of Broadcasters, one of the industry's leading texts on competition and
strategy. He holds Bachelor of Arts and Master of Arts degrees from Stanford
University and a Master of Business Administration degree from Harvard
University. Mr. Dickey is the brother of John Dickey.

WILLIAM M. BUNGEROTH has served as our President and a Director and
President and Chief Executive Officer of Cumulus Broadcasting, Inc. since the
companies began operations in May 1997. Mr. Bungeroth joined Cumulus from WPNT
Radio in Chicago where he was Vice President and General Manager of this
flagship property of Century Broadcasting Corporation. Prior to joining Century
Broadcasting Corporation in 1992, he was President of Consulting Partners, which
specialized in improving the operations of radio stations in mid-size and
smaller markets. From August 1989 to July 1990, Mr. Bungeroth was Vice President
of Major Market Affiliations at Unistar Radio Networks. From August 1987 to
August 1989, he was President and Chief Operating Officer of Sunbelt
Communications. From 1982 to 1987, he was Vice President of Sales and Operations
at Century Broadcasting. He holds a Bachelor of Arts degree from Lafayette
College.

RICHARD J. BONICK, JR. has served as our Vice President and Chief
Financial Officer since May 1997. Prior to joining Cumulus, Mr. Bonick had a
successful 20 year career with Century Broadcasting where he held various
financial and operating positions, most recently as Executive Vice President and
Chief Financial Officer. He began his career with Price Waterhouse. Mr. Bonick
is a Certified Public Accountant and holds a Bachelor of Arts degree from the
University of Dayton and a Master of Management degree in finance from the
Kellogg School at Northwestern University.

TERRENCE M. BAUN has served as our Director of Engineering and Vice
President of Cumulus Broadcasting, Inc. since January 1998. Prior to joining
Cumulus, Mr. Baun was President of Criterion Broadcast Services, a broadcast
engineering technical support company serving clients in Wisconsin and Illinois,
from January 1988 to January 1998. Prior to January 1988, he was Technical
Director of Multimedia Broadcasting's Radio Division, and a Chief Engineer at
several Milwaukee stations. Mr. Baun is certified by the Society of Broadcast
Engineers ("SBE") as a Professional Broadcast Engineer and recently concluded
two years of service as SBE President. He is a 20-year member of the Audio
Engineering Society, and holds a Bachelor of Sciences degree from Marquette
University.

JOHN DICKEY has served as our Director of Programming and Vice President of
Cumulus Broadcasting Inc. since March 1998. Mr. Dickey has served as Executive
Vice President of Stratford Research, Inc. since June 1988. He served as
Director of Programming for Midwestern Broadcasting from January 1990 to March
1998 and is a partner in both Stratford Research, Inc. as well as the Nashville
stations. Mr. Dickey also owns 25% of the outstanding capital stock of Stratford
Research, Inc. and 25% of the outstanding equity interests of DBBC of Georgia,
LLC. See "Certain Relationships and Related Transactions." Mr. Dickey holds a
Bachelor of Arts degree from Stanford University. Mr. Dickey is the brother of
Lewis W. Dickey, Jr.

TERRENCE J. LEAHY has served as our Secretary and General Counsel and Vice
President of Cumulus Broadcasting, Inc. since March 1998. Prior to March 1998,
Mr. Leahy served Cumulus in the same capacity as a Managing Director of QUAESTUS
Management Corporation and Vice President of the Company. Mr. Leahy began his
career practicing media, telecommunications and corporate law and litigation in
Washington, D.C. with the law firms of Wilmer, Cutler & Pickering and Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo. He joined QUAESTUS Management
Corporation in April 1992 and was appointed General Counsel and Managing
Director in January 1995. Mr. Leahy played a key role in the founding of Cumulus
Media, LLC. He is an honors graduate of Princeton University, Harvard Law
School, and the Executive MBA program at The Wharton School at the University of
Pennsylvania.

DANIEL O'DONNELL has served as our Director of Corporate Finance and Vice
President of Cumulus Broadcasting, Inc. since March 1998. Prior to joining
Cumulus in March 1998, Mr. O'Donnell was a Senior Vice President in the
Corporate Finance Group of Heller Financial, Inc. from October 1994 to March
1998. Prior to joining Heller Financial Inc.'s Corporate Finance Group in 1992,
Mr. O'Donnell held a number of offices within Heller Financial, Inc., including
Vice President, Portfolio Manager for the Corporate Finance Group's media
portfolio, Vice President of Heller's Corporate Asset Quality Group, and Vice
President, Finance for Heller International Corporation. Prior to joining Heller
Financial, Inc., Mr. O'Donnell was a
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manager and audit supervisor for Arthur Young & Company in the Chicago office,
which he joined in 1982. Mr. O'Donnell holds a Bachelor of Arts degree in
Accounting from Loyola University in Chicago, and is a Certified Public
Accountant.

JEFFREY ROZNOWSKI has served as Vice President and General Manager of
Cumulus Wireless Services, Inc. since December 1998. Prior to joining Cumulus,
Mr. Roznowski had a successful 18-year career with Ameritech Corp. where he held
a variety of engineering, financial, and operational positions, most recently
serving as Director of Operations for Ameritech Cellular. He is certified as a
professional engineer in the State of Wisconsin and serves on the faculty for
the University of Wisconsin's Department of Engineering Professional
Development. He holds a Bachelor of Science and Masters of Business
Administration degrees from the University of Wisconsin.

MINI SRIVATHSA has served as our Director of Technology and Vice President
of Cumulus Broadcasting, Inc. since January 1998. Prior to joining Cumulus, Ms.
Srivathsa was a Senior Consultant for Keane, Inc. from February 1997 to January
1998 and a Vice President of Wisconsin Java Users Group from July 1996 to May
1997. From December 1993 to February 1997, she served as a Systems Architect for
ARI Network Services where she served as the lead architect for an
object-oriented, distributed nation-wide ordering system and worldwide web-based
search engine. From December 1992 to December 1993, Ms. Srivathsa was a
consultant in the Consultant Services Division at the University of Wisconsin.
Ms. Srivathsa has extensive experience in Internet-based applications,
object-oriented technologies and electronic commerce. She was Vice President of
the Wisconsin Java User Group and is a voting committee member of the Internet
Developers Association. She has also published several articles on Internet
technology. She holds a Bachelor of Science degree in Computer Science from
Bangalore University and a Masters of Science degree in Computer Science from
the University of Wisconsin.

ROBERT H. SHERIDAN, III has served as our Director since July 1998. Mr.
Sheridan served as a member of the Investment Committee of Cumulus Media, LLC
from April 1997 until its dissolution in June 1998. Mr. Sheridan has served as a
Managing Director of Bank of America Capital Investors, the principal investment
group within Bank of America Corporation since January 1998, and is a Senior
Vice President of BA Capital Company, L.P., formerly known as NationsBanc
Capital Corp. He was a Director of a predecessor of Bank of America Capital
Investors from January 1996 to January 1998. BA Capital Company, L.P., is a
stockholder of the Company. Prior to joining NationsBanc Capital Investors in
January 1994, Mr. Sheridan worked in the corporate bank division of a
predecessor from June 1989 to January 1994. Mr. Sheridan holds a Bachelor of
Arts degree from Vanderbilt University and a Master of Business Administration
from Columbia University. See "Principal Shareholders."

RALPH B. EVERETT has served as our Director since July 1998. Since 1989,
Mr. Everett has been a partner with the Washington, D.C. office of the law firm
of Paul, Hastings, Janofsky & Walker LLP, where he heads the firm's Federal
Legislative Practice Group. Prior to 1989, he was Chief Counsel and Staff
Director of the United States Senate Committee on Commerce, Science and
Transportation. He is a Director and a member of the Investment Committee of
Shenandoah Life Insurance Company. He is also a member of the Board of Visitors
of Duke University Law School and the Norfolk Southern Corporation Advisory
Board. Mr. Everett holds a Bachelor of Arts degree from Morehouse College and a
Juris Doctor degree from Duke University.

BOARD OF DIRECTORS

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee was established after completion of our initial
public offering in July 1998. The Compensation Committee consists of Mr. Robert
J. Sheridan, III as Chairman and Mr. Ralph B. Everett, neither of whom is an
officer or employee of Cumulus or any of our subsidiaries. The Compensation
Committee is responsible for making recommendations to the Board concerning the
compensation levels of our executive officers. The Compensation Committee also
administers our 1998 Stock Incentive Plan and Executive Stock Incentive Plan and
determines awards to be made under such plan to our executive officers and to
other eligible individuals. The Compensation Committee reviews compensation
programs for executive officers annually.

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<PAGE> 72

In 1998, virtually all of the compensation decisions for executive officers
were made by our Board of Directors prior to the completion of our initial
public offering.

Mr. Everett is a partner with the Washington, D.C. office of the law firm
of Paul, Hastings, Janofsky & Walker LLP, where he heads the firm's Federal
Legislative Practice Group. We also engage the law firm of Paul, Hastings,
Janofsky & Walker LLP on numerous matters dealing with compliance with federal
regulations and corporate finance activities.

AUDIT COMMITTEE

Messrs. Sheridan and Everett serve as our Audit Committee.

NON-EMPLOYEE DIRECTOR COMPENSATION

Our directors who are not employees receive a fee of $1,000 for each Board
meeting which they attend, plus out-of-pocket expenses incurred in connection
with attendance at each such meeting. In addition, upon the completion of our
initial public offering in July 1998, each non-employee director received
options to purchase a total of 30,000 shares of Class A common stock. Such
options will be exercisable at the fair market value of the Class A common stock
at the date of grant. These options will vest 20% per year with each option
being fully exercisable five years from the date of grant.

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<PAGE> 73

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In November 1997, we acquired two radio stations (one AM and one FM
station) in Toledo, Ohio from Midwestern Broadcasting, Inc. ("Midwestern"), an
entity controlled by Lewis Dickey, Sr., the father of both our Executive Vice
Chairman and Director, Lewis W. Dickey, Jr., and Vice President and Director of
Programming, John Dickey. Lewis W. Dickey, Jr. was Midwestern's President and
Chief Operating Officer until March 1998. John Dickey served as Director of
Programming of Midwestern from January 1990 until March 1998. The total purchase
price of the stations purchased from Midwestern was $10.0 million.

Richard W. Weening, Lewis W. Dickey, Jr., John Dickey and other members of
the Dickey family have ownership interests in three radio stations (two FM
stations and one AM station) in Nashville, Tennessee which are not our
affiliates.

Lewis W. Dickey, Jr. and John Dickey each have a 25% ownership interest in
Stratford Research, Inc., an entity that provides programming and marketing
consulting and market research services to us. Under an agreement with Stratford
Research, Inc., Stratford Research, Inc. receives $25,000 to evaluate
programming at target radio stations. Annual strategic studies cost us a minimum
of $25,000, negotiable depending on competitive market conditions. Additionally,
Stratford Research, Inc. will provide program consulting services for $810 per
month per FM station, increasing to $890 per month per FM station over the three
years of the agreement. Total fees paid to Stratford Research by Cumulus during
1998 and 1997 were $2.7 million and $184,000, respectively.

QUAESTUS Management Corporation, an entity controlled by Mr. Weening,
provides industry research, market support and due diligence support services,
and transaction management for our acquisitions and provides certain corporate
finance and related services in support of our treasury function. During 1998
and 1997, we paid QUAESTUS Management Corporation $1.4 million and $297,000,
respectively for acquisition and corporate finance services. Under an agreement
with QUAESTUS Management Corporation, QUAESTUS Management Corporation receives a
specified rate per transaction between $15,000 and $60,000, depending on the
number of FM stations acquired in the transaction, and conditioned on
consummation of those transactions. In addition, we are obligated to reimburse
QUAESTUS Management Corporation for all of its expenses incurred in connection
with the performance of services under such agreement.

We also paid to Cumulus Media, LLC in 1998 and 1997 fees consisting of (i)
a non-recurring organizational fee of $300,000 in 1997 (with QUAESTUS Management
Corporation receiving $180,000 of such fee and DBBC of Georgia, LLC, receiving
$120,000 of such fee) and (ii) a management fee of $150,000 and $206,000 (with
QUAESTUS Management Corporation receiving $90,000 and $123,600, respectively, of
such fees from Cumulus Media, LLC and DBBC of Georgia, LLC, receiving $60,000
and $82,400, respectively, of such fees from Cumulus Media, LLC). The fees paid
to Cumulus Media, LLC have terminated. Lewis W. Dickey, Jr. and John Dickey have
a 75% and 25% ownership interest in DBBC of Georgia, LLC, respectively.

One of our directors is Ralph B. Everett. Mr. Everett is a partner with the
Washington, D.C. office of the law firm of Paul, Hastings, Janofsky & Walker
LLP, where he heads the firm's Federal Legislative practice group. We also
engage the law firm of Paul, Hastings, Janofsky & Walker LLP on numerous matters
dealing with compliance with federal regulations and corporate finance
activities. Total expenses paid to Paul, Hastings, Janofsky & Walker LLP during
fiscal 1998 and 1997 were approximately $1.2 million and $0, respectively.

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PRINCIPAL SHAREHOLDERS

The following table sets forth as of May 24, 1999 and as adjusted to give
effect to the sale of Class A common stock offered hereby, certain information
regarding beneficial ownership of our common stock by (i) each person who is
known to us to be the beneficial owner of more than five percent of the
outstanding shares of common stock, (ii) each director, (iii) each of the Named
Executive Officers and (iv) all directors and executive officers as a group. All
persons listed have sole voting and investment power with respect to their
shares unless otherwise indicated.
<TABLE>
<CAPTION>
CLASS A COMMON STOCK (1) CLASS B COMMON STOCK (1)
----------------------------------- --------------------------------------
PRIOR TO OFFERING AFTER OFFERING PRIOR TO OFFERING AFTER OFFERING
----------------- -------------- ----------------- -----------------
NAME NUMBER % NUMBER % NUMBER % NUMBER %
- ---- -------- ----- ------- --- --------- ---- --------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
State of Wisconsin Investment
Board.......................... -- -- -- -- 3,791,619 43.8% 3,791,619 43.8%
BA Capital Company, L.P......... -- -- -- -- 3,371,246 38.9% 3,371,246 38.9%
Heller Equity Capital
Corporation.................... -- -- -- -- 803,823 9.3% 803,823 9.3%
The Northwestern Mutual Life
Insurance Company.............. -- -- -- -- 693,728 8.0% 693,728 8.0%
CML Holdings, LLC............... 201,100 2.3% 201,100 1.2% -- -- -- --
QUAESTUS Management
Corporation.................... 101,000 1.1% 101,000 * -- -- -- --
QUAESTUS Partner Fund........... 80,000 * 80,000 * -- -- -- --
DBBC of Georgia, LLC............ 95,000 1.1% 95,000 * -- -- -- --
Putnam Investment Management.... 931,300 10.4% 931,300 5.4% -- -- -- --
J & W Seligman & Co............. 896,905 10.0% 896,905 5.2% -- -- -- --
Franklin Advisers, Inc.......... 785,000 8.8% 785,000 4.6% -- -- -- --
MacKay-Shields Financial
Advisors....................... 600,000 6.7% 600,000 3.5% -- -- -- --
Mentor Investment Advisors...... 522,100 5.8% 522,100 3.1% -- -- -- --
Richard W. Weening(3)........... 181,000 2.0% 181,000 1.1% -- -- -- --
Lewis W. Dickey, Jr.(3)......... 149,740 1.7% 149,740 * -- -- -- --
William M. Bungeroth(4)......... 135,466 1.5% 135,466 * -- -- -- --
Richard J. Bonick, Jr.(4)....... 94,590 1.1% 94,590 * -- -- -- --
John Dickey(4).................. 65,542 * 65,542 * -- -- -- --
Robert H. Sheridan, III(5)...... 6,000 * 6,000 * -- -- -- --
Ralph B. Everett(5)............. 8,000 * 8,000 * -- -- -- --
All Executive Officers and
Directors, as a group (7
persons)....................... 640,338 7.2% 640,338 3.7% -- -- -- --

<CAPTION>
CLASS C COMMON STOCK(1)(2)
----------------------------------------
PRIOR TO OFFERING AFTER OFFERING
------------------ ------------------
NAME NUMBER % NUMBER %
- ---- --------- ----- --------- -----
<S> <C> <C> <C> <C>
State of Wisconsin Investment
Board.......................... -- -- -- --
BA Capital Company, L.P......... -- -- -- --
Heller Equity Capital
Corporation.................... -- -- -- --
The Northwestern Mutual Life
Insurance Company.............. -- -- -- --
CML Holdings, LLC............... 1,522,422 70.8% 1,522,422 70.8%
QUAESTUS Management
Corporation.................... 337,313 15.7% 337,313 15.7%
QUAESTUS Partner Fund........... -- -- -- --
DBBC of Georgia, LLC............ 291,542 13.6% 291,542 13.6%
Putnam Investment Management.... -- -- -- --
J & W Seligman & Co............. -- -- -- --
Franklin Advisers, Inc.......... -- -- -- --
MacKay-Shields Financial
Advisors....................... -- -- -- --
Mentor Investment Advisors...... -- -- -- --
Richard W. Weening(3)........... 687,486 28.6% 687,486 28.6%
Lewis W. Dickey, Jr.(3)......... 541,715 22.6% 541,715 22.6%
William M. Bungeroth(4)......... -- -- -- --
Richard J. Bonick, Jr.(4)....... -- -- -- --
John Dickey(4).................. -- -- -- --
Robert H. Sheridan, III(5)...... -- -- -- --
Ralph B. Everett(5)............. -- -- -- --
All Executive Officers and
Directors, as a group (7
persons)....................... 1,229,201 57.1% 1,229,201 57.1%
</TABLE>

- ------------
* Indicates less than one percent.

(1) Except upon the occurrence of certain events, holders of Class B common
stock are not entitled to vote, whereas each share of Class A common stock
entitles its holders to one vote and subject to certain exceptions, each
share of Class C common stock entitles its holders to ten votes. Under
certain conditions and subject to prior governmental approval, shares of
Class B common stock are convertible into shares of Class A common stock or
Class C common stock.

(2) Subject to certain exceptions, each share of Class C common stock entitles
its holders to ten votes. Under certain conditions and subject to prior
governmental approval, shares of Class C common stock are convertible into
shares of Class A common stock.

(3) Represents beneficial ownership attributable to Mr. Weening as a result of
his controlling interests in QUAESTUS Management Corporation and QUAESTUS
Partner Fund and beneficial ownership attributable to Mr. L. Dickey as a
result of his controlling interest in DBBC of Georgia, LLC. Includes options
to purchase 250,173 shares of Class C common stock exercisable within 60
days granted to each of Messrs. Weening and L. Dickey under our executive
stock incentive plan.

(4) Includes options to purchase 47,000, 6,124 and 30,452 shares of Class A
common stock exercisable within 60 days granted to Messrs. Bungeroth, Bonick
and J. Dickey, respectively, under our 1998 stock incentive plan.

(5) Includes options to purchase 6,000 shares of Class A common stock
exercisable within 60 days granted to each of Messrs. Sheridan and Everett
upon their election to our Board of Directors.

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<PAGE> 75

DESCRIPTION OF CAPITAL STOCK

Because this is a summary description, it does not contain every term of
our capital stock contained in our Amended and Restated Articles of
Incorporation and Bylaws, and we refer you to the exhibits to our Registration
Statement on Form S-1 filed with the SEC on March 30, 1998, which you can access
through the SEC's website at http://www.sec.gov/edgarhp.htm, and to Illinois
law.

Our authorized capital stock consists of: (i) 50,000,000 shares of Class A
common stock, par value $.01 per share; (ii) 20,000,000 shares of Class B common
stock, par value $.01 per share; (iii) 30,000,000 shares of Class C common
stock, par value $.01 per share and (iv) 262,000 shares of preferred stock.

COMMON STOCK

General. Except with respect to voting and conversion, shares of Class A
common stock, Class B common stock and Class C common stock are identical in all
respects. Holders of shares of Class A common stock are entitled to one vote per
share; except as provided below, holders of Class B common stock are not
entitled to vote; and, subject to the next sentence, holders of shares of Class
C common stock are entitled to ten votes per share. During the period of time
commencing with the date of conversion of any Class B common stock to Class C
common stock by either BA Capital Company, L.P., or the State of Wisconsin
Investment Board and ending with the date on which BA Capital Company, L.P., and
State of Wisconsin Investment Board (together with their respective affiliates)
each ceases to beneficially own at least 5% of the aggregate shares of common
stock held by such holders immediately prior to the consummation of our initial
public offerings in July 1998, holders of Class C common stock shall be entitled
to only one vote per share.

Voting. All actions submitted to a vote of our stockholders are voted on
by holders of Class A common stock and Class C common stock, voting together as
a single class. Holders of Class B common stock are not entitled to vote, except
with respect to the following fundamental corporate actions:

- any proposed amendment to our Articles of Incorporation or Bylaws;

- any proposed merger, consolidation or other business combination, or
sale, transfer or other disposition of all or substantially all of our
assets;

- any proposed voluntary liquidation, dissolution or termination of
Cumulus; and

- any proposed transaction resulting in a change of control and except as
set forth below.

The affirmative vote of the holders of a majority of the outstanding shares
of Class A common stock and Class C common stock, voting together as a single
class, and the consent of the holders of a majority of the outstanding shares of
Class B common stock, consenting separately as a class, are required to approve
any fundamental corporate action; provided that such consent rights will cease
with respect to such holder of Class B common stock and the shares of Class B
common stock held by such holder shall not be included in determining the
aggregate number of shares outstanding for consent purposes, upon the failure of
any such holder (together with its affiliates) to beneficially own at least 50%
of the shares of common stock held by such holder immediately prior to the
consummation of our initial public offerings in July 1998.

In addition to the voting rights described above, our Amended and Restated
Articles of Incorporation provides that, so long as BA Capital Company, L.P.
(together with its affiliates) continues to own not less than 50% of the shares
of common stock held by BA Capital Company, L.P., immediately prior to the
consummation of our initial public offering in July 1998 and upon a final order
by the FCC that the granting of the right to BA Capital Company, L.P., to
designate a director to our Board of Directors pursuant to a stockholders
agreement will not result in such holders' interest being "attributable" under
applicable FCC rules, (a) the holders of the Class C common stock will be
entitled to elect a director, which director shall be the BA Capital Company,
L.P., designee (the "Class C Director") to our Board of Directors and (b) we may
not take any of the following actions without the unanimous vote of our Board of
Directors (including the Class C Director): (i) enter into any transaction with
any of our affiliates or amend or otherwise modify any existing agreement with
any of our affiliates other than transactions with affiliates which are on terms
no less favorable to us than we would obtain in a comparable arm's-length
transaction with a Person not our affiliate
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and which are approved, after the disclosure of the terms thereof, by vote of
the majority of the Board of Directors (provided, that any director which is an
interested party or our affiliate of an interested party will not be entitled to
vote and will not be included in determining whether a majority of the Board of
Directors has approved the transaction); (ii) issue any shares of our Class B
common stock or our Class C common stock; (iii) acquire (by purchase or
otherwise) or sell, transfer or otherwise dispose of assets having a fair market
value in excess of 10% of our stockholders' equity as of the last day of the
preceding fiscal quarter for which financial statements are available; or (iv)
amend, terminate or otherwise modify any of the foregoing clauses (i) through
(iii) or this clause (iv) or any provision governing the voting or conversion
rights of the Class B common stock or the Class C common stock. The holders of
the Class C common stock have entered into a stockholders agreement with BA
Capital Company, L.P. providing that such holders of Class C common stock will
elect the person designated by BA Capital Company, L.P. as the Class C Director.

The Amended and Restated Articles of Incorporation further provide that the
Board of Directors will be required to consider in good faith any bona fide
offer from any third party to acquire any of our stock or assets and to pursue
diligently any transaction determined by the Board of Directors in good faith to
be in the best interests of our stockholders.

Dividends and Other Distributions (Including Distributions upon Liquidation
or Sale of Cumulus). Each share of Class A common stock, Class B common stock
and Class C common stock shares equally in dividends and other distributions in
cash, stock or property (including distributions upon our liquidation and
consideration to be received upon a sale or conveyance of all or substantially
all of our assets); except that in the case of dividends or other distributions
payable on the Class A common stock, Class B common stock or the Class C common
stock in shares of such stock, including distributions pursuant to stock splits
or dividends, only Class A common stock will be distributed with respect to
Class A common stock, only Class B common stock will be distributed with respect
to Class B common stock and only Class C common stock will be distributed with
respect to Class C common stock. In no event will any of the Class A common
stock, Class B common stock or the Class C common stock be split, divided or
combined unless each other class is proportionately split, divided or combined.

Convertibility of Class B Common Stock into Class A Common Stock or Class C
Common Stock and Convertibility of Class C Common Stock into Class A Common
Stock. The Class B common stock is convertible at any time, or from time to
time, at the option of the holder of such Class B common stock (provided that
the prior consent of any governmental authority required to make such conversion
lawful shall have been obtained) without cost to such holder (except any
transfer taxes that may be payable if certificates are to be issued in a name
other than that in which the certificate surrendered is registered), into Class
A common stock or Class C common stock on a share-for-share basis; provided such
holder is not at the time of such conversion a Disqualified Person (as defined
below).

The Class C common stock is convertible at any time, or from time to time,
at the option of the holder of such Class C common stock (provided that the
prior consent of any governmental authority required to make such conversion
lawful shall have been obtained) without cost to such holder (except any
transfer taxes that may be payable if certificates are to be issued in a name
other than that in which the certificate surrendered is registered), into Class
A common stock on a share-for-share basis; provided such holder is not at the
time of such conversion a Disqualified Person. In the event of the death of
Richard W. Weening or Lewis W. Dickey, Jr. (each a "Principal") or the
disability of a Principal which results in the termination of such Principal's
employment, each share of Class C common stock held by such deceased or disabled
Principal or any related party or affiliate of such deceased or disabled
Principal shall automatically be converted into one share of Class A common
stock.

A record or beneficial owner of shares of Class B common stock or Class C
common stock which was converted from Class B common stock may transfer such
shares of Class B common stock or Class C common stock (whether by sale,
assignment, gift, bequest, appointment or otherwise) to any transferee, provided
that the prior consent of any governmental authority required to make such
transfer lawful shall have been obtained, and provided, further, that the
transferee is not a Disqualified Person. Concurrently with any such transfer,
all shares of such transferred Class B common stock or Class C common stock
shall convert into

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shares of Class A common stock, and the holders of such converted common stock
shall exchange its share certificates for Class A common stock.

A record or beneficial owner of shares of Class C common stock may transfer
such shares (whether by sale, assignment, gift, bequest, appointment or
otherwise) to any transferee; provided that the prior consent of any
governmental authority required to make such transfer lawful shall have first
been obtained and the transferee is not a Disqualified Person, and provided
further, that if the transferee is not an affiliate or a related party of a
Principal, then, concurrently with any such transfer, each such transferred
share of Class C common stock shall automatically be converted into one share of
Class A common stock.

As a condition to any proposed transfer or conversion, the person who
intends to hold the transferred or converted shares will provide us with any
information reasonably requested by us to enable us to determine whether such a
person is a Disqualified Person.

A person shall be deemed to be a "Disqualified Person" if (and with respect
to any proposed conversion or transfer, after giving effect to such proposed
conversion or transfer) our Board of Directors in good faith determines a person
is (or would be after giving effect to such conversion or transfer), or a person
becomes aware that he or she is (or would be after giving effect to such
conversion or transfer), or the FCC determines by a final order that such person
is (or would be after giving effect to such conversion or transfer), a person
which, directly or indirectly, as a result of ownership of common stock or our
other capital stock or otherwise (i) causes (or would cause) us or any of our
subsidiaries to violate the multiple, cross-ownership, cross-interest or other
rules, regulations, policies or orders of the FCC, or (ii) would result in our
disqualification or the disqualification of any of our subsidiaries as a
licensee of the FCC or (iii) would cause us to violate the provisions with
respect to foreign ownership or voting of Cumulus or any of our subsidiaries as
set forth in Section 310(b)(3) or (4) of the Communications Act, as applicable.
Notwithstanding the foregoing, if a person objects in good faith, within 10 days
of notice from us that the Board of Directors has determined that such person is
a Disqualified Person, we and/or such person shall, when appropriate, apply for
a determination by the FCC with respect thereto within 10 days of notice of such
objection. If no determination is made by the FCC within 90 days from the date
of such application or if we and such holder determine that it is inappropriate
to make any application to the FCC, we and such holder agree that such
determination shall be made by an arbitrator, mutually agreed upon by us and
such holder. Notwithstanding the foregoing, until a determination is made by the
FCC (and such determination is a final under) or by the arbitrator, such person
will not be deemed a Disqualified Person.

In the event the FCC determines by a final order, a person obtains
knowledge that it is, or, subject to the above, the Board of Directors in good
faith determines that, a person is a Disqualified Person, such person shall
promptly take any and all actions necessary or required by the FCC to cause such
person to cease being a Disqualified Person, including, without limitation,
divesting all or a portion of its interest in Cumulus, making an application to
or requesting a ruling from and/or cooperating with us in any application to or
request for a ruling from the FCC seeking a waiver for or an approval of such
ownership, divesting itself of any ownership interest in any entity which
together with such person's interest in Cumulus makes such person a Disqualified
Person, entering into a voting trust whereby its interest in Cumulus will not
make such person a Disqualified Person or exchanging its shares of common stock
for Class B common stock. Our Amended and Restated Articles of Incorporation
will provide that all shares of common stock will bear a legend regarding
restrictions on transfer and ownership.

Registration Rights of Certain Holders. Pursuant to an agreement among
Cumulus, BA Capital Company, L.P., the State of Wisconsin Investment Board and
certain other holders (collectively, the "Holders of Registrable Stock") of
8,660,416 shares of Class B common stock (which are convertible into 8,660,416
shares of Class A common stock upon the exercise of conversion rights with
respect to the Class B common stock), the Holders of Registrable Stock are
entitled to certain demand and piggyback registration rights (or, in some cases,
piggyback registration rights only) with respect to shares of Class A common
stock (the "Registrable Stock"). Pursuant to such agreement (i) in the case of a
first notice, persons holding more than 25% of the Registrable Stock, (ii) in
the case of a second notice, persons holding more than 25% of the Registrable
Stock, excluding Registrable Stock held by the person(s) initiating the first
notice and (iii) in the

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case of a third notice, persons holding more than 20% of the Registrable Stock,
excluding Registrable Stock held by person(s) initiating the first or second
notice may request that we file a registration statement under the Securities
Act and, upon such request and subject to certain conditions. We generally will
be required to use our commercially reasonable efforts to effect any such
registration. We are not required to effect more than three such demand
registrations (subject to (i) one additional demand Registration if all
Registrable Stock to be included in prior demand registrations are not so
included and (ii) one additional demand to BA Capital Company, L.P., in the
event BA Capital Company, L.P. is not permitted, pursuant to a no-action letter
from the Commission, to "tack" the holding period of Cumulus Media, LLC to its
own holding period with respect to the shares of the common stock distributed to
BA Capital Company, L.P., upon dissolution of Cumulus Media, LLC. In addition,
if we propose to register any of our securities, either for our own account or
for the account of other stockholders (including, without limitation, for the
account of any Holder of Registrable Stock), we are required, with certain
exceptions, to notify all Holders of Registrable Stock and, subject to certain
limitations, to include in such registration all of the shares of common stock
requested to be included by the Holders of Registrable Stock. We are is
generally obligated to bear the expenses, other than underwriting discounts and
sales commissions, of all of these registrations. The piggyback registration
rights expire at such time as a Holder of Registrable Stock would be able to
dispose of all of its Registrable Stock in any six-month period under Rule 144
of the Securities Act.

Preemptive Rights. Neither the Class A common stock nor the Class B common
stock nor the Class C common stock carry any preemptive rights enabling a holder
to subscribe for or receive shares of our stock of any class or any other
securities convertible into shares of our stock. Our Board of Directors
possesses the power to issue shares of authorized but unissued Class A common
stock without further stockholder action.

Liquidation, Dissolution or Winding Up. In the event of any liquidation,
dissolution or winding up of Cumulus, whether voluntarily or involuntarily,
after payment or provision for payment of our debts and other liabilities and
the preferential amounts to which the holders of any stock ranking prior to the
Class A common stock, the Class B common stock and the Class C common stock in
the distribution of assets shall be entitled upon liquidation, the holders of
the Class A common stock, the Class B common stock and the Class C common stock
shall be entitled to share pro rata in our remaining assets according to their
respective interests.

PREFERRED STOCK

Preferred stock may be issued from time to time by our Board of Directors,
without stockholder approval, in one or more series. Subject to the provisions
of the Amended and Restated Articles of Incorporation and the limitations
prescribed by law, the Board of Directors is expressly authorized to adopt
resolutions to issue the shares of preferred stock, to fix the number of shares
and to change the number of shares constituting any series, and to provide for
or change the voting powers, designations, preferences and relative,
participating, optional or other special rights, qualifications, limitations or
restrictions thereof, including dividend rights (including whether dividends are
cumulative), dividend rates, terms or redemption (including sinking fund
provisions), redemption prices, conversion rights and liquidation preferences of
the shares constituting any class or series of preferred stock, in each case
without any further action or vote by the stockholders.

One of the effects of undesignated preferred stock may be to enable the
Board of Directors to render more difficult or to discourage an attempt to
obtain control of Cumulus by means of a tender offer, proxy contest, merger or
otherwise, and thereby to protect the continuity of our management. The issuance
of shares of the preferred stock pursuant to the Board of Directors' authority
described above may adversely affect the rights of the holders of common stock.
For example, our preferred stock may rank prior to the common stock as to
dividend rights, liquidation preference or both, may have full or limited voting
rights and may be convertible into shares of common stock. Accordingly, the
issuance of shares of preferred stock may discourage bids for the common stock
at a premium or may otherwise adversely affect the market price of the common
stock.

SERIES A PREFERRED STOCK AND EXCHANGEABLE DEBENTURES

General. We currently have 138,286 shares of 13 3/4% Series A Cumulative
Exchangeable Redeemable Preferred Stock due 2009, with a liquidation preference
of $1,000 per share outstanding.

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Dividends. The holders of the Series A preferred stock are entitled to
receive cumulative dividends at an annual rate equal to 13 3/4% of the
liquidation preference per share of the Series A preferred stock, payable
quarterly, in arrears. On or before July 1, 2003, we may, at our option, pay
dividends in cash or in additional fully paid and non-assessable shares of
Series A preferred stock having a liquidation preference equal to the amount of
such dividends. It is not expected that we will pay any dividends in cash prior
to July 1, 2003. After July 1, 2003, dividends may be paid only in cash. The
terms of our credit facility and indenture restrict, and our future indebtedness
may restrict, the payment of cash dividends by Cumulus.

Redemption. The shares of Series A preferred stock are subject to
mandatory redemption on July 1, 2009, at a price equal to 100% of the
liquidation preference thereof plus any and all accrued and unpaid cumulative
dividends thereon. Except as provided herein, we may not redeem the Series A
preferred stock prior to July 1, 2003. On or after such date, we may redeem the
Series A preferred stock at the redemption prices set forth under the terms of
our certificate of designation pursuant to which the Series A preferred stock
was issued together with accumulated and unpaid dividends, if any, to the date
of redemption. Prior to July 1, 2001, we may redeem up to 35% of the original
aggregate liquidation preference of the Series A preferred stock with the
proceeds of one or more Equity Offerings (as defined in the certificate of
designation) at a redemption price equal to 113 3/4% of the liquidation
preference thereof plus accumulated and unpaid dividends thereon, provided,
however, that at least 65% of the original aggregate liquidation preference of
the Series A preferred stock remain outstanding following each such redemption.
A portion of the proceeds of this offering will be used to redeem Series A
Preferred Stock. In the event of a change of control, we must offer to redeem
the outstanding shares of the Series A preferred stock for cash at a purchase
price of 101% of the liquidation preference thereof, together with all
accumulated and unpaid dividends.

Voting. The holders of the shares of the Series A preferred stock have no
voting rights with respect to general corporate matters except that the holders
of a majority of the then outstanding Series A preferred stock, voting as a
class, may elect two directors to our Board of Directors in the event of (i) a
failure to pay dividends on the Series A preferred stock for four consecutive
quarters, (ii) a failure to discharge a redemption obligation with respect to
the Series A preferred stock, (iii) a failure to offer to purchase the
outstanding shares of Series A preferred stock following a change of control,
(iv) a violation of certain covenants after the expiration of applicable grace
periods, all as set forth in our certificate of designation or (v) a default in
the payment of principal, premium or interest in our indebtedness or certain of
its subsidiaries or any other default which results in the acceleration of such
indebtedness prior to its maturity, in each case if the aggregate principal
amount of all such indebtedness exceeds $5.0 million.

Holders of a majority of the outstanding shares of Series A preferred
stock, voting as a separate class, must approve (i) any merger, consolidation or
sale of all or substantially all of our assets not specifically permitted by our
certificate of designation and (ii) any modification to our certificate of
designation or the form of the exchange debenture indenture.

Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution
or winding up of Cumulus, the holders of the Series A preferred stock are
entitled to be paid for each share thereof out of our assets before any
distribution is made to any shares of junior stock.

Exchange. We may at our option exchange all, but not less than all, of the
then outstanding shares of Series A preferred stock into exchange debentures on
any dividend payment date, subject to certain restrictions contained in the
certificate of designation.

Exchange Debentures. The exchange debentures, if issued, will be issued
under an indenture between Cumulus and U.S. Bank Trust National Association, as
trustee. The exchange debentures will be issued in fully registered form only in
denominations of $1,000 and integral multiples thereof. Interest on the exchange
debentures will be payable semi-annually in arrears in cash (or on or prior to
2003, in additional exchange debentures, at our option). The exchange debentures
will be unsecured and will be subordinated in right of payment to all Exchange
Debenture Senior Debt (as defined in the exchange debenture indenture),
including debt in respect of our credit facility and our senior subordinated
notes and will contain covenants and events of default and remedies with respect
thereto which are substantially similar to the covenants contained in our senior
subordinated notes.
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The exchange debentures are subject to mandatory redemption on July 1,
2009, at a price equal to 100% of the principal amount thereof together with
accrued and unpaid interest, if any, to the date of redemption. Except as
provided herein, we may not redeem the exchange debentures prior to July 1,
2003. On or after such date, we may redeem the exchange debentures at the
redemption prices set forth in the indenture governing the exchange debentures
together with accrued and unpaid interest, if any, to the date of redemption.
Prior to July 1, 2001, we may redeem up to 35% of the original aggregate
principal amount of the exchange debentures with the proceeds of one or more
Equity Offerings (as defined in the exchange debenture indenture) at a
redemption price equal to 113 3/4% of the principal amount thereof plus accrued
and unpaid interest thereon. In the event of a change of control, we must offer
to redeem the outstanding shares of the exchange debentures for cash at a
purchase price of 101% of the principal amount thereof, together with all
accrued and unpaid interest.

CERTAIN STATUTORY AND OTHER PROVISIONS

Illinois law and our Articles of Incorporation and Bylaws contain several
provisions that may make the acquisition of control of Cumulus by means of
tender offer, open market purchases, proxy contest or otherwise more difficult.
Set forth below is a description of those provisions.

Illinois Law. We are subject to Section 7.85 of the Business Corporation
Act of Illinois. Section 7.85 prohibits a publicly held Illinois corporation
from engaging in a "business combination" with an "interested shareholder,"
unless the proposed "business combination" (i) receives the affirmative vote of
the holders of at least 80% of the combined voting power of the then outstanding
shares of all classes and series of the corporation entitled to vote generally
in the election of directors (the "Voting Shares") voting together as a single
class, and the affirmative vote of a majority of the combined voting power of
the then outstanding Voting Shares held by disinterested shareholders voting
together as a single class, (ii) is approved by at least two-thirds of the
"disinterested directors," or (iii) provides for consideration offered to
shareholders that meets certain fair price standards and satisfied certain
procedural requirements. Such fair price standards require that the fair market
value per share of such consideration be equal to or greater than the higher of
(A) the highest price paid by the "interested shareholder" during the two-year
period immediately prior to the first public announcement of the proposed
"business combination" or in the transaction by which the "interested
shareholder" became such, and (B) the fair market value per common share on the
first trading date after the date the first public announcement of the proposed
"business combination" has become such. For purposes of Section 7.85,
"disinterested director" means any member of the board of directors of the
corporation who (a) is neither the "interested shareholder" nor an affiliate or
associate thereof, (b) was a member of the board of directors prior to the time
that the "interested shareholder" became such, or was recommended to succeed a
"disinterested director" by a majority of the "disinterested directors" then in
office, and (c) was not nominated for election as a director by the "interested
shareholder" of any affiliate or associate thereof. For purposes of Section 7.85
and Section 11.75 described below, a "business combination" includes a merger,
asset sale or other transaction resulting in a financial benefit to the
interested shareholder, and an "interested shareholder" is a person who,
together with affiliates and associates, owns (or within the prior two years,
did own) 10% or more of the combined voting power of the outstanding Voting
Shares.

We are also subject to Section 11.75 of the Business Corporation Act of
Illinois which prohibits "business combinations" with "interested shareholders"
for a period of three years following the date that such shareholder became an
"interested shareholder," unless (i) prior to such date, the Board of Directors
approve the transaction that resulted in the shareholder becoming an "interested
shareholder," or (ii) upon consummation of such transaction, the "interested
shareholder" owned at least 85% of the Voting Shares outstanding at the time
such transaction commenced (excluding shares owned by directors who are also
officers, and shares owned by employee stock plans in which employee
participants do not have the right to determine confidentially whether shares
held subject to the plan will be tendered in a tender or exchange offer), or
(iii) on or after such date, the "business combination" is approved by the Board
of Directors and authorized at a meeting of the shareholders by two-thirds of
the outstanding Voting Shares not owned by the "interested shareholder." For
purposes of Section 11.75, an "interested shareholder" is a person who, together

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with affiliates and associates, owns (or within the prior three years, did own)
15% or more of the combined voting power of the Voting Shares.

Although Illinois law generally requires the affirmative votes of at least
two-thirds of the votes of our shares entitled to approved or authorize any (a)
merger or consolidation of Cumulus with or into another corporation, (b) sale,
lease or other disposition of all or substantially all of our assets, (c)
dissolution of Cumulus or (d) amendment of our Articles of Incorporation, we
have elected, as permitted by Illinois law, to require only majority vote for
the approval or authorization of such actions. The substitution of the majority
voting requirement may have the effect of permitting a change of control of
Cumulus not favored by a shareholder or group of shareholders holding a
substantial minority of the outstanding voting stock.

Elimination of Liability in Certain Circumstances. Our Articles of
Incorporation eliminate the liability of our directors to Cumulus or our
shareholders for monetary damages resulting from breaches of their fiduciary
duties as directors. Directors remain liable for breaches of their duty of
loyalty to Cumulus or our shareholders, as well as for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of law
and transactions from which a director derives improper personal benefit. Our
Articles of Incorporation also do not absolve directors of liability under
Section 8.65 of the Business Corporation Act of Illinois, which makes directors
personally liable for (i) unlawful dividends or unlawful stock repurchases or
redemptions if the director did not act in good faith, (ii) the barring of known
claims against the corporation after dissolution, and (iii) debts incurred by a
dissolved corporation in carrying on its business. The effect of this provision
is to eliminate the personal liability of directors for monetary damages for
actions involving a breach of their fiduciary duty of care, including any such
actions involving gross negligence. We believe that this provision does not
eliminate the liability of our directors to Cumulus or our stockholders for
monetary damages under the federal securities laws. The Bylaws also provide
indemnification for the benefit of our directors and officers to the fullest
extent permitted by Illinois law as it may be amended from time to time,
including most circumstances under which indemnification otherwise would be
discretionary.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Class A common stock is Firstar
Trust Company.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

OUR NEW CREDIT FACILITY

General. We have signed a commitment letter with Lehman Brothers Inc. and
Lehman Brothers Commercial Paper Inc. for a new credit facility in an aggregate
principal amount of $225.0 million. We anticipate that our new credit facility
will consist of a seven-year revolving credit facility of $50.0 million, a
revolving credit facility of $50.0 million that will convert into a seven-year
term loan 364 days after closing, an eight-year term loan facility of $75.0
million and an eight and one-half year term loan facility of $50.0 million. The
amount available under the seven-year revolving credit facility will be
automatically reduced by 5% of the initial aggregate principal amount in each of
the third and fourth years following closing, 10% of the initial aggregate
principal amount in the fifth year following the closing, 20% of the initial
aggregate principal amount in the sixth year following the closing and the
remaining 60% of the initial aggregate principal amount in the seventh year
following the closing. The proceeds of the borrowings under our new credit
facility will be used to finance our pending acquisitions and repay in part
outstanding indebtedness under our old credit facility. See "Use of Proceeds."

Security; Guarantees. Our obligations under our new credit facility will
be secured by substantially all of our assets in which a security interest may
lawfully be granted (including FCC licenses held by our subsidiaries) including,
without limitation, intellectual property, real property, and all of the capital
stock of our direct and indirect domestic subsidiaries and 65% of the capital
stock of any first-tier foreign subsidiaries. The obligations under our new
credit facility will also be guaranteed by each of our direct and indirect
domestic subsidiaries and will be required to be guaranteed by any additional
subsidiaries acquired by Cumulus.

Interest Rates; Fees; Repayments. Both the revolving credit and term loan
borrowings under our new credit facility will bear interest, at our option, at a
rate equal to the Base Rate (as defined under the terms of our new credit
facility) plus a margin ranging between 0.50% to 2.125%, or the Eurodollar Rate
(as defined under the terms of our new credit facility) plus a margin ranging
between 1.50% to 3.125% (in each case dependent upon our leverage ratio). A
commitment fee calculated at a rate ranging from 0.375% to 0.75% per annum
(depending upon our utilization rate) of the average daily amount available
under the revolving lines of credit and the amount available under the term loan
facility will be payable quarterly in arrears and fees in respect of letters of
credit issued under our new credit facility equal to the interest rate margin
then applicable to Eurodollar Rate loans also will be payable quarterly in
arrears. In addition, a fronting fee to be agreed to by Cumulus and the issuing
bank of such letter of credit is payable quarterly to the issuing bank.

The eight-year term loan borrowings will be repayable in quarterly
installments beginning in 2001. The scheduled annual amortization will be $0.75
million for each of the third, fourth, fifth, sixth and seventh years following
closing and $71.25 million in the eighth year following closing. The eight and a
half year term loan will be repayable in two consecutive equal quarterly
installments, commencing on the date 99 months after the closing date. The first
revolving credit loan, upon conversion to a seven-year term loan, will be
repayable in quarterly installments beginning in 2001. The scheduled annual
amortization will be 10% of the initial aggregate principal amount in each of
the third and fourth years following closing, 15% of the initial aggregate
principal amount in each of the fifth and sixth years following closing and the
remaining 50% of the initial aggregate principal amount in the seventh year
following closing. The amount available under the second revolving credit
facility will be automatically reduced in quarterly installments beginning in
2001 as described above. Certain mandatory prepayments of the term loan facility
and the revolving credit line and reductions in the availability of the
revolving credit line will be required to be made including: (i) subject to
certain exceptions, 100% of the net proceeds from any issuance of capital stock
or incurrence of indebtedness; (ii) 100% of the net proceeds from certain asset
sales; and (iii) between 50% and 75% (dependent on our leverage ratio) of our
excess cash flow.

Covenants. The terms of our new credit facility will contain operating and
financial covenants, including, without limitation, requirements to maintain
minimum ratios of cash flow to interest expense and cash flow to debt
service/fixed charges and maximum ratios of total debt to cash flow and senior
debt to cash

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flow. Our new credit facility will provide that we must maintain (a) for any
four fiscal quarters, a minimum ratio of cash flow to interest expense that will
increase incrementally from 1.30 to 1.00 as of June 30, 1999, to 2.20 to 1.00
for the period ending December 31, 2001 or thereafter; (b) for any four fiscal
quarters, a minimum ratio of cash flow to debt service that will increase
incrementally from 1.05 to 1.00 as of June 30, 1999 to 1.20 to 1.00 for the
period ending December 31, 2001 or thereafter; (c) for any four fiscal quarters,
a maximum ratio of total debt to cash flow decreasing incrementally from 7.75 to
1.00 as of June 30, 1999 to 5.25 to 1.00 for the period ending December 31,
2001, and thereafter; and (d) for any four fiscal quarters, a maximum ratio of
senior debt to cash flow decreasing incrementally from 3.75 to 1.00 as of June
30, 1999 to 3.00 to 1.00 for the period ending December 31, 2001, and
thereafter. In addition, the terms of our new credit facility will restrict,
among other things, the ability of Cumulus and our subsidiaries to incur
additional indebtedness, incur liens, guarantee obligations, pay dividends or
make certain other restricted payments, consummate certain asset sales, enter
into certain transactions with affiliates, merge or consolidate with any other
person or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of our assets.

Events of Default. The terms of our new credit facility will contain
events of default after expiration of applicable grace periods, including
failure to make payments on the credit facility, breach of covenants, breach of
representations and warranties, invalidity of the agreement governing the credit
facility and related documents, cross default under other agreements or
conditions relating to indebtedness of Cumulus or our subsidiaries, certain
events of liquidation, moratorium, insolvency, bankruptcy or similar events,
enforcement of security, certain litigation or other proceedings, and certain
events relating to changes in control.

Upon the occurrence of an event of default under the terms of our new
credit facility, the majority of the lenders will be able to declare all amounts
under our new credit facility to be due and payable and take certain other
actions, including enforcement of rights in respect of the collateral. The
majority of the banks extending credit under each term loan facility and the
majority of the banks under each revolving credit facility may terminate such
term loan facility and such revolving credit facility, respectively.

OUR OLD CREDIT FACILITY

Our senior credit facility, dated as of March 2, 1998 and as amended, most
recently as of May 1, 1999, provides for a revolving credit line of $25.0
million until March 2, 2006, and an eight-year term loan facility of $125.0
million. We have borrowed $100.0 million of the term loan facility. The proceeds
of the borrowings under our credit facility have been used to finance
acquisitions and repay our outstanding indebtedness under our prior credit
facility. As of June 18, 1999, $100.0 million was outstanding under the old
credit facility. Our obligations under the credit facility are secured by
substantially all of our assets in which a security interest may lawfully be
granted.

Both revolving credit and term loan borrowings under our credit facility
bear interest, at our option, at a rate equal to the Base Rate (as defined under
the terms of our credit facility) plus a margin ranging between 0.50% to 1.75%,
or the Eurodollar Rate (as defined under the terms of our credit facility) plus
a margin ranging between 1.50% to 2.75% (in each case dependent upon our
leverage ratio). The terms of our credit facility contain customary operating
and financial covenants. The terms of our credit facility also restrict, among
other things, the ability of Cumulus and our subsidiaries to incur additional
indebtedness, incur liens, pay dividends or make certain other restricted
payments, consummate certain asset sales, enter into certain transactions with
affiliates, merge or consolidate with any other person or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of our
assets.

In addition, the terms of our credit facility contain events of default
after expiration of applicable grace periods.

OUR SENIOR SUBORDINATED NOTES

General. We have issued $160.0 million of our senior subordinated notes.

Interest. Our senior subordinated notes bear interest at the rate of
10 3/8% per annum, payable semi-annually in arrears.

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Redemption. Our senior subordinated notes mature on July 1, 2008, at a
price equal to 100% of the principal amount thereof together with accrued and
unpaid interest, if any, to the date of redemption. Except as provided herein,
we may not redeem our senior subordinated notes prior to July 1, 2003. On or
after such date, we may redeem the senior subordinated notes at the redemption
prices set forth in the indenture pursuant to which our senior subordinated
notes will be issued together with accrued and unpaid interest, if any, to the
date of redemption. Prior to July 1, 2001, we may redeem up to 35% of the
original aggregate principal amount of our senior subordinated notes with the
proceeds of one or more Equity Offerings (as defined in the indenture) at a
redemption price equal to 110 3/8% of the principal amount thereof plus accrued
and unpaid interest thereon; provided, however, that at least 65% of the
original aggregate principal amount of the senior subordinated notes remain
outstanding following each such redemption. No portion of the proceeds from this
offering will be used to redeem our senior subordinated notes. In the event of a
change of control, we must offer to redeem the outstanding shares of our senior
subordinated notes for cash at a purchase price of 101% of the principal amount
thereof, together with all accrued and unpaid interest.

Subsidiary Guarantees. Our senior subordinated notes are fully and
unconditionally guaranteed on an unsecured, senior subordinated basis by each of
our subsidiaries in existence on the date of the indenture under which the
senior subordinated notes were issued and any Restricted Subsidiary (as defined
in the indenture) created or acquired by Cumulus after such date. The subsidiary
guarantees will be subordinated to all Guarantor Senior Debt (as defined in the
indenture) on the same basis as our senior subordinated notes are subordinated
to our Senior Debt (as defined in the indenture).

Ranking. Our senior subordinated notes are general unsecured obligations
of Cumulus, subordinated in right of payment to all existing and future Senior
Debt (as defined in the indenture), including all our obligations under our
credit facility. After giving effect to transactions described in our unaudited
pro forma financial statements as if they had occurred on March 31, 1999, we
would have had outstanding $171.2 million of Senior Debt.

Certain Covenants. The indenture under which our senior subordinated notes
were issued contains certain covenants that, among other things, limit the
ability of Cumulus and our Restricted Subsidiaries to incur additional debt, pay
dividends or make other distributions, repurchase any capital stock or
subordinated debt, make certain investments, create certain liens, enter into
certain transactions with affiliates, sell assets or enter into certain mergers
and consolidations. In addition, the indenture contains a covenant limiting the
lines of business of certain Unrestricted Subsidiaries (as defined in the
indenture).

Events of Default. The terms of the indenture under which our senior
subordinated notes were issued contain events of defaults, including failure to
make payments on our senior subordinated notes, breach of covenants, breach of
representations and warranties, cross default under other agreements or
conditions relating to indebtedness of Cumulus or our Restricted Subsidiaries
(as defined in the indenture), certain events of liquidation, moratorium,
insolvency, bankruptcy or similar events and certain litigation or other
proceedings.

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SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, we will have outstanding 17,088,504
shares of Class A common stock, 8,660,416 shares of Class B common stock and
2,151,277 shares of Class C common stock. In addition, we will have outstanding
options to purchase 1,120,745 shares of Class A common stock and 2,001,380
shares of Class C common stock. Of these shares, 16,377,732 shares of Class A
common stock will be freely transferable without restriction (subject to any FCC
consent that might be required) or further registration under the Securities
Act, except that any shares purchased by our "affiliates," as that term is
defined in Rule 144 of the Securities Act, may generally only be sold subject to
certain restrictions as to timing, manner and volume.

Cumulus, our directors, executive officers (which officers and directors
directly or indirectly own 640,338 shares of Class A common stock and 1,229,201
shares of Class C common stock and options to purchase 477,880 shares of Class A
common stock and 2,001,380 shares of Class C common stock) and certain other
stockholders of Cumulus have agreed not to, subject to certain exceptions,
directly or indirectly, (1) offer, pledge, sell contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, lend or otherwise transfer or dispose
of any shares of Class A common stock or any securities convertible into or
exercisable any shares of Class A common stock or any securities convertible
into or exercisable or exchangeable for Class A common stock or (2) enter into
any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of the Class A common stock
whether any such transaction described in clause (1) or (2) above is to be
settled by delivery of Class A common stock or such other securities, in cash or
otherwise, for a period of 90 days after the date of this prospectus without the
prior written consent of Morgan Stanley & Co. Incorporated, on behalf of the
underwriters.

In general, under Rule 144 as currently in effect, a shareholder, including
an Affiliate (as that term is defined in Rule 144), who has beneficially owned
his or her restricted securities for at least one year from the later of the
date such securities were acquired from Cumulus or (if applicable) the date they
were acquired from an Affiliate is entitled to sell, within any three-month
period, a number of such shares that does not exceed the greater of 1% of the
then outstanding shares of Class A common stock or the average weekly trading
volume in the Class A common stock during the four calendar weeks preceding the
date on which notice of such sale was filed under Rule 144, provided certain
requirements concerning availability of public information, manner of sale and
notice of sale are satisfied. In addition, under Rule 144(k), if a period of at
least two years has elapsed between the later of the date restricted securities
were acquired from Cumulus or (if applicable) the date they were acquired from
an Affiliate of Cumulus, a stockholder who is not an Affiliate of Cumulus at the
time of sale and has not been an Affiliate of Cumulus for at least three months
prior to the sale is entitled to sell the shares immediately without compliance
with the foregoing requirements under Rule 144.

No prediction can be made as to the effect, if any, that market sales of
shares of Class A common stock and the availability of shares for sale will have
on the market price of the Class A common stock prevailing from time to time.
Nevertheless, sales of significant numbers of shares of Class A common stock in
the public market could adversely affect the market price of the Class A common
stock and could impair our ability to raise capital through an offering of its
equity securities. See "Underwriters."

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UNDERWRITERS

Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof (the "Underwriting Agreement"), the U.S.
underwriters named below, for whom Morgan Stanley & Co. Incorporated, Lehman
Brothers Inc., Bear, Stearns & Co. Inc. and Prudential Securities Incorporated
are acting as U.S. representatives, and the international underwriters named
below for whom Morgan Stanley & Co. International Limited, Lehman Brothers
International (Europe), Bear, Stearns International Limited and Prudential-Bache
Securities (U.K.) Inc. are acting as international representatives, have
severally agreed to purchase, and the Company has agreed to sell to them,
severally, the respective number of shares of Class A common stock set forth
opposite the names of such underwriters below:

<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
- ---- ---------
<S> <C>
U.S. Underwriters:
Morgan Stanley & Co. Incorporated.........................
Lehman Brothers Inc. .....................................
Bear, Stearns & Co. Inc. .................................
Prudential Securities Incorporated........................

--------
Subtotal..................................................
========
International Underwriters:
Morgan Stanley & Co. International Limited................
Lehman Brothers International (Europe)....................
Bear, Stearns International Limited.......................
Prudential-Bache Securities (U.K.) Inc. ..................

--------
Subtotal..................................................
========
Total................................................
========
</TABLE>

The U.S. underwriters and the international underwriters, and the U.S.
representatives and the international representatives, are collectively referred
to as the "underwriters" and the "representatives", respectively. The
underwriters are offering the shares of Class A common stock subject to their
acceptance of the shares from Cumulus and subject to prior sale. The
Underwriting Agreement provides that the obligations of the several underwriters
to pay for and accept delivery of the shares of Class A common stock offered
hereby are subject to the approval of certain legal matters by their counsel and
to certain other conditions. The Underwriters are obligated to take and pay for
all of the shares of Class A common stock offered hereby (other than those
covered by the U.S. underwriters' overallotment option described below) if any
such shares are taken.

Pursuant to the Agreement between U.S. and International Underwriters, each
U.S. underwriter has represented and agreed that, with certain exceptions: (i)
it is not purchasing any shares (as defined herein) for the account of anyone
other than a United States or Canadian person (as defined herein) and (ii) it
has not offered or sold, and will not offer or sell, directly or indirectly, any
shares or distribute any prospectus relating to the shares outside the United
States or Canada or to anyone other than a United States or Canadian person.
Pursuant to the Agreement between U.S. and International Underwriters, each
international underwriter has represented and agreed that, with certain
exceptions: (i) it is not purchasing any shares for the account of any United
States or Canadian person and (ii) it has not offered or sold, and will not
offer or sell, directly or indirectly , any shares or distribute any prospectus
relating to the shares in the United States or Canada or to any Untied States or
Canadian person. With respect to any underwriter that is a U.S. underwriter and
an international underwriter, the foregoing representations and agreements (i)
made by it in its capacity as a U.S. underwriter apply only to it in its
capacity as a U.S. underwriter and (ii) made by it in its capacity as an

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international underwriter apply only to it in its capacity as an International
Underwriter. The foregoing limitations do not apply to stabilization
transactions or to certain other transactions specified in the Agreement between
U.S. and international underwriters. As used herein, "United States or Canadian
person" means any national or resident of the United States or Canada, or any
corporation, pension, profit-sharing or other trust or other entity organized
under the laws of the United States or Canada or of any political subdivision
thereof (other than a branch located outside the United States and Canada of any
United States or Canadian person), and includes any United States or Canadian
branch of a person who is otherwise not a United States or Canadian person. All
shares of Class A common stock to be purchased by the underwriters under the
Underwriting Agreement are referred to herein as the "shares."

Pursuant to the Agreement between U.S. and International Underwriters,
sales may be made between U.S. underwriters and international underwriters of
any number of shares as may be mutually agreed. The per share price of any
shares so sold shall be the public offering price set forth on the cover page
hereof, in United States dollars, less an amount not greater than the per share
amount of the concession to dealers set forth below.

Pursuant to the Agreement between U.S. and International Underwriters, each
U.S. underwriter has represented that it has not offered or sold, and has agreed
not to offer or sell, any shares, directly or indirectly, in any province or
territory of Canada or to, or for the benefit of, any resident of any province
or territory of Canada in contravention of the securities laws thereof and has
represented that any offer or sale of shares in Canada will be made only
pursuant to an exemption from the requirement to file a prospectus in the
province or territory of Canada in which such offer or sale is made. Each U.S.
underwriter has further agreed to send to any dealer who purchases from it any
of the shares a notice stating in substance that, by purchasing such shares,
such dealer represents and agrees that it has not offered or sold, and will not
offer or sell, directly or indirectly, any of such shares in any province or
territory of Canada or to, or for the benefit of, any resident of any province
or territory of Canada in contravention of the Securities laws thereof and that
any offer or sale of shares in Canada will be made only pursuant to an exemption
from the requirement to file a prospectus in the province or territory of Canada
in which such offer or sale is made, and that such dealer will deliver to any
other dealer to whom it sells any of such shares a notice containing
substantially the same statement as is contained in this sentence.

Pursuant to the Agreement between U.S. and International Underwriters, each
international underwriter has represented and agreed that (i) it has not offered
or sold and, prior to the date six months after the closing date for the sale of
the shares to the international underwriters, will not offer or sell, any shares
to persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have or otherwise in circumstance which have not resulted
and will not result in an offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities Regulations 1995; (ii) it has
complied and will comply with all applicable provisions of the Financial
Services Act 1986 with respect to anything done by it in relation to the Shares
in, from or otherwise involving the United Kingdom; and (iii) it has only issued
or passed on and will only issue or pass on in the United Kingdom any document
received by it in connection with the offering of the shares to a person who is
of a kind described in Article 11(3) of the Financial Services Act 1986
(Investment Advertisement) (Exemptions) Order 1996 (as amended) or is a person
to whom such document may otherwise lawfully be issued or passed on.

Pursuant to the Agreement between U.S. and International Underwriters, each
international underwriter has further represented that it has not offered or
sold, and has agreed not to offer or sell, directly or indirectly, in Japan or
to or for the account of any resident thereof, any of the shares acquired in
connection with the distribution contemplated hereby, except for offers or sales
to Japanese international underwriters or dealers and except pursuant to any
exemption from the registrations requirements of the Securities and Exchange Law
and otherwise in compliance with applicable provisions of Japanese law. Each
international underwriter has further agreed to send to any dealer who purchases
from it any of the shares a notice stating in substance that, by purchasing such
shares, such dealer represents and agrees that it has not offered or sold, and
will not offer or sell, any of such shares, directly or indirectly, in Japan or
to or for the account of any resident thereof except for offers or sales to
Japanese international underwriters or dealers and except pursuant to any
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exemption from the registration requirements of the Securities and Exchange Law
and otherwise in compliance with applicable provisions of Japanese law, and that
such dealer will send to any other dealer to whom it sells any of such shares a
notice containing substantially the same statement as is contained in this
sentence.

The underwriters initially propose to offer part of the shares of Class A
common stock directly to the public at the public offering price set forth on
the cover page hereof and part to certain dealers at a price that represents a
concession not in excess of $ a share under the public offering price.
Any underwriter may allow, and such dealers may reallow, a concession not in
excess of $ a share to other underwriters or to certain dealers. After
the offering of the shares of Class A common stock, the offering price and other
selling terms may from time to time be varied by the representatives.

We have granted to the U.S. underwriters an option, exercisable for 30 days
from the date of this prospectus, to purchase up to an aggregate of 1,224,450
additional shares of Class A common stock at the public offering price set forth
on the cover page hereof, less underwriting discounts and commissions. The U.S.
underwriters may exercise such option solely for the purpose of covering
overallotments, if any, made in connection with the offering of the shares of
Class A common stock offered hereby. To the extent such option is exercised,
each U.S. underwriter will become obligated, subject to certain conditions, to
purchase approximately the same percentage of such additional shares of Class A
common stock as the number set forth next to such U.S. underwriter's name in the
preceding table bears to the total number of shares of common stock set forth
next to the names of all U.S. underwriters in the preceding table. If the U.S.
underwriters' option is exercised in full, the total price to the public would
be $ , the total underwriters' discounts and commissions would be
$ and total proceeds to Cumulus would be $ .

Each of Cumulus Media Inc. and our directors, executive officers and
certain other stockholders of Cumulus has agreed that, without the prior written
consent of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it
will not, during the period ending 90 days after the date of this prospectus,
(1) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend or otherwise transfer or dispose of directly or
indirectly, any shares of Class A common stock or any securities convertible
into or exercisable or exchangeable for common stock or (2) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Class A common stock, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of
Class A common stock or such other securities, in cash or otherwise. The
restrictions described in this paragraph do not apply to (x) the sale of shares
to the underwriters, (y) the conversion of shares of Class A common stock upon
the exercise of an option or a warrant or the conversion of a security
outstanding on the date of this prospectus of which the underwriters have been
advised in writing or (z) transactions by any person other than Cumulus relating
to shares of Class A common stock or other securities acquired in open market
transactions after the completion of the offering of the shares.

In order to facilitate the offering of the Class A common stock, the
underwriters may engage in transactions that stabilize, maintain or otherwise
affect the price of the Class A common stock. Specifically, the underwriters may
over-allot in connection with the offering, creating a short position in the
Class A common stock for their own account. In addition, to cover
over-allotments or to stabilize the price of the Class A common stock, the
underwriters may bid for, and purchase, shares of Class A common stock in the
open market. Finally, the underwriting syndicate may reclaim selling concession
allowed to an underwriter or a dealer for distributing the Class A common stock
in the offering, if the syndicate repurchases previously distributed Class A
common stock in transactions to cover syndicate short positions, in
stabilization transactions or otherwise. The underwriters have reserved the
right to reclaim selling concessions in order to encourage underwriters and
dealers to distribute the Class A common stock for investment, rather than for
short-term profit taking. Increasing the proportion of the offering held for
investment may reduce the supply of Class A common stock available for
short-term trading. Any of these activities may stabilize or maintain the market
price of the Class A common stock above independent market levels. The
underwriters are not required to engage in these activities, and may end any of
these activities at any time.
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The underwriters and dealers may engage in passive market making
transactions in the common stock in accordance with Rule 103 of Regulation M
promulgated by the SEC. In general, a passive market maker may not bid for, or
purchase, the common stock at a price that exceeds the highest independent bid.
In addition, the net daily purchases made by any passive market maker generally
may not exceed 30% of its average daily trading volume in the common stock
during a specified two month prior period, or 200 shares, whichever is greater.
A passive market maker must identify passive market making bids as such on the
Nasdaq electronic inter-dealer reporting system. Passive market making may
stabilize or maintain the market price of the common stock above independent
market levels. Underwriters and dealers are not required to engage in passive
market making and may end passive market making activities at any time.

Cumulus Media Inc. and the underwriters have agreed to indemnify each other
against certain liabilities, including liabilities under the Securities Act.

Lehman Brothers Inc. and Lehman Brothers Commercial Paper Inc., an
affiliate of Lehman Brothers Inc., act as arranger, and syndication agent and
administrative agent, respectively, in connection with the old credit facility
and the new credit facility will receive any repayment by Cumulus of amounts
outstanding under the old credit facility from the proceeds of the offering.
Lehman Brothers Inc. and Bear, Stearns & Co. Inc. have engaged from time to time
and may in the future engage in general financing and banking transactions with
Cumulus or affiliates thereof.

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CERTAIN UNITED STATES TAX CONSEQUENCES TO
NON-U.S. HOLDERS OF CLASS A COMMON STOCK

The following is a general discussion of certain U.S. federal income and
estate and gift tax consequences of the ownership and sale or other disposition
of Class A common stock by a holder that, for U.S. federal income tax purposes,
is not a "U.S. person" (a "Non-U.S. Holder"). For purposes of this discussion, a
"U.S. person" means a citizen or resident (as determined for U.S. federal income
tax purposes) of the U.S.; a corporation created or organized in the U.S. or
under the laws of the U.S. or of any political subdivision thereof; an estate
the income of which is subject to U.S. federal income taxation regardless of its
source or a trust (i) that is subject to the supervision of a U.S. court and the
control of one or more U.S. persons or (ii) that has a valid election in effect
under applicable U.S. Treasury regulations to be treated as a U.S. person.
Resident alien individuals will be subject to U.S. federal income tax with
respect to the Class A common stock as if they were U.S. citizens.

THIS DISCUSSION IS BASED ON THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), AND THE ADMINISTRATIVE INTERPRETATIONS AS OF THE DATE HEREOF, ALL
OF WHICH MAY BE CHANGED EITHER RETROACTIVELY OR PROSPECTIVELY. THIS DISCUSSION
IS FOR GENERAL INFORMATION ONLY, DOES NOT CONSIDER ANY SPECIFIC FACTS OR
CIRCUMSTANCES THAT MAY APPLY TO A PARTICULAR NON-UNITED STATES HOLDER AND DOES
NOT ADDRESS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, MUNICIPALITY, FOREIGN
COUNTRY OR OTHER TAXING JURISDICTION. PROSPECTIVE INVESTORS ARE URGED TO CONSULT
THEIR TAX ADVISORS REGARDING THE UNITED STATES FEDERAL TAX CONSEQUENCES OF
OWNING AND DISPOSING OF CLASS A COMMON STOCK (INCLUDING THE INVESTOR'S STATUS AS
A UNITED STATES PERSON OR NON-UNITED STATES HOLDER), AS WELL AS ANY TAX
CONSEQUENCES THAT MAY ARISE UNDER THE LAWS OF ANY STATE, MUNICIPALITY, FOREIGN
COUNTRY OR OTHER TAXING JURISDICTION.

DIVIDENDS

Dividends paid to a Non-U.S. Holder will generally be subject to
withholding tax at the rate of 30%, unless the dividend is effectively connected
with the conduct of a trade or business (or, if an income tax treaty applies, is
attributable to a "permanent establishment," as defined therein) within the U.S.
of the Non-U.S. Holder, in which case the dividend will be subject to the rules
described in the next paragraph. Non-U.S. Holders should consult any applicable
income tax treaties, which may provide for a reduced withholding rate or other
rules different from those described above. For purposes of determining whether
tax is to be withheld at a 30% rate or a reduced rate as specified by an income
tax treaty, current law permits the Company to presume that dividends paid to an
address in a foreign country are paid to a resident of such country absent
definite knowledge that such presumption is not warranted. However, under U.S.
Treasury regulations, in the case of dividends paid after December 31, 2000, a
Non-U.S. Holder generally would be subject to U.S. backup withholding tax at a
31% rate under the backup withholding rules described below, rather than at a
30% rate or a reduced rate under an income tax treaty, unless certain
certification procedures (or, in the case of payments made outside the U.S. with
respect to an offshore account, certain documentary evidence procedures) are
satisfied, directly or through an intermediary. Further, in order to claim the
benefit of an applicable tax treaty rate for dividends paid after December 31,
2000, a Non-U.S. Holder must comply with IRS certification requirements. Certain
Internal Revenue Service (the "IRS") certification and disclosure requirements
must be complied with in order to be exempt from withholding under the
effectively connected income exemption. The U.S. Treasury regulations also
provide special rules for dividend payments made to foreign intermediaries, U.S.
or foreign wholly owned entities that are disregarded for U.S. federal income
tax purposes and entities that are treated as fiscally transparent in the U.S.,
the applicable income tax treaty jurisdiction, or both. Prospective investors
should consult with their own tax advisers concerning the effect, if any, of the
Treasury regulations on an investment in the Class A common stock. A Non-U.S.
Holder who is eligible for a reduced withholding rate may obtain a refund of any
excess amounts withheld by filing a tax return with the Internal Revenue Service
(the "IRS").

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U.S. withholding tax will not apply to dividends paid to a Non-U.S. Holder
if the company receives IRS Form 4224 or a successor form from that Non-U.S.
Holder, establishing that such income is effectively connected with the conduct
of a trade or business (or, if an income tax treaty applies, is attributable to
a "permanent establishment," as defined therein) of the Non-U.S. Holder within
the U.S., unless the Company has knowledge to the contrary. Dividends paid to a
Non-U.S. Holder that are effectively connected with the conduct of a trade or
business (or, if an income tax treaty applies, are attributable to a "permanent
establishment," as defined therein) of the Non-U.S. Holder within the U.S. are
generally taxed on a net income basis (that is, after allowance for applicable
deductions) at the graduated rates that are applicable to U.S. persons. In the
case of a Non-U.S. Holder that is a corporation, such income may also be subject
to a branch profits tax (which is generally imposed on a foreign corporation
upon the deemed repatriation from the U.S. of effectively connected earnings and
profits) at a 30% rate, unless the rate is reduced or eliminated by an
applicable income tax treaty and the Non-U.S. Holder is a qualified resident of
the treaty country.

GAIN ON SALE OR OTHER DISPOSITION

Subject to special rules applicable to individuals as described below, a
Non-U.S. Holder will generally not be subject to regular U.S. federal income tax
on gain recognized on a sale or other disposition of Class A common stock,
unless (i) the gain is effectively connected with the conduct of a trade or
business (or, if an income tax treaty applies, is attributable to a "permanent
establishment," as defined therein) of the Non-U.S. Holder within the U.S. or of
a partnership, trust or estate in which the Non-U.S. Holder is a partner or
beneficiary within the U.S., or (ii) the Company has been, is or becomes a "U.S.
real property holding corporation" within the meaning of Section 897(c) (2) of
the Code at any time within the shorter of the five-year period preceding such
sale or other disposition or such Non-U.S. Holder's holding period for the Class
A common stock.

A corporation is generally considered to be a U.S. real property holding
corporation if the fair market value of its "U.S. real property interests"
within the meaning of Section 897(c)(1) of the Code equals or exceeds 50% of the
sum of the fair market value of its worldwide real property interests plus the
fair market value of any other of its assets used or held for use in a trade or
business. We believe that we have not been, are not currently and are not likely
to become a U.S. real property holding corporation. Further, even if we were to
become a U.S. real property holding corporation, any gain recognized by a
Non-U.S. Holder still would not be subject to U.S. federal income tax if the
Class A common stock were considered to be "regularly traded" (within the
meaning of applicable U.S. Treasury regulations) on an established securities
market (e.g., the New York Stock Exchange, on which the Class A common stock
will be listed), and the Non-U.S. Holder did not own, directly or indirectly, at
any time during the five-year period ending on the date of the sale or other
disposition, more than 5% of the Class A common stock.

Gains realized by a Non-U.S. Holder of Class A common stock that are
effectively connected with the conduct of a trade or business (or, if an income
tax treaty applies, are attributable to a "permanent establishment," as defined
therein) within the U.S. of the Non-U.S. Holder are generally taxed on a net
income basis (that is, after allowance for applicable deductions) at the
graduated rates that are applicable to U.S. persons. In the case of a Non-U.S.
Holder that is a corporation, such income may also be subject to the branch
profits tax (described above).

In addition to being subject to the rules described above, an individual
Non-U.S. Holder who holds Class A common stock as a capital asset generally will
be subject to tax at a 30% rate on any gain recognized on the sale or other
disposition of such stock if (i) such gain is not effectively connected with the
conduct of a trade or business (or, if an income tax treaty applies, is not
attributable to a "permanent establishment," as defined therein) of the Non-U.S.
Holder within the U.S., and (ii) such individual is present in the U.S. for 183
days or more in the taxable year of the sale or other disposition and either (A)
has a "tax home" in the U.S. (as specially defined for purposes of the U.S.
federal income tax), or (B) maintains an office or other fixed place of business
in the U.S. and the income from the sale of the stock is attributable to such
office or other fixed place of business. Individual Non-U.S. Holders may also be
subject to tax pursuant to provisions of U.S. federal income tax law applicable
to certain U.S. expatriates.

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FEDERAL ESTATE AND GIFT TAXES

Class A common stock owned or treated as owned by an individual (regardless
of whether such an individual is a citizen or a resident of the U.S.) on the
date of death will be included in such individual's estate for U.S. federal
estate tax purposes, unless an applicable estate tax treaty provides otherwise.
A Non-U.S. Holder will not be subject to U.S. federal gift tax on a transfer of
Class A common stock unless such person is a domiciliary of the U.S., or such
person is an individual subject to provisions of U.S. federal gift tax law
applicable to certain U.S. expatriates.

INFORMATION REPORTING AND BACKUP WITHHOLDING

We must report annually to the IRS and to each Non-U.S. Holder the amount
of dividends paid to, and the tax withheld with respect to, such Non-U.S.
Holder, regardless of whether tax was actually withheld and whether withholding
was reduced or eliminated by an applicable income tax treaty. Pursuant to
certain income tax treaties and other agreements, that information may also be
made available to the tax authorities of the country in which the Non-U.S.
Holder resides.

U.S. federal backup withholding (which generally is withholding imposed at
the rate of 31% on certain payments to persons not otherwise exempt who fail to
furnish certain identifying information) will generally not apply to (i)
dividends paid to a Non-U.S. Holder that is subject to withholding at the 30%
rate (or that is subject to withholding at a reduced rate under an applicable
income tax treaty), or (ii) before January 1, 2001, dividends paid to a Non-U.S.
Holder at an address outside of the U.S. (unless the payor has knowledge that
the payee is a U.S. person). However, under U.S. Treasury regulations, in the
case of dividends paid after December 31, 2000, a Non-U.S. Holder generally
would be subject to U.S. withholding tax at a 31% rate, unless certain
certification procedures (or, in the case of payments made outside the U.S. with
respect to an offshore account, certain documentary evidence procedures) are
satisfied, directly or through an intermediary.

Backup withholding and information reporting generally will apply to
dividends paid to addresses inside the U.S. on shares of Class A common stock to
beneficial owners that are not "exempt recipients" and that fail to provide in
the manner required certain identifying information.

The backup withholding and information reporting requirements also apply to
the gross proceeds paid to a Non-U.S. Holder upon the sale or other disposition
of Class A common stock by or through a U.S. office of a U.S. or foreign broker,
unless the Non-U.S. Holder certifies to the broker under penalties of perjury as
to, among other things, its name, address and status as a Non-U.S. Holder by
filing the Service's Form W-8 with the broker, or unless the Non-U.S. Holder
otherwise establishes an exemption. In general, backup withholding and
information reporting will not apply to a payment of the proceeds of a sale or
other disposition of Class A common stock effected at a foreign office of a
broker. Before January 1, 2001, however, information reporting requirements (but
not backup withholding) will apply to a payment of the proceeds of a sale or
other disposition of Class A common stock effected at a foreign office of (i) a
U.S. broker; (ii) a foreign broker 50% or more of whose gross income for certain
periods is effectively connected with the conduct of a trade or business within
the U.S.; or (iii) a foreign broker that is a "controlled foreign corporation"
for U.S. federal income tax purposes, unless the broker has documentary evidence
in its records that the Non-U.S. Holder is a Non-U.S. Holder (and the broker has
no knowledge to the contrary) and certain other conditions are met, or unless
the Non-U.S. Holder otherwise establishes an exemption. Further, after December
31, 2000, under U.S. Treasury regulations, information reporting and backup
withholding may apply to payments of the gross proceeds from the sale or
redemption of Class A common stock effected through foreign offices of brokers
having any of a broader class of connections with the U.S. unless certain IRS
certification requirements are complied with. Prospective investors should
consult with their own tax advisers regarding these Treasury regulations, and in
particular with respect to whether the use of a particular broker would subject
the investor to these rules.

Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules will be refunded or credited against the Non-U.S.
Holder's U.S. federal income tax liability, provided that the Non-U.S. Holder
files a tax return with the IRS.

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LEGAL MATTERS

Certain legal matters with respect to the shares of Class A common stock
offered hereby will be passed upon for Cumulus by Paul, Hastings, Janofsky &
Walker LLP, New York, New York. Simpson Thacher & Bartlett, New York, New York,
has acted as counsel to the underwriters in connection with this offering.

One of our directors is Ralph B. Everett. Mr. Everett is a partner with the
Washington, D.C. office of the law firm of Paul, Hastings, Janofsky & Walker
LLP, where he heads the firm's Federal Legislative Practice Group. We also
engage the law firm of Paul, Hastings, Janofsky & Walker LLP on numerous matters
dealing with compliance with federal regulations and corporate finance
activities.

EXPERTS

The financial statements incorporated by reference in this prospectus to
the Annual Report on Form 10-K of Cumulus Media Inc. for the year ended December
31, 1998 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements, or
other information we file with the SEC at its Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C., 20549 and at the SEC's regional offices located
at Seven World Trade Center, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public at the SEC's web site at
http://www.sec.gov. Our Class A common stock is quoted on the Nasdaq National
Market. You can inspect and copy our reports and other information at the
offices of the National Association of Securities Dealers, Inc., located at 1735
K Street, N.W., Washington, D.C. 20006.

We filed a registration statement on Form S-3 to register with the SEC our
Class A common stock offered hereby. This prospectus is part of that
registration statement. As permitted by SEC rules, this prospectus does not
contain all of the information you can find in the registration statement or the
exhibits to the registration statement.

The SEC allows us to "incorporate by reference" the information we filed
with them, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this prospectus, and
later information filed with the SEC will update and supersede this information.

We incorporate by reference the documents listed below:

1. Annual Report on Form 10-K for the fiscal year ended December 31,
1998, as amended by Form 10-K/A.

2. Quarterly Report on Form 10-Q for the three months ended March 31,
1999.

All documents subsequently filed by us pursuant to Sections 13(a), 13(c),
15(d) or 16 of the Exchange Act, prior to the termination of this offering, will
be deemed to be incorporated by reference into this prospectus.

You may request a copy of these filings, at no cost, by writing or
telephoning:

Cumulus Media Inc.
111 East Kilbourn Avenue
Suite 2700
Milwaukee, WI 53202
Attn: Office of Investor Relations
(414) 615-2800

You should rely on the information incorporated by reference or provided in
this prospectus. We have authorized no one to provide you different information.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of the document.

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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THE PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

[ALTERNATE PAGE FOR INTERNATIONAL OFFERING]

PROSPECTUS (Subject to Completion)

Issued , 1999

8,163,000 Shares
cumulus logo
CLASS A COMMON STOCK

------------------------

CUMULUS MEDIA INC. IS OFFERING 8,163,000 SHARES OF ITS CLASS A COMMON STOCK.
INITIALLY, THE INTERNATIONAL UNDERWRITERS ARE OFFERING SHARES OF
CLASS A COMMON STOCK OUTSIDE THE U.S. AND CANADA AND THE U.S. UNDERWRITERS ARE
OFFERING SHARES OF CLASS A COMMON STOCK IN THE U.S. AND CANADA.

------------------------

INVESTING IN THE CLASS A COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 13.

------------------------

PRICE $ A SHARE
------------------------

------------------------

Joint Lead Managers

MORGAN STANLEY DEAN WITTER LEHMAN BROTHERS

BEAR, STEARNS INTERNATIONAL PRUDENTIAL-BACHE SECURITIES

, 1999
<PAGE> 96

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, to be paid in connection with the sale
of the Class A common stock being registered, all of which will be paid by the
Registrant. All amounts are estimates except the registration fee and the NASD
filing fee.

<TABLE>
<S> <C>
Registration fee............................................ $48,094
NASD filing fee............................................. 30,500
Nasdaq National Market listing fee.......................... *
Blue Sky fees and expenses.................................. *
Accounting fees and expenses................................ *
Legal fees and expenses..................................... *
Transfer agent and registrar fees........................... *
Printing and engraving expenses............................. *
Miscellaneous expenses...................................... *
-------
Total.................................................. $ *
=======
</TABLE>

- ------------
* To be completed by amendment.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company will maintain officers' and directors' liability insurance
which will insure against liabilities that officers and directors of the Company
may incur in such capacities. The Company has also entered into indemnification
agreements with its directors and officers.

Reference is made to the Proposed Form of Underwriting Agreement filed as
Exhibit 1 which provides for indemnification of the directors and officers of
the Company signing the Registration Statement and certain controlling persons
of the Company against certain liabilities, including those arising under the
Securities Act in certain instances, of the Underwriters.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<S> <C>
1.1*** Form of U.S. Underwriting Agreement between the Registrant
and the U.S. Underwriters.
1.2*** Form of International Underwriting Agreements between the
Registrant and the International Underwriters.
1.3*** Form of Agreement Between the U.S. and International
Underwriters.
3.1* Form of Amended and Restated Articles of Incorporation of
Cumulus Media Inc.
3.2* Form of Amended and Restated Bylaws of Cumulus Media Inc.
3.3* Form of Certificate of Designation with respect to Series A
Cumulative Exchangeable Redeemable Preferred Stock Due
2009.
3.4* Form of Class A Common Stock Certificate.
3.5* Form of Series A Preferred Stock Certificate.
10.1* Credit Facility dated March 2, 1998 among Cumulus Media
Inc., Lehman Brothers Inc. and Lehman Commercial Paper
Inc.
10.2* First Amendment, dated May 1, 1998, to the Credit Facility
among Cumulus Media Inc., Lehman Brothers Inc. and Lehman
Commercial Paper.
</TABLE>

II-1
<PAGE> 97
<TABLE>
<S> <C>
10.3* Second Amendment, dated June 24, 1998, to the Credit
Facility among Cumulus Media Inc., Lehman Brothers Inc.
and Lehman Commercial Paper.
10.4*** Third Amendment, dated April 14, 1999, to the Credit
Facility among Cumulus Media Inc., Lehman Brothers Inc.
and Lehman Commercial Paper.
10.5*** Fourth Amendment, dated May 5, 1999, to the Credit Facility
among Cumulus Media Inc., Lehman Brothers Inc. and Lehman
Commercial Paper.
10.6* Form of Indenture between Cumulus Media Inc. and Firstar
Bank of Minnesota, N.A., as Trustee.
10.7* Form of Exchange Debenture Indenture between Cumulus Media
Inc. and U.S. Bank Trust National Association, as Trustee.
10.8* Form of Employment Agreement between Cumulus Media Inc. and
Richard W. Weening.
10.9* Form of Employment Agreement between Cumulus Media Inc. and
Lewis W. Dickey, Jr.
10.10* Employment Agreement between Cumulus Media Inc. and William
M. Bungeroth.
10.11* Employment Agreement between Cumulus Media Inc. and Richard
J. Bonick, Jr.
10.12* Form of Cumulus Media Inc. 1998 Employee Stock Incentive
Plan.
10.13* Form of Cumulus Media Inc. 1998 Executive Stock Incentive
Plan.
10.14* Services Agreement dated May 1, 1998 by and between QUAESTUS
Management Corporation and Cumulus Media Inc.
10.15* Services Agreement dated March 23, 1998 between Stratford
Research, Inc. and Cumulus Media Inc.
21.1** Subsidiaries of the Company.
23.1** Consent of PricewaterhouseCoopers LLP.
24.1** Powers of Attorney, included on page II-4.
</TABLE>

- ---------------
* Incorporated by reference to our Registration Statement on Form S-1 declared
effective on June 26, 1998.

** Filed herewith.

*** To be filed by amendment.

ITEM 17. UNDERTAKINGS.

(a) The Registrant hereby undertakes to provide to the Underwriters at the
closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

(b) 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 foregoing provisions, 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 against
the Registrant 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.

II-2
<PAGE> 98

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act (sec. 230.424(b)(1) or (4) or sec. 230.497(h)) shall be deemed to be
part of this Registration Statement as of the time the Commission declared
it effective.

(2) For purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement for the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(d) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to, and meeting the
requirements of, Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934, and, where interim financial information required to be presented Article
3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

II-3
<PAGE> 99

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant hereby certifies that it has reasonable grounds to believe that it
meets all of the requirements on Form S-3 and 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 21, 1999.

CUMULUS MEDIA INC.

By: /s/ RICHARD W. WEENING

------------------------------------
Richard W. Weening
Executive Chairman

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard W. Weening and Lewis W. Dickey,
Jr. and each of them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or either of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

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:

<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>

/s/ RICHARD W. WEENING Executive Chairman, Treasurer and June 21, 1999
- ------------------------------------------ Director (Principal Executive
Richard W. Weening Officer)

/s/ LEWIS W. DICKEY, JR. Executive Vice Chairman and Director June 21, 1999
- ------------------------------------------
Lewis W. Dickey, Jr.

/s/ WILLIAM M. BUNGEROTH President and Director June 21, 1999
- ------------------------------------------
William M. Bungeroth

/s/ RICHARD J. BONICK, JR. Vice President and Chief Financial June 21, 1999
- ------------------------------------------ Officer (Principal Accounting
Richard J. Bonick, Jr. Officer)

/s/ RALPH B. EVERETT Director June 21, 1999
- ------------------------------------------
Ralph B. Everett

/s/ ROBERT H. SHERIDAN, III Director June 21, 1999
- ------------------------------------------
Robert H. Sheridan, III
</TABLE>

II-4
<PAGE> 100

EXHIBIT INDEX

<TABLE>
<CAPTION>
PAGE
-----
<S> <C> <C>
1.1*** Form of U.S. Underwriting Agreement between the Registrant
and the U.S. Underwriters.................................
1.2*** Form of International Underwriting Agreements between the
Registrant and the International Underwriters.............
1.3*** Form of Agreement Between the U.S. Underwriters and the
International Underwriters................................
3.1* Forum of Amended and Restated Articles of Incorporation of
Cumulus Media Inc. .......................................
3.2* Form of Amended and Restated Bylaws of Cumulus Media Inc....
3.3* Form of Certificate of Designation with respect to Series A
Cumulative Exchangeable Redeemable Preferred Stock Due
2009. ....................................................
3.4* Form of Class A Common Stock Certificate. ..................
3.5* Form of Series A Preferred Stock Certificate. ..............
10.1* Credit Facility dated March 2, 1998 among Cumulus Media
Inc., Lehman Brothers Inc. and Lehman Commercial Paper
Inc. .....................................................
10.2* First Amendment, dated May 1, 1998, to the Credit Facility
among Cumulus Media Inc., Lehman Brothers Inc. and Lehman
Commercial Paper. ........................................
10.3* Second Amendment, dated June 24, 1998, to the Credit
Facility among Cumulus Media Inc., Lehman Brothers Inc.
and Lehman Commercial Paper. .............................
10.4*** Third Amendment, dated April 14, 1999, to the Credit
Facility among Cumulus Media Inc., Lehman Brothers Inc.
and Lehman Commercial Paper. .............................
10.5*** Fourth Amendment, dated May 5, 1999, to the Credit Facility
among Cumulus Media Inc., Lehman Brothers Inc. and Lehman
Commercial Paper. ........................................
10.6* Form of Indenture between Cumulus Media Inc. and Firstar
Bank of Minnesota, N.A., as Trustee.......................
10.7* Form of Exchange Debenture Indenture between Cumulus Media
Inc. and U.S. Bank Trust National Association, as
Trustee...................................................
10.8* Form of Employment Agreement between Cumulus Media Inc. and
Richard W. Weening........................................
10.9* Form of Employment Agreement between Cumulus Media Inc. and
Lewis W. Dickey, Jr. .....................................
10.10* Employment Agreement between Cumulus Media Inc. and William
M. Bungeroth..............................................
10.11* Employment Agreement between Cumulus Media Inc. and Richard
J. Bonick, Jr. ...........................................
10.12* Form of Cumulus Media Inc. 1998 Employee Stock Incentive
Plan......................................................
10.13* Form of Cumulus Media Inc. 1998 Executive Stock Incentive
Plan......................................................
10.14* Services Agreement dated May 1, 1998 by and between QUAESTUS
Management Corporation and Cumulus Media Inc. ............
10.15* Services Agreement dated March 23, 1998 between Stratford
Research, Inc. and Cumulus Media Inc. ....................
21.1** Subsidiaries of the Company.................................
23.1** Consent of PricewaterhouseCoopers LLP.......................
24.1** Powers of Attorney, included on page II-4. .................
</TABLE>

II-5
<PAGE> 101

- ---------------
* Incorporated by reference to our Registration Statement on Form S-1 declared
effective on June 26, 1998.

** Filed herewith.

*** To be filed by amendment.

II-6

<PAGE> 1

Exhibit 21.1

SUBSIDIARIES OF THE COMPANY

All of the following are Nevada corporations:

Cumulus Broadcasting, Inc.
Cumulus Licensing Corp.
Cumulus Wireless Services Inc.
Cumulus Internet Services Inc.
Cumulus Telecommunications Inc.

<PAGE> 1

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 appears 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 the heading "Experts" in such
Registration Statement.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois
June 21, 1999