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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CUMULUS MEDIA INC.
(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
ILLINOIS 4832 36-4159663
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification Number)
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111 EAST KILBOURN AVENUE
SUITE 2700
MILWAUKEE, WI 53202
(414) 615-2800
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
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RICHARD W. WEENING
EXECUTIVE CHAIRMAN
LEWIS W. DICKEY, JR.
EXECUTIVE VICE CHAIRMAN
CUMULUS MEDIA INC.
111 EAST KILBOURN AVENUE
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:
WILLIAM F. SCHWITTER, ESQ. GEORGE R. KROUSE, JR., ESQ.
PAUL, HASTINGS, JANOFSKY & WALKER LLP SIMPSON THACHER & BARTLETT
399 PARK AVENUE 425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10017
(212) 318-6000 (212) 455-2000
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment 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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration No.
333-89825
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
AMOUNT TO BE OFFERING PRICE OFFERING PRICE REGISTRATION
TITLE OF SHARES TO BE REGISTERED REGISTERED PER SHARE (1) (1) FEE
- -------------------------------------------- ------------------ ----------------- ----------------- ----------------
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Class A common stock, par value $0.01 per
share................................... 805,000 shares (2) $39.75 $31,998,750 $8,896
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) Includes 105,000 shares issuable upon exercise of the Underwriters'
over-allotment option.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON
FORM S-3 (FILE NO. 333-89825)
Cumulus Media Inc. (the "Company") hereby incorporates by reference into
this Registration Statement on Form S-3 in its entirety the Registration
Statement on Form S-3 (File No. 333-89825) declared effective on November 18,
1999 by the Securities and Exchange Commission, including each of the documents
filed by the Company with the Commission as exhibits thereto.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on November 19, 1999.
CUMULUS MEDIA, INC.
By: /s/ Richard W. Weening
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Richard W. Weening
Executive Chairman
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE CAPACITY DATE
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/s/ Richard W. Weening Executive Chairman, Treasurer and Director November 19, 1999
- ---------------------------------------- (Principal Executive Officer)
Richard W. Weening
/s/ Richard W. Weening Executive Vice Chairman and Director November 19, 1999
- -----------------------------------------
Lewis W. Dickey, Jr., As
Attorney-In-Fact for
Lewis W. Dickey, Jr.
/s/ Richard W. Weening President and Director November 19, 1999
- -----------------------------------------
William M. Bungeroth, As
Attorney-In-Fact for
William M. Bungeroth
/s/ Richard W. Weening Vice President and Chief Financial Officer November 19, 1999
- ----------------------------------------- (Principal Accounting Officer)
Richard J. Bonick, Jr., As
Attorney-In-Fact for
Richard J. Bonick, Jr.
- ---------------------------------------- Director November , 1999
Ralph B. Everett
/s/ Richard W. Weening Director November 19, 1999
- -----------------------------------------
Robert H. Sheridan, III, As
Attorney-In-Fact for
Robert H. Sheridan, III
- ---------------------------------------- Director November , 1999
Eric Robison
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II-3
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE NO.
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5.1 Opinion of Holleb & Coff as to the validity of the securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Wipfli Ullrich Bertelson LLP.
23.4 Consent of Holleb & Coff (included in Exhibit 5.1).
24.1 Power of Attorney (included in Part II of this Registration Statement).
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EXHIBIT 5.1
November 18, 1999
Cumulus Media Inc.
111 East Kilbourn Avenue, Suite 2700
Milwaukee, WI 53202
Ladies and Gentlemen:
We have acted as special counsel for Cumulus Media Inc., an Illinois
corporation (the "Company") in connection with the Company's Registration
Statement on Form S-3, as amended (the "Registration Statement"), being filed by
the Company under the Securities Act of 1933, as amended, relating to the offer
and sale of up to 805,000 shares (the "Shares") of the Company's Class A common
stock, par value $.01 per share (the "Common Stock"). Of the Shares, 52,500 are
subject to an option granted to the underwriters by the Company and 52,500 are
subject to an option granted to the underwriters by selling shareholders, in
each case to cover over-allotments, if any.
In connection with this letter, we have examined, considered and
relied solely upon the following documents (collectively, the "Documents"): the
Registration Statement; the Company's Amended and Restated Articles of
Incorporation; the Company's Bylaws; certain resolutions of the Company's Board
of Directors; a certificate of the Company's secretary; and such matters of law
as we have considered necessary or appropriate for the expression of the
opinions contained herein.
In rendering the opinions set forth below, we have assumed without
investigation the genuineness of all signatures and the authenticity of all
documents submitted to us as originals, the conformity to authentic original
documents of all documents submitted to us as copies, and the veracity of the
Documents. As to questions of fact material to the opinions hereinafter
expressed, we have relied upon the representations and warranties of the Company
made in the Documents.
Based solely upon and subject to the Documents, and subject to the
qualification set forth below, we are of the opinion that the Shares, when duly
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delivered against payment therefor, as contemplated by the Registration
Statement, will be duly authorized, validly issued, fully paid and
non-assessable.
This opinion letter is limited to the matters stated herein and no
opinions may be implied or inferred beyond the matters expressly stated herein.
The opinions expressed herein are as of the date hereof, and we assume no
obligation to update or supplement such opinions to reflect any facts or
circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus contained in the Registration Statement.
Very truly yours,
/S/ HOLLEB & COFF
HOLLEB & COFF
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 (filed under Rule 462(b) under the Securities Act of 1933,
as amended), 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 hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 (filed under Rule 462(b) under the Securities Act of 1933,
as amended), of our report dated February 28, 1999, except for Note 8 which is
dated September 15, 1999, relating to the financial statements of HMH
Broadcasting, Inc., which appears in the Current Report on Form 8-K of Cumulus
Media Inc. filed November 4, 1999.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 (filed under Rule 462(b) under the Securities Act of 1933,
as amended), of our report dated October 27, 1999 relating to the financial
statements of Cape Fear Broadcasting Company, which appears in the Current
Report on Form 8-K of Cumulus Media Inc. filed November 4, 1999.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 (filed under Rule 462(b) under the Securities Act of 1933,
as amended), of our report dated October 27, 1999 relating to the financial
statements of C.F.Radio, Inc., which appears in the Current Report on Form 8-K
of Cumulus Media Inc. filed November 4, 1999.
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We hereby consent to the incorporation by reference in Registration Statement on
Form S-3 (filed under Rule 462(b) under the Securities Act of 1933, as amended),
of our report dated February 28, 1999 relating to the financial statements of
Coast Radio L.L.C., which appears in the Current Report on Form 8-K of Cumulus
Media Inc. filed November 4, 1999.
We also consent to reference to us under the heading "Experts" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
November 18, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference herein and to the reference to our
firm under the heading "Experts" in the Registration Statement on Form S-3 of
Cumulus Media Inc. dated November 19, 1999, of our report dated April 2, 1999,
except as to note 13, which is as of November 1, 1999, with respect to the
consolidated balance sheet of Calendar Broadcasting, Inc. and subsidiaries as
of December 31, 1998 and the related consolidated statements of operations,
stockholder's equity, and cash flows for the year ended December 31, 1998,
which report appears in the Form 8-K of Cumulus Media Inc. dated November 3,
1999 and, as amended on November 16, 1999.
/s/ KPMG LLP
Short Hills, New Jersey
November 19, 1999
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EXHIBIT 23.3
CONSENT OF INDEPENDENT
PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of Cumulus Media, filed under Rule 462(b) of the
Securities Act of 1933, as amended, of our report dated February 25, 1999
relating to the December 31, 1998 financial statements of Phillips Broadcasting
Company, Inc. which appears in the Current Report on Form 8-K of Cumulus Media
Inc. filed on November 3, 1999 and as amended on November 16, 1999.
/s/ Wipfli Ullrich Bertelson LLP
November 19, 1999
Eau Claire, Wisconsin
