CUMULUS MEDIA INC, 424B4, 1999-11-19

CUMULUS MEDIA INC
424B4, 1999-11-19
RADIO BROADCASTING STATIONS

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<PAGE> 1
Filed pursuant to Rule 424(b)(4)
Registration No. 333-89825

PROSPECTUS

4,700,000 Shares

cumulus logo
CLASS A COMMON STOCK
------------------------
WE ARE OFFERING 3,700,000 SHARES OF OUR CLASS A COMMON STOCK AND THE SELLING
SHAREHOLDERS ARE SELLING 1,000,000 SHARES OF OUR CLASS A COMMON STOCK.

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

CUMULUS MEDIA INC.'S CLASS A COMMON STOCK IS LISTED ON THE NASDAQ NATIONAL
MARKET UNDER THE SYMBOL "CMLS." ON NOVEMBER 18, 1999, THE REPORTED LAST SALE
PRICE OF THE CLASS A COMMON STOCK ON THE NASDAQ NATIONAL MARKET WAS $40 PER
SHARE.

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

INVESTING IN THE CLASS A COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 14.
------------------------

PRICE $39 A SHARE
------------------------

<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS CUMULUS SHAREHOLDERS
-------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
Per Share................ $39.00 $1.95 $37.05 $37.05
Total.................... $183,300,000 $9,165,000 $137,085,000 $37,050,000
</TABLE>

We and the selling shareholders have granted the underwriters the right to
purchase up to an additional 705,000 shares to cover over-allotments.

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.

Morgan Stanley & Co. Incorporated expects to deliver the shares to purchasers on
November 24, 1999.

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

MORGAN STANLEY DEAN WITTER
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
PRUDENTIAL SECURITIES
LEHMAN BROTHERS
BANC OF AMERICA SECURITIES LLC
November 18, 1999
<PAGE> 2

2 PAGE GATE FOLD

Cover page of gate fold: collage of logos of radio stations owned by us.
<PAGE> 3

Inside of gate fold: U.S. map and to the bottom right a Caribbean map
showing the locations of our radio stations.
<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 5
Risk Factors.......................... 14
Use of Proceeds....................... 23
Class A Common Stock Price Range and
Dividends........................... 23
Dividend Policy....................... 23
Capitalization........................ 24
Unaudited Pro Forma Financial
Statements.......................... 25
Selected Historical Financial Data.... 37
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 39
Business.............................. 46
Management............................ 65
</TABLE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Certain Relationships and Related
Transactions........................ 71
Principal and Selling Shareholders.... 72
Description of Capital Stock.......... 74
Description of Certain Indebtedness... 81
Shares Eligible for Future Sale....... 84
Underwriters.......................... 85
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> 5

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 1998-1999.

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 1999 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> 6

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 211 stations in 44 U.S. markets. We also provide sales and
marketing services under LMAs (pending FCC approval of acquisition) to 46
stations in 19 U.S. markets. We are the third largest radio broadcasting company
in the U.S. based on number of stations and believe we will be the second
largest such company following completion of the acquisition of AMFM, Inc. by
Clear Channel Communications, Inc. We believe we are the eighth largest radio
broadcasting company in the U.S. based on 1998 pro forma net revenues and
believe we will be the seventh largest such company following completion of
Clear Channel's acquisition of AMFM. We will own and operate a total of 264
radio stations (186 FM and 78 AM) in 49 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 nine months ended September 30,
1999, we had net revenues of $125.7 million and broadcast cash flow of $35.7
million. After giving pro forma effect to the transactions described in the
unaudited pro forma financial statements, we would have had net revenues of
$153.9 million and broadcast cash flow of $42.4 million for the nine months
ended September 30, 1999.

We believe that the attractive operating characteristics of mid-size
markets, which we define as markets constituting Metropolitan Statistical Areas
100-276 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

5
<PAGE> 7

20 years of experience in the radio broadcasting industry. Mr. Bungeroth has
developed an expertise in increasing revenues at stations under his management.

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 November 18, 1999 with respect to our stations
in these regions, including stations for which we currently provide programming
and sell advertising under LMAs (seven 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........................... 252 2 36.6% 4 2 1 -- 5 2
Augusta, GA.......................... 114 1 25.7%% 5 3 1 -- 6 3
Chattanooga, TN...................... 104 1 30.0% 4 1 -- -- 4 1
Columbus, GA......................... 169 1 35.6% 4 2 1 1 5 3
Columbus-Starkville, MS.............. 247 1 -- -- -- 4 3 4 3
Fayetteville, NC..................... 126 2 19.2% -- -- 3 1 3 1
Florence, SC......................... 198 2 43.2% 6 3 1 -- 7 3
Greenville-New Bern-Jacksonville,
NC................................. 81 4 3.8% 2 -- -- -- 2 --
Laurel-Hattiesburg, MS............... 208 2 30.6% 2 1 3 1 5 2
Lexington-Fayette, KY................ 106 1 28.4% 4 1 -- -- 4 1
Mobile, AL........................... 88 2 29.5% 2 1 2 1 4 2
Montgomery, AL....................... 142 1 33.9% 2 2 2 1 4 3
Muscle Shoals, AL.................... 240 1 -- 2 1 1 1 3 2
Myrtle Beach, SC..................... 173 2 20.7% 5 1 -- -- 5 1
Pensacola, FL........................ 121 2 8.6% -- -- 1 1 1 1
Salisbury-Ocean City, MD............. 150 1 24.7% 6 2 -- -- 6 2
Savannah, GA......................... 154 2 40.3% 5 2 -- -- 5 2
Tallahassee, FL...................... 159 1 38.2% 3 1 1 -- 4 1
Tupelo, MS........................... 178 1 23.4% 2 2 1 -- 3 2
Wilmington, NC....................... 175 2 33.8% 2 1 2 -- 4 1
MIDWEST REGION
Ann Arbor, MI........................ 145 1 6.3% 2 2 -- -- 2 2
Appleton-Oshkosh, WI................. 134 3 19.0% 2 2 -- -- 2 2
Bismarck, ND......................... 265 1 56.7% 3 1 1 2 4 3
Dubuque, IA.......................... 220 2 34.7% 4 1 -- -- 4 1
Eau Claire, WI....................... 231 2 32.8% 4 2 -- -- 4 2
Faribault-Owatonna-Waseca, MN........ N/A 1 -- 4 4 -- -- 4 4
Green Bay, WI........................ 183 2 24.3% 3 -- 1 1 4 1
Kalamazoo, MI........................ 176 1 27.1% 2 1 -- -- 2 1
Mankato-New Ulm-St. Peter, MN........ 255 1 -- 4 2 -- -- 4 2
Marion-Carbondale, IL................ 213 1 28.8% 4 2 -- -- 4 2
Mason City, IA....................... 269 1 -- 5 2 -- -- 5 2
Monroe, MI........................... N/A 1 -- 1 -- -- -- 1 --
Rochester, MN........................ 229 1 -- 2 2 -- -- 2 2
Toledo, OH........................... 79 1 35.5% 4 2 1 -- 5 2
Topeka, KS........................... 181 2 35.4% 2 2 2 -- 4 2
</TABLE>

6
<PAGE> 8

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 licenses for FM
signals 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 coverages and that are diversified in format to provide a broad
range of target audiences for advertisers.

INTEGRATION OF ACQUIRED BUSINESSES

Through our 101 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;

7
<PAGE> 9

- 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.

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 print media and
television.

- ORGANIZE MARKETS IN ADVERTISER REGIONS. Our markets are located
primarily 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.

8
<PAGE> 10

OUR PENDING ACQUISITIONS

We have entered into letters of intent with potential sellers of radio
stations and we are currently a party to nine letters of intent. 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.

9
<PAGE> 11

THE OFFERING

Class A common stock offered
by Cumulus.................... 3,700,000 shares

Class A common stock offered
by the selling shareholders... 1,000,000 shares

--------------------------------------------
Total.................... 4,700,000 shares(1)
--------------------------------------------
--------------------------------------------

Common stock outstanding after
this offering:

Class A common stock........ 25,716,363 shares(1)(2)

Class B common stock........ 6,856,593 shares(1)(2)

Class C common stock........ 2,151,277 shares
--------------------------------------------
Total.................... 34,724,233 shares
--------------------------------------------
--------------------------------------------

Over-allotment option......... 352,500 shares of Class A common stock to be
issued by Cumulus and 352,500 shares of Class A
common stock to be sold by the selling
shareholders.

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............... The net proceeds of this offering will be used
to fund the completion of a portion of our
pending acquisitions. We anticipate funding the
completion of our remaining pending
acquisitions with cash on hand. See "Use of
Proceeds".

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 by Cumulus or the possible sale of additional
shares of Class A common stock by the selling shareholders to the
underwriters pursuant to their right to purchase additional shares to cover
their over-allotments.

(2) Reflects the conversion of 1,000,000 shares of Class B common stock to
shares of Class A common stock by the selling shareholders immediately prior
to this offering and the sale of such shares of Class A common stock by the
selling shareholders in this offering.

10
<PAGE> 12

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.

11
<PAGE> 13

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 nine months ended September 30, 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
nine months ended September 30, 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, our July 1999 offering of our Class A
common 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 credit facility as if such transactions
had occurred on January 1, 1998. The pro forma balance sheet data as of
September 30, 1999, give effect to this offering, the redemption of a portion of
our Series A preferred stock and the completion of our pending acquisitions and
acquisitions completed after September 30, 1999, as if such transactions had
occurred on September 30, 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, NINE MONTHS ENDED SEPTEMBER 30,
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 DATA)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Net revenues.............. $ 9,163 $ 98,787 $188,646 $ 63,125 $ 125,732 $153,896
Station operating expenses
excluding depreciation
and amortization........ 7,147 72,154 141,960 47,236 90,049 111,542
Depreciation and
amortization............ 1,671 19,584 46,358 12,976 26,270 31,745
Corporate general and
administrative
expenses................ 1,276 5,607 10,595 3,895 5,150 7,885
Non-cash stock
compensation expense.... 1,689 -- -- -- -- --
------- -------- -------- --------- --------- --------
Operating income (loss)... (2,620) 1,442 (10,267) (982) 4,263 2,724
Net interest expense...... 837 13,178 28,580 7,960 17,308 21,436
Net loss before
extraordinary item...... (3,578) (11,864) (38,924) (8,966) (12,446) (18,286)
Basic and diluted loss per
common share............ $ (.31) $ (1.70) $ (1.46) $ (1.02) $ (1.19) $ (.81)
</TABLE>

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<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, NINE MONTHS ENDED SEPTEMBER 30,
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 DATA)
<S> <C> <C> <C> <C> <C> <C>
OTHER FINANCIAL DATA:
Broadcast cash flow(2).... $ 2,016 $ 26,633 $ 46,686 $ 15,889 $ 35,683 $ 42,354
Broadcast cash flow
margin(2)............... 22.0% 27.0% 24.7% 25.2% 28.4% 27.5%
EBITDA(2)................. $ 740 $ 21,026 $ 36,091 $ 11,994 $ 30,533 $ 34,469
Net cash provided by (used
in) operating
activities.............. (1,887) (4,653) 7,434 (4,937) (19,289) 13,322
Net cash used in investing
activities.............. 95,100 351,025 (8,739) (335,855) (120,646) (13,518)
Net cash provided by
financing activities.... 98,560 378,990 1,305 379,398 317,199 196
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31, AS OF SEPTEMBER 30,
-------------------- ---------------------------
PRO FORMA
AS ADJUSTED
1997 1998 1999 1999
-------- -------- ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets................................ $110,441 $517,631 $823,015 $919,717
Long-term debt, including current portion... 42,801 222,767 285,252 285,252
Preferred stock subject to mandatory
redemption................................ 13,426 133,741 147,986 102,732
Total stockholders' equity.................. 49,976 125,135 357,297 487,116
</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.

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<PAGE> 15

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,
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, 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. In
addition, the FCC has asserted the authority to review levels of local radio
market concentration as part of its acquisition approval process, even where
proposed assignments would comply with the numerical limits on local radio
station ownership in the FCC's rules and the Telecom Act. 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 Topeka, Kansas. 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 currently has two pending
investigations regarding our acquisitions of up to seven stations in two
markets. These investigations could result in our inability to acquire or retain
one or more of these stations in either or both markets. 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
14
<PAGE> 16

that our operating and 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 264
radio stations in 49 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 approximately 11.0% of net revenues and
approximately 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 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
$27.3 million for the year ended December 31, 1998 and $26.7 million for the
nine months ended September 30, 1999. On a pro forma basis, net loss before
extraordinary item attributable to common stockholders for the year ended
December 31, 1998 and the nine months ended September 30, 1999 would have been
$50.7 million and $28.2 million, respectively.

15
<PAGE> 17

Additional losses can be expected to continue while we pursue our strategy of
acquiring and developing radio stations.

SIGNIFICANT CAPITAL REQUIREMENTS -- WE WILL REQUIRE SIGNIFICANT CAPITAL TO
CONSUMMATE OUR PENDING ACQUISITIONS.

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 second quarter of 2000 to be $171.1
million. We expect that the proceeds from this offering and cash on hand will
provide sufficient funds for us to complete our pending acquisitions. 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 September 30, 1999, after giving effect to this
offering, the July 1999 offering of our Class A common stock, the completion of
our pending acquisitions, our acquisitions completed after September 30, 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 credit facility, we would have had outstanding
consolidated long-term indebtedness (including current portion) of approximately
$285.3 million, preferred stock subject to mandatory redemption of approximately
$102.7 million and stockholders' equity of approximately $487.1 million. See
"Capitalization." Subject to certain significant exceptions, our 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 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 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 credit facility, indenture,
certificate of designation and exchange debenture indenture limit our
ability to pay dividends and make other distributions to our
shareholders.

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

16
<PAGE> 18

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 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 credit facility, indenture, certificate of designation and
exchange debenture indenture also restrict our ability to incur liens or to sell
certain assets. Our 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 credit
facility, indenture, certificate of designation and/or exchange debenture
indenture. If an event of default under our credit facility occurs, then our
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 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
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 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 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;

17
<PAGE> 19

- 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 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 Communications Act of 1934 requires prior FCC 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, and FCC rules impose limitations on non-U.S. ownership and
voting of our capital stock. The Telecom Act creates 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.
18
<PAGE> 20

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.

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. For
example, the FCC has recently indicated it may propose new rules to define a
"market" for purposes of the local radio station ownership limits in the Telecom
Act and the FCC's multiple ownership rules, which if adopted potentially could
reduce the number of stations that Cumulus would be allowed to acquire in some
markets. 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 six 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, and/or could
propose changes in its existing rules that may reduce the number of stations
that we would be permitted to acquire in some markets, 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, as well as FCC staff requests for
additional information. 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."

CONTROLLING SHAREHOLDERS -- CERTAIN SHAREHOLDERS WILL CONTROL OR HAVE THE
ABILITY TO EXERT SIGNIFICANT INFLUENCE OVER 46.8% 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 QUAESTUS Partner Fund,
and DBBC of Georgia, LLC,
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<PAGE> 21

respectively, an aggregate of 1.4% of the outstanding Class A common stock and
29.3% of the outstanding Class C common stock. In addition, as a result of their
equity interests in CML Holdings, LLC, Messrs. Weening and Dickey have the
ability to exert significant influence over the policies and operations of CML
Holdings, LLC, which upon the consummation of the offering, will own 0.8% of the
outstanding Class A common stock and 70.8% of the outstanding Class C common
stock. Each share of Class C common stock, subject to certain exceptions,
entitles its holder to ten votes. As a result, were their interests to be
combined, Messrs. Weening and Dickey collectively would control, or have the
ability to exert significant influence over a total of 46.8% of the aggregate
voting power of our capital stock. Consequently, they will have the ability to
exert significant influence over the policies and 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 and Selling 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 three separate recent system evaluations, the most recent of which
was completed in early October 1999, as well as 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.

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 noncompliance by external agents is not
determinable. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Year 2000 Risk."

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<PAGE> 22

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 our
business, results of operations or financial condition. We 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 are in the process of arranging 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.

THE PUBLIC MARKET FOR OUR CLASS A COMMON STOCK MAY BE VOLATILE.

We cannot assure you that the market price of our Class A common stock will
not decline, and the market price could be subject to wide fluctuations in
response to such factors as:

- actual or anticipated variations in our quarterly operating results,

- announcements of new product or service offerings,

- technological innovations,

- competitive developments,

- changes in financial estimates by securities analysts,

- conditions and trends in the radio broadcasting industry,

- adoption of new accounting standards affecting the radio broadcasting
industry, and

- general market conditions and other factors.

Further, the stock markets, and in particular the Nasdaq National Market,
have experienced extreme price and volume fluctuations that have particularly
affected the market prices of equity securities of many technology and media
companies and have often been unrelated or disproportionate to the operating
performance of such companies. In addition, general economic, political and
market conditions such as recessions, interest rates or international currency
fluctuations, may adversely affect the market price of our Class A common stock.

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 25,716,363
shares of Class A common stock, 6,856,593 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 2,114,309 shares of Class A common stock and 3,001,380
shares of Class C common stock. Of these shares, 24,386,795 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.

Each of Cumulus, our directors and executive officers and the selling
shareholders has 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 B common
stock and the Class C common stock) for a period of 90 days after the date of
this prospectus without the prior written consent of
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<PAGE> 23

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 credit
facility, indenture, certificate of designation and exchange debenture indenture
restrict our ability to pay dividends. See "Dividend Policy."

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<PAGE> 24

USE OF PROCEEDS

We intend to use the proceeds from this offering to fund the completion of
a portion of our pending acquisitions and pay related fees and expenses. We
anticipate funding the completion of our remaining pending acquisitions with
cash on hand. The following table presents the sources and uses of funds, giving
effect to this offering, the completion of our pending acquisitions and
acquisitions completed after September 30, 1999, the repayment of all
indebtedness outstanding under our old credit facility and borrowings under our
credit facility as if such transactions had occurred as of September 30, 1999:

<TABLE>
<CAPTION>
(IN THOUSANDS)
--------------
<S> <C>
SOURCES OF FUNDS:
Class A common stock offered.............................. $144,300(1)
Cash on hand.............................................. 30,835
Escrow funds.............................................. 4,425
--------
$179,560
========
USES OF FUNDS:
Purchase price of pending acquisitions.................... $171,095
Fees and expenses related to this offering................ 8,465
--------
$179,560
========
</TABLE>

- ------------
(1) $158.0 million if the underwriters' right to purchase shares to cover
over-allotments is exercised in full.

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.

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>
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............................................ 21.88 13.25
Third Quarter............................................. 32.69 20.00
Fourth Quarter (through November 18)...................... 42.19 29.25
</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 November 18, 1999, there were approximately 36 holders of record
of Cumulus' Class A common stock.

DIVIDEND POLICY

23
<PAGE> 25

CAPITALIZATION

The following table sets forth our cash and cash equivalents and
capitalization as of September 30, 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 September 30, 1999, and
the redemption of a portion of our Series A preferred stock. 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 SEPTEMBER 30, 1999
-------------------------
PRO FORMA
AS
ACTUAL ADJUSTED
---------- -----------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
Cash and cash equivalents................................... $202,149 $ 82,658
======== ========
Long-term debt, including current maturities:
Credit facility............................................. 125,000 125,000
Senior subordinated notes................................... 160,000 160,000
Other long-term debt........................................ 252 252
-------- --------
Total long-term debt.............................. 285,252 285,252
-------- --------
Series A preferred stock.................................... 147,986 102,732
-------- --------
Stockholders' equity:
Class A common stock, par value $.01 per share; 50,000,000
shares authorized; 21,013,283 shares outstanding (actual);
25,713,283 shares outstanding (pro forma as adjusted)..... 210 257
Class B common stock, par value $.01 per share; 20,000,000
shares authorized; 7,856,593 shares outstanding (actual);
6,856,593 (pro forma as adjusted)......................... 79 69
Class C common stock, par value $.01 per share; 30,000,000
shares authorized; 2,151,277 shares outstanding (actual
and pro forma as adjusted)................................ 22 22
Additional paid-in-capital (actual and pro forma as
adjusted)................................................. 386,706 516,488
Accumulated deficit and comprehensive income................ (29,720) (29,720)
-------- --------
Total stockholders' equity........................ 357,297 487,116
-------- --------
Total capitalization........................................ $790,535 $875,100
======== ========
</TABLE>

24
<PAGE> 26

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 nine months ended
September 30, 1999 and the balance sheet as of September 30, 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 nine months ended September 30, 1999 give effect to:

- this offering,

- the July 1999 offering of our Class A common stock,

- 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 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 nine months ended September 30, 1999 includes the effect of our
acquisitions completed after September 30, 1999.

The pro forma balance sheet as of September 30, 1999 gives effect to:

- the conversion of 1,000,000 shares of Class B common stock owned by the
selling shareholders to shares of Class A common stock prior to this
offering,

- this offering,

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

- the completion of our pending acquisitions and acquisitions completed
after September 30, 1999,

in each case as if such transactions had occurred on September 30, 1999.

The information set forth under the heading "Pro Forma Adjustments for the
1999 Subsequent Acquisitions" includes the effect of our acquisitions completed
after September 30, 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
25
<PAGE> 27

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.

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."

26
<PAGE> 28

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 (A)+(B)+(C)+
CUMULUS (D) = (E)
(B) HISTORICAL PRO FORMA AS
PRO FORMA (C) AND THE ADJUSTED FOR
(A) ADJUSTMENTS 1999 1999 THE 1999
CUMULUS FOR CUMULUS COMPLETED COMPLETED COMPLETED
HISTORICAL HISTORICAL(1)(2) ACQUISITIONS(3) ACQUISITIONS ACQUISITIONS
---------- ---------------- --------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.................................. $108,172 $29,250 $32,304 $ -- $169,726
Less: agency commissions.................. (9,385) (1,934) (1,815) -- (13,134)
-------- ------- ------- -------- --------
Net revenues.............................. 98,787 27,316 30,489 -- 156,592
Station operating expenses excluding
depreciation and amortization............ 72,154 20,973 22,019 -- 115,146
Depreciation and amortization............. 19,584 3,772 4,794 8,015(4) 36,165
Corporate general and administrative
expenses................................. 5,607 1,395 1,116 -- 8,118
-------- ------- ------- -------- --------
Operating income (loss)................... 1,442 1,176 2,560 (8,015) (2,837)
Interest expense.......................... (15,551) (2,950) (3,482) (5,400)(5) (27,383)
Interest income........................... 2,373 -- -- (2,173)(6) 200
Gain (loss) on sale of assets............. -- 21,249 (72) (21,177)(7) --
Other income (expense).................... (2) (182) (129) -- (313)
-------- ------- ------- -------- --------
Income (loss) before income taxes......... (11,738) 19,293 (1,123) (36,765) (30,333)
Income tax (expense) benefit.............. (126) (86) (24) -- (236)
-------- ------- ------- -------- --------
Net income (loss) before extraordinary
item..................................... (11,864) 19,207 (1,147) (36,765) (30,569)
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 $(1,147) $(41,268) $(48,663)
======== ======= ======= ======== ========

(E)+(F)=(G)
(F) PRO FORMA AS (I)
PRO FORMA ADJUSTED FOR THE PRO FORMA
ADJUSTMENTS 1999 COMPLETED ADJUSTMENTS
FOR THE ACQUISITIONS, FOR THE PENDING
COMPLETED THE COMPLETED ACQUISITIONS
OFFERING OFFERING AND (H) AND THE (G)+(H)+(I)=(J)
AND THE THE CREDIT PENDING CURRENT PRO FORMA
CREDIT FACILITY FACILITY ACQUISITIONS OFFERING AS ADJUSTED(1)
--------------- ---------------- ------------ --------------- ---------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.................................. $ -- $169,726 $34,883 $ -- $204,609
Less: agency commissions.................. -- (13,134) (2,829) -- (15,963)
------- -------- ------- ------- --------
Net revenues.............................. -- 156,592 32,054 -- 188,646
Station operating expenses excluding
depreciation and amortization............ -- 115,146 26,814 141,960
Depreciation and amortization............. -- 36,165 3,098 7,095(4) 46,358
Corporate general and administrative
expenses................................. -- 8,118 2,477 -- 10,595
------- -------- ------- ------- --------
Operating income (loss)................... -- (2,837) (335) (7,095) (10,267)
Interest expense.......................... (1,397)(9) (28,780) (1,235) 1,235(11) (28,780)
Interest income........................... -- 200 -- 200
Gain (loss) on sale of assets............. -- -- 1,081 (1,081)(12) --
Other income (expense).................... -- (313) 455 142
------- -------- ------- ------- --------
Income (loss) before income taxes......... (1,397) (31,730) (34) (6,941) (38,705)
Income tax (expense) benefit.............. -- (236) 17 -- (219)
------- -------- ------- ------- --------
Net income (loss) before extraordinary
item..................................... (1,397) (31,966) (17) (6,941) (38,924)
Preferred stock dividends and accretion of
discount................................. 6,333(10) (11,761) -- -- (11,761)
------- -------- ------- ------- --------
Net income (loss) before extraordinary
item attributable to common
stockholders............................. $ 4,936 $(43,727) $ (17) $(6,941) $(50,685)
======= ======== ======= ======= ========
</TABLE>

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

27
<PAGE> 29

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 $10,940 and amortization
expense is $35,418 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 $114,450 indebtedness under the old credit
facility at 8.5%........................................... $ 9,728
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.......... 668
--------
Total interest expense....................................... 27,383
Less: historical interest recorded by us and the businesses
acquired in connection with our completed acquisitions..... (21,983)
--------
Net adjustment............................................ $ 5,400
========
</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 recorded to eliminate the net non-recurring gains (losses) on
the sale of assets recorded by Crystal Radio Group, Inc., Midland
Broadcasting, Inc., and Savannah Communications L.P., combined with an
adjustment recorded to eliminate the net non-recurring loss recognized by
Calendar Broadcasting, Inc. and subsidiaries. The non recurring gain was
recognized by Crystal Radio Group, Inc., Midland Broadcasting, Inc., and
Savannah Communications L.P. upon sale of assets 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.

28
<PAGE> 30

<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>

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

<TABLE>
<S> <C> <C>
Sources of funds from Completed Offering and Credit
Facility:
Amount financed by the credit facility ($125,000 to Cumulus
net of fees of $4,000)...................................... $121,000
Class A common stock offered ($268,116 to Cumulus net of
fees of $14,656)....................................... 253,460
--------
Total.................................................. $374,460
========
Uses of funds:
Repayment of the old credit facility...................... $ 62,500
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........................................... 262,194
--------
Total................................................ $374,460
========
Interest on the $125,000 indebtedness under the credit
facility at 8.50%......................................... $ 10,625
Interest on our senior subordinated notes at 10.375%........ 16,600
Annual amortization of $7,102 in deferred transaction costs
associated with the old and new credit facilities over
eight years............................................... 887
Annual amortization of $6,689 in debt issue costs associated
with our senior subordinated notes over ten years......... 668
--------
Total interest expense................................. 28,780
Less: interest expense recorded pro forma as adjusted
for the 1999 completed acquisitions.................. (27,383)
--------
Net adjustment......................................... $ 1,397
========
</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>
Annual dividend on $81,250 Series A preferred stock at
13.75%...................................................... $ 11,761
Less: pro forma dividend as adjusted for the 1999 completed
acquisitions.............................................. (18,094)
--------
Net adjustment.............................................. $ 6,333
========
</TABLE>

(11) Adjustment to reflect the elimination of $1,235 of interest expense
recorded by sellers related to debt which was not assumed by Cumulus.

(12) Adjustment recorded to eliminate the net non-recurring gains (losses) on
the sale of assets recorded by Anderson Broadcasting Company, combined
with an adjustment recorded to eliminate the net non-recurring gain
recognized by Savannah Valley Broadcasting Radio Properties. The
non-recurring gain

29
<PAGE> 31

was recognized by Savannah Valley Broadcasting Radio Properties upon the sale of
assets not acquired by us.

Sources of funds from Current Offering:

<TABLE>
<S> <C>
Class A common stock offered ($144,300 to Cumulus net of
fees of $8,465)........................................ $135,835
Escrow funds.............................................. 4,425
--------
Total.................................................. $140,260
========
Uses of funds:
Purchase price of the pending acquisitions................ $171,095
Decrease in cash on hand.................................. (30,835)
--------
Total.................................................. $140,260
========
</TABLE>

The floating interest rate used to calculate pro forma interest expense on
the credit facility is eight and one half percent (8.50%). The rate on the
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 credit facility results in a $156 increase or decrease in
the pro forma interest expense for the twelve months ended December 31, 1998.

Upon the consummation of the preferred stock redemption on October 1, 1999,
we will record a redemption premium of $6,016 on the redemption of $43,750
Series A preferred stock in the fourth quarter of 1999.

30
<PAGE> 32

CUMULUS MEDIA INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>

(D)
PRO FORMA (A)+(B)+(C)+
(B) ADJUSTMENTS (D)=(E)
PRO FORMA (C) FOR CUMULUS PRO FORMA AS
(A) ADJUSTMENTS 1999 HISTORICAL AND THE ADJUSTED FOR THE
CUMULUS FOR CUMULUS SUBSEQUENT 1999 COMPLETED 1999 COMPLETED
HISTORICAL HISTORICAL(1)(2) ACQUISITIONS(3) ACQUISITIONS ACQUISITIONS
---------- ---------------- --------------- ------------------ ----------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues......................... $136,341 $ 4,672 $ 6,466 $ -- $147,479
Less: agency commissions......... (10,609) (351) (687) -- (11,647)
-------- --------- ------- -------- --------
Net revenues..................... 125,732 4,321 5,779 -- 135,832
Station operating expenses
excluding depreciation and
amortization................... 90,049 3,524 3,710 -- 97,283
Depreciation and amortization.... 26,270 371 1,099 (3,642)(4) 24,098
Corporate general and
administrative expenses........ 5,150 352 733 -- 6,235
-------- --------- ------- -------- --------
Operating income (loss).......... 4,263 74 237 3,642 8,216
Interest expense................. (19,362) (933) (1,078) 1,276(5) (20,097)
Interest income.................. 2,054 -- -- (1,904)(6) 150
Gain (loss) on sale of asset..... -- 29,585 -- (29,585)(7) --
Other income (expense)........... 759 (51) -- -- 708
-------- --------- ------- -------- --------
Income (loss) before income
taxes.......................... (12,286) 28,675 (841) (26,571) (11,023)
Income tax (expense) benefit..... (160) -- -- -- (160)
-------- --------- ------- -------- --------
Net income (loss) before
extraordinary item............. (12,446) 28,675 (841) (26,571) (11,183)
Preferred stock dividends........ (14,245) -- -- --(8) (14,245)
-------- --------- ------- -------- --------
Net income (loss) before
extraordinary item attributable
to common stockholders......... (26,691) 28,675 (841) (26,571) (25,428)
======== ========= ======= ======== ========

<CAPTION>
(E)+(F)=(G)
PRO FORMA AS (I)
(F) ADJUSTED FOR PRO FORMA
PRO FORMA THE 1999 ADJUSTMENTS
ADJUSTMENTS COMPLETED FOR THE
FOR THE ACQUISITIONS, PENDING
COMPLETED THE COMPLETED ACQUISITIONS
OFFERING OFFERING AND (H) AND THE (G)+(H)+(I)= (J)
AND THE THE CREDIT PENDING CURRENT PRO FORMA
CREDIT FACILITY FACILITY ACQUISITIONS OFFERING COMBINED(1)
--------------- ------------- ------------ ------------ ----------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues......................... $ -- $147,479 $19,667 $ $167,146
Less: agency commissions......... -- (11,647) (1,603) -- (13,250)
------ -------- ------- ------- --------
Net revenues..................... -- 135,832 18,064 -- 153,896
Station operating expenses
excluding depreciation and
amortization................... -- 97,283 14,259 111,542
Depreciation and amortization.... -- 24,098 1,463 6,184(4) 31,745
Corporate general and
administrative expenses........ -- 6,235 1,650 -- 7,885
------ -------- ------- ------- --------
Operating income (loss).......... -- 8,216 692 (6,184) 2,724
Interest expense................. (1,489)(9) (21,586) (890) 890(11) (21,586)
Interest income.................. -- 150 -- -- 150
Gain (loss) on sale of asset..... -- -- 40 (40)(12) --
Other income (expense)........... -- 708 (122) -- 586
------ -------- ------- ------- --------
Income (loss) before income
taxes.......................... (1,489) (12,512) (280) (5,334) (18,126)
Income tax (expense) benefit..... -- (160) -- -- (160)
------ -------- ------- ------- --------
Net income (loss) before
extraordinary item............. (1,489) (12,672) (280) (5,334) (18,286)
Preferred stock dividends........ 4,320(10) (9,925) -- -- (9,925)
------ -------- ------- ------- --------
Net income (loss) before
extraordinary item attributable
to common stockholders......... 2,831 (22,597) (280) (5,334) (28,211)
====== ======== ======= ======= ========
</TABLE>

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

31
<PAGE> 33

NOTES TO THE UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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 nine months of 1999 for the period from January 1, 1999 through the
date the stations were acquired by us.

(3) Reflects the historical revenues and expenses of stations acquired by us
after September 30, 1999 for the period from January 1, 1999 through
September 30, 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 $7,409 and amortization expense
is $24,336 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>
Nine months of interest on the $107,537 indebtedness under
the old credit facility at 8.5%........................... $ 6,854
Nine months of interest on our senior subordinated notes at
10.375%..................................................... 12,450
Nine months of amortization of $3,102 in transaction costs
associated with the old credit facility over eight
years..................................................... 291
Nine months of amortization of $6,689 in debt issue costs
associated with our senior subordinated notes over ten
years..................................................... 502
--------
Total interest expense................................. 20,097
Less: historical interest recorded by us and the
businesses acquired in connection with our completed
acquisitions.......................................... (21,373)
--------
Net adjustment......................................... $ (1,276)
========
</TABLE>

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

(7) Adjustment recorded to eliminate the non-recurring gain on sale of assets
recorded by HMH Broadcasting Inc. on the 1999 sales of radio stations to us.

<TABLE>
<S> <C>
Accretion of Series A preferred stock dividend (compounded
quarterly at 13.75%)...................................... $ 14,245
Less: historical dividends recorded by us.................. (14,245)
--------
Net adjustment.............................................. $ 0
========
</TABLE>

32
<PAGE> 34

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

<TABLE>
<S> <C> <C>
Sources of funds:
Amount financed by the credit facility ($125,000 to Cumulus
net of fees of $4,000)...................................... $121,000
Class A common stock offered ($268,116 to Cumulus net of
fees of $14,656)....................................... 253,460
--------
Total................................................ $374,460
========
Uses of funds:
Repayment of the old credit facility...................... $107,537
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.............................................. $217,157
--------
Total................................................ $374,460
========
Nine months interest on the $125,000 indebtedness under the
credit facility at 8.50%.................................. 7,968
Nine months interest on our senior subordinated notes at
10.375%................................................... 12,450
Nine months amortization of $7,102 in deferred transaction
costs associated with the old and current credit
facilities over eight years............................... 666
Nine months amortization of $6,689 in debt issue costs
associated with our senior subordinated notes over ten
years..................................................... 502
--------
Total interest expense................................. 21,586
Less: interest expense recorded pro forma as adjusted
for our completed acquisitions....................... (20,097)
--------
Net adjustment......................................... $ 1,489
========
</TABLE>

(10) Adjustment to reflect the redemption of 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
Nine months dividend on $93,011 Series A preferred stock
at 13.75%.............................................. (9,925)
Less: pro forma dividend as adjusted for the 1999
subsequent acquisitions................................ (14,245)
--------
Net adjustment............................................ $ 4,320
========
</TABLE>

(11) Adjustment to reflect the elimination of $890 of interest expense recorded
by sellers related to debt which was not assumed by Cumulus.

33
<PAGE> 35

(12) Adjustment recorded to eliminate the non-recurring gain on the sale of
assets recorded by Centroplex Communications Inc.

<TABLE>
<S> <C>
Sources of funds:
Class A common stock offered ($144,300 to Cumulus net of
fees of $8,465)............................................. $135,835
Escrow funds.............................................. 4,425
--------
Total.................................................. $140,260
========
Uses of funds:
Purchase price of the pending acquisitions............. $171,095
Decrease in cash on hand............................. (30,835)
--------
Total................................................ $140,260
========
</TABLE>

The floating interest rate used to calculate pro forma interest expense on
the credit facility is eight and one half percent (8.50%). The rate on the
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 credit facility results in a $117 increase or decrease in
the pro forma interest expense for the nine months ended September 30, 1999.

Upon the consummation of the Series A preferred stock redemption on October
1, 1999, we will record a redemption premium of $6,016 on the redemption of
$43,750 Series A preferred stock in the fourth quarter of 1999.

34
<PAGE> 36

CUMULUS MEDIA INC.

UNAUDITED PRO FORMA BALANCE SHEET
AS OF SEPTEMBER 30, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
(B) (A)+(B)+(C)=(D)
PRO FORMA (C) PRO FORMA AS
ADJUSTMENTS PRO FORMA ADJUSTED FOR THE (E)
FOR ADJUSTMENTS SERIES A PREFERRED PRO FORMA
(A) THE SERIES A FOR THE 1999 STOCK REDEMPTION ADJUSTMENTS
CUMULUS PREFERRED STOCK SUBSEQUENT AND THE 1999 FOR THE
HISTORICAL REDEMPTION(1) ACQUISITIONS(2) SUBSEQUENT ACQUISITIONS CURRENT OFFERING(3)
---------- --------------- --------------- ----------------------- -------------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents.......... $202,149 $(51,270) $(37,386) $113,493 $135,835
Accounts receivable................ 48,265 -- -- 48,265 --
Prepaid expenses and other current
assets........................... 8,221 -- -- 8,221 --
-------- -------- -------- -------- --------
Total current assets........... 258,635 (51,270) (37,386) 169,979 135,835
Property and equipment, net........ 57,985 -- 3,739 61,724 --
Intangible assets, net............. 486,217 -- 40,127 526,344 --
Other assets....................... 20,178 -- -- 20,178 --
-------- -------- -------- -------- --------
Total assets................... $823,015 $(51,270) $ 6,480 $778,225 $135,835
======== ======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS'
EQUITY:
Current liabilities:
Accounts payable and other
liabilities...................... $ 15,472 $ -- $ -- $ 15,472 $ --
Current portion of long-term
debt............................. 20 -- -- 20 --
-------- -------- -------- -------- --------
Total current liabilities...... 15,492 -- -- 15,492 --
Long-term debt:
Old credit facility.............. -- -- -- -- --
New credit facility.............. 125,000 -- 125,000 --
Senior subordinated notes........ 160,000 -- -- 160,000 --
Other............................ 232 -- -- 232 --
Other long-term liabilities:
Deferred tax liability............. 15,074 -- 6,480 21,554 --
Other long-term liabilities........ 1,934 -- -- 1,934 --
-------- -------- -------- -------- --------
Total liabilities.............. 317,732 -- 6,480 324,212 --
-------- -------- -------- -------- --------
Preferred stock subject to
mandatory redemption............. 147,986 (45,254) -- 102,732 --
-------- -------- -------- -------- --------
Stockholders' equity:
Class A common stock............. 210 -- -- 210 47
Class B common stock............. 79 -- -- 79 (10)
Class C common stock............. 22 -- -- 22 --
Additional paid in capital....... 386,706 -- 386,706 144,263
(6,016) (6,016) (8,465)
-- --
Accumulated other comprehensive
income........................... 5 -- -- 5 --
Retained earnings (deficit)........ (29,725) -- -- (29,725) --
-------- -------- -------- -------- --------
Total stockholders' equity..... 357,297 (6,016) -- 351,281 135,835
-------- -------- -------- -------- --------
Total liabilities and
stockholders' equity......... $823,015 $(51,270) $ 6,480 $778,225 $135,835
======== ======== ======== ======== ========

(F)
PRO FORMA
ADJUSTMENTS (D)+(E)+(F)=(G)
FOR THE PENDING PRO FORMA
ACQUISITIONS(4) COMBINED
--------------- ---------------
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents.......... $(166,670) $ 82,658
Accounts receivable................ -- 48,265
Prepaid expenses and other current
assets........................... -- 8,221
--------- --------
Total current assets........... (166,670) 139,144
Property and equipment, net........ 17,110 78,834
Intangible assets, net............. 159,642 685,986
Other assets....................... (4,425) 15,753
--------- --------
Total assets................... $ 5,657 $919,717
========= ========
LIABILITIES AND STOCKHOLDERS'
EQUITY:
Current liabilities:
Accounts payable and other
liabilities...................... $ -- $ 15,472
Current portion of long-term
debt............................. -- 20
--------- --------
Total current liabilities...... -- 15,492
Long-term debt:
Old credit facility.............. -- --
New credit facility.............. -- 125,000
Senior subordinated notes........ -- 160,000
Other............................ -- 232
Other long-term liabilities:
Deferred tax liability............. 5,657 27,211
Other long-term liabilities........ -- 1,934
--------- --------
Total liabilities.............. 5,657 329,869
--------- --------
Preferred stock subject to
mandatory redemption............. -- 102,732
--------- --------
Stockholders' equity:
Class A common stock............. -- 257
Class B common stock............. -- 69
Class C common stock............. -- 22
Additional paid in capital....... -- 516,488
Accumulated other comprehensive
income........................... -- 5
Retained earnings (deficit)........ -- (29,725)
--------- --------
Total stockholders' equity..... -- 487,116
--------- --------
Total liabilities and
stockholders' equity......... $ 5,657 $919,717
========= ========
</TABLE>

See accompanying notes to the unaudited pro forma balance sheet.

35
<PAGE> 37

NOTES TO THE UNAUDITED PRO FORMA BALANCE SHEET
AS OF SEPTEMBER 30, 1999
(IN THOUSANDS)

(1) To reflect: (i) the redemption of 35% of the original liquidation
preference of the Series A preferred stock in the amount of $43,750
plus accrued and unpaid dividends of $1,504, and a 13.75% redemption
premium on the redeemed preferred stock in the amount of $6,016;

<TABLE>
<S> <C> <C>
Redemption of Series A preferred stock:
Redemption of original liquidation preference
(35% of $125,000).......................... $ 43,750
Accrued and unpaid dividend on redeemed
original liquidation preference............ 1,504
Redemption premium (13.75% of redeemed
amount).................................... 6,016
---------
Total payment to Series A preferred
stockholders.................................. 51,270
---------
</TABLE>

(2) To record the allocation of the $37,386 purchase price paid for
transactions consummated subsequent to September 30, 1999. The pro
forma allocation of the purchase price of the 1999 subsequent
acquisitions is as follows:

<TABLE>
<S> <C> <C>
Property and equipment............................ $ 3,739
Intangible assets, principally broadcast
licenses........................................ 40,127
Deferred tax liability............................ (6,480)
-------
$37,386
=======
</TABLE>

(3) To reflect: (i) the proceeds of the Current Offering to Cumulus of
$144,300 net of $8,465 in issuance costs

<TABLE>
<S> <C>
Sources of funds from the Current Offering:
Class A common stock offered ($144,300 to Cumulus net of
fees of $8,465)...................................... $135,835
Escrow funds............................................ 4,425
--------
Total........................................... $140,260
========
Uses of funds:
Purchase price of the pending acquisitions.............. $171,095
Decrease in cash on hand................................ (30,835)
========
Total........................................... $140,260
========
</TABLE>

(4) To record the allocation of the $171,095 in purchase price to be paid
for the pending acquisitions and the recording of the related deferred
income taxes of $5,657. To record the use of cash of $166,670, and
escrow funds of $4,425 to complete the pending acquisitions. The pro
forma allocation of the purchase price of the pending acquisitions is
as follows:

<TABLE>
<S> <C> <C>
Property and equipment........................... $ 17,110
Intangible assets, principally broadcast
licenses....................................... 159,642
Deferred taxes................................... (5,657)
--------
$171,095
========
</TABLE>

36
<PAGE> 38

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 nine months ended September 30, 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 in this prospectus.

<TABLE>
<CAPTION>
PERIOD FROM
INCEPTION ON
MAY 22, NINE MONTHS
1997(1) TO YEAR ENDED ENDED SEPTEMBER 30,
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 $ 63,125 $ 125,732
Station operating expenses excluding
depreciation and amortization........... 7,147 72,154 47,236 90,049
Depreciation and amortization............. 1,671 19,584 12,976 26,270
Corporate general and administrative
expenses................................ 1,276 5,607 3,895 5,150
Non-cash stock compensation expense....... 1,689 -- -- --
------- -------- --------- ---------
Operating income (loss)................... (2,620) 1,442 (982) 4,263
Net interest expense...................... 837 13,178 7,960 17,308
Net income (loss) before extraordinary
item.................................... (3,578) (11,864) (8,966) (12,446)
Extraordinary loss on early retirement of
debt.................................... -- (1,837) (1,837) --
Net income (loss)......................... (3,578) (13,701) (10,803) (12,446)
Preferred stock dividends................. 274 13,591 9,146 14,245
Net income (loss) attributable to common
stockholders............................ (3,852) (27,292) (19,949) (26,691)
Basic and diluted earnings (loss) per
common share............................ (.31) (1.70) (1.02) (1.19)
OTHER FINANCIAL DATA:
Broadcast cash flow(2).................... $ 2,016 $ 26,633 $ 15,889 $ 35,683
Broadcast cash flow margin(2)............. 22.0% 27.0% 25.2% 28.4%
EBITDA(2)................................. $ 740 $ 21,026 $ 11,994 $ 30,533
Net cash used in operating activities..... 1,887 4,653 (4,937) (19,289)
Net cash used in investing activities..... 95,100 351,025 (335,855) (120,646)
Net cash provided by financing
activities.............................. 98,560 378,990 379,398 317,199
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, 1999
-------------------- AS OF
1997 1998 SEPTEMBER 30, 1999
-------- -------- ------------------
(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Total assets......................................... $110,441 $517,631 $823,015
Long-term debt, including current portion............ 42,801 222,767 285,252
Preferred stock subject to mandatory redemption...... 13,426 133,741 147,986
Total stockholders' equity........................... 49,976 125,135 357,297
</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

37
<PAGE> 39

pending its 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.

38
<PAGE> 40

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 September 30, 1999, we purchased or entered into LMAs with a total of
247 stations in 45 U.S. markets and five stations as well as licenses to
commence operations on two additional signals 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 211 stations in 44 U.S. markets and provide
sales and marketing services under LMAs (pending FCC approval of acquisition) to
46 stations in 19 U.S. markets. We are the third largest radio broadcasting
company in the U.S. based on number of stations and believe we will be the
second largest such company following completion of the acquisition of AMFM by
Clear Channel. We believe we are the eighth largest radio broadcasting company
in the U.S. based on 1998 pro forma net revenues and believe we will be the
seventh largest such company following completion of Clear Channel's acquisition
of AMFM. We will own and operate a total of 264 radio stations (186 FM and 78
AM) in 49 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, regional 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 nine months ended
September 30, 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 nine months ended September 30, 1999,
approximately 89.0%, 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

39
<PAGE> 41

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.

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

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1998

Net Revenues. Net revenues increased $62.6 million, or 99.2%, to $125.7
million for the nine months ended September 30, 1999 from $63.1 million for the
nine months ending September 30, 1998. This increase was primarily attributable
to the acquisition of radio stations and revenue generated from LMAs entered
into after September 30, 1998, as well as the sale of incremental advertising
time, primarily to local advertisers for the stations owned or operated.

In addition, on a same station basis, net revenues increased $13.0 million
or, 19.4%, to $80.2 million for the nine months ended September 30, 1999,
compared to $67.1 million for the nine months ended September 30, 1998. This
increase was primarily attributable to growth in the sale of commercial time to
local and national advertisers.

Station Operating Expenses excluding Depreciation & Amortization. Station
operating expenses, excluding depreciation and amortization, increased $42.8
million, or 90.6%, to $90.0 million for the nine months ended September 30, 1999
from $47.2 million for the nine months ended September 30, 1998. The increase
was attributable primarily to the acquisition of radio stations and expenses
incurred from LMAs entered into after September 30, 1998.

In addition, on a same station basis, station operating expenses excluding
depreciation and amortization, increased $4.1 million, or 7.9%, to $56.3 million
for the nine months ended September 30, 1999, from $52.2 million for the nine
months ended September 30, 1998. This increase was attributable primarily to the
growth in the sale of commercial time to local, regional and national
advertisers in addition to investments in our programming and sales functions at
the station level.

Depreciation and Amortization. Depreciation and amortization increased
$13.3 million, or 102.3%, to $26.3 million for the nine months ended September
30, 1999 from $13.0 million for the nine months ended September 30, 1998
primarily due to the impact of various acquisitions consummated after September
30, 1998.

Corporate General and Administrative Expenses. Corporate general and
administrative expenses increased $1.3 million, or 33.3%, to $5.2 million for
the nine months ended September 30, 1999 from $3.9 million for the nine months
ended September 30, 1998. This increase is due to the investment in additional
corporate resources to manage our growing radio station portfolio in an
effective manner.

40
<PAGE> 42

Other Expense (Income). Interest expense, net of interest income,
increased $9.3 million, or 116.3%, from $8.0 million during the nine months
ended September 30, 1998 to $17.3 million for the nine months ended September
30, 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.

Net Income (Loss) Attributable to Common Stock. As a result of the factors
described above and the accrual of dividends on the our issued and outstanding
Series A preferred stock, net loss attributable to common stock increased $6.7
million, or 33.7%, to $26.7 million for the nine months ended September 30, 1999
from $19.9 million for the nine months ended September 30, 1998.

Broadcast Cash Flow. As a result of the factors described above, broadcast
cash flow increased $19.8 million, or 124.6%, to $35.7 million for the nine
months ended September 30, 1999 from $15.9 million for the nine months ended
September 30, 1998. The broadcast cash flow margin was 28.4% for the nine months
ended September 30, 1999 compared with 25.2% for the nine months ended September
30, 1998.

EBITDA. As a result of the factors described above, EBITDA increased $18.5
million, or 154.6%, to $30.5 million for the nine months ended September 30,
1999 from $12.0 million for the nine month period ended September 30, 1998.

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 our
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.

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

41
<PAGE> 43

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 believe
that availability under our credit facility, cash generated from operations and
proceeds from this offering will be sufficient to meet our capital needs.

For the nine months ended September 30, 1999, net cash used in operations
increased $14.4 million to $19.3 million from net cash used in operations of
$4.9 million for the nine months ended September 30, 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 nine months ended September 30, 1999, net cash used in investing
activities decreased $215.2 million to $120.6 million from $335.9 million for
the nine months ended September 30, 1998. This decrease was due primarily to a
lower level of acquisition activity during fiscal 1999.

For the nine months ended September 30, 1999, net cash provided from
financing activities decreased $62.2 million to $317.2 million compared to
$379.4 million during the nine months ended September 30, 1998. The level of
financing activity during the nine months ended September 30, 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 offerings. The 1999 financing activity was
the result of additional borrowings under our old and current credit facilities
and proceeds from the equity offering referred to in the next paragraph.

On July 27, 1999, we completed a public offering of 9,664,000 shares of our
Class A common stock for $22.919 per share, after underwriter's discounts and
commissions. The net proceeds of the offering were approximately $221.5 million.
We used the net proceeds from the offering to redeem a portion of our Series A
preferred stock, repay the principal amount of indebtedness outstanding under
our old credit facility and fund the completion of a portion of our pending
acquisitions. We sold an additional 1,449,600 shares of our Class A common stock
as a result of the exercise of underwriters' overallotment option, for $22.919
per share, resulting in $33.2 million additional net proceeds to Cumulus.

Historical Acquisitions. During the year ended December 31, 1998, we
completed 48 acquisitions across 33 markets having an aggregate purchase price
of $344.0 million. During the nine months ended September 30, 1999, we completed
17 acquisitions across fifteen markets having an aggregate purchase price of
$110.1 million. Additional acquisitions have been subsequently completed in 1999
in five markets for an aggregate purchase price of $37.4 million. The sources of
funds for these acquisitions were primarily the proceeds of our credit
facilities and our debt and equity offerings.

Pending Acquisitions. The aggregate purchase price of our pending
acquisitions is expected to be approximately $171.1 million, consisting almost
entirely of cash. We intend to finance the completion of our pending
acquisitions with the proceeds from this offering and cash on hand.

We expect to consummate most of our pending acquisitions prior to June 30,
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 July 1999 and borrowings under our credit
facilities.

Our credit facility with Lehman Brothers Inc. as arranger, Barclays
Capital, as syndication agent and Lehman Brothers Commercial Paper Inc., as
administrative agent, consists 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

42
<PAGE> 44

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. 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 September 30, 1999, we issued
an additional $24.8 million of shares of Series A preferred stock 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. On October 1, 1999 we used
$51.3 million of the proceeds of our July 1999 offering of our Class A common
stock to redeem a portion of our Series A preferred stock, including redemption
premium and accrued and unpaid dividends as of the redemption date.

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 September 30,
1999, we would be permitted, by the terms of the indenture and the certificate
of designation, to incur $25.0 million of additional indebtedness under the
credit facility without regard to the debt ratios included in our indenture.

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 consolidated 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
consolidated earnings or financial position. Statement 133, as modified, is
required to be adopted in years beginning after June 15, 2000.

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<PAGE> 45

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 three separate system evaluations, the most recent of which was
completed in early October 1999, as well as 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 has involved the identification and
assessment of the existing problem, developing a plan of remediation, as well as
a testing and implementation plan. To date, we have completed the identification
and assessment process, and are substantially completed with our implementation
plan, 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 October 25, 1999, 100% of
all essential computers related to broadcast or studio equipment are year
2000 compliant. Also, 100% of all essential financial based computers are
year 2000 compliant.

- Software upgrades or replacement of advertising inventory management
software which is year 2000 compliant have been completed as of October
30, 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. As of October 25,
1999 all of the broadcast properties we operate have year 2000 compliant
advertising inventory management software with the exception of the

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<PAGE> 46

Caribbean, which is scheduled to have a compliant inventory management system
selected, installed and tested by November 30, 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 100% compliant as
of October 25, 1999, with the exception of eight of our markets discussed below.
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 $2.0 million. Of
this cost, approximately 10% will be expensed as modification or upgrade costs
with the remaining costs being 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 have commenced development of contingency
plans in the event we do not complete all phases of the year 2000 program prior
to December 31, 1999.

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<PAGE> 47

BUSINESS

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 211 stations in 44 U.S. markets. We also provide sales and
marketing services under LMAs (pending FCC approval of acquisition) to 46
stations in 19 U.S. markets. We are the third largest radio broadcasting company
in the U.S. based on number of stations and believe we will be the second
largest such company following completion of the acquisition of AMFM by Clear
Channel. We believe we are the eighth largest radio broadcasting company in the
U.S. based on 1998 pro forma net revenues and believe we will be the seventh
largest such company following completion of Clear Channel's acquisition of
AMFM. We will own and operate a total of 264 radio stations (186 FM and 78 AM)
in 49 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 nine months ended September 30, 1999, we had net revenues of
$125.7 million and broadcast cash flow of $35.7 million. After giving pro forma
effect to the transactions described in the unaudited pro forma financial
statements, we would have had net revenues of $153.9 million and broadcast cash
flow of $42.4 million for the nine months ended September 30, 1999.

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 Telecom Act 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 177 U.S. radio markets
ranked MSA 100-276. 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.

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 101 acquisitions, accounting for all 264 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> 49

<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 6.3% 2 2 -- -- 2 2
Appleton-Oshkosh, WI................ 134 3 19.0% 2 2 -- -- 2 2
Bismarck, ND........................ 265 1 56.7% 3 1 1 2 4 3
Dubuque, IA......................... 220 2 34.7% 4 1 -- -- 4 1
Eau Claire, WI...................... 231 2 32.8% 4 2 -- -- 4 2
Faribault-Owatonna-Waseca, MN....... n/a 1 -- 4 4 -- -- 4 4
Green Bay, WI....................... 183 2 24.3% 3 -- 1 1 4 1
Kalamazoo, MI....................... 176 1 27.1% 2 1 -- -- 2 1
Mankato-New Ulm-St. Peter, MN....... 255 1 -- 4 2 -- -- 4 2
Marion-Carbondale, IL............... 213 1 28.8% 4 2 -- -- 4 2
Mason City, IA...................... 269 1 -- 5 2 -- -- 5 2
Monroe, MI.......................... n/a 1 -- 1 -- -- -- 1 --
Rochester, MN....................... 229 1 -- 2 2 -- -- 2 2
Toledo, OH.......................... 79 1 35.5% 4 2 1 -- 5 2
Topeka, KS.......................... 181 2 35.4% 2 2 2 -- 4 2
SOUTHWEST REGION
Abilene, TX......................... 221 2 26.8% 4 -- -- -- 4 --
Amarillo, TX........................ 188 2 25.1% 4 2 -- -- 4 2
Beaumont-Port Arthur, TX............ 127 2 31.2% 3 2 -- -- 3 2
Fayetteville, AR.................... 155 2 27.2% 4 2 -- -- 4 2
Ft. Smith, AR....................... 171 4 14.7% 3 -- -- -- 3 --
Grand Junction, CO.................. 251 1 41.7% 3 -- 1 1 4 1
Jonesboro, AR....................... 284 1 -- -- -- 2 1 2 1
Killeen-Temple, TX.................. 149 1 18.5% -- 4 -- 4 --
Lake Charles, LA.................... 205 1 45.8% 3 1 -- -- 3 1
McAllen-Brownsville, TX............. 63 3 21.3% 2 -- -- -- 2 --
Odessa-Midland, TX.................. 174 1 37.8% 4 2 -- -- 4 2
Wichita Falls, TX................... 242 2 36.6% 4 -- -- -- 4 --
NORTHEAST REGION
Augusta-Waterville, ME.............. 250 1 20.5% 5 1 1 1 6 2
Bangor, ME.......................... 268 1 30.7% 4 1 -- -- 4 1
--- --- --- --- --- ---
TOTALS.............................. 149 62 37 16 186 78
=== === === === === ===
NUMBER OF U.S. MARKETS: 49 NUMBER OF STATIONS: 264
</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 licenses for FM
signals covering Barbados and Tortola, British Virgin Islands.

ACQUISITION STRATEGY

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<PAGE> 50

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> 51

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.

- 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.

OUR PENDING ACQUISITIONS

We have entered into definitive purchase agreements to acquire 53 stations
in 22 markets for an aggregate purchase price of approximately $171.1 million,
assuming a purchase price of $7.0 million for the acquisition of stations from
Green Bay Broadcasting Company, Inc. We expect to consummate most of these
pending acquisitions by the second 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; Topeka, Kansas; Columbus, Georgia;
and Augusta, Georgia. The FCC has also initiated inquiries based upon market
concentration concerns into pending acquisitions where no petitions to deny or
informal objections against our applications have been filed, and has recently
requested that we provide additional information as to the effect of pending
acquisitions on competition and diversity in two markets where no petitions or
objections had been filed. In addition, the Department of Justice currently has
two pending investigations regarding our acquisitions of up to seven stations in
two markets. All petitions and objections before the FCC, and all FCC staff
inquiries, must be resolved before FCC approval can be obtained and such
acquisitions consummated. Other pending or future acquisitions may also be
subject to challenges from the FCC, the Department of Justice, competitors or
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<PAGE> 52

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.

Under the terms of an option agreement with Green Bay Broadcasting, Green
Bay Broadcasting has the right to cause us to acquire two stations in Green Bay
from Green Bay Broadcasting that we are currently operating under an LMA at any
time until November 30, 2003. The purchase price payable upon exercise of the
option increases over the term of the option from $5.0 million to $7.0 million.
We have an option to purchase the stations from Green Bay Broadcasting for a
purchase price of $7.6 million at any time between June 1, 2003 and September
15, 2004.

We have entered into letters of intent with potential sellers of radio
stations, and we are currently a party to nine letters of intent. 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.

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.

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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>

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

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<PAGE> 54

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 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 and other advertising media 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 or 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 multiple ownership provisions of 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."

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<PAGE> 55

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 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
54
<PAGE> 56

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.

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, 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> 57

<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>
Columbus-Starkville, MS.......... WSSO AM Starkville, MS 1230 June 1, 2004 n/a 1.0 1.0
WMXU FM Starkville, MS 106.1 June 1, 2004 502 40.0 40.0
WSMS FM Artesia, MS 99.9 June 1, 2004 312 50.0 50.0
WKOR FM Columbus, MS 94.9 June 1, 2004 492 50.0 50.0
WKOR AM Starkville, MS 980 June 1, 2004 n/a 1.0 0.0
WJWF AM Columbus, MS 1400 June 1, 2004 n/a 1.0 1.0
WMBC FM Columbus, MS 103.1 June 1, 2004 755 22.0 22.0
Fayetteville, NC................. WRCQ FM Dunn, NC 103.5 December 1, 2003 502 47.5 47.5
WFNC FM Lumberton, NC 102.3 December 1, 2003 269 3.0 3.0
WFNC AM Fayetteville, NC 640 December 1, 2003 n/a 10.0 1.0
WQSM FM Fayetteville, NC 98.1 December 1, 2003 830 100.0 100.0
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
Greenville -New Bern -
Jacksonville, NC............... 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
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
WEEZ 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
WAVH FM Daphne, AL 106.5 April 1, 2004 450 50.0 50.0
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
WLWI 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
WVNA FM Tuscumbia, AL 100.3 April 1, 2004 246 100.0 100.0
WVNA AM Tuscumbia, AL 1590 April 1, 2004 n/a 5.0 1.0
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
</TABLE>

56
<PAGE> 58

<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>
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 5.01
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
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
WWKZ FM Aberdeen, MS 105.3 June 1, 2004 673 28.0 28.0
Wilmington, NC................... WWQQ FM Wilmington, NC 101.3 December 1, 2003 545 40.0 40.0
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
WGNI FM Wilmington, NC 102.7 December 1, 2003 981 100.0 100.0
WMNX FM Wilmington, NC 97.3 December 1, 2003 883 100.0 100.0
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
WYBN 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> 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>
Faribault-Owatonna-Waseca, MN.... KRFO AM Owatonna, MN 1,390 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 1,170 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
WQLH FM Green Bay, WI 98.5 December 1, 2004 499 100.0 100.0
WDUZ AM Green Bay, WI 1,400 December 1, 2004 n/a 1.0 1.0
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-St Peter, 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
KQTP FM St. Marys, KS 102.9 August 1, 2005 318 50.0 50.0
KWIC FM Topeka, KS 99.3 August 1, 2005 292 6.0 6.0
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
KKHR 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> 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>
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
Jonesboro, AR.................... KBTM AM Jonesboro, AR 1230 June 1, 2004 n/a 1.0 1.0
KFIN FM Jonesboro, AR 107.9 June 1, 2004 1060 100.0 100.0
KIYS FM Jonesboro, AR 101.9 June 1, 2004 600 98.0 98.0
Kileen-Temple, TX................ KLTD FM Temple, TX 101.7 August 1, 2005 410 16.6 16.6
KOOC FM Belton, TX 106.3 August 1, 2005 489 11.5 11.5
KOOV FM Copperas Cove, TX 103.1 August 1, 2005 558 8.6 8.6
KYUL FM Harker Heights, TX 105.5 August 1, 2005 577 36.0 36.0
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
WCME FM Boothbay Harbor, 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>

59
<PAGE> 61

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

(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 our markets.

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
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 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.

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.

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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, except non-voting equity
and debt interests which in the aggregate constitute 33% or more of a licensee's
total equity and debt capitalization are considered attributable in certain
circumstances.

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.

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. 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 in November 1999, the FCC
issued a Notice of Proposed Rulemaking to consider methods for introducing
digital audio broadcasting. We cannot predict whether the FCC will ultimately
adopt rules to implement digital audio broadcasting or what the effect of any
such rules would have on our operations.

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
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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 certain of our other assets. The Department of Justice has
been active 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
revenue 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 currently has two pending
investigations regarding our acquisitions of up to seven stations in two
markets. These investigations could result in our inability to acquire or retain
one or more of these stations in either or both markets. The Department of
Justice has also commenced, and subsequently discontinued, investigations of
several other acquisitions and pending acquisitions by Cumulus. 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 that other pending acquisitions or future acquisitions will not
be the subject of investigation or action by the Department of Justice or the
Federal Trade Commission, or 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.

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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
comments on such applications. Such policy may help trigger petitions to deny
and informal objections against FCC applications for certain pending
acquisitions and future acquisitions. Specifically, 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, and in some cases may request additional information with
respect to such acquisitions. There can be no assurance that the FCC will
ultimately approve any such acquisition. Competitors have also filed petitions
or informal objections which are currently pending before the FCC on market
concentration grounds and/or alleging non-compliance with the FCC's multiple
ownership rules in seven markets (Grand Junction, Colorado; Columbus-Starkville,
Mississippi; Columbus, Georgia; Augusta, Georgia; and Topeka, Kansas, and the
FCC staff has requested that we provide certain additional information with
respect to the effects on competition and diversity of our pending acquisition
of stations in the Toledo, Ohio and Augusta-Waterville, Maine markets) and all
such petitions, objections or FCC requests must be resolved before FCC approval
can be obtained and the acquisitions consummated. In addition, the FCC has
recently indicated that it may propose new rules to define a "market" for
purposes of the local radio station ownership limits in the Telecom Act and the
FCC's multiple ownership rules, which if adopted potentially could reduce the
number of stations that Cumulus would be allowed to acquire in some markets.

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 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 November 18, 1999, we employed approximately 2,700 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, results of operations or
financial condition.
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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 November 18, 1999, we owned studio facilities in 34 markets and we owned
transmitter and antenna sites in 43 markets. We lease additional studio and
office facilities in 37 markets and transmitter and antenna sites in 27 markets.
In addition, we lease corporate office space in Atlanta, Georgia, Chicago,
Illinois, and Milwaukee, Wisconsin, which in the aggregate approximates 20,000
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. This action is currently in discovery.

We recently were served with a complaint filed in county court in Alabama
alleging that in August 1997, an employee of Colonial Broadcasting, Inc., which
we acquired in July 1998, was at fault in connection with an automobile
accident. The plaintiff is seeking $8.5 million in damages. We believe we have a
right to indemnification from the sellers of Colonial Broadcasting under the
related purchase agreement. The sellers' insurance company has assumed the
defense of the matter.

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.

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 and Selling 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. 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 244 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................ 49 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 Vice President, Finance
Jeffrey J. Roznowski................. 41 Vice President and General Manager,
Cumulus Wireless Services, Inc.
Mini Srivathsa....................... 30 Director of Technology
Robert H. Sheridan, III(2)(3)........ 36 Director
Ralph B. Everett(3).................. 47 Director
Eric P. Robison(2)(3)................ 40 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,
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WNPL-FM and WVOL-AM. Mr. Dickey is a nationally regarded consultant on radio
strategy and the author 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 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 Vice President, Finance since June 1998
and 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
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Corporate Asset Quality Group, and Vice President, Finance for Heller
International Corporation. Prior to joining Heller Financial, Inc., Mr.
O'Donnell was a 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 an 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, NationsBank Capital Investors, the
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 NationsBank Capital Investors in January 1994, Mr. Sheridan worked in
the corporate bank division of NationsBank Corporation, the predecessor of Bank
of America Corporation 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 and Selling
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.

ERIC P. ROBISON has served as our Director since August 1999. Since January
1994, Mr. Robison has worked for Vulcan Northwest, Inc., the holding company
that manages all personal and business interests for investor Paul G. Allen. In
this role Mr. Robison serves as a Business Development Associate for Vulcan
Ventures, Inc., the venture fund division of Vulcan and investigates and secures
investment opportunities. Mr. Robison also serves on the board of directors of
C/NET, Inc., ARI Network Services, Inc., Egghead.com, Inc. and Liquid Audio,
Inc. Prior to joining Vulcan, Mr. Robison was co-founder and vice president of
the Stanton Robison Group, Inc., a business development, marketing and
advertising consulting firm. Mr. Robison has served in marketing management
positions with SGS, Inc., Ashton-Tate, Inc., Denny's Inc. He has also worked on
the account staff of some of several advertising agencies including McCann
Erickson, Doyle Dane Bernbach and Foote Cone and Belding. Mr. Robison holds a
Bachelor of Arts degree in communication

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<PAGE> 69

studies from California State University, Sacramento, and a Master of Business
Administration in general management from the University of California, Davis.

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. Eric P.
Robison as Chairman and Mr. Robert J. Sheridan, III, 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.

We may grant additional options in the future as part of our 1998 Stock
Incentive Plan and our Executive Stock Incentive Plan. Granting of such options
would require the approval of both our Board of Directors and our shareholders.

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.

AUDIT COMMITTEE

Messrs. Sheridan, Robison and Everett serve as members of our Audit
Committee. Mr. Sheridan is the Chairman of the 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 and Mr.
Robison received options to purchase 50,000 shares of Class A common stock upon
his appointment to the Board on August 30, 1999. Messrs. Sheridan and Everett
each received options to purchase an additional 10,000 shares of Class A common
stock on August 30, 1999. 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, subject to acceleration under certain circumstances.

1998 STOCK INCENTIVE PLAN

Our Board of Directors adopted the 1998 Stock Incentive Plan to provide our
officers, other key employees and non-employee directors (other than
participants in our executive plans described below), as well as consultants to
the Cumulus, with additional incentives by increasing their proprietary interest
in Cumulus. An aggregate of 1,288,834 shares of Class A common stock is subject
to the 1998 Stock Incentive Plan, of which a maximum of 1,228,834 shares of
Class A Common Stock is subject to incentive stock options and a maximum of
100,000 shares of Class A common stock is available to be awarded as restricted
stock. In addition, subject to certain equitable adjustments, no one person will
be eligible to receive options for more than 300,000 shares in any one calendar
year and the maximum amount of restricted stock which will be awarded to any one
person during any calendar year is $500,000. The 1998 Stock Incentive Plan
permits Cumulus to grant awards in the form of stock options (including both
incentive stock options that meet the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended, and non-qualified stock options) and
restricted shares of the Class A common stock. All stock options awarded under
the plan will be granted at an exercise price of not less than fair market value
of the Class A common stock on the date of grant. No award is allowed to be
granted under the 1998 Stock Incentive Plan after June 22, 2008. The 1998

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<PAGE> 70

Stock Incentive Plan is administered by the Compensation Committee of the Board,
which has exclusive authority to grant awards under the plan and to make all
interpretations and determinations affecting the plan. The Compensation
Committee has discretion to determine the individuals to whom awards are
granted, the amount of such award, any applicable vesting schedule, whether
awards vest upon the occurrence of a change in control and other terms of any
award. The Compensation Committee may delegate to certain senior officers of
Cumulus its duties under the plan subject to such conditions or limitations as
the Compensation Committee may establish. Any award made to a non-employee
director must be approved by our Board of Directors. In the event of any changes
in our capital structure, the Compensation Committee will make equitable
adjustments to outstanding awards so that the net value of the award is not
changed. As of September 30, 1999, there were outstanding options to purchase a
total of 1,285,284 shares of Class A common stock exercisable at a price of
$14.00 per share under the 1998 Stock Incentive Plan. These options vest, in
general, over five years, with the possible acceleration of vesting for some
options if certain performance criteria are met. In addition, all options vest
upon a change of control as more fully described in the 1998 Stock Incentive
Plan.

1999 STOCK INCENTIVE PLAN

Our Board of Directors adopted and our shareholders, at our November 2,
1999 annual meeting of shareholders, approved the 1999 Stock Incentive Plan. An
aggregate of 900,000 shares of Class A common stock is subject to the 1999 Stock
Incentive Plan, of which a maximum of 900,000 shares of Class A common stock is
subject to incentive stock options and a maximum of 100,000 shares of Class A
common stock is available to be awarded as restricted stock. In addition,
subject to certain equitable adjustments, no one person will be eligible to
receive options for more than 300,000 shares in any one calendar year and the
maximum amount of restricted stock which will be awarded to any one person
during any calendar year is $500,000. The 1999 Stock Incentive Plan permits us
to grant awards in the form of stock options (including both incentive stock
options that meet the requirements of Section 422 of the Internal Revenue Code
and non-qualified stock options) and restricted shares of the Class A common
stock. All stock options awarded under the plan will be granted at an exercise
price of not less than fair market value of the Class A common stock on the date
of grant. No award is allowed to be granted under the 1999 Stock Incentive Plan
after August 30, 2009. The 1999 Stock Incentive Plan is administered by the
Compensation Committee of the Board, which has exclusive authority to grant
awards under the plan and to make all interpretations and determinations
affecting the plan. The Compensation Committee has discretion to determine the
individuals to whom awards are granted, the amount of such award, any applicable
vesting schedule, whether awards vest upon the occurrence of a change in control
and other terms of any award. The Compensation Committee may delegate to certain
senior officers of Cumulus its duties under the plan subject to such conditions
or limitations as the Compensation Committee may establish. Any award made to a
non-employee director must be approved by our Board of Directors. In the event
of any changes in Cumulus' capital structure, the Compensation Committee will
make equitable adjustments to outstanding awards so that the net value of the
award is not changed. As of September 30, 1999, there were outstanding options
to purchase a total of 829,025 shares of Class A common stock exercisable at a
price of $27.875 per share under the 1999 Stock Incentive Plan. These options
vest, in general, over five years, with the possible acceleration of vesting for
some options if certain performance criteria are met. In addition, all options
vest upon a change of control as more fully described in the 1999 Stock
Incentive Plan.

1998 EXECUTIVE STOCK INCENTIVE PLAN

Our Board of Directors adopted the 1998 Executive Stock Incentive Plan to
provide certain of our key executives with additional incentives by increasing
their proprietary interest in Cumulus. An aggregate of 2,001,380 shares of Class
C common stock is subject to the 1998 executive plan. In addition, no one person
will be eligible to receive options for more than 1,000,690 shares in any one
calendar year. Richard W. Weening, Executive Chairman, Treasurer and Director,
and Lewis W. Dickey, Jr., Executive Vice Chairman and Director are the sole
participants in the 1998 executive plan. The 1998 executive plan permits Cumulus
to grant awards in the form of stock options (including both incentive stock
options that meet the requirements of Section 422 of the Internal Revenue Code
and non-qualified stock options) of Class C common stock.
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<PAGE> 71

Stock options under the 1998 executive plan were granted on July 1, 1998 and are
divided into three groups. Group 1 consists of time vested options with an
exercise price equal to $14.00 per share and vest quarterly in equal
installments over a four-year period (subject to accelerated vesting in certain
circumstances). Group 2 and Group 3 also consist of time-based options which
vest in four equal annual installments on July 1, 1999, July 1, 2000, July 1,
2001 and July 1, 2002 (subject to accelerated vesting in certain circumstances).
The first installment of both the Group 2 options and Group 3 options are
exercisable at a price of $14.00 per share on July 1, 1999 and subsequent
installments are exercisable at a price 15% (or 20% in the case of Group 3
options) greater than the prior year's exercise price for each of the next three
years. The 1998 executive plan is administered by the Compensation Committee of
the Board, which will have exclusive authority to grant awards under the 1998
executive plan and to make all interpretations and determinations affecting the
1998 executive plan. In the event of any changes in Cumulus' capital structure,
the Compensation Committee will make equitable adjustments to outstanding awards
granted under the 1998 executive plan so that the net value of the award is not
changed. As of December 31, 1998, there are outstanding options to purchase a
total of 2,001,380 shares of Class C common stock under the 1998 executive plan.

1999 EXECUTIVE STOCK INCENTIVE PLAN

Our Board of Directors has adopted and our shareholders, at our November 2,
1999 annual meeting of shareholders, approved the 1999 Executive Stock Incentive
Plan, to provide certain of our key executives with additional incentives by
increasing their proprietary interest in Cumulus. An aggregate of 1,000,000
shares of Class C common stock is subject to the 1999 Executive Plan. In
addition, no one person will be eligible to receive options for more than
500,000 shares in any one calendar year. Richard W. Weening, Executive Chairman,
Treasurer and Director, and Lewis W. Dickey, Jr., Executive Vice Chairman and
Director are the sole participants in the 1999 executive plan. The 1999
executive plan permits Cumulus to grant awards in the form of stock options
(including both incentive stock options that meet the requirements of Section
422 of the Internal Revenue Code and non-qualified stock options) of Class C
common stock. Stock options under the 1999 executive plan were granted on August
30, 1999 at an exercise price of $27.875 per share and vest quarterly in equal
installments over a four-year period (subject to accelerated vesting in certain
circumstances). The 1999 executive plan is administered by the Compensation
Committee of the Board, which will have exclusive authority to grant awards
under the executive plan and to make all interpretations and determinations
affecting the 1999 executive plan. In the event of any changes in Cumulus'
capital structure, the Compensation Committee will make equitable adjustments to
outstanding awards granted under the 1999 executive plan so that the net value
of the award is not changed. As of September 30, 1999, there are outstanding
options to purchase a total of 1,000,000 shares of Class C common stock under
the 1999 executive plan.

1999 EMPLOYEE STOCK PURCHASE PLAN

Our Board of Directors has adopted and our shareholders, at our November 2,
1999 annual meeting of shareholders, approved the 1999 Employee Stock Purchase
Plan. The 1999 Employee Stock Purchase Plan is designed to qualify for certain
income tax benefits for employees under Section 423 of the Internal Revenue Code
and contains 1,000,000 shares of Class A Common Stock. The plan allows
qualifying employees to purchase Class A common stock at the end of each
calendar year, commencing with the calendar year beginning January 1, 1999, at
85% of the lesser of the fair market value of the Class A common stock on the
first or last trading days of the year. The amount each employee can purchase is
limited to the lesser of (i) 15% of pay or (ii) $25,000 of stock valued on the
first trading day of the year. An employee must be employed at least six months
as of the first trading day of the year in order to participate in the 1999
Employee Stock Purchase Plan. We apply APB Opinion No. 25 in accounting for
stock options issued to employees and SFAS No. 123 in accounting for stock
options issued to non-employees. Accordingly, no compensation cost has been
recognized for its stock options in the consolidated financial statements.

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<PAGE> 72

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, Stratford Research 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 the nine
months ended September 30, 1999 and the year ended December 31, 1998 were $2.8
million and $2.7 million, 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 the
nine months ended September 30, 1999 and the year ended December 31, 1998, we
paid QUAESTUS Management Corporation $551,476 and $1.4 million, 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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<PAGE> 73

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth as of November 18, 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
five most highly compensated 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 AFTER PRIOR TO
OFFERING OFFERING OFFERING SHARES
--------------- --------------- ---------------- BEING
NAME NUMBER % NUMBER % NUMBER % OFFERED(3)
- ---- --------- --- --------- --- --------- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
State of Wisconsin Investment Board(4)........ -- -- -- -- 3,791,619 48.3% 500,000
BA Capital Company, L.P....................... -- -- -- -- 3,371,246 42.9% 500,000
The Northwestern Mutual Life Insurance
Company(5)................................... -- -- -- -- 693,728 8.8% --
CML Holdings, LLC(6).......................... 201,100 * 201,100 * -- -- --
QUAESTUS Management Corporation(6)............ 101,000 * 101,000 * -- -- --
QUAESTUS Partner Fund(6)...................... 97,500 * 97,500 * -- -- --
DBBC of Georgia, LLC(7)....................... 95,000 -- 95,000 -- -- --
Putnam Investment Management(8)............... 1,123,900 5.1% 1,123,900 4.4% -- -- --
Richard W. Weening(9)......................... 199,500 * 199,500 * -- -- --
Lewis W. Dickey, Jr.(9)....................... 149,740 * 149,740 * -- -- --
William M. Bungeroth(10)...................... 135,466 * 135,466 * -- -- --
Richard J. Bonick, Jr.(10).................... 95,790 * 95,790 * -- -- --
John Dickey(10)............................... 65,542 * 65,542 * -- -- --
Robert H. Sheridan, III(11)................... 6,000 * 6,000 * -- -- --
Ralph B. Everett(11).......................... 8,000 * 8,000 * -- -- --
Eric P. Robison............................... -- -- -- -- -- -- --
All Executive Officers and Directors, as a
group (7 persons)............................ 660,038 3.1% 660,038 2.6% -- --

<CAPTION>
CLASS B COMMON STOCK(1) CLASS C COMMON STOCK(1)(2)
-------------------- -----------------------------------
AFTER PRIOR TO AFTER
OFFERING OFFERING OFFERING
---------------- ---------------- ----------------
NAME NUMBER % NUMBER % NUMBER %
- ---- --------- ---- --------- ---- --------- ----
<S> <C> <C> <C> <C> <C> <C>
State of Wisconsin Investment Board(4)........ 3,291,619 48.0% -- -- -- --
BA Capital Company, L.P....................... 2,871,246 41.9% -- -- -- --
The Northwestern Mutual Life Insurance
Company(5)................................... 693,728 10.1% -- -- -- --
CML Holdings, LLC(6).......................... -- -- 1,522,422 70.8% 1,522,422 70.8%
QUAESTUS Management Corporation(6)............ -- -- 337,313 15.7% 337,313 15.7%
QUAESTUS Partner Fund(6)...................... -- -- -- -- -- --
DBBC of Georgia, LLC(7)....................... -- -- 291,542 13.6% 291,542 13.6%
Putnam Investment Management(8)............... -- -- -- -- -- --
Richard W. Weening(9)......................... -- -- 738,281 30.1% 738,281 30.1%
Lewis W. Dickey, Jr.(9)....................... -- -- 592,510 24.1% 592,510 24.1%
William M. Bungeroth(10)...................... -- -- -- -- -- --
Richard J. Bonick, Jr.(10).................... -- -- -- -- -- --
John Dickey(10)............................... -- -- -- -- -- --
Robert H. Sheridan, III(11)................... -- -- -- -- -- --
Ralph B. Everett(11).......................... -- -- -- -- -- --
Eric P. Robison............................... -- -- -- -- -- --
All Executive Officers and Directors, as a
group (7 persons)............................ -- -- 1,330,791 48.3% 1,330,791 48.3%
</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 shares of Class B common stock to be converted into shares of
Class A common stock and sold in this offering.

(4) The address of the State of Wisconsin Investment Board is P.O. Box 7842,
Madison, Wisconsin 53707. This information is based on a Schedule 13G dated
February 4, 1999.

(5) The address of the Northwestern Mutual Life Insurance Company is 720 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202. This information is based on
a Schedule 13G dated February 10, 1999.

(6) The address of CML Holdings, LLC, QUAESTUS Management Corporation and
QUAESTUS Partner Fund is 111 East Kilbourn Avenue, Suite 2700, Milwaukee,
WI 53202.

(7) The address of DBBC of Georgia, LLC is 3060 Peachtree Road, N.W., Suite
730, Atlanta, Georgia 30305. This information is based on a Schedule 13G
dated February 16, 1999.

(8) The address of Putnam Investments, Inc. is One Post Office Square, Boston,
Massachusetts 02109. This information is based on a Schedule 13G dated May
5, 1999. Of these shares, Putnam Investments, Inc. has shared voting power
as to 592,000 shares and shared dispositive power as to all 1,123,900
shares of Class A common stock.

(9) 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

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<PAGE> 74

attributable to Mr. L. Dickey as a result of his controlling interest in
DBBC of Georgia, LLC. Includes options to purchase 300,968 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.

(10) Includes options to purchase 47,000, 7,324 and 30,542 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.

(11) 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. Mr. Sheridan's options are
held for the benefit of BA Capital Company, L.P.

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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,
250,000 of which are designated as Series A preferred stock.

As provided in our definitive proxy statement dated September 30, 1999, our
Board has approved, and has submitted to our shareholders for approval at our
Annual Meeting of Shareholders to be held November 2, 1999, an amendment to our
Amended and Restated Articles of Incorporation to increase the number of
authorized shares of Class A common stock from 50,000,000 to 100,000,000.

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 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 the
fundamental corporate actions referred to above; 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 provide 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 holder's 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

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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 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 provide that, so long as
BA Capital Company, L.P. (together with its affiliates) continues to own not
less than 50% of the shares of our common stock held by BA Capital Company, L.P.
immediately prior to the consummation of our initial public offerings, Cumulus
may not, so long as the BA Capital designee is not a director, take any action
with respect to the actions described above without the affirmative vote of the
holders of a majority of the outstanding shares of Class B common stock, voting
separately as a class.

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

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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 shares of Class A common stock, and the holders of such
converted common stock shall exchange their 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 order) 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

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Articles of Incorporation 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
7,856,593 shares of Class B common stock (which are convertible into 7,856,593
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 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. 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 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

Authorized shares of 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 authorized 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 of 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.

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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 106,146 shares of 13 3/4% Series A Cumulative
Exchangeable Redeemable Preferred Stock due 2009, with a liquidation preference
of $1,000 per share outstanding.

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. 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. 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
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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.

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 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 capital stock 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 satisfies 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" or after the date of the
first public announcement that the "interested shareholder" 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
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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 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 vote to approve 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.

As provided in our definitive proxy statement dated September 30, 1999, our
Board has approved, and our shareholders, at our annual meeting of shareholders
held on November 2, 1999, have approved an amendment to our Articles of
Incorporation to provide for staggered three-year terms for our directors. Such
a provision, effectively prevents a change in a majority of the directors of
Cumulus from being effected at a single annual meeting of shareholders. While
the principal purpose of such a provision is to provide continuity on the Board
of Directors, the provisions could have the effect of discouraging a third party
from attempting to change the management and policies of Cumulus by effecting a
change in the majority of the Board of Directors through a proxy contest.

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 with certain exceptions specified in our Articles of
Incorporation and by Illinois law. 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 net effect of these
provisions is to eliminate the personal liability of directors for monetary
damages for breach of their fiduciary duty of care, even in cases of gross
negligence, but not in cases of intentional wrongdoing. 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 CREDIT FACILITY

General. Our credit facility with Lehman Brothers Inc., as arranger,
Barclays Capital, as syndication agent, and Lehman Brothers Commercial Paper
Inc., as administrative agent, is in an aggregate principal amount of $225.0
million. Our new credit facility consists 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.

Security; Guarantees. Our obligations under our credit facility are
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, except the capital stock
of Broadcast Software International, Inc., Cumulus Internet Services Inc. and
Cumulus Telecommunications, Inc., and 65% of the capital stock of any first-tier
foreign subsidiaries. The obligations under our credit facility are also
guaranteed by each of our direct and indirect domestic subsidiaries, except
Broadcast Software, Cumulus Internet Services and Cumulus Telecommunications,
and are 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 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 2.125%, or the Eurodollar Rate (as defined
under the terms of our 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 is payable quarterly in arrears and fees in respect of letters
of credit issued under our credit facility equal to the interest rate margin
then applicable to Eurodollar Rate loans under our seven-year revolving credit
facility also will be payable quarterly in arrears. In addition, a fronting fee
of 0.125% is payable quarterly to the issuing bank.

The eight-year term loan borrowings are repayable in quarterly installments
beginning in 2001. The scheduled annual amortization is $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 is repayable in two consecutive equal quarterly installments on
November 30, 2007 and February 28, 2008. The first revolving credit loan, upon
conversion to a seven-year term loan, is repayable in quarterly installments
beginning in 2001. The scheduled annual amortization is 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 as described in the first paragraph above. 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: (i) 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; (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 credit facility 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 flow. Our credit facility provides that we must maintain (a) for
any four fiscal quarters, a minimum ratio of cash flow to interest expense that
increases incrementally from 1.40 to 1.00 as of December 31, 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
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to debt service that increases incrementally from 1.10 to 1.00 as of December
31, 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 7.25 to 1.00 as of December 31, 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 December 31, 1999 to 3.00 to 1.00 for the
period ending December 31, 2001, and thereafter. In addition, the terms of our
credit facility will restrict, among other things, the ability of Cumulus and
our restricted 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 credit facility 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 restricted 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 credit
facility, the majority of the lenders are able to declare all amounts under our
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 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.

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 were 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 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 are 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

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<PAGE> 84

financial statements as if they had occurred on September 30, 1999, we would
have had outstanding $285.0 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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<PAGE> 85

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, we will have outstanding 25,716,363
shares of Class A common stock, 6,856,593 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 2,114,309 shares of Class A common stock and 3,001,380
shares of Class C common stock. Of these shares, 24,386,795 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.

Each of Cumulus, our directors and executive officers (which officers and
directors directly or indirectly own 398,172 shares of Class A common stock and
628,855 shares of Class C common stock and options to purchase 537,880 shares of
Class A common stock and 3,001,380 shares of Class C common stock) and the
selling shareholders has 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
for 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 shareholder 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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<PAGE> 86

UNDERWRITERS

Under the terms and subject to the conditions contained in an underwriting
agreement dated the date of this prospectus, the underwriters named below for
whom Morgan Stanley & Co. Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs
& Co., Prudential Securities Incorporated, Lehman Brothers Inc. and Banc of
America Securities LLC are acting as representatives, have severally agreed to
purchase an aggregate of 3,700,000 shares of Class A common stock from us and
1,000,000 shares from the selling shareholders. The number of shares of Class A
common stock that each underwriter has agreed to purchase is set forth opposite
its name below.

<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
- ---- ---------
<S> <C>
Morgan Stanley & Co. Incorporated........................... 1,230,000
Bear, Stearns & Co. Inc. ................................... 820,000
Goldman, Sachs & Co. ....................................... 615,000
Prudential Securities Incorporated.......................... 615,000
Lehman Brothers Inc. ....................................... 410,000
Banc of America Securities LLC.............................. 410,000
Robert W. Baird & Co. Incorporated.......................... 200,000
A. G. Edwards & Sons, Inc................................... 200,000
Edward D. Jones & Co., L.P.................................. 200,000
---------
Total.................................................. 4,700,000
=========
</TABLE>

The underwriters are offering the shares of Class A common stock subject to
their acceptance of the shares from Cumulus and the selling shareholders 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 by this prospectus 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 by this prospectus if any such shares are taken. However,
the underwriters are not required to take or pay for the shares covered by the
underwriters over-allotment option described below.

The underwriters initially propose to offer part of the shares of Class A
common stock directly to the public at the public offering price listed on the
cover page of this prospectus and part to certain dealers at a price that
represents a concession not in excess of $1.27 a share under the public offering
price. Any underwriter may allow, and such dealers may reallow, a concession not
in excess of $.10 a share to other underwriters or to certain dealers. After the
initial 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 underwriters an option, exercisable for 30 days from
the date of this prospectus, to purchase up to 352,500 additional shares of
Class A common stock and the selling shareholders have granted to the
underwriters an option, exercisable for 30 days from the date of this
prospectus, to purchase up to an aggregate of 352,500 additional shares of Class
A common stock, in each case, at the public offering price set forth on the
cover page of this prospectus, less underwriting discounts and commissions. The
underwriters may exercise this 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 by this prospectus. To the extent the option is
exercised, each underwriter will become obligated, subject to certain
conditions, to purchase about the same percentage of the additional shares of
Class A common stock as the number listed next to the underwriter's name in the
preceding table bears to the total number of shares of common stock listed next
to the names of all underwriters in the preceding table. If the underwriters'
option is exercised in full, the total price to the public would be
$210,795,000, the total underwriters' discounts and commissions would be
$10,539,750, the total proceeds to Cumulus would be $150,145,125 and the total
proceeds to the selling shareholders would be $50,110,125.

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<PAGE> 87

Each of Cumulus, our directors and executive officers and the selling
shareholders has agreed, subject to limited exceptions, for a period of 90 days
after the date of this prospectus that they will not, without the prior written
consent of Morgan Stanley & Co. Incorporated, on behalf of the underwriters,
directly or indirectly:

- 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 or exchangeable for common stock; or

- 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 this
clause or the above clause 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 in certain
circumstances, including:

- the sale of shares to the underwriters;

- 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

- 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 concessions
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. 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.

Prior to the pricing of the shares of Class A common stock, and until such
time when a stabilizing bid may have been made, some of the underwriters who are
market makers in the Class A common stock may make bids for or purchases of
shares of Class A common stock subject to certain restrictions, known as passive
market making activities.

Cumulus Media Inc., the selling shareholders 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 administrative agent,
respectively, in connection with the credit facility. BA Capital Company, L.P.,
an affiliate of Banc of America Securities LLC, is a shareholder of Cumulus.
Robert H. Sheridan, III, a member of Cumulus' Board of Directors, is a Senior
Vice President of BA Capital Company and an officer of various entities
comprising Bank of America Capital Investors, each an affiliate of Banc of
America Securities. 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.

In that BA Capital Company, which currently owns 42.9% of the shares of
Class B common stock of Cumulus, is an affiliate of Banc of America Securities
LLC, a member of the National Association of Securities Dealers, Inc. (the
"NASD") and an underwriter in the offering, this offering is subject to the
provisions of NASD Conduct Rule 2720.

The underwriters will not confirm sales to any discretionary accounts.
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<PAGE> 88

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

The following is a general discussion of the material U.S. federal income
and estate tax consequences of the ownership and disposition of Class A common
stock by a non-U.S. holder.

As used in this discussion, the term "Non-U.S. holder" means a person that
is not any of the following:

- a citizen or resident of the United States,

- a corporation or partnership created or organized in or under the laws of
the United States or any political subdivision of the United States,

- an estate the income of which is subject to U.S. federal income taxation
regardless of its source or

- a trust that either is subject to the supervision of a court within the
United States and the control of one or more U.S. persons or has a valid
election in effect under applicable U.S. Treasury regulations to be
treated as a U.S. person.

THIS DISCUSSION IS BASED ON CURRENT LAW 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. IN ADDITION, IT DOES NOT REPRESENT A DETAILED DESCRIPTION OF THE
U.S. FEDERAL INCOME TAX CONSEQUENCES APPLICABLE TO YOU IF YOU ARE SUBJECT TO
SPECIAL TREATMENT UNDER THE U.S. FEDERAL INCOME TAX LAWS, INCLUDING IF YOU ARE A
"CONTROLLED FOREIGN CORPORATION," "PASSIVE FOREIGN INVESTMENT COMPANY" OR
"FOREIGN PERSONAL HOLDING COMPANY." YOU ARE URGED TO CONSULT YOUR OWN TAX
ADVISOR 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 be subject to withholding of U.S.
federal income 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
Internal Revenue Service certification requirements. Certain 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
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<PAGE> 89

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 IRS.

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 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 shorter of the five year period preceding the date of
disposition or the Non-U.S. Holder's holding period, 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

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<PAGE> 90

183 days or more in the taxable year of the sale or other disposition and
certain other conditions are met. Such gain may, however, be offset by United
States source capital losses (even though the Non-U.S. Holder is not considered
a resident of the United States). 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.

FEDERAL ESTATE 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.

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 or
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 by or through a foreign
office of a broker. 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.; (iii) a foreign broker that is a "controlled foreign corporation" for
U.S. federal income tax purposes; or (iv) for taxable years beginning after
December 31, 2000, a foreign partnership, in which one or more United States
persons, in the aggregate, own more than 50% of the income or capital interests
in the partnership or if the partnership is engaged in a trade or business in
the United States, 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. 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. Any amounts withheld under the backup withholding
rules may be allowed as a refund or a credit against such investor's U.S.
federal income tax liability provided the required information is furnished to
the IRS.

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<PAGE> 91

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, and the validity of the shares of Class A common
stock offered hereby will be passed upon by Holleb & Coff, Chicago, Illinois.
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.

The following financial statements as of and for the year ended December
31, 1998 are incorporated by reference in this prospectus in reliance on the
reports of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting:

HMH Broadcasting, Inc.
Cape Fear Broadcasting Company
C.F. Radio, Inc.
Coast Radio LLC

The financial statements of Phillips Broadcasting Company, Inc. as of and
for the year ended December 31, 1998 are incorporated by reference in this
prospectus in reliance on the report of Wipfli Ullrich Bertelson LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

The consolidated financial statements of Calendar Broadcasting, Inc. and
subsidiaries as of and for the year ended December 31, 1998, included in the
Current Report on Form 8-K/A of Cumulus Media Inc. filed with the SEC on
November 16, 1999, have been incorporated by reference herein and in the
registration statement on Form S-3 of which this prospectus is a part in
reliance upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.

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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 nine months ended September
30, 1999.

3. Current Report on Form 8-K filed with the SEC on November 4, 1999.

4. Current Report on Form 8-K/A filed with the SEC on November 16,
1999.

All documents subsequently filed by us pursuant to Sections 13(a), 13(c),
14 or 15(d) 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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