United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Cumulus Media Inc.
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(Name of Issuer)
Class A Common Stock, $0.01 par value
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(Title of Class of Securities)
231082108
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(CUSIP Number)
December 31, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
* The remainder of this cover page shall be filled
out for a reporting person's initial filing in this
form with respect to the subject class of securities,
and for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this
cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be
subject to all other provisions of the Act.
<PAGE>
Schedule 13G
CUSIP No. 231082108
1. NAME OF REPORTING PERSON.
CML Holdings, LLC
S.S. or IRS IDENTIFICATION NO. OF ABOVE PERSON.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [X]
(b) [ ]
3. SEC USE ONLY.
4. CITIZENSHIP OR PLACE OF ORGANIZATION.
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER.
1,723,522
6. SHARED VOTING POWER.
0
7. SOLE DISPOSITIVE POWER.
1,723,522
8. SHARED DISPOSITIVE POWER.
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
1,723,522
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES.
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9).
7.6% based on 21,014,323 Class A shares outstanding and assuming
conversion of reporting person's Class C (high vote) shares
into Class A shares.
12. TYPE OF REPORTING PERSON.
OO
<PAGE>
Schedule 13G
CUSIP No. 231082108
1. NAME OF REPORTING PERSON.
Quaestus Management Corp.
S.S. or IRS IDENTIFICATION NO. OF ABOVE PERSON.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [X]
(b) [ ]
3. SEC USE ONLY.
4. CITIZENSHIP OR PLACE OF ORGANIZATION.
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER.
438,313 shares of Common Stock
6. SHARED VOTING POWER.
0
7. SOLE DISPOSITIVE POWER.
438,313 shares of Common Stock
8. SHARED DISPOSITIVE POWER.
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
438,313 shares of Common Stock
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES.
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9).
2.1% based on 21,014,323 Class A shares outstanding and assuming
conversion of reporting person's Class C (high vote) shares
into Class A shares.
12. TYPE OF REPORTING PERSON.
CO
<PAGE>
Schedule 13G
CUSIP No. 231082108
1. NAME OF REPORTING PERSON.
Quaestus Partner Fund
S.S. or IRS IDENTIFICATION NO. OF ABOVE PERSON.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [X]
(b) [ ]
3. SEC USE ONLY.
4. CITIZENSHIP OR PLACE OF ORGANIZATION.
Wisconsin
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER.
100,000 shares of Common Stock.
6. SHARED VOTING POWER.
0
7. SOLE DISPOSITIVE POWER.
100,000 shares of Common Stock.
8. SHARED DISPOSITIVE POWER.
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
100,000 shares of Common Stock.
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES.
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9).
4.8%, based on 21,014,323 Class A shares outstanding.
12. TYPE OF REPORTING PERSON.
PN
<PAGE>
Schedule 13G
CUSIP No. 231082108
1. NAME OF REPORTING PERSON.
Richard W. Weening
S.S. or IRS IDENTIFICATION NO. OF ABOVE PERSON.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [X]
(b) [ ]
3. SEC USE ONLY.
4. CITIZENSHIP OR PLACE OF ORGANIZATION.
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER.
2,664,137 shares of Common Stock.
6. SHARED VOTING POWER.
0
7. SOLE DISPOSITIVE POWER.
2,664,137 shares of Common Stock.
8. SHARED DISPOSITIVE POWER.
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
2,664,137 shares of Common Stock.
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES.
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9).
11.4%, based on 21,014,323 Class A shares
outstanding and assuming conversion of
reporting person's Class C (high vote) shares
into Class A shares. Includes options
exercisable within 60 days of December 31,
1999 and shares held by CML Holdings, LLC,
Quaestus Partner Fund and Quaestus Management
Corp., over which Mr. Weening exercises
voting and dispositive power.
12. TYPE OF REPORTING PERSON.
IN, HC
<PAGE>
Schedule 13G
CUSIP No. 231082108
ITEM 1(a). NAME OF ISSUER.
Cumulus Media Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
111 East Kilbourn Avenue
Suite 2700
Milwaukee, WI 53202
ITEM 2(a). NAME OF PERSONS FILING.
(i) CML Holding, LLC ("CML")
(ii) Quaestus Management Corp. ("QMC")
(iii) Quaestus Partner Fund ("QPF")
(iv) Richard W. Weening ("RWW")
Attached as Exhibit 1 is a copy of an
agreement between the persons filing (as
specified above) that this Schedule 13G is
being filed on behalf of each of them.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OF
EACH OF THE PERSONS SPECIFIED IN 2(A) ABOVE:
111 East Kilbourn Avenue
Suite 2700
Milwaukee, WI 53202
ITEM 2(c). CITIZENSHIP.
CML is a Delaware limited liability company;
QMC is a Delaware corporation; QPF is a
Wisconsin limited partnership; RWW is a
United States citizen.
ITEM 2(d). TITLE OR CLASS OF SECURITIES.
Class A Common Stock, $0.01 par value
ITEM 2(e). CUSIP NUMBER.
231082108
ITEM 3. N/A
ITEM 4. OWNERSHIP.
(a) See Row 9 of each reporting person's cover page.
(b) See Row 11 of each reporting person's cover page.
(c) Each reporting person has sole voting and
dispositive power over the indicated shares.
<PAGE>
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
CML Holdings, LLC; Quaestus Management Corp.;
Quaestus Partner Fund;
Richard W. Weening.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10. CERTIFICATION.
N/A
<PAGE>
SIGNATURE.
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that
the information set forth in this statement is
true, complete and correct.
CML HOLDINGS, LLC
Dated: February 11, 2000 By: /s/ Terrence J. Leahy
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Terrence J. Leahy, Vice President
Quaestus Management Corp., the Managing
Member
QUAESTUS MANAGEMENT CORP.
Dated: February 11, 2000 By: /s/ Terrence J. Leahy
------------------------------------
Terrence J. Leahy, Vice President
QUAESTUS PARTNER FUND
Dated: February 11, 2000 By: /s/ Terrence J. Leahy
----------------------------------
Terrence J. Leahy, Vice President
Quaestus Management Corp., the General
Partner
Dated: February 11, 2000 /s/ Richard W. Weening
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Richard W. Weening
<PAGE>
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended, each
of the undersigned hereby agrees to the joint
filing with the other reporting person of a
statement on Schedule 13G (including amendments
thereto) with respect to the Common Stock of
Cumulus Media Inc. and that this Agreement be
included as an Exhibit to such joint filing.
This Agreement may be executed in any number of
counterparts all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute
this Agreement this 11th day of February, 2000.
CML HOLDINGS, LLC
Dated: February 11, 2000 By: /s/ Terrence J. Leahy
----------------------------
Terrence J. Leahy, Vice President
Quaestus Management Corp., the Managing
Member
QUAESTUS MANAGEMENT CORP.
Dated: February 11 , 2000 By: /s/ Terrence J. Leahy
--------------------------------
Terrence J. Leahy, Vice President
QUAESTUS PARTNER FUND
Dated: February 11 , 2000 By: /s/ Terrence J. Leahy
--------------------------------
Terrence J. Leahy, Vice President
Quaestus Management Corp., the General
Partner
Dated: February 11, 2000 /s/ Richard W. Weening
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Richard W. Weening
