CUMULUS MEDIA INC, S-3, 2000-01-10

CUMULUS MEDIA INC
S-3, 2000-01-10
RADIO BROADCASTING STATIONS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 10, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CUMULUS MEDIA INC.
(Exact Name of Registrant as Specified in Its Charter)

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ILLINOIS 4832 36-4159663
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification Number)
Organization)
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111 EAST KILBOURN AVENUE
SUITE 2700
MILWAUKEE, WI 53202
(414) 615-2800
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)

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RICHARD W. WEENING, EXECUTIVE CHAIRMAN Copies to:
LEWIS W. DICKEY, JR., EXECUTIVE VICE CHAIRMAN WILLIAM F. SCHWITTER, ESQ.
CUMULUS MEDIA INC. PAUL, HASTINGS, JANOFSKY & WALKER LLP
111 EAST KILBOURN AVENUE 399 PARK AVENUE
SUITE 2700 31ST FLOOR
MILWAUKEE, WI 53202 NEW YORK, NEW YORK 10022
(414) 615-2800 (212) 318-6000
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of
Agent For Service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

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PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
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Class A common stock (par
value $.01 per share..... 10,000,000 shares $47.375 $473,750,000 $125,070
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is
not an offer to sell these securities and is not soliciting an offer to
buy these securities in any state where the offer or sale is not
permitted.

SUBJECT TO COMPLETION, DATED JANUARY 10, 2000

PROSPECTUS

10,000,000 SHARES

CUMULUS MEDIA INC.

CLASS A COMMON STOCK

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Cumulus Media Inc. may offer to the public from time to time the shares of
its Class A common stock. B.A. Capital Company, L.P., a holder of our Class A
common stock, may offer and sell shares of our Class A common stock, from time
to time, in one or more offerings, pursuant to this prospectus. The net proceeds
from the issuance of shares of Class A common stock under this prospectus will
be used to fund the completion of certain pending or future acquisitions or for
general corporate purposes. In addition, shares of Class A common stock issued
under this prospectus may be used to pay for certain pending or future
acquisitions.

We will issue the Class A common stock in amounts, at prices and on terms
to be determined at the time of each offering and as provided in supplements to
this prospectus. This prospectus may not be used to sell securities unless
accompanied by a prospectus supplement. WE URGE YOU TO READ CAREFULLY THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT, WHICH WILL DESCRIBE THE
SPECIFIC TERMS OF THE CLASS A COMMON STOCK OFFERED, BEFORE YOU MAKE YOUR
INVESTMENT DECISION.

Cumulus Media Inc.'s Class A common stock is listed on the Nasdaq National
Market under the symbol "CMLS".

INVESTING IN THE SECURITIES MAY INVOLVE MATERIAL RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 5.

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NEITHER THE SECURITIES EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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The date of this Prospectus is , 2000.
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TABLE OF CONTENTS

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About This Prospectus................ 3
Certain Definitions and Market and
Industry Data...................... 3
Forward Looking Statements........... 4
Risk Factors......................... 5
Use of Proceeds...................... 13
The Company.......................... 13
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Prospectus Supplements............... 18
Description of Capital Stock......... 18
Plan of Distribution................. 26
Legal Matters........................ 27
Experts.............................. 27
Where You Can Find More
Information........................ 28
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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.cumulus.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 securities and seeking
offers to buy securities 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 securities. 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
SECURITIES 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 SECURITIES AND THE DISTRIBUTION OF
THIS PROSPECTUS OUTSIDE THE U.S.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission using a "shelf" registration process. Under
this shelf process, Cumulus and the selling stockholder may sell up to an
aggregate of 10,000,000 shares of our Class A common stock in one or more
offerings. This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update, or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the heading "Where You Can Find More Information."

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, or FCC, 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.

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FORWARD-LOOKING STATEMENTS

In various places in this prospectus, we use statements that 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 our securities 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.

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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. 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
("HSR Act"), where applicable; expiration or termination of the waiting
period under the HSR Act; and possible review by the U.S. Department of
Justice or the Federal Trade Commission of antitrust issues either under
the HSR Act or otherwise.

We cannot be certain that any of these conditions will be satisfied. 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 Telecommunications Act of 1996 (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; Topeka, Kansas and Wilmington,
North Carolina. All such petitions and objections must be resolved before we can
obtain FCC approval and consummate our 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 of these 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. However, we believe that our operating and
sales practices and demand-

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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 311
radio stations in 61 U.S. markets. Our two largest markets in terms of net
revenues and broadcast cash flow are Toledo, Ohio and Chattanooga, Tennessee,
which together account for approximately 8.0% of net revenues and approximately
12.7% of broadcast cash flow based on our unaudited pro forma statement of
operations for the year ended December 31, 1999. 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 our 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.

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. After giving effect to the issuance of
shares of Class A common stock under this prospectus, the July 1999 and November
1999 offerings of shares of our Class A common stock, the completion of our
pending acquisitions and our 1998 and 1999 acquisitions, the redemption of a
portion of our Series A preferred stock and borrowings under our credit
facility, net loss before extraordinary item attributable to common stockholders
for the year ended December 31, 1998 and for the nine months ended September 30,
1999 would have been $56.1 million and

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$30.8 million, respectively. 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, our 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 fourth quarter of 2000 to be $456.7
million. We expect to complete our pending acquisitions with proceeds from
offerings of shares of our Class A common stock under this prospectus and/or we
may use shares of Class A common stock issued under this prospectus as
consideration for our pending acquisitions. We expect to finance future
acquisitions with the proceeds of borrowings under our credit facility and from
the sale of shares of Class A common stock under this prospectus. 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 issuance of all shares of our Class A common stock under this
prospectus, 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 sale of all shares of our Class A common stock
under this prospectus, the July 1999 and November 1999 offerings of shares of
our Class A common stock, the completion of our pending acquisitions and
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 $939.7 million. 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
stockholders.

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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 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.

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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;

- 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.

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 our 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.

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.

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

The Communications Act of 1934, as amended 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.

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 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.

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 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 ongoing policy reviews and its concerns about market concentration.
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, even where proposed assignments
would comply with the Telecom Act and the FCC's multiple-ownership rules 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

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<PAGE> 12

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.

CONTROLLING SHAREHOLDERS -- CERTAIN SHAREHOLDERS CONTROL OR HAVE THE ABILITY TO
EXERT SIGNIFICANT INFLUENCE OVER 46.4% OF THE TOTAL VOTING POWER OF OUR CAPITAL
STOCK.

Richard W. Weening, our Executive Chairman and Treasurer, and Lewis W.
Dickey, Jr., our Executive Vice Chairman, own directly, or through QUAESTUS
Management Corporation and QUAESTUS Partner Fund, and DBBC of Georgia, LLC,
respectively, an aggregate of 1.3% of our outstanding Class A common stock and
29.2% of our 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 owns 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 46.4% of the aggregate voting power of our capital stock. Consequently, they
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 our Class A common stock.

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.

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.

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 and William M. Bungeroth, our President, that include provisions
restricting the ability of Messrs. Weening, Dickey and Bungeroth 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.

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,

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<PAGE> 13

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

Upon completion of the offering of all 10,000,000 shares of Class A common
stock issuable under this prospectus, we will have outstanding 36,052,393 shares
of Class A common stock, 6,629,343 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 2,047,369 shares of Class A common stock and 3,001,380 shares of
Class C common stock. Of these shares, 34,622,825 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.

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.

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

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.

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<PAGE> 14

USE OF PROCEEDS

Except as otherwise set forth in the accompanying prospectus supplement, we
intend to use the net proceeds from the issuance of Class A common stock issued
under this prospectus to fund the completion of certain pending or future
acquisitions or for general corporate purposes. In addition, shares of Class A
common stock issued under this prospectus may be used as consideration for
certain pending or future acquisitions. In the event the selling stockholder
sells any shares of Class A common stock, such selling stockholder will receive
all of the net proceeds from such selling stockholder's sale.

Additional information on the use of net proceeds from the sale of our
Class A common stock issued under this prospectus will be set forth in the
prospectus supplement relating to such offering.

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 213 stations in 45 U.S. markets. We also provide sales and
marketing services under LMAs (pending FCC approval of acquisition) to 87
stations in 31 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 311
radio stations (219 FM and 92 AM) in 61 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.

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 US 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.

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
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<PAGE> 15

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

Our senior management team has an aggregate of over 55 years of experience
in the media and radio broadcasting industry. To date, our management team has
negotiated 112 acquisitions, accounting for all 311 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.

STATION PORTFOLIO

Our radio stations are organized into five regions: the Southeast, Midwest,
Southwest, Far West 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 January 7, 2000 with
respect to our stations in these regions, including stations for which we
currently provide programming and sell advertising under LMAs (11 of the pending
stations to be acquired are not under LMAs), before and after giving effect to
our pending acquisitions:

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<PAGE> 16

<TABLE>
<CAPTION>
STATION PORTFOLIO
CLUSTER ---------------------------------
MSA RANKING BY 12+ OWNED PENDING PRO FORMA
MARKET REVENUE AUDIENCE --------- --------- ---------
MARKET RANK SHARE SHARE FM AM FM AM FM AM
- ------ ------ ---------- -------- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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
Canton, OH...................... 123 2 13.1% -- -- 2 -- 2 --
Dubuque, IA..................... 220 2 34.7% 4 1 -- -- 4 1
Eau Claire, WI.................. 231 2 32.8% 4 2 -- -- 4 2
Evansville, IN.................. 152 2 26.6% -- -- 3 1 3 1
Faribault-Owatonna-Waseca, MN... n/a 1 -- 4 3 -- -- 4 3
Flint, MI....................... 119 1 28.0% -- -- 3 2 3 2
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 --
Muskegon, MI.................... 217 1 38.9% -- -- 3 2 3 2
Quad Cities, IA-IL.............. 133 2 18.2% -- -- 4 1 4 1
Rochester, MN................... 229 1 -- 2 3 -- -- 2 3
Rockford, IL.................... 148 1 27.9% -- -- 3 1 3 1
Saginaw-Bay City-Midland, MI.... 125 5 4.3% -- -- 1 -- 1 --
Toledo, OH...................... 79 1 35.5% 4 2 1 -- 5 2
Topeka, KS...................... 180 2 35.4% 2 2 2 -- 4 2
Waterloo-Cedar Falls, IA........ 233 1 31.7% -- -- 3 1 3 1
Youngstown-Warren, OH........... 97 1 32.5% -- -- 4 3 4 3
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 -- -- 1 3 1
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 37.3% 4 2 -- -- 4 2
Wichita Falls, TX............... 242 2 36.6% 4 -- -- -- 4 --
FAR WEST REGION
Eugene, OR...................... 144 3 14.5% -- -- 2 1 2 1
Oxnard-Ventura, CA.............. 106 1 8.5% -- -- 2 1 2 1
Santa Barbara, CA............... 186 2 15.1% -- -- 3 -- 3 --
</TABLE>

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<PAGE> 17

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

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, Far West, 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.

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<PAGE> 18

INTEGRATION OF ACQUIRED BUSINESSES

Through our 112 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 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;

- 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 and corresponding cost adjustments.

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 in five
regional concentrations: the Southeast, Midwest, Southwest, Far West, 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.
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<PAGE> 19

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

OUR PENDING ACQUISITIONS

We have entered into definitive purchase agreements to acquire 98 stations
in 34 markets for an aggregate purchase price of approximately $456.7 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 fourth 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;
Augusta, Georgia and Wilmington, North Carolina. 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 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 twelve 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.

PROSPECTUS SUPPLEMENTS

This prospectus provides you with a general description of the securities
we may offer. Each time Cumulus or the selling stockholder sells securities, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add to or
change information contained in this prospectus. If so, the prospectus
supplement should be read as superseding this prospectus. You should read both
this prospectus and any prospectus supplement together with additional
information described under the heading "Where You Can Find More Information."

The prospectus supplement to be attached to the front of this prospectus
will describe the terms of any securities that Cumulus or the selling
stockholder offers and any initial offering price to the public in that
offering, the purchase price and net proceeds that Cumulus and/or the selling
stockholder will receive and the other specific terms related to that offering
of the securities.

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<PAGE> 20

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 the registration
statement containing this prospectus, 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) 100,000,000 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.

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 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 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

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<PAGE> 21

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 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

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<PAGE> 22

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 Articles of Incorporation
provide that all shares of common stock will bear a legend regarding
restrictions on transfer and ownership.

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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
6,629,343 shares of Class B common stock (which are convertible into 6,629,343
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.

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
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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 102,702 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 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
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<PAGE> 25

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 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
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<PAGE> 26

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.

Our Amended and Restated Articles of Incorporation 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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PLAN OF DISTRIBUTION

The shares of Class A common stock being offered by Cumulus or the selling
stockholder may be sold through underwriters or dealers, directly to one or more
purchasers, through agents or through a combination of any such methods of sale.
The name of any such underwriter or agent involved in the offer and sale of the
Class A common stock, the amounts underwritten and the nature of its obligation
to take the Class A common stock will be named in the applicable prospectus
supplement.

The distribution of the Class A common stock may be effected from time to
time in one or more transactions at a fixed price or prices, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, or at negotiated prices. Prices may change over time.

In connection with the sale of Class A common stock, underwriters or agents
may receive compensation from us, the selling stockholder or from purchasers of
securities, for whom they may act as agents, in the form of discounts,
concessions or commissions. Underwriters may sell securities to or through
dealers, and such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions from the
purchasers for whom they may act as agents. Underwriters, dealers, and agents
that participate in the distribution of securities may be deemed to be
underwriters under the Securities Act. Any discounts or commissions they receive
from us or from the selling stockholder and any profit on the resale of
securities they realize may be deemed to be underwriting discounts and
commissions under the Securities Act. Any underwriter or agent will be
identified, and any compensation received from Cumulus will be described, in the
applicable prospectus supplement.

Until the distribution of the Class A common stock is completed, rules of
the SEC may limit the ability of the underwriters to bid for and purchase the
securities. As an exception of these rules, the underwriters are permitted to
engage in certain transactions that stabilize the price of the securities. Such
transactions consist of bids or purchases for the purpose of pegging, fixing or
maintaining the price of the securities. If the underwriters create a short
position in the securities in connection with the offering, i.e., if they sell
more securities than are set forth on the cover page of the applicable
prospectus supplement, the underwriters may reduce that short position by
purchasing securities in the open market. The underwriters may also impose a
penalty bid on certain underwriters. This means that if the underwriters
purchase the securities in the open market to reduce the underwriters' short
position or to stabilize the price of the securities, they may reclaim the
amount of the selling concession from the underwriters who sold those securities
as part of the offering. In general, purchases of a security for the purpose of
stabilization or to reduce a short position could cause the price of the
security to be higher than it might be in the absence of such purchases. The
imposition of a penalty bid might also have an effect on the price of a security
to the extent that it were to discourage resales of the security.

Any shares of Class A common stock sold pursuant to a prospectus supplement
will be listed on the Nasdaq National Market, subject to official notice of
issuance.

Under agreements into which we may enter, underwriters, dealers and agents
who participate in the distribution of securities may be entitled to
indemnification by us against certain liabilities, including liabilities under
the Securities Act.

Underwriters, dealers and agents may engage in transactions with, or
perform services for, us in the ordinary course of business.

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LEGAL MATTERS

Certain legal matters with respect to the shares of Class A common stock
offered hereby will be passed upon for Cumulus by Paul, Hastings, Janofsky &
Walker LLP, New York, New York, and the validity of the shares of Class A common
stock offered hereby will be passed upon by Holleb & Coff, Chicago, Illinois.

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
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 of Cumulus Media Inc. dated November 3, 1999 and, as
amended 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.

27
<PAGE> 29

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 3, 1999.

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

5. Current Report on Form 8-K filed with the SEC on December 2, 1999.

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

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

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

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

28
<PAGE> 30

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses in connection with the distribution of the securities being
registered are set forth in the following table (all amounts except the
registration fee and the Nasdaq National Market fee are estimated):

<TABLE>
<S> <C>
Registration fee.......................................... $125,070
Nasdaq National Market fee................................ 17,500
Printing expenses......................................... *
Legal fees and expenses................................... *
Accounting fees and expenses.............................. 7,500
Blue Sky fees and expenses (including attorneys' fees).... *
Transfer agent fee........................................ *
Miscellaneous............................................. *
--------
Total........................................... $ *
========
</TABLE>

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

* To be filed by amendment.

All expenses in connection with the issuance and distribution of the Class A
common stock being offered will be borne by the Company (other than selling
commissions).

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

ITEM 16. EXHIBITS.

There are filed with the Registration Statement the following exhibits:

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
3.1** -- Amended and Restated Articles of Incorporation.
3.2** -- Amended and Restated Bylaws.
5.1** -- Opinion of Holleb & Coff as to the validity of the
securities being registered.
23.1* -- Consent of PricewaterhouseCoopers LLP
23.2** -- Consent of Holleb & Coff (included in Exhibit 5.1)
23.3* -- Consent of KPMG LLP
23.4* -- Consent of Wipfli Ullrich Burtelson LLP
24.1* -- Power of Attorney (included in Part II of this
Registration Statement).
</TABLE>

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

* Filed herewith.

** To be filed by amendment.

II-1
<PAGE> 31

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any acts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do
not apply if the Registration Statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933, as amended, and will be governed by the final
adjudication of such issue.

II-2
<PAGE> 32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on January 10, 2000.

CUMULUS MEDIA INC.

By: /s/ RICHARD W. WEENING
----------------------------------
Richard W. Weening
Executive Chairman

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard W. Weening and Lewis W. Dickey, Jr.,
jointly and severally, his attorneys-in-fact, each with power of substitution
for him in any and all capacities, to sign any amendments to this Registration
Statement, to file the same, with the exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<C> <S> <C>

/s/ RICHARD W. WEENING Executive Chairman, Treasurer January 10, 2000
- ----------------------------------------------------- and Director (Principal
Richard W. Weening Executive Officer)

/s/ LEWIS W. DICKEY, JR. Executive Vice Chairman and January 10, 2000
- ----------------------------------------------------- Director
Lewis W. Dickey, Jr.

/s/ WILLIAM M. BUNGEROTH President and Director January 10, 2000
- -----------------------------------------------------
William M. Bungeroth

/s/ DANIEL O'DONNELL Vice President -- Finance January 10, 2000
- ----------------------------------------------------- (Principal Accounting
Daniel O'Donnell Officer)

Director January , 2000
- -----------------------------------------------------
Ralph B. Everett

/s/ ROBERT H. SHERIDAN, III Director January 10, 2000
- -----------------------------------------------------
Robert H. Sheridan, III

Director January , 2000
- -----------------------------------------------------
Eric Robison
</TABLE>

II-3
<PAGE> 33

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
3.1** -- Amended and Restated Articles of Incorporation.
3.2** -- Amended and Restated Bylaws.
5.1** -- Opinion of Holleb & Coff as to the validity of the
securities being registered.
23.1* -- Consent of PricewaterhouseCoopers LLP
23.2** -- Consent of Holleb & Coff (included in Exhibit 5.1)
23.3* -- Consent of KPMG LLP
23.4* -- Consent of Wipfli Ullrich Bertelson LLP
24.1* -- Power of Attorney (included in Part II of this
Registration Statement).
</TABLE>

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

* Filed herewith.

** To be filed by amendment.

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Cumulus Media Inc. of our report dated April 14, 1999
relating to the financial statements and financial statement schedule, which
appears in Cumulus Media Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1998.

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Cumulus Media Inc. of our report dated February 28,
1999, except for Note 8 which is dated September 15, 1999, relating to the
financial statements of HMH Broadcasting, Inc., which appears in the Current
Report on Form 8-K/A of Cumulus Media Inc. filed November 16, 1999.

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Cumulus Media Inc. of our report dated October 27, 1999
relating to the financial statements of Cape Fear Broadcasting Company, which
appears in the Current Report on Form 8-K/A of Cumulus Media Inc. filed November
16, 1999.

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Cumulus Media Inc. of our report dated October 27, 1999
relating to the financial statements of C.F. Radio, Inc., which appears in the
Current Report on Form 8-K/A of Cumulus Media Inc. filed November 16, 1999.

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Cumulus Media Inc. of our report dated February 28,
1999 relating to the financial statements of Coast Radio L.L.C., which appears
in the Current Report on Form 8-K/A of Cumulus Media Inc. filed November 16,
1999.

We also consent to references to us under the heading "Experts" in such
Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP

Chicago, Illinois
January 10, 2000

<PAGE> 1

EXHIBIT 23.3

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the incorporation by reference herein and to the reference to
our firm under the heading "Experts" in the Registration Statement on Form S-3
of Cumulus Media Inc. of our report dated April 2, 1999, except as to note 13,
which is as of November 1, 1999, with respect to the consolidated balance sheet
of Calendar Broadcasting, Inc. and subsidiaries as of December 31, 1998 and the
related consolidated statements of operations, stockholder's equity, and cash
flows for the year ended December 31, 1998, which report appears in the Current
Report on Form 8-K of Cumulus Media Inc. dated November 3, 1999 and, as amended
on November 16, 1999.

/s/ KPMG LLP

Short Hills, New Jersey
January 10, 2000

<PAGE> 1

EXHIBIT 23.4

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of Cumulus Media of our report dated February 25, 1999
relating to the financial statements of Phillips Broadcasting Company, Inc.
which appears in the Current Report on Form 8-K of Cumulus Media Inc. filed
November 3, 1999 and as amended on November 16, 1999.

Wipfli Ullrich Bertelson LLP

January 10, 2000
Eau Claire, Wisconsin