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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): APRIL 17, 2000
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CUMULUS MEDIA INC.
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(Exact Name of Registrant as specified in its charter)
ILLINOIS 000-24525 36-4159663
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
111 EAST KILBOURN AVENUE, SUITE 2700, MILWAUKEE, WI 53202
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (414) 615-2800
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NONE
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
(a) On April 17, 2000, Cumulus Media Inc. (the "Registrant") was notified
by PricewaterhouseCoopers LLP ("PwC") that it had resigned as independent
accountants of the Registrant.
The reports of PwC on the Registrant's consolidated financial statements as
of December 31, 1999 and 1998 and for each of the years then ended did not
contain an adverse opinion or a disclaimer of opinion, nor were such reports
qualified or modified as to uncertainty, audit scope or accounting principles.
During the period from January 1, 1998 through April 17, 2000, PwC and the
Registrant did not have any disagreement on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreement, if not resolved to the satisfaction of PwC, would have
caused it to make reference to the subject matter of the disagreement in
connection with its reports on the consolidated financial statements of the
Registrant for the years ended December 31, 1999 and 1998.
Except for the matters reported in the following paragraph, during the two
most recent fiscal years and through April 17, 2000, there have been no
reportable events as defined in Regulation S-K Rule 304 (a)(1)(v).
PwC has informed the Audit Committee of the Board of Directors of the
Registrant of the following material weaknesses, which came to PwC's attention
in connection with the audit of the consolidated financial statements of the
Registrant for the year ended December 31, 1999: (a) the Registrant's internal
controls over the recognition of revenue failed to detect, on a timely basis,
that spot, package billing and non-traditional revenues had been recorded in
advance of when the spots aired or events occurred and (b) the Registrant's
internal controls over related party transactions failed to ensure, on a timely
basis, that amendments to related party service agreements were appropriately
reviewed and approved prior to being recorded in the financial records of the
Registrant.
As a result, PwC expanded the scope of its testing relating to revenue
recognition for the year ended December 31, 1999. Concurrently, the Registrant
restated its 1999 quarterly results as disclosed in its press release dated
March 16, 2000.
The Registrant requested that PwC furnish a letter addressed to the
Securities and Exchange Commission stating whether PwC agrees with the above
statements. A copy of such letter dated April 24, 2000 is attached as an exhibit
to this Form 8-K.
(b) The Registrant is in the process of engaging new independent
accountants and intends to complete such process as soon as possible.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
16.1 Letter from PwC re: Change in Certifying Accountant
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CUMULUS MEDIA INC.
By: /s/ Richard W. Weening
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Richard W. Weening
Executive Chairman
and Treasurer
Date: April 24, 2000
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered
Page
16.1 Letter from PwC re: Change in Certifying Accountant
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EXHIBIT 16.1
[LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]
April 24, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Cumulus Media Inc., which we understand
will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of
the Company's Form 8-K report dated April 24, 2000. We agree with the
statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
