<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(Amendment No. __)(1)
REGENT COMMUNICATIONS, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
758865 10 9
(CUSIP Number)
Copy to:
William H. Ingram Paul A. Gajer
Waller-Sutton Media Partners, L.P. Rubin Baum Levin Constant & Friedman
c/o Waller-Sutton Management Group, Inc. 30 Rockefeller Plaza
1 Rockefeller Plaza 29th Floor
New York, New York 10020 New York, New York 10112
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
June 15, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
- Page 1 of 12 Pages -
<PAGE> 2
CUSIP No. 758865 10 9 13D Page 2 of 12 Pages
1 NAME OF REPORTING PERSONS
Waller-Sutton Media Partners, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
13-3955719
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
7 SOLE VOTING POWER
Number of 2,050,640 shares 89.5%
Shares
Beneficially 8 SHARED VOTING POWER
Owned By 0 shares 0%
Each
Reporting 9 SOLE DISPOSITIVE POWER
Person 2,050,640 shares 89.5%
With
10 SHARED DISPOSITIVE POWER
0 shares 0%
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,050,640 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
89.5%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 758865 10 9 13D Page 3 of 12 Pages
1 NAME OF REPORTING PERSONS
Waller-Sutton Media, L.L.C.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
22-3528778
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
7 SOLE VOTING POWER
Number of 2,050,640 shares 89.5%
Shares
Beneficially 8 SHARED VOTING POWER
Owned By 0 shares 0%
Each
Reporting 9 SOLE DISPOSITIVE POWER
Person 2,050,640 shares 89.5%
With
10 SHARED DISPOSITIVE POWER
0 shares 0%
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,050,640 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
89.5%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
This statement on Schedule 13D, dated July 16, 1998, relates to the
beneficial ownership of Waller-Sutton Media Partners, L.P. and its sole general
partner, Waller-Sutton Media, L.L.C., of the Common Stock of Regent
Communications, Inc.
ITEM 1. Security and Issuer
The title of the class of equity securities to which this
statement relates is Common Stock, par value $.01 per share (the "Common
Stock"), of Regent Communications, Inc., a Delaware corporation, which has its
principal executive offices at 50 East RiverCenter Boulevard, Suite 180,
Covington, Kentucky 41011 (the "Issuer").
ITEM 2. Identity and Background
The information set forth on Annex 2a is given with respect to
(a) Waller-Sutton Media Partners, L.P. ("Waller-Sutton"), a Delaware limited
partnership, (b) Waller-Sutton Media, L.L.C. ("Waller-LLC"), a Delaware limited
liability company and the sole general partner of Waller-Sutton, and (c) each of
the members, officers and directors of Waller-LLC. On Annex 2a, column (a)
indicates the name of each person; column (b) indicates the address of the
principal business and the address of the principal office of each entity or the
business address of each natural person; column (c) indicates each such entity's
principal business or such natural person's present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted as applicable; column
(d) indicates whether or not, during the last five years, such person, or any
executive officer, director or controlling person of such person, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and, if so, the dates, nature of conviction, name and location of
court, and penalty imposed, or other disposition of the case; column (e)
indicates whether or not, during the last five years, such person, or any
executive officer, director or controlling person of such person was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgement, decree or a final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities laws
or finding any violation with respect to such laws, and, if so, identifies and
describes such proceedings and summarizes the terms of such judgement, decree or
final order; column (f) indicates, in the case of any natural person, the
citizenship of such person.
ITEM 3. Source and Amount of Funds or Other Consideration
The funds used by Waller-Sutton to purchase the shares of the Series C
Preferred Stock (as defined below), Series F Preferred Stock (as defined below)
and the Warrant (as defined below) described herein consisted of the capital
contributions of its partners and its general working capital.
ITEM 4. Purpose of Transaction
On June 15, 1998 Waller-Sutton entered into a Purchase Agreement with
certain other purchasers (the "Other Purchasers") and the Issuer (the "Purchase
Agreement"), pursuant to which Waller-Sutton purchased 1,000,000 shares of the
Issuer's Series F Convertible Preferred Stock (the "Series F Preferred Stock")
and a warrant (the "Warrant") to purchase 650,000 shares of the
- Page 4 of 12 Pages -
<PAGE> 5
Common Stock, for an aggregate purchase price of $5,000,000. At the same
closing, the Other Purchasers purchased an aggregate of 1,050,000 shares of
Series F Preferred Stock and warrants to purchase an aggregate of 210,000 shares
of the Common Stock, for an aggregate purchase price of $5,250,000. The proceeds
from the initial sale of Series F Preferred Stock under the Purchase Agreement
were used by the Issuer to fund the acquisitions of certain radio stations and
to pay certain transaction costs related thereto. In addition, pursuant to the
Purchase Agreement Waller-Sutton is committed to purchase an additional
1,000,000 shares of Series F Preferred Stock for $5,000,000 and the Other
Purchasers are committed to purchase an additional 1,050,000 shares of Series F
Preferred Stock for an aggregate purchase price of $5,250,000, at one or more
"Additional Closings," in the event the Issuer requires such proceeds to fund
the acquisition(s) of one or more radio stations pursuant to a transaction(s)
that has been approved by the Board of Directors of the Issuer and subject to
the satisfaction of certain conditions to such commitments set forth in the
Purchase Agreement.
The warrants issued to Waller-Sutton and the Other Purchasers under the
Purchase Agreement are exercisable at a price of $5.00 per share at any time
within 10 years of the date of the initial closing under the Purchase Agreement.
The exercise price and number of shares of Common Stock issuable upon exercise
of such warrants are subject to adjustment as provided in such warrants.
In addition, on June 15, 1998, the Issuer consummated a merger of
Faircom Inc., a Delaware corporation ("Faircom") with and into Regent Merger
Corp., a wholly-owned subsidiary of the Issuer (the "Merger"). Pursuant to the
terms of the Merger Agreement executed in connection therewith and filed with
the Securities and Exchange Commission on February 17, 1998, as Appendix A to
the Form S-4 of the Issuer (Registration Number 333-46435), each outstanding
share of Faircom's common stock was exchanged for approximately .141 shares of
the Issuer's Series C Convertible Preferred Stock (the "Series C Preferred
Stock"). Pursuant to the terms of a Note Purchase Agreement, dated as of June
15, 1998, by and among Waller-Sutton, Blue Chip Capital Corporation ("Blue
Chip") and Miami Valley Venture Fund L.P.("Miami Valley"), Waller-Sutton
purchased an aggregate of $735,294 of Class A convertible promissory notes of
Faircom and an aggregate of $764,706 of Class B convertible promissory notes of
Faircom which were held by Blue Chip and Miami Valley (the "Notes"), for a cash
purchase price of $1,500,000. The Notes were converted by Waller-Sutton
immediately prior to the Merger into an aggregate of 2,841,586 shares of Faircom
common stock which, upon consummation of the Merger, were exchanged for 400,640
shares of the Series C Preferred Stock.
Each share of Series C Preferred Stock and each share of Series F
Preferred Stock is convertible into one share of Common Stock (subject to
adjustment as provided in the Issuer's certificate of incorporation).
Waller-Sutton purchased the Notes, Series F Preferred Stock and
Warrants for the purpose of obtaining a significant investment in the Issuer. In
connection with such investment, Waller-Sutton obtained the right to name (and
has named) two designees to the board of directors of the Issuer and obtained
certain approval and other rights. See ITEM 6 below. Such designees of
Waller-Sutton are Mr. William H. Ingram and Mr. Richard H. Patterson. See Annex
2a hereto for certain information with respect to Messrs. Ingram and Patterson.
- Page 5 of 12 Pages -
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ITEM 5. Interests in Securities of the Issuer.
(a) The following sets forth the aggregate number and
percentage (based on 240,000 shares of Common Stock outstanding, as indicated on
Schedule 5.19 to the Purchase Agreement, included as Exhibit 4(d) to the
Issuer's Form 8-K, filed with the Securities and Exchange Commission on June 30,
1998 (File No 333-46435) (the "Issuer's Form 8-K")) of shares of Common Stock
owned beneficially by Waller-Sutton and Waller-LLC, as of June 30, 1998 (except
as indicated below, none of the other persons listed on Annex 2a hereto
beneficially owns any shares of Common Stock):
<TABLE>
<CAPTION>
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
- ---- ------------------ ------------------
<S> <C> <C>
Waller-Sutton Media Partners, L.P. 2,050,640 shares 89.5%
Waller-Sutton Media, L.L.C. 2,050,640 shares 89.5%
</TABLE>
The 2,050,640 shares of Common Stock beneficially owned by
Waller-Sutton and Waller-LLC consist of (i) 1,000,000 shares of Common Stock
issuable upon conversion of the Series F Preferred Stock owned by Waller-Sutton,
(ii) 650,000 shares of Common Stock issuable upon exercise of the Warrant and
(iii) 400,640 shares issuable upon conversion of the Series C Preferred Stock
owned by Waller-Sutton. Based upon 240,000 shares of Common Stock outstanding,
as indicated on Schedule 5.19 to the Purchase Agreement, included as Exhibit
4(d) to the Issuer's Form 8-K, Waller-Sutton beneficially owns 89.5% of the
Common Stock. Waller-LLC is the sole general partner of Waller-Sutton and
therefore beneficially owns the shares of Common Stock, Series C Preferred Stock
and Series F Preferred Stock held by Waller-Sutton.
William H. Ingram, a member and Chairman of Waller-LLC, a limited
partner of Waller-Sutton and an Other Purchaser under the Purchase Agreement,
beneficially owns an 50,000 shares of Series F Preferred Stock and a warrant to
purchase 10,000 shares of Common Stock, which were purchased under the Purchase
Agreement for an aggregate consideration of $250,000. Waller-Sutton disclaims
beneficial ownership of such shares of Series F Preferred Stock and Common
Stock. In addition, Mr. Ingram disclaims beneficial ownership of all the shares
of the Issuer's capital stock owned by Waller-Sutton.
(b) Waller-Sutton, through its sole general partner
Waller-LLC, has sole power to vote and dispose of all of the shares of Series C
Preferred Stock and Series F Preferred Stock owned by Waller-Sutton. However,
Waller-Sutton has entered into the Stockholders' Agreement described in ITEM 6
below, which contains provisions as to the voting of such shares in respect of
the election of directors.
(c) Response to ITEM 4 is incorporated herein by reference.
(d) Not Applicable.
(e) Not Applicable.
- Page 6 of 12 Pages -
<PAGE> 7
ITEM 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Concurrently with the execution of the Note Purchase Agreement and
Purchase Agreement, the Issuer, Waller-Sutton, the Other Purchasers and certain
other stockholders of the Issuer entered into a Second Amended and Restated
Stockholders' Agreement, dated as of June 15, 1998 (the "Stockholders'
Agreement"). Pursuant to the terms of the Stockholders' Agreement, the
stockholders of the Issuer party to such agreement agreed to vote their shares
of capital stock of the Issuer in order to elect certain individuals, including
William H. Ingram and Richard Patterson, both of whom are members of Waller-LLC,
as directors of the Issuer. The Stockholders' Agreement further provides that,
so long as Waller-Sutton, the Other Purchasers and their respective Permitted
Transferees (as defined in the Stockholders' Agreement) beneficially own in the
aggregate at least 10% of the outstanding Common Stock (computed on a fully
diluted basis and assuming conversion of all outstanding convertible securities
and the exercise of all outstanding warrants), Waller-Sutton shall have the
right to approve certain transactions of the Issuer and its subsidiaries,
including any (i) merger or consolidation, (ii) purchase or lease of a business
or assets other than in the ordinary course of business, (iii) sale of assets,
(iv) issuance or sale of debt or equity securities, (v) incurrence of
indebtedness other than "Permitted Indebtedness" (as defined in the
Stockholders' Agreement), (vi) "Change in Control" (as defined in the
Stockholders' Agreement), (vii) amendment to the Issuer's 1998 Management Stock
Option Plan or the adoption of any other stock option or similar plan, (viii)
amendment to the Issuer's certificate of incorporation, (ix) execution of any
voting trust, registration rights or stockholders agreement and (x) execution of
any contract for the construction or management of a radio station.
Notwithstanding the execution and the provisions of the Stockholders' Agreement,
Waller-Sutton disclaims beneficial ownership of the shares of capital stock of
the Issuer held by the other stockholders of the Issuer party to such agreement.
In addition, the Stockholders' Agreement provides that at any time
after June 15, 2003, Waller-Sutton shall have the right to require the Issuer to
purchase all of the "Eligible Put Shares" beneficially owned by Waller-Sutton
and its affiliates and any other party to the Stockholders' Agreement who elects
to sell their shares. For purposes of Waller-Sutton, the term "Eligible Put
Shares" means the Common Stock received by Waller-Sutton upon conversion of the
Series C Preferred Stock, the Common Stock issued upon exercise of the Warrant
and the shares of Series F Preferred Stock owned by Waller-Sutton or its
affiliates. In the event Waller-Sutton elects to sell its Eligible Put Shares to
the Issuer, the Issuer shall be required to take certain steps to effect a
closing of a purchase of the Eligible Put Shares in accordance with the terms of
the Stockholders' Agreement or to effect a sale of all of its assets on terms
satisfactory to Waller-Sutton within one year of the date Waller-Sutton first
provided notice to the Issuer of the exercise of its "put" right. The Issuer
shall be in default under the Stockholders' Agreement if (x) it is unable to
comply with such terms, including the failure to achieve interim benchmarks with
respect to the process of a sale of the assets of the Issuer within the time
frame required by the Stockholders' Agreement and (y) it fails to cure such
default to the satisfaction of Waller-Sutton within 15 days following notice of
such default from Waller-Sutton. So long as any such default is continuing,
Waller-Sutton may require the Issuer and the other stockholders party to the
Stockholders' Agreement to elect such additional designees of Waller-Sutton to
the Board of Directors of the Issuer (the "Board") as may be necessary so that
the designees of Waller-Sutton on the Board constitute a majority of the members
of the Board.
- Page 7 of 12 Pages -
<PAGE> 8
On June 15, 1998, Waller-Sutton, the Other Purchasers and certain other
stockholders of the Issuer, entered into a Registration Rights Agreement with
the Issuer, pursuant to which Waller-Sutton (or in certain cases other
stockholders party thereto), have the right to require, in certain instances,
the Issuer to prepare and file (at the expense of the Issuer) a registration
statement with the Securities and Exchange Commission relating to the resale of
the shares of Common Stock held by, or issuable to such stockholders upon
conversion of the preferred stock, options or warrants of the Issuer held by
them.
ITEM 7. Material to be Filed as Exhibits.
Exhibit # Description of Exhibit
1 Joint Filing Agreement, dated as of July 14, 1998,
between Waller-Sutton Media Partners, L.P. and
Waller-Sutton Media, L.L.C.
2 Stock Purchase Agreement, dated June 15, 1998, by and
among Regent Communications, Inc., Waller-Sutton
Media Partners, L.P., WPG Corporate Development
Associates V, L.P., WPG Corporate Development
Associates (Overseas) V, L.P., General Electric
Capital Corporation, River Cities Capital Fund
Limited Partnership and William H. Ingram.*
3 Note Purchase Agreement, dated June 15, 1998, by and
among Waller-Sutton Media Partners, L.P., Blue Chip
Capital Corporation and Miami Valley Venture Fund
L.P.**
4 Second Amended and Restated Stockholders' Agreement,
dated June 15, 1998, by and among Regent
Communications, Inc., Waller-Sutton Media Partners,
L.P., William H. Ingram, WPG Corporate Development
Associates V, L.P., WPG Corporate Development
Associates (Overseas) V, L.P., General Electric
Capital Corporation, River Cities Capital Fund
Limited Partnership, BMO Financial, Inc., PNC Bank,
N.A. (as trustee), William L. Stakelin, Terry S.
Jacobs, Joel Fairman, Miami Valley Venture Fund L.P.
and Blue Chip Capital Fund II Limited Partnership.*
5 Registration Rights Agreement, dated June 15, 1998,
by and among, Stock Purchase Agreement, dated June
15, 1998, by and among Regent Communications, Inc.,
Waller-Sutton Media Partners, L.P., William H.
Ingram, WPG Corporate Development Associates V, L.P.,
WPG Corporate Development Associates (Overseas) V,
L.P., General Electric Capital Corporation, River
Cities Capital Fund Limited Partnership, BMO
Financial, Inc., PNC Bank, N.A., William L. Stakelin,
Terry S. Jacobs, Miami Valley Venture Fund L.P., Blue
Chip Capital Fund II Limited Partnership and Thomas
P. Gammon.*
- ------------------
*Incorporated by reference to exhibits 4(d), 4(c) and 4(e), respectively, to the
Form 8-K filed with the Securities and Exchange Commission on June 30, 1998 by
Regent Communications, Inc.
(File No.333-46435).
**Incorporated by reference to the Form 13-D relating to the Series C
Convertible Preferred Stock of Regent Communication, Inc., filed by
Waller-Sutton and Waller-LLC with the Securities and Exchange Commission on July
16, 1998.
- Page 8 of 12 Pages -
<PAGE> 9
Annex 2a
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f)
<S> <C> <C> <C> <C> <C>
Waller-Sutton Media Partners, See Footnote 1. To purchase, manage, hold, own, No No N/A
L.P.(1) invest in, and dispose of all or any
portion of securities of companies
owning either directly or through
one or more intermediaries, all or
any portion of a business in the
entertainment, media or
communications industries or
businesses related thereto.
Waller-Sutton Media, L.L.C.(2) See Footnote 2 To serve as general partner and No No N/A
manage the business affairs of
Waller-Sutton Media Partners, L.P.
William H. Ingram Waller-Sutton Media, L.L.C.(2) Chairman, Manager and member of No No U.S.
Investment Committee of Waller-
Sutton Media, L.L.C.(2)
</TABLE>
<PAGE> 10
Annex 2a (continued)
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f)
<S> <C> <C> <C> <C> <C>
John W. Waller, III Waller Capital Corporation(3) Chairman of Waller Capital No No U.S.
Corporation(3), an investment
banking company and Vice
Chairman, Manager and member of
Investment Committee of Waller-
Sutton Media, L.L.C.(2)
Cathy M. Brienza Waller-Sutton Media, L.L.C.(2) Vice President, Secretary, Manager No No U.S.
and member of Investment
Committee of Waller-Sutton
Media, L.L.C.(2)
Andrew J. Armstrong, Jr. Waller Capital Corporation(3) President of Waller Capital No No U.S.
Corporation(3) and Vice President,
Assistant Treasurer, Manager and
member of Investment Committee
of Waller-Sutton Media, L.L.C.(2)
Bruce M. Hernandez Waller-Sutton Media, L.L.C.(2) Chief Executive Officer, Manager No No U.S.
and member of Investment
Committee of Waller-Sutton
Media, L.L.C.(2)
Richard H. Patterson Waller Capital Corporation(3) Senior Vice President of Waller No No U.S.
Capital Corporation(3) and Vice
President, Manager and member of
Investment Committee of Waller-
Sutton Media, L.L.C.(2)
</TABLE>
<PAGE> 11
- --------------------------------------------------------------------------------
Annex 2a (continued)
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f)
<S> <C> <C> <C> <C> <C>
John T. Woodruff Waller Capital Corporation(3) Senior Vice President of Waller No No U.S.
Capital Corporation(3) and Vice
President, Manager and member of
Investment Committee of Waller-
Sutton Media, L.L.C.(2)
John R. Ubhaus Waller-Sutton Media, L.L.C.(2) Vice President, Treasurer, Manager No No U.S.
and member of Investment
Committee of Waller-Sutton
Media, L.L.C.(2)
Joel A. Goldblatt Waller-Sutton Media, L.L.C.(2) Vice President, Manager and No No U.S.
member of Investment Committee
of Waller-Sutton Media, L.L.C.(2)
Joseph P. Duggan Waller Capital Corporation(3) Senior Vice President of Waller No No U.S.
Capital Corporation(3)
</TABLE>
Notes:
(1) The address of Waller-Sutton Media Partners, L.P. is c/o Waller-Sutton
Management Group, Inc., 1 Rockefeller Plaza, Suite 3300, New York, NY
10020.
(2) The address of Waller-Sutton Media, L.L.C. is c/o Waller-Sutton
Management Group, Inc., 1 Rockefeller Plaza, Suite 3300, New York, NY
10020.
(3) The address of Waller Capital Corporation is 30 Rockefeller Plaza,
Suite 4350, New York, NY 10112.
<PAGE> 12
Signature
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned hereby certifies that the information set forth in this
Schedule is true, complete, and correct.
Date: July 16, 1998 WALLER-SUTTON MEDIA PARTNERS, L.P.
By: Waller-Sutton Media, L.L.C., its general
partner
By:/s/ Cathy M. Brienza
-----------------------------
Name: Cathy M. Brienza
Title: Vice President
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Signature
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned hereby certifies that the information set forth in this
Schedule is true, complete, and correct.
Date: July 16, 1998 WALLER-SUTTON MEDIA, L.L.C.
By: /s/ Cathy M. Brienza
-----------------------------
Name: Cathy M. Brienza
Title: Vice President
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
- Page 12 of 12 Pages -
<PAGE> 1
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock, par value $.01 per share, of Regent Communications,
Inc. and that this agreement be included as an Exhibit to such joint filing.
This agreement may be executed in any number of counterparts all of which when
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement this
14th day of July, 1998.
WALLER-SUTTON MEDIA PARTNERS, L.P.
By: Waller-Sutton Media, L.L.C., its
general partner
By: /s/ Cathy M. Brienza
-----------------------------
Name: Cathy M. Brienza
Title: Vice President
WALLER-SUTTON MEDIA, L.L.C.
By: /s/ Cathy M. Brienza
------------------------------
Name: Cathy M. Brienza
Title: Vice President
