<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)
SERIES C CONVERTIBLE PREFERRED STOCK, $.01 PAR VALUE
(Title of Class of Securities)
758865 20 8
(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 20 8 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
400,640 shares 10.8%
Number of
Shares 8 SHARED VOTING POWER
Beneficially 0 shares 0%
Owned By
Each 9 SOLE DISPOSITIVE POWER
Reporting 400,640 shares 10.8%
Person
With 10 SHARED DISPOSITIVE POWER
0 shares 0%
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
400,640 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)
10.8%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 758865 20 8 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
400,640 shares 10.8%
Number of
Shares 8 SHARED VOTING POWER
Beneficially 0 shares 0%
Owned By
Each 9 SOLE DISPOSITIVE POWER
Reporting 400,640 shares 10.8%
Person
With 10 SHARED DISPOSITIVE POWER
0 shares 0%
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
400,640 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)
10.8%
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 Series C Convertible Preferred
Stock of Regent Communications, Inc.
ITEM 1. Security and Issuer
The title of the class of equity securities to which this
statement relates is Series C Convertible Preferred Stock, par value $.01 per
share (the "Series C Preferred 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, 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, 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
- Page 4 of 12 Pages -
<PAGE> 5
share of Faircom's common stock was exchanged for approximately .141 shares of
the Issuer's 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.
In addition, 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 Issuer's Common Stock, par value $.01 per share ("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.
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 3,720,796 shares of Series C Preferred 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 outstanding
shares of Series C Preferred Stock owned beneficially by Waller-Sutton and
Waller-LLC, as of June 30, 1998 (None of the other persons listed on Annex 2a
hereto beneficially owns any shares of Series C Preferred Stock):
<TABLE>
<CAPTION>
Shares of Percentage of Shares
Series C Preferred Stock of Series C Preferred Stock
Name Beneficially Owned Beneficially Owned
- ---- ------------------------ ---------------------------
<S> <C> <C>
Waller-Sutton Media Partners, L.P. 400,640 shares 10.8%
Waller-Sutton Media, L.L.C. 400,640 shares 10.8%
</TABLE>
In addition, Waller-Sutton (and its sole general partner Waller-LLC)
beneficially owns 2,050,640 shares of Common Stock, which consists 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 of Common Stock
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 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 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. 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 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.
3 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.*
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., Joel Fairman, PNC Bank, N.A.
(as trustee), William L. Stakelin, Terry S. Jacobs, 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).
- 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 9 of 12 Pages -
<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 10 of 12 Pages -
<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 11 of 12 Pages -
<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 Class C Convertible Preferred 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
- Page 13 of 12 Pages -
<PAGE> 1
Exhibit 2
NOTE PURCHASE AGREEMENT
Note Purchase Agreement dated as of June 15, 1998 among Blue Chip
Capital Fund II Limited Partnership ("Blue Chip"), Miami Valley Venture Fund
L.P. ("Miami") and Waller-Sutton Media Partners, L.P. ("Purchaser"). The parties
hereby agree as follows:
1. Immediately prior to the consummation of the Transactions (as
defined below), each of Blue Chip and Miami will sell to Purchaser and Purchaser
will purchase from Blue Chip and Miami, the principal amounts of Class A
Convertible Subordinated Promissory Notes ("Class A Notes") and Class B
Convertible Subordinated Promissory Notes ("Class B Notes" and, together with
the Class A Notes, the "Notes") of Faircom Inc., a Delaware corporation
("Faircom"), set forth on Exhibit 1 hereto for the prices set forth on such
Exhibit 1, and Purchaser will pay such purchase price to Blue Chip and Miami by
wire transfer. At the closing of the transactions contemplated hereby (the
"Closing"), Blue Chip and Miami will deliver to Purchaser the Notes duly
endorsed for transfer to Purchaser and Purchaser will deliver the purchase price
to each of them as provided above. As used herein, the term "Transactions" shall
mean the Merger (as defined below), the closing of the sale of shares of Series
F Convertible Preferred Stock of Regent Communications, Inc. ("Regent") pursuant
to a Stock Purchase Agreement, dated as of June 15, 1998, among Regent,
Purchaser and the other parties thereto (the "Series F Purchase Agreement"), and
the other transactions referred to in the Series F Purchase Agreement and which
are conditions to the obligations of the Purchaser thereunder.
2. Each of Blue Chip and Miami, severally and not jointly,
represents and warrants to Purchaser, as of the date hereof and as of the date
of the Closing, as follows:
a. It is a limited partnership duly organized and validly
existing under the laws of the State of Ohio with full partnership power to
execute and deliver this Agreement and to perform its obligations hereunder. The
execution, delivery and performance of this Agreement have been duly approved by
all necessary partnership action on its behalf and will not conflict with or
violate any provision of its Agreement of Limited Partnership, any law, rule or
regulation binding on it, any order of any court or governmental instrumentality
to which it is subject or any contract or agreement to which it is a party or to
which its assets or properties are subject. This Agreement constitutes its
legal, valid and binding obligation, enforceable against it in accordance with
its terms. Blue Chip and Miami have obtained all consents or approvals, and made
all filings and notifications, required in connection with the transactions
contemplated hereunder (including the conversion of the Notes by the Purchaser
to shares of Faircom common stock, as confirmed by Faircom in Section 6 hereof),
except that the consent of AT&T Commercial Finance Corporation to the transfer
of the Notes is required, as contemplated by Section 7 hereof.
b. The Notes to be sold by it pursuant to this Agreement are
owned by it free and clear of any lien, charge or encumbrance, except as set
forth in this agreement. Neither it nor, to the best of its knowledge, Faircom
is in default in any respect with respect to, and no Event of Default (as
defined in the Notes), or event or condition which upon notice or passage of
time would become an Event of Default, exists with respect to, the Notes.
c. It is not in breach or default of and it has no knowledge
of any event or condition which, with notice or lapse of time or both, would
constitute a breach or default by any other party to (i) the Securities Purchase
Agreement dated as of June 30, 1997 among Blue Chip, Miami, Faircom and
Faircom's subsidiaries (the "Securities Purchase Agreement"), (ii) the
Intercreditor and Subordination Agreement dated as of June 30, 1997 among
Faircom and its
<PAGE> 2
subsidiaries, Blue Chip, Miami and AT&T Commercial Finance Corporation (the
"Senior Lender") or the Acknowledgment and Reaffirmation thereof dated as of
January 22, 1998 (collectively, the "Subordination Agreement"), and (iii) the
Agreement of Merger dated as of December 5, 1997 among Faircom, Regent Merger
Corp., Regent, Blue Chip and Miami (as amended, the "Merger Agreement"), and
there exists no breach by Blue Chip or Miami of any representation, warranty,
covenant or agreement of such party thereunder. There is no material
misstatement or omission of any material fact, with respect to either of Miami
or Blue Chip contained in any information provided to the Purchaser by either of
them or on their behalf or provided by either of them to Regent for inclusion in
the Registration Statement on Form S-4 filed by Regent in respect of the
securities of Regent being issued in connection with such merger (the "Form
S-4").
d. The Notes are valid and enforceable obligations of Faircom,
and are not subject to any claims, defenses or offsets whatsoever. The Class A
Notes set forth on Exhibit 1 are freely convertible into shares of Faircom
common stock at the rate of one share per $0.44474094 of principal amount of
Class A Notes (for an aggregate of 1,653,309 shares of Faircom common stock),
and the Class B Notes set forth on Exhibit 1 are freely convertible into shares
of Faircom common stock at the rate of one share per $0.64354206 of principal
amount of Class B Notes (for an aggregate of 1,188,277 shares of Faircom common
stock).
3. Purchaser represents and warrants to each of Blue Chip and
Miami, as of the date hereof and as of the date of the Closing, as follows:
a. Purchaser has full power and authority under its
organizational documents to execute and deliver this Agreement and to perform
its obligations hereunder. The execution, delivery and performance of this
Agreement by Purchaser have been duly approved on its behalf and will not
conflict with any provision of its organizational documents or any other
agreement to which it is a party. This Agreement constitutes Purchaser's legal,
valid and binding obligation, enforceable against it in accordance with its
terms.
b. Purchaser is acquiring the Notes, and will acquire any
securities issued upon conversion thereof, for its own account for investment
and without any intent to dispose of them in violation of applicable securities
laws. Purchaser is a sophisticated investor and has had an opportunity to
investigate the business and affairs of Faircom. Purchaser has reviewed the
information with respect to Purchaser contained in the Form S-4 filed by Regent
and there has been no material misstatement of fact as to the Purchaser provided
by Purchaser to Regent for inclusion in the Form S-4. Neither Blue Chip nor
Miami has made any representation or warranty as to the value or collectibility
of the Notes. Purchaser is an "accredited investor" as defined under Rule
501(a)(8) under the Securities Act of 1933.
c. Purchaser has received and read the Securities Purchase
Agreement and the Intercreditor and Subordination Agreement.
4. The parties acknowledge that the Notes have been issued
pursuant to the Securities Purchase Agreement and are entitled to the benefits
and subject to the provisions thereof, however, each of Blue Chip and Miami
represents that none of such provisions shall in any way affect or limit the
conversion by Purchaser of the Notes to Faircom common stock or the issuance to
Purchaser of Series C Preferred Stock of Regent upon or prior to the
consummation of the merger contemplated pursuant to the Merger Agreement (the
"Merger") in respect thereof.
2
<PAGE> 3
5. The parties acknowledge that the rights of the Investors (as defined
in the Securities Purchase Agreement) and the holders of the Notes are subject
to the provisions of the Subordination Agreement.
6. The parties acknowledge that, pursuant to the Merger Agreement, Blue
Chip and Miami have agreed to convert all of the Notes into common stock of
Faircom immediately prior to the consummation of the Merger. Purchaser will
convert all of the Notes acquired by Purchaser hereunder into common stock of
Faircom immediately prior to the consummation of the Merger pursuant to the
Merger Agreement. Solely for purposes of effecting such conversion, Blue Chip
and Miami hereby assign to Purchaser a pro-rata portion of their rights and
obligations under the Merger Agreement and Purchaser agrees to be bound by the
terms thereof. Each of Miami and Blue Chip severally represents to Purchaser,
and, by its execution and delivery of this Agreement, Faircom hereby
acknowledges and agrees that (i) the Notes to be purchased by the Purchaser
pursuant to this Agreement are convertible without payment of any consideration
to Faircom or any other party into the number of shares of common stock of
Faircom set forth in Section 2(d) above; (ii) such conversion will be effected
immediately prior to the consummation of the Merger without further notice or
action by Purchaser. Faircom acknowledges receipt of the endorsement of the
Notes and hereby represents that upon the effectiveness of the Merger, the
shares of common stock of Faircom issued or issuable upon conversion of the
Notes purchased hereunder shall be converted into the right to receive 400,640
shares of Series C Preferred Stock of Regent on the terms and subject to the
conditions set forth in the Merger Agreement.
7. The parties agree that the parties shall have no obligation to
consummate the transactions contemplated by this Agreement unless and until such
time as Blue Chip and Miami have obtained any and all consents needed by them to
consummate the transactions contemplated hereby, including but not limited to
those consents that may be needed from AT&T Commercial Finance Corporation in
order to sell the Notes hereunder and permit their conversion by the Purchaser.
Each of the parties shall use its best efforts to obtain such consents.
8. Notices, consents and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given when (a)
delivered by hand or (b) sent by telecopier (with receipt confirmed), provided
that a copy is mailed by Federal Express or other express delivery service, in
each case to the appropriate addresses and telecopier numbers set forth below
(or to such other addresses, and telecopier numbers as a party may designate as
to itself by notice to the other parties).
a. If to Blue Chip or Miami:
c/o Blue Chip Venture Company, Ltd.
2000 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
Telecopier No.: 513-723-2306
Attention: John H. Wyant
with a copy to:
3
<PAGE> 4
Taft, Stettinius & Hollister LLP
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202
Telecopier No.: 513-381-0205
Attention: Gerald S. Greenberg, Esq.
b. If to Purchaser:
Waller-Sutton Media Partners, L.P.
c/o Waller-Sutton Management Group, Inc.
1 Rockefeller Plaza
Suite 3300
New York, New York 10020
Telecopier No.: 212-218-4355
Attention: Cathy M. Brienza
with a copy to:
Rubin Baum Levin Constant & Friedman
30 Rockefeller Plaza
New York, New York 10112
Telecopier No.: 212-698-7825
Attention: Ronald Greenberg, Esq.
9. Miscellaneous.
a. Expenses. Each party shall bear its own expenses incident
to the preparation, negotiation, execution and delivery of this Agreement and
the performance of its obligations hereunder.
b. Payment. A wire transfer or check shall not discharge any
obligation of payment under this Agreement and is accepted subject to
collection.
c. Captions. The captions in this Agreement are for
convenience of reference only and shall not be given any effect in the
interpretation of this agreement.
d. No Waiver. The failure of a party to insist upon strict
adherence to any obligation of this Agreement shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.
e. Exclusive Agreement; Amendment. This Agreement supersedes
all prior agreements among the parties with respect to its subject matter, is
intended (together with the documents referred to herein) as a complete and
exclusive statement of the terms of the agreement among the parties with respect
thereto, and cannot be changed or terminated orally.
4
<PAGE> 5
f. Counterparts. This Agreement may be executed in two (2) or
more counterparts each of which shall be considered an original.
g. Governing Law. This Agreement shall be governed by the
internal law of the State of New York, without regard to the conflicts of law
principles thereof.
h. Attorney's Fees. In any action or proceeding brought by a
party to enforce any provision of this Agreement, the prevailing party shall be
entitled to recover the reasonable costs and expenses incurred by it in
connection with that action or proceeding (including, but not limited to,
attorney's fees).
i. Designation of Forum and Consent to Jurisdiction. The
parties hereto (a) designate the United States District Court for the Southern
District of New York, or the Supreme Court of the State of New York, New York
County, as the forum where all matters pertaining to this Agreement may be
adjudicated, and (b) by the foregoing designation, consent to the exclusive
jurisdiction and venue of such court for the purpose of adjudicating all
matters pertaining to this Agreement.
j. Waiver of Jury Trial. As a specifically bargained
inducement for each other party to enter into this Agreement, each of the
parties hereto waives any right it may have to have a jury participate in
resolving any dispute arising our of or related to this Agreement. Instead, any
such disputes resolved in court shall be resolved in a bench trial without a
jury.
k. Binding Agreement. This Agreement shall be binding upon all
parties hereto, their successors and assigns, and shall inure to the benefit of
the parties hereto, their successors and assigns.
BLUE CHIP CAPITAL FUND II LIMITED
PARTNERSHIP
By: BLUE CHIP VENTURE COMPANY, LTD.,
its General Partner
By: /s/ John H. Wyant
-----------------
MIAMI VALLEY VENTURE FUND, L.P.
By: BLUE CHIP VENTURE COMPANY OF
DAYTON, LTD., its Special Limited Partner
By: /s/ John H. Wyant
-----------------
John H. Wyant
Manager
WALLER-SUTTON MEDIA PARTNERS, L.P.
5
<PAGE> 6
By: WALLER-SUTTON MEDIA, L.L.C.,
its General Partner
By: /s/ Cathy M. Brienza
--------------------
Member
BY ITS SIGNATURE BELOW,
FAIRCOM INC. AGREES TO
BE BOUND BY THE PROVISIONS
OF THE LAST SENTENCE OF SECTION 6
AND THE PROVISIONS OF SECTION 9:
FAIRCOM INC.
By: /s/ Joel M. Fairman
-------------------
6
<PAGE> 7
Exhibit 1
<TABLE>
<CAPTION>
Class A Notes Class B Notes Price (1)
------------- ------------- ---------
Conversion Rate Conversion Rate
= $0.44474094 = $0.64354206
<S> <C> <C> <C>
Blue Chip Capital Fund II $625,000 $650,000 $1,275,000
Miami Valley Venture 110,294 114,706 225,000
Fund L.P. -------- -------- ----------
Total $735,294 $764,706 $1,500,000
</TABLE>
(1) Excludes accrued interest at 7% per annum from June 30, 1997 to the Closing,
which will be paid by Faircom to Blue Chip and Miami on the date of the Closing.
7
