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)(1)
REGENT COMMUNICATIONS, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
758865 10 9
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(CUSIP Number)
Copy to:
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Paul A. Gajer
William H. Ingram Rubin Baum Levin Constant & Friedman
c/o Waller-Sutton Management Group, Inc. 30 Rockefeller Plaza
One Rockefeller Plaza, Suite 3300 29th Floor
New York, New York 10020 New York, New York 10112
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
May 6, 1998
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(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>
CUSIP No. 758865 10 9 SCHEDULE 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
William H. Ingram
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a. |_|
b. |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
Number of
Shares 110,000 shares 31.4%
Beneficially --------------------------------------------------------
Owned By 8 SHARED VOTING POWER
Each
Reporting 0 shares 0%
Person --------------------------------------------------------
With 9 SOLE DISPOSITIVE POWER
110,000 shares 31.4%
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10 SHARED DISPOSITIVE POWER
0 shares 0%
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,000 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.4%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement, dated May 13, 1999, constitutes Amendment No. 1 to
the Schedule 13D, dated March 4, 1999 (the "Schedule"), regarding the beneficial
ownership of William H. Ingram, 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
William H. Ingram (the "Reporting Person"), a United States citizen,
is the Chairman, Manager and a member of the Investment Committee of
Waller-Sutton Media L.L.C. ("Waller-LLC"), the sole general partner of
Waller-Sutton Media Partners, L.P. ("Waller-Sutton"). The Reporting Person's
address is c/o Waller-Sutton Management Group, Inc., One Rockefeller Plaza,
Suite 3300, New York, New York 10020. The Reporting Person has not, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding become 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.
ITEM 3. Source and Amount of Funds or Other Consideration
The Reporting Person used personal funds to purchase the additional shares
of the Series F Preferred Stock (as defined below).
ITEM 4. Purpose of Transaction
On June 15, 1998 the Reporting Person entered into a Purchase
Agreement with Waller-Sutton and certain other purchasers (the "Other
Purchasers") and the Issuer (the "Purchase Agreement"), pursuant to which the
Reporting Person purchased certain shares of the Issuer's Series F Convertible
Preferred Stock (the "Series F Preferred Stock") and certain other securities of
the Issuer, which purchases are described in the Schedule and the Exhibits
thereto. In addition, the Purchase Agreement provided that the Reporting Person
and the Other Purchasers would, under certain circumstances, become committed to
purchase additional shares of Series F Preferred Stock, at one or more
"Additional Closings," as more fully described in Item 4 of the Schedule and
Exhibit 1 thereto. On May 6, 1999, the Reporting Person purchased an additional
25,943 shares of Series F Preferred Stock for $129,715, which purchase was made
at an Additional Closing.
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).
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<PAGE>
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
Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission
on November 16, 1998 (the "Issuer's Form 10-Q")) of shares of Common Stock owned
beneficially by the Reporting Person, as of May 7, 1999:
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
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William H. Ingram 110,00 shares 31.4%
The 110,000 shares of Common Stock beneficially owned by the Reporting
consist of 100,000 shares of Common Stock issuable upon conversion of the Series
F Preferred Stock owned by the Reporting Person and 10,000 shares of Common
Stock issuable upon exercise of a Warrant owned by the Reporting Person. 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 10-Q,
the Reporting Person beneficially owns 31.4% of the Common Stock.
Waller-Sutton and Waller-LLC, as Waller-Sutton's sole general partner,
beneficially own a total of (i) 2,000,005 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 warrant and (iii) 400,640
shares issuable upon conversion of shares of the Issuer's Series C Convertible
Preferred Stock owned by Waller-Sutton which were purchased under the Purchase
Agreement for an aggregate consideration of $9,640,025. The Reporting Person
disclaims beneficial ownership of such shares of Series C Convertible Preferred
Stock, Series F Preferred Stock and Common Stock. In addition, Waller-Sutton
disclaims beneficial ownership of all the shares of the Issuer's capital stock
owned by the Reporting Person.
(b) The Reporting Person has sole power to vote and dispose of all
of the shares of Series F Preferred Stock owned by the Reporting Person.
However, the Reporting Person 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) The following is a description of all transactions in shares of
Common Stock by the Reporting Person effected from February 23, 1999 through May
6, 1999, inclusive.
Number of shares
Name Date of Acquisition Beneficially Acquired
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William H. Ingram 5/6/99 25,943
(d) Not Applicable.
(e) Not Applicable.
- Page 4 of 6 Pages -
<PAGE>
ITEM 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Concurrently with the execution of the Purchase Agreement, the
Reporting Person, Waller-Sutton, the Other Purchasers and certain other
stockholders of the Issuer entered into the Stockholders' Agreement, as
described in the Schedule and Exhibit 4 thereto
ITEM 7. Material to be Filed as Exhibits.
None.
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<PAGE>
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: May 13, 1999
By: /s/ William H. Ingram
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Name: William H. Ingram
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