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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.
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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:
William H. Ingram Paul A. Gajer
c/o Waller-Sutton Management Rubin Baum Levin Constant &
Group, Inc. Friedman
One Rockefeller Plaza, Suite 3300 30 Rockefeller Plaza
New York, New York 10020 29th Floor
New York, New York 10112
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
JUNE 15, 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))
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CUSIP No. 758865 10 9 13D Page 2 of 8 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
84,057 shares 25.9%
Number of -----------------------------------------------------------------
Shares 8 SHARED VOTING POWER
Beneficially 0 shares 0%
Owned By -----------------------------------------------------------------
Each 9 SOLE DISPOSITIVE POWER
Reporting 84,057 shares 25.9%
Person -----------------------------------------------------------------
With 10 SHARED DISPOSITIVE POWER
0 shares 0%
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
84,057 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This statement on Schedule 13D, dated March 4, 1999, relates to 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 shares of the
Series F Preferred Stock (as defined below) and the Warrant (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 50,000 shares of the Issuer's Series F Convertible Preferred Stock
(the "Series F Preferred Stock") and a warrant (the "Warrant") to purchase
10,000 shares of the Common Stock, for an aggregate purchase price of $250,000.
At the same closing, Waller-Sutton and the Other Purchasers purchased an
aggregate of 2,000,000 shares of Series F Preferred Stock and warrants to
purchase an aggregate of 850,000 shares of the Common Stock, for an aggregate
purchase price of $10,000,000. 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, the Reporting
Person is committed to purchase an additional 50,000 shares of Series F
Preferred Stock for $250,000 and Waller-Sutton and the Other Purchasers are
committed to purchase an additional 2,000,000 shares of Series F Preferred Stock
for an aggregate purchase price of $10,000,000, 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. On November 30, 1998, the Reporting Person purchased 9,756 shares of
Series F Preferred Stock for $48,780 and on
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February 23, 1999, the Reporting Person purchased an additional 14,301 shares of
Series F Preferred Stock for $71,505. Each of such purchases was made at an
Additional Closing.
The warrants issued to the Reporting Person, 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).
The Reporting Person and 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 the Reporting Person and Mr.
Richard H. Patterson.
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 March 4, 1999:
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Shares of Percentage of Shares of
Common Stock Common Stock
Name Beneficially Owned Beneficially Owned
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William H. Ingram 84,057 shares 25.9%
The 84,057 shares of Common Stock beneficially owned by the Reporting
consist of 74,057 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 the Warrant. 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 25.9% of the Common Stock.
Waller-Sutton and Waller-LLC, as Waller-Sutton's sole general partner,
beneficially own a total of (i) 1,481,145 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 for an aggregate consideration of $7,045,725. The Reporting Person
disclaims beneficial ownership of such shares of Series C 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 June 15, 1998 through
February 23, 1999, inclusive.
Number of shares
Name Date of Acquisition Beneficially Acquired Exercise Price
William H. Ingram 6/15/98 50,000 --
William H. Ingram 6/15/98 10,000 $5.00
William H. Ingram 11/30/98 9,756 --
William H. Ingram 2/23/99 14,301 --
(d) Not Applicable.
(e) Not Applicable.
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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, the Reporting Person, 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 the Reporting Person 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.
On June 15, 1998, the Reporting Person, 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
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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
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1 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.*
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 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.*
4 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.*
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* 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.
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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: March 4, 1999
By: /s/ WILLIAM H. INGRAM
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Name: William H. Ingram
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