SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 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. 3)(1)
REGENT COMMUNICATIONS, INC.
---------------------------
(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
Waller-Sutton Media Partners, L.P. RubinBaum LLP
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)
January 28, 2000
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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 1 of 7 Pages -
<PAGE>
CUSIP No. 758865 10 9 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
Waller-Sutton Media Partners, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
13-3955719
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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* N/A
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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 Delaware
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7 SOLE VOTING POWER 9.10%
Number of 3,141,554 shares
Shares --------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER 0%
Owned By 0 shares
Each --------------------------------------------------------------
Reporting 9 SOLE DISPOSITIVE POWER 9.10%
Person 3,141,554 shares
With --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0%
0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,141,554 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) 9.10%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 758865 10 9 13D Page 3 of 7 Pages
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1 NAME OF REPORTING PERSONS
Waller-Sutton Media, L.L.C.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
22-3528778
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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*
N/A
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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 Delaware
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7 SOLE VOTING POWER 9.10%
Number of 3,141,554 shares
Shares --------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER 0%
Owned By 0 shares
Each --------------------------------------------------------------
Reporting 9 SOLE DISPOSITIVE POWER 9.10%
Person 3,141,554 shares
With --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0%
0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,141,554 shares
- --------------------------------------------------------------------------------
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) 9.10%
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14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement, dated March 13, 2000, constitutes Amendment No. 3 to the
Schedule 13D dated July 16, 1998, as amended by Amendment No. 1, dated March 4,
1999 and by Amendment No. 2, dated May 13, 1999 (collectively, the "Schedule"),
regarding the beneficial ownership of Waller-Sutton Media Partners, L.P.
("Waller-Sutton") and its sole general partner, Waller-Sutton Media L.L.C.
("Waller-LLC"), of the common stock (the "Common Stock") of Regent
Communications, Inc. (the "Issuer").
ITEM 4. Purpose of Transaction.
(e) On January 28, 2000, the Issuer completed a public offering of its
common stock par value $.01 per share ("Common Stock") with gross proceeds
totaling $156,400,000 (the "Offering"). Pursuant to the terms of the Third
Amended and Restated Stockholders' Agreement of the Issuer, dated December 13,
1999 (the "Stockholders Agreement") and the relevant provisions of the
Certificate of Incorporation of the Issuer, upon consummation of the Offering,
each outstanding share of the Series C, F and H preferred stock, as well as each
share of Series D, G and K preferred stock, was converted into one share of
Common Stock (the "Conversion").
ITEM 5. Interests in Securities of the Issuer.
(a) The following sets forth the aggregate number and percentage (based on
34,515,699 shares of Common Stock outstanding) of shares of Common Stock owned
beneficially by Waller- Sutton and Waller-LLC, as of March 13, 2000:
<TABLE>
<CAPTION>
Shares of Common Percentage of Shares
Stock Beneficially of Common Stock
Owned Beneficially Owned
------------------ ------------------
<S> <C> <C>
Waller-Sutton Media Partners, L.P. 3,141,554 shares 9.10%
Waller-Sutton Media, L.L.C. 3,141,554 shares 9.10%
</TABLE>
The 3,141,554 shares of Common Stock beneficially owned by Waller-Sutton
and Waller-LLC consist of (i) 2,491,554 shares of Common Stock (400,640 shares
issued upon the conversion of its Series C Preferred Stock, 2,000,005 shares
issued upon the conversion of the Series F Preferred Stock held by Waller-Sutton
and 90,909 shares issued upon the conversion of the Series H Preferred Stock
held by Waller-Sutton) and (ii) 650,000 shares of Common Stock issuable upon the
exercise of a warrant (the "Warrant") issued to Waller-Sutton under a purchase
agreement, dated June 15, 1998. Based upon 34,515,699 shares of Common Stock
outstanding, Waller-Sutton beneficially owns 9.10% of the Common Stock.
Waller-LLC is the sole general partner of Waller-Sutton and therefore
beneficially owns the shares of Common Stock held by Waller-Sutton.
William H. Ingram, a member and Chairman of Waller-LLC and a limited
partner of Waller-Sutton, serves as a Director on the Board of Directors of the
Issuer and beneficially owns
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<PAGE>
100,000 shares of Common Stock and a warrant to purchase 10,000 shares of Common
Stock. Waller-Sutton disclaims beneficial ownership of such shares of Common
Stock. In addition, Mr. Ingram disclaims beneficial ownership of all the shares
of the Issuer's Common Stock owned by Waller-Sutton. Richard H. Patterson, a
member of Waller-LLC and a limited partner of Waller- Sutton, also serves as a
Director on the Board of Directors of the Issuer and disclaims beneficial
ownership of all the shares of the Issuer's Common Stock owned by Waller-Sutton.
(b) Waller-Sutton has the sole power to vote all 2,491,554 shares of
Common Stock and upon the exercise of the Warrant, Waller-Sutton would also have
the sole power to vote all 650,000 additional shares of Common Stock.
(c) The terms of the Stockholders Agreement and the relevant provisions of
the Certificate of Incorporation of the Issuer, provide that each share of
Series C preferred stock, as well as each share of Series D, F, G, H and K
preferred stock, would be converted into one share of Common Stock, upon the
closing of a public offering of Common Stock with gross proceeds to the Issuer
of at least $50,000,000, a per share price of at least $6.50 and provided that
the public offering occurred prior to June 15, 2000. On January 28, 2000, the
Issuer completed the Offering which had gross proceeds to the Issuer, totaling
$156,400,000 and a per share price of $8.50. Pursuant to the Stockholders
Agreement and the Certificate of Incorporation of the Issuer, on January 28,
2000, upon the closing of the Offering, each share of the Series C Preferred
Stock, the Series F Preferred Stock and the Series H Preferred Stock were
converted into one share of Common Stock.
Additionally, upon completion of the Offering and pursuant to the terms of
the Stockholders Agreement, a five member executive committee (the "Executive
Committee") was created as part of the Board of Directors of the Issuer (the
"Board"). Pursuant to the terms of the Stockholders Agreement, Mr. Ingram and
Mr. Patterson were made members of the Executive Committee as designees of
Waller-Sutton. The Executive Committee has the power to review and make
recommendations to the Board regarding the advisability of taking certain
actions. In the event that the Executive Committee recommends that the Board
approve any such action, the Board may approve or reject such action by a vote
of the majority of the voting directors. In the event the Executive Committee
votes not to recommend any such action or fails to provide a recommendation, the
Board may only approve such action with the affirmative vote of no less than
two-thirds of the total number of directors of the Board. The existence of the
Executive Committee shall terminate on the earlier of the third anniversary of
its creation or on the affirmative vote of three-fourths of the total number of
directors of the Board.
(d) not applicable
(e) not applicable
ITEM 7. Material to be Filed as Exhibits.
Exhibit # Description of Exhibit
6 Third Amended and Restated Stockholders' Agreement of Regent
Communications, Inc., dated December 13, 1999.
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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: March 13, 2000 WALLER-SUTTON MEDIA PARTNERS, L.P.
By: Waller-Sutton Media, L.L.C., its general partner
By: /s/ Cathy M. Brienza
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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 6 of 7 Pages -
<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: March 13, 2000 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).
