-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fs29+acc6ELrBn59BgS1ltGj7+7iy2fM/EGFVoputQxXS/c0OnoYon6m5ifBC9+h tIR6onHGjoJtvYwTLXd43A== 0000950123-98-006679.txt : 19980717 0000950123-98-006679.hdr.sgml : 19980717 ACCESSION NUMBER: 0000950123-98-006679 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980716 SROS: NONE GROUP MEMBERS: WALLER SUTTON MEDIA PARTNERS LP GROUP MEMBERS: WALLER-SUTTON MEDIA, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REGENT COMMUNICATIONS INC CENTRAL INDEX KEY: 0000913015 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311492857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54365 FILM NUMBER: 98667070 BUSINESS ADDRESS: STREET 1: 50 EAST RIVERCENTER BOULEVARD STREET 2: SUITE 180 CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6062920300 MAIL ADDRESS: STREET 1: 50 EAST RIVERCENTER BLVD STREET 2: SUITE 180 CITY: COVINGTON STATE: KY ZIP: 41011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WALLER SUTTON MEDIA PARTNERS LP CENTRAL INDEX KEY: 0001066079 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133955719 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O WALLER SUTTON MANAGEMENT GROUP INC STREET 2: ONE ROCKEFELLER PLAZA, SUITE 3300 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2122184350 SC 13D 1 INITIAL FILING OF A SCHEDULE 13D 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 - 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! 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! 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 - 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 - 6 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):
Shares of Percentage of Shares Series C Preferred Stock of Series C Preferred Stock Name Beneficially Owned Beneficially Owned - ---- ------------------------ --------------------------- Waller-Sutton Media Partners, L.P. 400,640 shares 10.8% Waller-Sutton Media, L.L.C. 400,640 shares 10.8%
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 - 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 - 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 - 9 Annex 2a
(a) (b) (c) (d) (e) (f) 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)
- Page 9 of 12 Pages - 10 Annex 2a (continued)
(a) (b) (c) (d) (e) (f) 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)
- Page 10 of 12 Pages - 11 Annex 2a (continued)
(a) (b) (c) (d) (e) (f) 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)
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 - 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 - EX-99.1 2 JOINT FILING AGREEMENT 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 - EX-99.2 3 NOTE PURCHASE AGREEMENT 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 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 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 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 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 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 7 Exhibit 1
Class A Notes Class B Notes Price (1) ------------- ------------- --------- Conversion Rate Conversion Rate = $0.44474094 = $0.64354206 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
(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 -----END PRIVACY-ENHANCED MESSAGE-----