0000950103-11-003952.txt : 20110926 0000950103-11-003952.hdr.sgml : 20110926 20110926193049 ACCESSION NUMBER: 0000950103-11-003952 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110916 FILED AS OF DATE: 20110926 DATE AS OF CHANGE: 20110926 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CUMULUS MEDIA INC CENTRAL INDEX KEY: 0001058623 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 364159663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3280 PEACHTREE ROAD N.W. STREET 2: SUITE 2300 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 4049490700 MAIL ADDRESS: STREET 1: 3280 PEACHTREE ROAD N.W. STREET 2: SUITE 2300 CITY: ATLANTA STATE: GA ZIP: 30305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARCUS JEFFREY CENTRAL INDEX KEY: 0001158783 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 111108148 MAIL ADDRESS: STREET 1: CRESTVIEW STREET 2: 667 MADISON AVENUE, 10TH FL. CITY: NEW YORK STATE: NY ZIP: 10065 3/A 1 edgar.xml PRIMARY DOCUMENT X0204 3/A 2011-09-16 2011-09-21 0 0001058623 CUMULUS MEDIA INC CMLS 0001158783 MARCUS JEFFREY C/O CRESTVIEW ADVISORS, L.L.C. 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 0 0 Filer does not beneficially own securities of issuer 0 I See Footnote (1) Filer does not beneficially own securities of issuer 4.34 2011-09-16 2021-09-16 Filer does not beneficially own securities of issuer 0 I See Footnote (1) The reporting person is a member of the board of directors of the issuer and is a Managing Director of Crestview, L.L.C., which is the general partner of Crestview Partners II GP, L.P., which serves as the general partner of Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Partners (FF), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. (collectively, the "Crestview Funds"). Each of the Crestview Funds is a member of Crestview Radio Investors, LLC, which on September 16, 2011 acquired 51,843,318 shares of Class A Common Stock and 7,776,498 warrants of the issuer. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Exhibit List: Exhibit 24 - Power of Attorney, dated September 16, 2011. All information on this report was previously included on a Form 3 filed on September 21, 2011. This amendment is being filed solely to add the Power of Attorney as Exhibit 24. Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. /s/ Everlyn C. Pellicone, as attorney-in-fact 2011-09-26 EX-24 2 dp26383_ex24.htm EXHIBIT 24 Unassociated Document
Exhibit 24
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints each of Ross A. Oliver and Evelyn C. Pellicone, signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
 
(1)
execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of Cumulus Media Inc. (the “Company”), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Exchange Act”);
 
 
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, including any amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
 
(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interests of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of September, 2011.
 
 
 
/s/ Jeffrey Marcus
  
 
Signature
  
     
  Jeffrey Marcus  
 
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