CUMULUS MEDIA, INC.

Table of Contents

Table of Contents

Table of Contents

-----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, BCk61/GaRmvn8Rkd25KE4e6MUhvy9sZam1TUaXhuFW3gJjbvZOPmwvS6EYN6WYiK Tk10BWSC/p4YMPhuag/1SQ== 0000950144-03-007592.txt : 20030609 0000950144-03-007592.hdr.sgml : 20030609 20030609161118 ACCESSION NUMBER: 0000950144-03-007592 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030609 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030609 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 03737604 BUSINESS ADDRESS: STREET 1: 3535 PIEDMONT ROAD STREET 2: BUILDING 14, FOURTEENTH FLOOR CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 4049490700 MAIL ADDRESS: STREET 1: 3535 PIEDMONT ROAD STREET 2: BUILDING 14, FOURTEENTH FLOOR CITY: ATLANTA STATE: GA ZIP: 30305 8-K 1 g83314ae8vk.htm CUMULUS MEDIA, INC. CUMULUS MEDIA, INC.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 9, 2003 (June 9, 2003)

CUMULUS MEDIA INC.

(Exact name of registrant as specified in its charter)


Delaware	000-24525	36-4159663

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS employer Identification No.)


3535 Piedmont Road, Building 14, Fourteenth Floor, Atlanta, Georgia			30305

(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (404) 949-0700

TABLE OF CONTENTS


SIGNATURES
EX-99.1 PRESS RELEASE DATED 6/9/2003

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

The following exhibits are filed with this report:

Item 9. Regulation FD Disclosure

On June 9, 2003 Cumulus Media Inc. announced that the Company had called for redemption all of its outstanding 10 3/8% Senior Subordinated Notes due 2008 and 13 3/4% Cumulative Exchangeable Redeemable Series A Preferred Stock due 2009. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

We are furnishing the information contained in this report, including the press release, pursuant to Regulation FD, promulgated by the Securities and Exchange Commission (“SEC”). This information is furnished pursuant to Item 9 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liabilities of that section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities and Exchange Act of 1934. By filing this report on Form 8-K and furnishing this information, we make no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD or that the information includes material investor information that is not otherwise publicly available.

The information contained in this report, including the information contained in the relevant portions of the press release, is summary information that is intended to be considered in the context of our SEC filings and other public announcements that we may make, by press release or otherwise, from time to time. We disclaim any current intention to revise or update the information contained in this report, although we may do so from time to time as our management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-99.1 3 g83314aexv99w1.txt EX-99.1 PRESS RELEASE DATED 6/9/2003 EXHIBIT 99.1 CUMULUS MEDIA INC. CALLS FOR REDEMPTION OF ITS REMAINING 10 3/8% NOTES DUE 2008 AND 13 <3/4>% SERIES A PREFERRED STOCK Atlanta, Georgia June 9, 2003 - Cumulus Media Inc. (NASDAQ: CMLS) today announced that the Company has called for redemption of all its outstanding 10 3/8% Senior Subordinated Notes due 2008 (the "Notes") and 13 <3/4>% Cumulative Exchangeable Redeemable Series A Preferred Stock due 2009 (the "Preferred Stock"). Lew Dickey, Chairman, President and Chief Executive Officer, commented, "This marks the final step in our efforts to both simplify and optimize our capital structure. The anticipated net result of the redemption of the Notes and the Preferred Stock will be a more than 500 basis point reduction in our average cost of debt and a dramatic improvement in our ability to generate free cash flow into the future." The $13,691,000 aggregate principal amount of the Notes outstanding will be redeemed on July 3, 2003 at a redemption price of 105.188% of the principal amount, plus accrued and unpaid interest through July 2, 2003. Notes are to be presented to the trustee, U.S. Bank National Association, in accordance with instructions set forth in the Notice of Redemption that was sent to all holders of the Notes. The 9,268 shares of the Preferred Stock outstanding, valued at $9,268,000, will be redeemed on July 7, 2003 at a redemption price of 106.875% of the stated value. Shares of the Preferred Stock are to be presented to the Company's transfer agent, SunTrust Bank, in accordance with instructions set forth in the Notice of Redemption that was sent to all holders of the Preferred Stock. Cumulus Media Inc. is the second-largest radio company in the United States based on station count. Giving effect to the completion of all announced pending acquisitions and divestitures, Cumulus Media will own and operate 268 radio stations in 55 mid-size U.S. media markets. The company's headquarters are in Atlanta, Georgia, and its web site is www.cumulus.com. Statements in this release may constitute "forward-looking" statements, which are statements that relate to Cumulus Media Inc.'s future plans, revenues, station operating income, earnings, objectives, expectations, performance, and similar projections, as well as any facts or assumptions underlying these statements or projections. Actual results may differ materially from the results expressed or implied in these forward-looking statements, due to various risks, uncertainties or other factors. These factors include competition within the radio broadcasting industry, advertising demand in our markets, the possibility that advertisers may cancel or postpone schedules in response to political events, competition for audience share, our success in executing and integrating acquisitions, our ability to generate sufficient cash flow to meet our debt-service obligations and finance operations, and other risk factors described from time to time in Cumulus Media Inc.'s filings with the Securities and Exchange Commission, including Cumulus Media Inc.'s Form 10-K for the year ended December 31, 2002. Cumulus Media Inc. assumes no responsibility to update the forward-looking statements contained in this release as a result of new information, future events or otherwise. For additional information, contact: Marty Gausvik, Cumulus Media Inc. (404) 949-0700. -----END PRIVACY-ENHANCED MESSAGE-----

Exhibit No.

Exhibit Description

Press Release, dated June 9, 2003.