-----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, SPRYq9LHXXbcDGPKAzKheQ+ejjNHHv0nD9XUrpxRkPVLnxB1K+fTu93jT21JLO3/ 1F/b1Uk4WM4QR/UN1DLPNw== 0000950144-03-013607.txt : 20031211 0000950144-03-013607.hdr.sgml : 20031211 20031211153838 ACCESSION NUMBER: 0000950144-03-013607 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031210 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031211 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: 031049525 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 g86309e8vk.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): December 11, 2003 (December 10, 2003)

CUMULUS MEDIA INC.
(Exact name of registrant as specified in its charter)
         
Delaware   000-24525   36-4159663
 
 
(State or other jurisdiction   (Commission   (IRS employer
of incorporation)   File Number)   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

 

 

Item 5. Other Events.

     On December 10, 2003, Cumulus Media Inc. issued a press release announcing that it has reached an agreement with the United States Securities and Exchange Commission to settle the previously disclosed investigation by the SEC of certain actions alleged to have occurred in 1999. The SEC has alleged that Cumulus, as a result primarily of the actions of three of its former officers, violated certain provisions of the federal securities laws in 1999. Pursuant to the settlement, and without admitting or denying any of the SEC’s allegations, Cumulus has consented to the entry of an order enjoining Cumulus from future violations of certain provisions of the federal securities laws. The SEC will assess no monetary penalties or fines against Cumulus.

     A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

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

     (c) Exhibits.

         The following exhibits are filed with this report:

     
Exhibit No.   Exhibit Description
     
99.1   Press Release, dated December 10, 2003.

 

 

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.

     
CUMULUS MEDIA INC.
     
By:   /s/ Richard S. Denning
    Name: Richard S. Denning
    Title: Vice President and
              General Counsel

Date: December 11, 2003

 

 

EXHIBIT INDEX

     
Exhibit No.
   Exhibit Description
 
    
99.1
   PRESS RELEASE, DATED DECEMBER 10, 2003

EX-99.1 3 g86309exv99w1.txt EX-99.1 PRESS RELEASE DATED DECEMBER 10, 2003 EXHIBIT 99.1 CUMULUS MEDIA INC. Cumulus Announces Conclusion of SEC Investigation of Alleged Actions from 1999 ATLANTA, GA, December 10, 2003 - Cumulus Media Inc. (NASDAQ: CMLS) today announced that it has reached an agreement with the United States Securities and Exchange Commission to settle the previously disclosed investigation by the SEC of certain actions alleged to have occurred in 1999. The SEC has alleged that Cumulus, as a result primarily of the actions of three of its former officers--Richard W. Weening, the former Executive Chairman; Richard J. Bonick, Jr., the former Chief Financial Officer; and Daniel O'Donnell, the former Vice President of Finance--violated certain provisions of the federal securities laws in 1999. Pursuant to the settlement, and without admitting or denying any of the SEC's allegations, Cumulus has consented to the entry of an order enjoining Cumulus from future violations of certain provisions of the federal securities laws. The SEC will assess no monetary penalties or fines against Cumulus. Cumulus believes that the SEC settlement represents the last step in resolving the stockholder and regulatory matters that arose over three years ago under its former management. 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 287 radio stations in 58 mid-size, U.S. media markets. The company's headquarters are in Atlanta, Georgia, and its web site is www.cumulus.com. The information above may contain forward-looking statements. Such statements reflect management's beliefs and expectations, and are subject to risks and uncertainties that may cause actual results or outcomes to differ materially. A discussion of risks and uncertainties that may affect Cumulus Media, Inc. is included in Cumulus Media's periodic filings with the SEC. For further information, please contact: Marty Gausvik (404) 949-0700 -----END PRIVACY-ENHANCED MESSAGE-----