-----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, T5dSAXQH6BAKVC8b4EEJ2esKMxlIzW6AzRbWubnvPyU7jM8VdktCieCukJWX9XJC 0OOZRWK1zxwqDpFXRPKt1w== 0000950144-04-009436.txt : 20040930 0000950144-04-009436.hdr.sgml : 20040930 20040930111922 ACCESSION NUMBER: 0000950144-04-009436 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040928 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040930 DATE AS OF CHANGE: 20040930 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: 041054450 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 g91127e8vk.htm CUMULUS MEDIA INC. CUMULUS MEDIA INC.
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UNITED STATES
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)     September 30, 2004 (September 28, 2004)     

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          

n/a


(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
     
 
     



 


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Item 8.01 – Other Events.
Item 9.01 – Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1 PRESS RELEASE,DATED SEPTEMBER 28, 2004


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Section 8 – Other Events

Item 8.01 – Other Events.

     On September 28, 2004, Cumulus Media Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors has authorized the purchase, from time to time, of up to $100 million in shares of its Class A Common Stock, subject to the terms of the Company’s credit facility. The amount and timing of repurchases will depend on market conditions. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits.

     (c) Exhibits. The following exhibits are filed with this report:

     
Exhibit No.
  Description
99.1
  Press Release, dated September 28, 2004

 


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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/ Martin R. Gausvik    
    Name:   Martin R. Gausvik   
    Title:   Executive Vice President and Chief Financial Officer   
 

Date: September 30, 2004

 


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EXHIBIT INDEX

     
Exhibit No.
  Description
99.1
  Press Release, dated September 28, 2004

 

EX-99.1 2 g91127exv99w1.txt EX-99.1 PRESS RELEASE,DATED SEPTEMBER 28, 2004 EXHIBIT 99.1 [CUMULUS LOGO] For Release 7:30 AM Eastern Time, Tuesday, September 28, 2004 CUMULUS MEDIA INC. ANNOUNCES STOCK REPURCHASE PROGRAM Atlanta, Georgia - September 28, 2004 - Cumulus Media Inc. (NASDAQ: CMLS) today announced that its Board of Directors has authorized the purchase, from time to time, of up to $100 million of its Class A Common Stock. Such purchases may be made in the open market or through block trades, in compliance with Securities and Exchange Commission guidelines and restrictions set forth in Rule 10b-18, subject to market conditions, applicable legal requirements and various other factors, including the requirements of the Company's credit facility. Lew Dickey, Chairman, President and Chief Executive Officer, commented, "Our repurchase program demonstrates the continued confidence of the Board of Directors in the future of Cumulus and our continued belief that, based upon our assessment of the future prospects of the Company, our shares are undervalued. The Board feels strongly that repurchasing our shares offers an excellent opportunity to enhance the long-term interests of the Company and our stockholders." The Company's existing credit facility limits the Company's ability to repurchase shares having an aggregate value in excess of $15 million. Repurchases in excess of that amount are dependent upon approval from the Company's lenders under its credit facility. Cumulus is commencing the process to obtain the requisite authorization from its lenders, but there can be no assurance as to the timing or terms of such approvals or whether it will be obtained. 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 Inc. will own and operate 305 radio stations in 61 mid-size and smaller U.S. media markets. The Company's headquarters are in Atlanta, Georgia, and its web site is www.cumulus.com. Cumulus Media Inc. shares are traded on the NASDAQ National Market under the symbol CMLS. 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 national or world 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, 2003. 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.
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