SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)

Cumulus Media Inc.

(Name of Subject Company (issuer))

Cumulus Media Inc. (Offeror and Issuer)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Class A Common Stock, $.01 par value per share

(Title of Class of Securities)

231082-10-8

(CUSIP Number of Class of Securities)

Lewis W. Dickey, Jr.
Chairman, President and Chief Executive Officer
Cumulus Media Inc.
14 Piedmont Center
Suite 1400
Atlanta, Georgia 30305
(404) 949-0700

(Name, address and telephone number of person authorized to

receive notices and communications on behalf of filing person)

Copy to:
Mark L. Hanson, Esq.
Jones Day
1420 Peachtree St. N.E.
Suite 800
Atlanta, Georgia 30309
(404) 521-3939

CALCULATION OF FILING FEE*

Transaction Valuation*	Amount of Filing Fee**
$143,750,000.00	$15,381.00

*	Calculated solely for purposes of determining the filing fee. This amount is based on the purchase of 11,500,000 shares of Class A Common Stock at the maximum tender offer price of $12.50 per share.
**	The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $107.00 per million of the aggregate amount of cash offered by Cumulus Media Inc.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $15,381.00

Form or Registration No.: Schedule TO-I

Filing Party: Cumulus Media Inc.

Date Filed: May 17, 2006

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.

þ issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

INTRODUCTION

     This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on May 17, 2006, as amended and supplemented by Amendment No. 1 to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 31, 2006 and Amendment No. 2 to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on June 8, 2006 (collectively, the “Schedule TO”) by Cumulus Media Inc., a Delaware corporation (“Cumulus” or the “Company”), relating to the offer by Cumulus to purchase up to 11,500,000 shares of its Class A Common Stock, $.01 par value per share (the “Class A Common Stock”), at a price not less than $11.00 nor greater than $12.50 per share (such per share purchase price, the “Purchase Price”), net to the seller in cash, without interest. The offer is subject to the terms and conditions set forth in the Offer to Purchase, dated May 17, 2006 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”) which, together with any amendments or supplements to either, collectively constitute the “Offer.”

     This Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchase and the Letter of Transmittal were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

Item 11. Additional Information.

     Item 11 of the Schedule TO is hereby amended and supplemented by adding the following paragraph at the end thereof:

     “On June 15, 2006, Cumulus issued a press release announcing the preliminary results of the Offer, which expired at 12:00 midnight, New York City time, on Wednesday, June 14, 2006. A copy of the press release is filed as Exhibit (a)(1)(K) to this Schedule TO and is incorporated herein by reference.”

Item 12. Exhibits.

     Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

     (a)(1)(K)* Press Release, dated June 15, 2006.

* Filed herewith.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

	CUMULUS MEDIA INC.
	By:	/s/        Martin R. Gausvik
		Name:	Martin R. Gausvik
		Title:	Executive Vice President, Treasurer
			and Chief Financial Officer
Date: June 15, 2006

Exhibit Index

(a)(1)(A)*	Offer to Purchase, dated May 17, 2006.
(a)(1)(B)*	Letter of Transmittal.
(a)(1)(C)*	Notice of Guaranteed Delivery.
(a)(1)(D)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated May 17, 2006.
(a)(1)(E)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated May 17, 2006.
(a)(1)(F)*	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(G)	Press Release, dated May 10, 2006 (incorporated herein by reference to the Company’s Tender Offer Statement on Schedule TO, filed on May 10, 2006).
(a)(1)(H)*	Press Release, dated May 17, 2006.
(a)(1)(I)*	Summary Advertisement.
(a)(1)(J)*	Press Release, dated June 8, 2006.
(a)(1)(K)**	Press Release, dated June 15, 2006.
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)	Not applicable.
(b)(1)	Credit Agreement, dated as of June 7, 2006, by and among Cumulus Media Inc., as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent, Banc of America Securities LLC and Wachovia Capital Markets, LLC, as joint lead arrangers and joint bookrunners, Wachovia Bank, National Association, as syndication agent, and the co-documentation agents named therein (incorporated herein by referenced to Exhibit 10.1 of the Company’s current report on Form 8-K, filed on June 8, 2006).
(d)(1)*	Stock Purchase Agreement, dated as of May 9, 2006, by and among Cumulus Media Inc., Banc of America Capital Investors SBIC, L.P. and BA Capital Company, L.P.
(d)(2)	Voting Agreement, dated as of June 30, 1998, by and between NationsBanc Capital Corp., Cumulus Media Inc. and the stockholders named therein (incorporated herein by reference to Exhibit 4.2 of the Company’s quarterly report on Form 10-Q for the period ended September 30, 2001).
(d)(3)*	Shareholder Agreement, dated as of March 28, 2002, by and between Cumulus Media Inc. and Banc of America Capital Investors SBIC, L.P.
(d)(4)	Registration Rights Agreement, dated as of June 30, 1998, by and among Cumulus Media Inc., NationsBanc Capital Corp., Heller Equity Capital Corporation, The State of Wisconsin Investment Board and The Northwestern Mutual Life Insurance Company (incorporated herein by reference to Exhibit 4.1 of the Company’s quarterly report on Form 10-Q for the period ended September 30, 2001).
(d)(5)	Amended and Restated Registration Rights Agreement, dated as of January 23, 2002, by and among Cumulus Media Inc., Aurora Communications, LLC and the other parties identified therein (incorporated herein by reference to Exhibit 2.2 of the Company’s current report on Form 8-K, filed on February 7, 2002).
(d)(6)	Registration Rights Agreement, dated March 28, 2002, between Cumulus Media Inc. and DBBC, L.L.C. (incorporated herein by reference to Exhibit 10.18 of the Company’s annual report on Form 10-K for the year ended December 31, 2002).
(d)(7)	Cumulus Media 2004 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.1 of the Company’s registration statement on Form S-8, filed on August 9, 2004 (Commission File No. 333-118047)).
(d)(8)	Cumulus Media Inc. 2002 Stock Incentive Plan (incorporated herein by reference to Exhibit 4.1 of the Company’s registration statement on Form S-8, filed on April 15, 2003 (Commission File No. 333-104542)).
(d)(9)	Cumulus Media Inc. 2000 Stock Incentive Plan (incorporated herein by reference to Exhibit 4.1 of the Company’s registration statement on Form S-8, filed on June 7, 2001 (Commission File No. 333-62538)).

(d)(10)	Cumulus Media Inc. 1999 Stock Incentive Plan (incorporated herein by reference to Exhibit 4.1 of the Company’s registration statement on Form S-8, filed on June 7, 2001 (Commission File No. 333-62542)).
(d)(11)	Form of Cumulus Media Inc. 1998 Employee Stock Incentive Plan (incorporated herein by reference to Exhibit 10.10 of the Company’s registration statement on Form S-1, filed on June 25, 1998 and declared effective on June 26, 1998 (Commission File No. 333-48849)).
(d)(12)	Cumulus Media Inc. 1999 Executive Stock Incentive Plan (incorporated herein by reference to Exhibit 4.2 of the Company’s registration statement on Form S-8, filed on June 7, 2001 (Commission File No. 333-62542)).
(d)(13)	Form of Cumulus Media Inc. 1998 Executive Stock Incentive Plan (incorporated herein by reference to Exhibit 10.11 of the Company’s registration statement on Form S-1, filed on June 25, 1998 and declared effective on June 26, 1998 (Commission File No. 333-48849)).
(d)(14)	Second Amended and Restated Employment Agreement between Cumulus Media Inc. and Lewis W. Dickey, Jr. (incorporated herein by reference to Exhibit 10.1 to the Company’s current report on Form 8-K, filed on October 19, 2004).
(d)(15)	Amended and Restated Employment Agreement between Cumulus Media Inc. and Lewis W. Dickey, Jr. (incorporated herein by reference to Exhibit 10.1 of the Company’s quarterly report on Form 10-Q for the period ended September 30, 2001).
(d)(16)	Promissory Note, dated as of February 2, 2000, made by Lewis W. Dickey, Jr., in favor of Cumulus Media Inc. (incorporated herein by reference to Exhibit 10.21 of the Company’s annual report on Form 10-K for the year ended December 31, 2001).
(d)(17)	Restricted Shares Agreement, dated April 25, 2005, between the Company and Lewis W. Dickey, Jr. (incorporated herein by reference to Exhibit 10.1 of the Company’s current report on Form 8-K, filed on April 29, 2005).
(d)(18)	Form of Restricted Shares Agreement (incorporated herein by reference to Exhibit 10.2 of the Company’s current report on Form 8-K, filed on April 29, 2005).
(d)(19)	Employment Agreement between Cumulus Media Inc. and John G. Pinch (incorporated herein by reference to Exhibit 10.2 of the Company’s quarterly report on Form 10-Q for the period ended September 30, 2001).
(d)(20)	Employment Agreement between Cumulus Media Inc. and Martin R. Gausvik (incorporated herein by reference to Exhibit 10.3 of the Company’s quarterly report on Form 10-Q for the period ended September 30, 2001).
(d)(21)	Employment Agreement between Cumulus Media Inc. and John W. Dickey (incorporated herein by reference to Exhibit 10.4 of the Company’s quarterly report on Form 10-Q for the period ended September 30, 2001).
(g)	Not applicable.
(h)	Not applicable.

*	Previously filed.
**	Filed herewith.

EX-99.(A)(1)(K)

EXHIBIT (a)(1)(k)

For Release 8:59 a.m. Eastern Time, June 15, 2006

CUMULUS MEDIA INC. ANNOUNCES
PRELIMINARY RESULTS OF DUTCH AUCTION TENDER OFFER

Cumulus Also Expects to Repurchase Shares of Class B Common Stock from Affiliates of
Bank of America Corporation at the Tender Offer Purchase Price

     Atlanta, Georgia — June 15, 2006 — Cumulus Media Inc. (NASDAQ: CMLS) announced today the preliminary results of its modified “Dutch auction” tender offer, which expired at midnight, New York City time on June 14, 2006. In the tender offer, Cumulus offered to purchase for cash up to 11,500,000 shares of its Class A Common Stock at a per share purchase price not less than $11.00 nor greater than $12.50.

     In accordance with the terms and conditions of the tender offer, Cumulus expects to accept for purchase approximately 11,500,000 million shares of its Class A Common Stock at a purchase price of $11.50 per share, for a total cost of approximately $132.3 million. A preliminary count by Computershare Trust Company of New York, the depositary for the tender offer, indicates that 15,529,859 shares of Class A Common Stock, including shares that were tendered through notice of guaranteed delivery, were validly tendered and not validly withdrawn at prices at or below the purchase price. Because the number of shares tendered at or below the purchase price exceeded the number of shares that Cumulus offered to purchase, the resulting proration factor is expected to be approximately 73.96% of the shares tendered, assuming the valid tender of all shares tendered through notice of guaranteed delivery.

     The final proration factor applicable to the shares will be determined and announced promptly after the final results are available. After the final proration factor has been determined, Cumulus will promptly commence payment for the shares purchased in the tender offer. Any shares validly tendered and not purchased due to proration, conditional tenders or shares tendered at a price above the per share purchase price will be returned promptly to the tendering stockholders.

     The shares expected to be purchased in the tender offer represent approximately 24.1% of the 47,697,508 shares of Class A Common Stock issued and outstanding as of May 9, 2006. As a result of the completion of the tender offer, immediately following payment for the tendered shares, Cumulus expects that approximately 36.2 million shares of Class A Common Stock will be issued and outstanding.

     The number of shares validly tendered and not validly withdrawn, the purchase price and the proration factor are preliminary and subject to verification by Computershare Trust Company of New York. The actual number of shares validly tendered and not validly withdrawn, the purchase price and the final proration factor will be announced promptly following the completion of the verification process.

     Additionally, on June 29, 2006, Cumulus expects to repurchase 4,500,000 shares of its Class B Common Stock from BA Capital Company, L.P. (“BA Capital”) and Banc of America Capital Investors SBIC, L.P. (“BACI”) at the final per share purchase price determined in the tender offer. BA Capital and BACI also have the option to sell to Cumulus up to an additional 500,000 shares of Class B Common Stock at the same per share price, although in no event will Cumulus be obligated to pay an aggregate purchase price for shares of the Class B Common Stock to be purchased from BA Capital and BACI, together with the shares of Class A Common Stock being purchased in

the tender offer, that is greater than $200.0 million. Cumulus previously announced the entry into a stock purchase agreement to purchase those shares of Class B Common Stock at the purchase price established in the tender offer.

     This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of any class of the Company’s common stock.

     Certain statements in this release, including statements regarding the anticipated purchase of shares by Cumulus from its stockholders (including BACI and BA Capital), the estimated fully diluted share count, and other statements, other than recitation of historical facts, are “forward-looking” statements, which are statements that relate to the Company’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 the Company’s markets, the possibility that advertisers may cancel or postpone schedules in response to national or world events, competition for audience share, the Company’s success in executing and integrating acquisitions, the Company’s ability to generate sufficient cash flow to meet its 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 its annual report on Form 10-K for the year ended December 31, 2005. 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.

     Cumulus Media Inc. is the second-largest radio company in the United States based on station count. Giving effect to the completion of all pending acquisitions and divestitures, Cumulus Media, directly and through its investment in Cumulus Media Partners, will own or operate 345 radio stations in 67 U.S. media markets. The Company’s headquarters are in Atlanta, Georgia, and its web site is www.cumulus.com. Cumulus Media Inc. shares of Class A Common Stock are traded on the NASDAQ National Market under the symbol CMLS.

     All inquires regarding the tender offer should be directed to the information agent, MacKenzie Partners, Inc., by calling (800) 322-2885.

     For additional information about Cumulus, contact: Marty Gausvik, Cumulus Media Inc. (404) 949-0700.