-----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, Slls55fXPkXZMC9G9CqU5Vd/T+IhtyrXon1YjCypuN+22sGSGHVevlIkml98uYYi C44u+uCg+A7Gr+uj8Bie5w== 0001047469-98-025585.txt : 19980629 0001047469-98-025585.hdr.sgml : 19980629 ACCESSION NUMBER: 0001047469-98-025585 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 4 333-48849 FILED AS OF DATE: 19980626 EFFECTIVENESS DATE: 19980626 SROS: NONE 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: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-57905 FILM NUMBER: 98655491 BUSINESS ADDRESS: STREET 1: 0 STREET 2: 330 EAST KILBOURN AVE CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142834500 MAIL ADDRESS: STREET 1: 330 EAST KILBOURN AVE STREET 2: 330 EAST KILBOURN AVE CITY: MILWAUKEE STATE: WI ZIP: 53202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CUMULUS BROADCASTING INC CENTRAL INDEX KEY: 0001064451 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 364166936 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-57905-01 FILM NUMBER: 98655492 BUSINESS ADDRESS: STREET 1: 111 EAST KILBEUM AVENUE STREET 2: SUITE 2700 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4146152800 MAIL ADDRESS: STREET 1: 111 EAST KILBEUM AVENUE STREET 2: SUITE 2700 CITY: MILWAUKEE STATE: WI ZIP: 53202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MINORITY RADIO ASSOCIATES INC CENTRAL INDEX KEY: 0001064452 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 581741314 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-57905-02 FILM NUMBER: 98655493 BUSINESS ADDRESS: STREET 1: 111 EAST KILBEUM AVENUE STREET 2: SUITE 2700 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4146152800 MAIL ADDRESS: STREET 1: 111 EAST KILBEUM AVENUE STREET 2: SUITE 2700 CITY: MILWAUKEE STATE: WI ZIP: 53202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORJAY BROADCASTING CORP CENTRAL INDEX KEY: 0001064453 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 561003735 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-57905-03 FILM NUMBER: 98655494 BUSINESS ADDRESS: STREET 1: 111 EAST KILBEUM AVENUE STREET 2: SUITE 2700 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4146152800 MAIL ADDRESS: STREET 1: 111 EAST KILBEUM AVENUE STREET 2: SUITE 2700 CITY: MILWAUKEE STATE: WI ZIP: 53202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CUMULUS LICENSING CORP CENTRAL INDEX KEY: 0001064454 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 564166966 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-57905-04 FILM NUMBER: 98655495 BUSINESS ADDRESS: STREET 1: 111 EAST KILBEUM AVENUE STREET 2: SUITE 2700 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4146152800 MAIL ADDRESS: STREET 1: 111 EAST KILBEUM AVENUE STREET 2: SUITE 2700 CITY: MILWAUKEE STATE: WI ZIP: 53202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORJAY LICENSING CORP CENTRAL INDEX KEY: 0001064455 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 364231735 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-57905-05 FILM NUMBER: 98655496 BUSINESS ADDRESS: STREET 1: 111 EAST KILBEUM AVENUE STREET 2: SUITE 2700 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4146152800 MAIL ADDRESS: STREET 1: 111 EAST KILBEUM AVENUE STREET 2: SUITE 2700 CITY: MILWAUKEE STATE: WI ZIP: 53202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MRA LICENSING CORP CENTRAL INDEX KEY: 0001064456 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 364231737 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-57905-06 FILM NUMBER: 98655497 BUSINESS ADDRESS: STREET 1: 111 EAST KILBEUM AVENUE STREET 2: SUITE 2700 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4146152800 MAIL ADDRESS: STREET 1: 111 EAST KILBEUM AVENUE STREET 2: SUITE 2700 CITY: MILWAUKEE STATE: WI ZIP: 53202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEM RADIO FIVE LTD CENTRAL INDEX KEY: 0001064457 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-57905-07 FILM NUMBER: 98655498 BUSINESS ADDRESS: STREET 1: 111 EAST KILBEUM AVENUE STREET 2: SUITE 2700 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4146152800 MAIL ADDRESS: STREET 1: 111 EAST KILBEUM AVENUE STREET 2: SUITE 2700 CITY: MILWAUKEE STATE: WI ZIP: 53202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARRIBEAN COMMUNICATIONS CO LTD CENTRAL INDEX KEY: 0001064459 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-57905-08 FILM NUMBER: 98655499 BUSINESS ADDRESS: STREET 1: 111 EAST KILBEUM AVENUE STREET 2: SUITE 2700 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4146152800 MAIL ADDRESS: STREET 1: 111 EAST KILBEUM AVENUE STREET 2: SUITE 2700 CITY: MILWAUKEE STATE: WI ZIP: 53202 S-1MEF 1 S-1MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1998 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- CUMULUS MEDIA INC. (Exact name of Registrant as specified in its charter) ILLINOIS 4832 36-4159663 (State or other jurisdiction of (Primary standard industrial (IRS employer incorporation or organization) classification code number) identification number)
---------------------------- 111 EAST KILBOURN AVE. SUITE 2700 MILWAUKEE, WI 53202 (414) 615-2800 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive office) ---------------------------- RICHARD W. WEENING EXECUTIVE CHAIRMAN LEWIS W. DICKEY, JR. EXECUTIVE VICE CHAIRMAN CUMULUS MEDIA INC. 111 EAST KILBOURN AVE. SUITE 2700 MILWAUKEE, WI 53202 (414) 615-2800 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------------- COPIES TO: WILLIAM F. SCHWITTER, ESQ. GEORGE R. KROUSE, JR., ESQ. PAUL, HASTINGS, JANOFSKY & WALKER LLP SIMPSON THACHER & BARTLETT 399 PARK AVENUE 425 LEXINGTON AVENUE NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10017 (212) 318-6000 (212) 455-2000
---------------------------- APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ (File No. 333-48849) If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ---------------------------- CALCULATION OF REGISTRATION FEE
PROPOSED AMOUNT PROPOSED MAXIMUM MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF TO BE OFFERING PRICE PER AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED SHARE(1) OFFERING PRICE(1) FEE Class A Common Stock, par value $.01 per 205,358 share.................................... shares(2) $14.00 $ 2,875,000 $ 850 10 3/8% Senior Subordinated Notes due 2008..................................... $10,000,000 100% $10,000,000 $2,950 Guarantees of 10 3/8% Senior Subordinated Notes due 2008........................... $10,000,000 (3) (3) (3)
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457. (2) Includes 26,786 shares issuable upon exercise of the Underwriters' over-allotment option. (3) No additional consideration for the Guarantees of 10 3/8% Senior Subordinated Notes due 2008. Pursuant to Rule 457(n), no separate fee is payable therefor. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TABLE OF OTHER REGISTRANTS
PRIMARY EXACT NAME OF STATE OR OTHER STANDARD REGISTRANT AS JURISDICTION OF INDUSTRIAL I.R.S. EMPLOYER SPECIFIED IN ITS INCORPORATION OR CLASSIFICATION IDENTIFICATION CHARTER ORGANIZATION CODE NUMBER NO. - ------------------------------------------------------------- ----------------------- --------------- ---------------- Cumulus Broadcasting, Inc.................................... Nevada 4832 36-4166963 Cumulus Licensing Corp....................................... Nevada 4832 36-4166966 Caribbean Communications Company Ltd......................... Montserrat 4832 N.A. GEM Radio Five Ltd........................................... Trinidad and Tobago 4832 N.A. Forjay Broadcasting Corporation.............................. South Carolina 4832 56-1003735 Forjay Licensing Corp........................................ Nevada 4832 36-4231735 Minority Radio Associates, Inc............................... Georgia 4832 58-1741314 MRA Licensing Corp........................................... Nevada 4832 36-4231737
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-48849) Cumulus Media Inc. (the "Company") hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1 (File No. 333-48849) declared effective on June 25, 1998 by the Securities and Exchange Commission, including each of the documents filed by the Company with the Commission as exhibits thereto. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 26, 1998. CUMULUS MEDIA INC. CUMULUS BROADCASTING, INC. CUMULUS LICENSING CORP. FORJAY BROADCASTING CORPORATION FORJAY LICENSING CORP. MINORITY RADIO ASSOCIATES, INC. MRA LICENSING CORP. BY: /S/ RICHARD W. WEENING ----------------------------------------- Richard W. Weening EXECUTIVE CHAIRMAN Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: NAME TITLE DATE - ------------------------------ --------------------------- ------------------- Executive Chairman, /s/ RICHARD W. WEENING Treasurer and Director - ------------------------------ (Principal Executive June 26, 1998 Richard W. Weening Officer) /s/ RICHARD W. WEENING Executive Vice Chairman and - ------------------------------ Director Richard W. Weening, June 26, 1998 As Attorney-in-Fact for Lewis W. Dickey, Jr. /s/ RICHARD W. WEENING President and Director - ------------------------------ Richard W. Weening, June 26, 1998 As Attorney-in-Fact for William M. Bungeroth /s/ RICHARD W. WEENING Vice President and Chief - ------------------------------ Financial Officer Richard W. Weening, (Principal Accounting June 26, 1998 As Attorney-in-Fact for Officer and Principal Richard J. Bonick, Jr. Financial Officer) II-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 26, 1998. CARRIBEAN COMMUNICATIONS COMPANY LTD. BY: /S/ WILLIAM M. BUNGEROTH ----------------------------------------- William M. Bungeroth PRESIDENT Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: NAME TITLE DATE - ------------------------------ --------------------------- ------------------- /s/ RICHARD W. WEENING Chairman and Director - ------------------------------ June 26, 1998 Richard W. Weening /s/ RICHARD W. WEENING Director - ------------------------------ Richard W. Weening, June 26, 1998 As Attorney-in-Fact for Lewis W. Dickey, Jr. /s/ WILLIAM M. BUNGEROTH President, Treasurer and - ------------------------------ Director (Principal June 26, 1998 William M. Bungeroth Executive Officer) /s/ RICHARD W. WEENING Vice President and Director - ------------------------------ Richard W. Weening, as June 26, 1998 Attorney-in-Fact for Robin Woodard Weening Director - ------------------------------ John Dickey /s/ RICHARD W. WEENING General Manager (Principal - ------------------------------ Accounting Officer and Richard W. Weening, as Principal Financial June 26, 1998 Attorney-in-Fact for Officer) Cheryl Chambers II-8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 26, 1998. GEM RADIO FIVE LTD. BY: /S/ WILLIAM M. BUNGEROTH ----------------------------------------- William M. Bungeroth PRESIDENT Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: NAME TITLE DATE - ------------------------------ --------------------------- ------------------- /s/ WILLIAM M. BUNGEROTH President and Director - ------------------------------ (Principal Executive June 26, 1998 William M. Bungeroth Officer) /s/ RICHARD W. WEENING General Manager and - ------------------------------ Director (Principal Richard W. Weening, as Accounting Officer and June 26, 1998 Attorney-in-Fact for Principal Financial Cheryl Chambers Officer) /s/ RICHARD W. WEENING Director - ------------------------------ Richard W. Weening, as June 26, 1998 Attorney-in-Fact for Robin Woodard Weening Director - ------------------------------ David Chang Director - ------------------------------ Ingrid Crooks-Hussein II-9 EXHIBIT INDEX
PAGE NO. DESCRIPTION NUMBER - ---------- -------------------------------------------------------------------------------------------- ------------- 5.1 Opinion of Holleb & Coff as to the validity of the additional Common Stock. 5.2 Opinion of Paul, Hastings, Janofsky & Walker LLP as to the validity of the additional Notes. 23.1 Consent of Price Waterhouse LLP 23.2 Consent of Holleb & Coff (included in Exhibit 5.1) 23.3 Consent of Paul, Hastings, Janofsky & Walker LLP (included in Exhibit 5.2)
EX-5.1 2 EXH 5.1 CONSENT OF HOLLEB & COBB Exhibit 5.1 June 26, 1998 Cumulus Media Inc. 111 East Kilbourn Avenue Milwaukee, WI 53202 Ladies and Gentlemen: We have acted as special counsel for Cumulus Media Inc., an Illinois corporation (the "Company"), in connection with the Company's Registration Statement on Form S-1, as amended (the "Registration Statement") being filed by the Company under the Securities Act of 1933, as amended, relating to the offer and sale of up to 178,572 shares (the "Shares") of the Company's Class A common stock, par value $.01 per share (the "Common Stock"). Of the Shares, 26,786 are subject to an option granted to the underwriters by the Company to cover over-allotments, if any. The Registration Statement incorporates by reference the Registration Statement on Form S-1 (No. 333-48849) which was declared effective on June 25, 1998. In connection with this letter, we have examined, considered and relied solely upon the following documents (collectively, the "Documents"): the Registration Statement; the form of the Company's Amended and Restated Articles of Incorporation; the form of the Company's Bylaws; certain written consent resolutions of the Company's Board of Directors and shareholders; a certificate of the Company's secretary; and such matters of law as we have considered necessary or appropriate for the expression of the opinions contained herein. In rendering the opinions set forth below, we have assumed without investigation the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies, and the veracity of the Documents. As to questions of fact material to the opinions hereinafter expressed, we have relied upon the representations and warranties of the Company made in the Documents. Cumulus Media Inc. June 26, 1998 Page 2 Based solely upon and subject to the Documents, and subject to the qualification set forth below, we are of the opinion that the Shares, when duly delivered against payment therefor, as contemplated by the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable. This opinion letter is limited to the matters stated herein and no opinions may be implied or inferred beyond the matters expressly stated herein. The opinions expressed herein are as of the date hereof, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption "Legal Matters" in the prospectus contained in the Registration Statement. Very truly yours, /s/ HOLLEB & COFF EX-5.2 3 EXH 5.2 CONSENT OF HASTINGS Exhibit 5.2 June 26, 1998 Cumulus Media Inc. 111 East Kilbourn Avenue Suite 2700 Milwaukee, WI 53202 Ladies and Gentlemen: We have acted as special counsel to Cumulus Media Inc, an Illinois corporation (the "Company") and each of the Company's subsidiaries listed in Exhibit A attached hereto (the "Guarantor Subsidiaries") in connection with the issuance of $10,000,000 Senior Subordinated Notes due 2008 (the "Notes") of the Company, in a public offering pursuant to a Registration Statement on Form S-1 (Registration No. 333- ), as amended (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended on the date hereof. The Notes will be issued pursuant to an Indenture (the "Indenture") to be entered into by the Company, the Guarantor Subsidiaries and Firstar Bank of Minnesota, N.A., as Trustee. We understand that the Notes will be guaranteed on a senior subordinated basis by each of the Guarantor Subsidiaries (the "Guarantees"). The Registration Statement incorporates by reference the registration statement on Form S-1 (No. 333-48849), which was declared effective on June 25, 1998. In our capacity as counsel for the Company in connection with the matters referred to above, we have examined the Registration Statement, the Indenture, the Guarantees and the form of the Notes, and the originals or copies certified or otherwise identified, of records of corporate action of the Company as furnished to us by the Company, certificates of public officials and of representatives of the Company, statutes and other instruments and documents, as a basis for the opinions hereinafter expressed. We are members of the bar of the State of New York and we express no opinion as to the laws of any jurisdiction other than the federal laws of the United States and the laws of the State of New York. Cumulus Media Inc. June 26, 1998 Page 2 Based upon and subject to the foregoing, we are of the opinion that: (a) the Notes, when duly executed and delivered by the Company, authenticated by the Trustee and paid for upon the terms set forth in the Registration Statement, and after the due execution and delivery of the Indenture, will constitute the valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits under the Indenture. (b) the respective Guarantees, when duly executed and delivered by each Subsidiary Guarantor upon the terms set forth in the Registration Statement, and after the due execution and delivery of each of the Indenture and the Notes, will constitute the valid and legally binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms and entitled to the benefits under the Indenture. The foregoing opinions are subject to (1) applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, moratorium or other laws affecting creditors' rights generally from time to time in effect, (2) principles governing the availability of equitable relief (regardless of whether enforcement is sought in a proceeding in equity or at law). We hereby consent to the filing of this opinion of counsel as Exhibit 5.2 to the Registration Statement and to the reference to our Firm under the caption "Legal Matters" in the prospectus relating to the Notes included in the Registration Statement. Very truly yours, /s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP Cumulus Media Inc. June 26, 1998 Page 3 Subsidiary Guarantor Jurisdiction of Incorporation - -------------------- ----------------------------- Cumulus Broadcasting, Inc. Nevada Cumulus Licensing Corp. Nevada Caribbean Communications Company Ltd. Montserrat GEM Radio Five Ltd. Trinidad and Tobago Forjay Broadcasting Corporation South Carolina Forjay Licensing Corp. Nevada Minority Radio Associates, Inc. Georgia MRA Licensing Corp. Nevada EX-23.1 4 EXH 23.1 CONSENT OF PRICE WATERHOUSE - CHICAGO EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in the Prospectus constituting part of this Registration Statement on Form S-1 of our reports as of the dates and relating to the financial statements of the companies listed below, which appear in such Prospectus.
COMPANY DATE OF REPORT - -------------------------------------------------------------------------------------- -------------------------- Cumulus Media Inc. March 18, 1998, except as to Note 15, which is as of June 18, 1998 Albany Broadcasting Company May 28, 1998 American Communications Company, Inc. May 29, 1998 Arbor Radio LP February 19, 1998 Beaumont Skywave, Inc. May 21, 1998 Caribbean Communications Company Limited March 9, 1998 Carolina Broadcasting, Inc. and Georgetown Radio, Inc. March 4, 1998 Castle Broadcasting Limited Partnership May 21, 1998 Clearly Superior Radio Properties February 24, 1998 Communications Properties, Inc. May 26, 1998 Crystal Radio Group, Inc. March 13, 1998 Esprit' Communication Corporation May 26, 1998 Forjay Broadcasting Corporation May 21, 1998 HVS Partners February 25, 1998 Jan-Di Broadcasting, Inc. April 30, 1998 K-Country, Inc. May 29, 1998 Lesnick Communications, Inc. May 19, 1998 Louisiana Media Interests, Inc. and Subsidiaries March 9, 1998 M&M Partners June 4, 1998 Midland Broadcasters, Inc. May 12, 1998 The Midwestern Broadcasting Company, Radio Stations WWWM-FM and WLQR-AM February 11, 1998 Mustang Broadcasting Company May 21, 1998 Ninety Four Point One, Inc. and KAYD AM/FM February 20, 1998, except as to Note 7, which is as of March 6, 1998 Pamplico Broadcasting, L.P. May 28, 1998 Phoenix Broadcast Partners, Inc. May 20, 1998
COMPANY DATE OF REPORT - -------------------------------------------------------------------------------------- -------------------------- Radio Ingstad, Inc., Radio Albert Lea, Inc. and KRCH of Minnesota, Inc. May 29, 1998 Savannah Valley Broadcasting Radio Properties February 27, 1998 Seacoast Radio Company, LLC June 12, 1998 Sunny Broadcasters, Inc. June 12, 1998 Tallahassee Broadcasting, Inc. May 22, 1998 Tally Radio, LC May 22, 1998 Tryon-Seacoast Communications, Inc. May 22, 1998 Value Radio Corporation February 24, 1998 Venice Broadcasting Corp. June 9, 1998 Wilks Broadcast Acquisitions, Inc. February 16, 1998 WJCL-FM May 21, 1998 WKKO-FM, WRQN-FM, WTOD-AM and WIMX-FM February 6, 1998 WWFG-FM and WOSC-FM March 18, 1998
We also consent to the reference to us under the heading "Experts" in such Prospectus. /s/ PRICE WATERHOUSE LLP Chicago, Illinois June 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----