-----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, NxODm3gdYmjinFQrn4ipBpTw5auHljJb6zi6fLgmouPim7BaRwXparTeDSEsc+h7 jCCuVwTShZ0hof5ptYPZ+A== 0000902135-04-000001.txt : 20040517 0000902135-04-000001.hdr.sgml : 20040517 20040517114203 ACCESSION NUMBER: 0000902135-04-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040513 FILED AS OF DATE: 20040517 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BA CAPITAL CO LP CENTRAL INDEX KEY: 0000902135 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 04810544 BUSINESS ADDRESS: STREET 1: 100 NORTH TRYON STREET 25TH FLOOR CITY: CHARLOTTE STATE: NC ZIP: 28225 BUSINESS PHONE: 7043861792 MAIL ADDRESS: STREET 1: 100 NORTH TRYON STREET 25TH FLOOR CITY: CHARLOTTE STATE: NC ZIP: 28225 FORMER NAME: FORMER CONFORMED NAME: NATIONSBANC CAPITAL CORP DATE OF NAME CHANGE: 19930423 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2004-05-13 0 0001058623 CUMULUS MEDIA INC cmls 0000902135 BA CAPITAL CO LP 100 NORTH TRYON STREET 25TH FLOOR CHARLOTTE NC 28225 0 0 1 1 See note (1) on Exhibit 99.1. Class A Common Stock 840250 D Director Stock Options (Right to Buy) 19.38 2004-05-13 4 A 0 40000 0 A 2014-05-13 Class A Common Stock 40000 40000 I see exhibit 99.1 Class B Common Stock Class A Common Stock 11630759 11630759 D See note (2) of attached responses on Exhibit 99.1. See note (3) of attached responses on Exhibit 99.1. See note (4) of attached responses on Exhibit 99.1. See note (5) of attached responses on Exhibit 99.1. See notes (2) and (6) of attached responses on Exhibit 99.1. /s/ J. Travis Hain, Managing Member of BA Equity Management GP, LLC, the general partner of BA Equity Management, L.P., the sole member of BA SBIC Management, LLC, the general partner of BA Capital Company, L.P. 2004-05-14 EX-99.1 2 cumulusjointfiler.htm JOINT FILER INFORMATION (Page 3 of 5)

(Page 3 of 7)

Explanation of Responses:

(1) BA Capital Company, L.P. may be considered a director by deputization as a result of its right to designate a member of the Issuer's board of directors.

(2) BA Capital Company, L.P. holds 840,250 shares of Class A Common Stock and 1,979,996 shares of Class B Common Stock of the Issuer. These securities may be deemed to be beneficially owned by (a) BA SBIC Management, LLC, the general partner of BA Capital Company, L.P., (b) BA Equity Management, L.P., the sole member of BA SBIC Management, LLC, (c) BA Equity Management GP, LLC, the general partner of BA Equity Management, L.P., and (d) J. Travis Hain, the managing member of BA Equity Management GP, LLC. Mr. Hain disclaims beneficial ownership of such securities.

(3) The option vests quarterly over four years, commencing on May 13, 2004 and ending on March 31, 2008.

(4) The option was granted to Robert H. Sheridan, who serves on the board of directors of the Issuer as a designee of BA Capital Company, L.P., in a transaction exempt under Rule 16b-3. Pursuant to the policies of BA Capital Company, L.P and its affiliates, Mr. Sheridan is deemed to hold the reported option for the benefit of BA Capital Company, L.P and must exercise the option solely upon the direction of BA Capital Company, L.P. BA Capital Company, L.P may be deemed the indirect beneficial owner of the option. BA Capital Company, L.P disclaims beneficial ownership of the option except to the extent of its pecuniary interest therein.

(5) The Class B Common Stock does not have an expiration date and is exercisable immediately for Class A Common Stock on a 1-for-1 basis at the election of the holder for no additional consideration.

(6) Banc of America Capital Investors SBIC, L.P. holds 9,650,763 shares of Class B Common Stock. These securities may be deemed to be beneficially owned by (a) Banc of America Capital Management SBIC, LLC, the general partner of Banc of America Capital Investors SBIC, L.P., (b) Banc of America Capital Management, L.P., the sole member of Banc of America Capital Management SBIC, LLC, (c) BACM I GP, LLC, the general partner of Banc of America Capital Management, L.P., and (d) Mr. Hain, the managing member of BACM I GP, LLC. Mr. Hain disclaims beneficial ownership of all such securities.

 

(Page 4 of 7)

JOINT FILER INFORMATION

Name: BA SBIC Management, LLC

c/o BA Capital Company, L.P.

100 North Tryon Street, Floor 25

Charlotte, NC 28255

Designated Filer: BA Capital Company, L.P.

Issuer and

Ticker Symbol: Cumulus Media Inc. (CMLS)

Date of Event

Requiring Statement: May 14, 2004

Signature: BA SBIC MANAGEMENT, LLC

By: BA Equity Management, L.P., its sole member

By: BA Equity Management GP, LLC, its general partner

By: /s/ J. Travis Hain

Name: J. Travis Hain

Title: Managing Member

 

Name: BA Equity Management, L.P.

c/o BA Capital Company, L.P.

100 North Tryon Street, Floor 25

Charlotte, NC 28255

Designated Filer: BA Capital Company, L.P.

Issuer and

Ticker Symbol: Cumulus Media Inc. (CMLS)

Date of Event

Requiring Statement: May 14, 2004

Signature: BA EQUITY MANAGEMENT, L.P.

By: BA Equity Management GP, LLC, its general partner

By: /s/ J. Travis Hain

Name: J. Travis Hain

Title: Managing Member

(Page 5 of 7)

Name: BA Equity Management GP, LLC

c/o BA Capital Company, L.P.

100 North Tryon Street, Floor 25

Charlotte, NC 28255

Designated Filer: BA Capital Company, L.P.

Issuer and

Ticker Symbol: Cumulus Media Inc. (CMLS)

Date of Event

Requiring Statement: May 14, 2004

Signature: BA EQUITY MANAGEMENT GP, LLC

By: /s/ J. Travis Hain

Name: J. Travis Hain

Title: Managing Member

 

Name: J. Travis Hain

c/o BA Capital Company, L.P.

100 North Tryon Street, Floor 25

Charlotte, NC 28255

Designated Filer: BA Capital Company, L.P.

Issuer and

Ticker Symbol: Cumulus Media Inc. (CMLS)

Date of Event

Requiring Statement: May 14, 2004

Signature: /s/ J. Travis Hain

J. Travis Hain

(Page 6 of 7)

Name: Banc of America Capital Investors SBIC, L.P.

c/o BA Capital Company, L.P.

100 North Tryon Street, Floor 25

Charlotte, NC 28255

Designated Filer: BA Capital Company, L.P.

Issuer and

Ticker Symbol: Cumulus Media Inc. (CMLS)

Date of Event

Requiring Statement: May 14, 2004

Signature: BANC OF AMERICA CAPITAL INVESTORS SBIC, L.P.

By: Banc of America Capital Management SBIC, LLC, its general partner

By: Banc of America Capital Management, L.P., its sole member

By: BACM I GP, LLC, its general partner

By: /s/ J. Travis Hain

Name: J. Travis Hain

Title: Managing Member

Name: Banc of America Capital Management SBIC, LLC

c/o BA Capital Company, L.P.

100 North Tryon Street, Floor 25

Charlotte, NC 28255

Designated Filer: BA Capital Company, L.P.

Issuer and

Ticker Symbol: Cumulus Media Inc. (CMLS)

Date of Event

Requiring Statement: May 14, 2004

Signature: BANC OF AMERICA CAPITAL MANAGEMENT SBIC, LLC

By: Banc of America Capital Management , L.P., its sole member

By: BACM I GP, LLC, its general partner

By: /s/ J. Travis Hain

Name: J. Travis Hain

Title: Managing Member

(Page 7 of 7)

Name: Banc of America Capital Management, L.P.

c/o BA Capital Company, L.P.

100 North Tryon Street, Floor 25

Charlotte, NC 28255

Designated Filer: BA Capital Company, L.P.

Issuer and

Ticker Symbol: Cumulus Media Inc. (CMLS)

Date of Event

Requiring Statement: May 14, 2004

Signature: BANC OF AMERICA CAPITAL MANAGEMENT, L.P.

By: BACM I GP, LLC, its general partner

By: /s/ J. Travis Hain

Name: J. Travis Hain

Title: Managing Member

 

Name: BACM I GP, LLC

c/o BA Capital Company, L.P.

100 North Tryon Street, Floor 25

Charlotte, NC 28255

Designated Filer: BA Capital Company, L.P.

Issuer and

Ticker Symbol: Cumulus Media Inc. (CMLS)

Date of Event

Requiring Statement: May 14, 2004

Signature: BACM I, GP, LLC

By: /s/ J. Travis Hain

Name: J. Travis Hain

Title: Managing Member

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