-----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, PQZIKDrbuGPsAaHmVmAySCPbWNy6CXNLgtpkOwRz28dvVnjnnfLdGO8bTAoGIS7V e3kG0Hfo9NP0x7BU2l1RDw== 0000902135-06-000002.txt : 20060629 0000902135-06-000002.hdr.sgml : 20060629 20060629162512 ACCESSION NUMBER: 0000902135-06-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060629 FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BANC OF AMERICA CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001272320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 06934071 MAIL ADDRESS: STREET 1: 100 TRYON STREET 25TH FLOOR STREET 2: ATTN: EDWARD BALOGH CITY: CHERLOTTE STATE: NC ZIP: 28255 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BACM I GP LLC CENTRAL INDEX KEY: 0001272321 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 06934070 MAIL ADDRESS: STREET 1: 100 TRYON STREET 25TH FLOOR STREET 2: ATTN: EDWARD BALOGH CITY: CHERLOTTE STATE: NC ZIP: 28255 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BA SBIC MANAGEMENT LLC CENTRAL INDEX KEY: 0001274969 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 06934077 MAIL ADDRESS: STREET 1: 100 N TRYON ST 25TH FL CITY: CHARLOTTE STATE: NC ZIP: 28255 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BA EQUITY MANAGEMENT GP LLC CENTRAL INDEX KEY: 0001274970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 06934075 MAIL ADDRESS: STREET 1: 100 N TRYON ST 25TH FL CITY: CHARLOTTE STATE: NC ZIP: 28255 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BANC OF AMERICA CAPITAL INVESTORS SBIC LP CENTRAL INDEX KEY: 0001274971 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 06934073 MAIL ADDRESS: STREET 1: 100 N TRYON ST 25TH FL CITY: CHARLOTTE STATE: NC ZIP: 28255 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BA EQUITY MANAGEMENT LP CENTRAL INDEX KEY: 0001276072 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 06934076 MAIL ADDRESS: STREET 1: 100 N TRYON ST 25TH FL CITY: CHARLOTTE STATE: NC ZIP: 28255 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: HAIN J TRAVIS CENTRAL INDEX KEY: 0001223043 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 06934074 BUSINESS ADDRESS: STREET 1: 100 N TRYON ST STREET 2: 25TH FL CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 704-386-7839 MAIL ADDRESS: STREET 1: 100 NORTH TRYON STREET CITY: CHARLOTTE STATE: NC ZIP: 28255 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Banc of America Capital Management SBIC, LLC CENTRAL INDEX KEY: 0001334779 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 06934072 BUSINESS ADDRESS: STREET 1: 100 NORTH TRYON STREET STREET 2: 25TH FLOOR CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 704.386.1792 MAIL ADDRESS: STREET 1: 100 NORTH TRYON STREET STREET 2: 25TH FLOOR CITY: CHARLOTTE STATE: NC ZIP: 28255 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: 06934078 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 2006-06-29 0 0001058623 CUMULUS MEDIA INC CMLS 0000902135 BA CAPITAL CO LP 100 NORTH TRYON STREET 25TH FLOOR CHARLOTTE NC 28225 1 0 1 0 0001274969 BA SBIC MANAGEMENT LLC 100 N TRYON ST 25TH FL CHARLOTTE NC 28255 1 0 1 0 0001276072 BA EQUITY MANAGEMENT LP 100 N TRYON ST 25TH FL CHARLOTTE NC 28255 1 0 1 0 0001274970 BA EQUITY MANAGEMENT GP LLC 100 N TRYON ST 25TH FL CHARLOTTE NC 28255 1 0 1 0 0001223043 HAIN J TRAVIS 100 NORTH TRYON STREET CHARLOTTE NC 28255 1 0 1 0 0001274971 BANC OF AMERICA CAPITAL INVESTORS SBIC LP 100 N TRYON ST 25TH FL CHARLOTTE NC 28255 1 0 1 0 0001334779 Banc of America Capital Management SBIC, LLC 100 NORTH TRYON STREET 25TH FLOOR CHARLOTTE NC 28255 1 0 1 0 0001272320 BANC OF AMERICA CAPITAL MANAGEMENT LP 100 TRYON STREET 25TH FLOOR ATTN: EDWARD BALOGH CHERLOTTE NC 28255 1 0 1 0 0001272321 BACM I GP LLC 100 TRYON STREET 25TH FLOOR ATTN: EDWARD BALOGH CHERLOTTE NC 28255 1 0 1 0 Class A Common Stock 840250 D Stock Purchase Agreement (sale of Class B Common Stock) 11.5 2006-06-29 4 J 0 5000000 0 A 2006-06-29 2006-08-15 Class A Common Stock 5000000 0 D Class B Common Stock 2006-06-29 4 D 0 5000000 11.5 A Class A Common Stock 5000000 6630759 D Following the sale of Class B common stock (the "Class B Common Stock") of Cumulus Media Inc. ("Cumulus") under the Purchase Agreement (defined below), BACC holds 840,250 shares of Class A Common Stock and 849,275 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. On May 10, 2006, Cumulus announced a modified "Dutch auction" tender offer (the "Tender Offer") in which Cumulus offered to purchase up to 11.5 million shares of its Class A common stock (the "Class A Common Stock") at a price not less than $11.00 nor greater than $12.50 per share. On May 9, 2006, Cumulus, Banc of America Capital Investors SBIC, L.P. ("BACI") and BACC (and, together with BACI, "the Sellers") entered into a Stock Purchase Agreement (the "Purchase Agreement"), under which, subject to the terms and conditions therein, the Sellers agreed to sell to Cumulus and Cumulus agreed to purchase from the Sellers 5,000,000 shares of Class B Common Stock for the price per share equal to the price paid in the Tender Offer. Closing under the Purchase Agreement took place on June 29, 2006. At closing, BACC and BACI respectively sold 1,130,721 and 3,869,279 shares of Class B Common Stock for a purchase price of $11.50 per s hare. The Purchase Agreement permitted either the Sellers or Cumulus to terminate the agreement if the Tender Offer had not closed by August 15, 2006. Following the sale of Class B Common Stock under the Purchase Agreement, BACI holds 5,781,484 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. 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. BA Capital Company, L.P. ("BACC") may be considered a director by deputization as a result of its right to designate a member of the Issuer's board of directors. /s/ J. Travis Hain, Managing Member of BA Equity Management GP, LLC, the general partner of BA Equity Management, LP, the sole member of BA SBIC Management, LLC, the general partner of BA Capital Company, L.P. 2006-06-29 /s/ J. Travis Hain, Managing Member of BA Equity Management GP, LLC, the general partner of BA Equity Management, LP, the sole member of BA SBIC Management, LLC 2006-06-29 /s/ J. Travis Hain, Managing Member of BA Equity Management GP, LLC, the general partner of BA Equity Management, LP 2006-06-29 /s/ J. Travis Hain, Managing Member of BA Equity Management GP, LLC 2006-06-29 /s/ J. Travis Hain 2006-06-29 /s/ J. Travis Hain, Managing Member of BACM I GP, LLC, the general partner of Banc of America Capital Management, L.P., the sole member of Banc of America Capital Management SBIC, LLC, the general partner of Banc of America Capital Investors SBIC, L.P. 2006-06-29 /s/ J. Travis Hain, Managing Member of BACM I GP, LLC, the general partner of Banc of America Capital Management, L.P., the sole member of Banc of America Capital Management SBIC, LLC 2006-06-29 /s/ J. Travis Hain, Managing Member of BACM I GP, LLC, the general partner of Banc of America Capital Management, L.P. 2006-06-29 /s/ J. Travis Hain, Managing Member of BACM I GP, LLC 2006-06-29 -----END PRIVACY-ENHANCED MESSAGE-----