-----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, M+3M5xZEZKbuxrEuWGCGz+cOAKUtuNL+hP6a4GHlOfsJpgTug+WTlCeumFCdhF70 SdZDR5gKPIn95ePZqqzZHQ== 0000891092-00-000196.txt : 20000317 0000891092-00-000196.hdr.sgml : 20000317 ACCESSION NUMBER: 0000891092-00-000196 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000316 GROUP MEMBERS: WALLER SUTTON MEDIA PARTNERS L P GROUP MEMBERS: WALLER-SUTTON MEDIA PARTNERS, L.P. GROUP MEMBERS: WALLER-SUTTON MEDIA, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REGENT COMMUNICATIONS INC CENTRAL INDEX KEY: 0000913015 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311492857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54365 FILM NUMBER: 571485 BUSINESS ADDRESS: STREET 1: 50 EAST RIVERCENTER BOULEVARD STREET 2: SUITE 180 CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6062920030 MAIL ADDRESS: STREET 1: 50 EAST RIVERCENTER BLVD STREET 2: SUITE 180 CITY: COVINGTON STATE: KY ZIP: 41011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WALLER SUTTON MEDIA PARTNERS L P CENTRAL INDEX KEY: 0001066111 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: WALLER SUTTON MANAGEMENT GROUP INC STREET 2: ONE ROCKEFELLER PLAZA SUITE 3300 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2122184350 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (Amendment No. 3)(1) REGENT COMMUNICATIONS, INC. --------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE ---------------------------- (Title of Class of Securities) 758865 10 9 ----------- (CUSIP Number) Copy to: William H. Ingram Paul A. Gajer Waller-Sutton Media Partners, L.P. RubinBaum LLP c/o Waller-Sutton Management Group, Inc. 30 Rockefeller Plaza One Rockefeller Plaza, Suite 3300 29th Floor New York, New York 10020 New York, New York 10112 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) January 28, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of this schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) - Page 1 of 7 Pages - CUSIP No. 758865 10 9 13D Page 2 of 7 Pages ================================================================================ 1 NAME OF REPORTING PERSONS Waller-Sutton Media Partners, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 13-3955719 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 9.10% Number of 3,141,554 shares Shares -------------------------------------------------------------- Beneficially 8 SHARED VOTING POWER 0% Owned By 0 shares Each -------------------------------------------------------------- Reporting 9 SOLE DISPOSITIVE POWER 9.10% Person 3,141,554 shares With -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0% 0 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,141,554 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.10% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 758865 10 9 13D Page 3 of 7 Pages ================================================================================ 1 NAME OF REPORTING PERSONS Waller-Sutton Media, L.L.C. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 22-3528778 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 9.10% Number of 3,141,554 shares Shares -------------------------------------------------------------- Beneficially 8 SHARED VOTING POWER 0% Owned By 0 shares Each -------------------------------------------------------------- Reporting 9 SOLE DISPOSITIVE POWER 9.10% Person 3,141,554 shares With -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0% 0 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,141,554 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.10% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! This statement, dated March 13, 2000, constitutes Amendment No. 3 to the Schedule 13D dated July 16, 1998, as amended by Amendment No. 1, dated March 4, 1999 and by Amendment No. 2, dated May 13, 1999 (collectively, the "Schedule"), regarding the beneficial ownership of Waller-Sutton Media Partners, L.P. ("Waller-Sutton") and its sole general partner, Waller-Sutton Media L.L.C. ("Waller-LLC"), of the common stock (the "Common Stock") of Regent Communications, Inc. (the "Issuer"). ITEM 4. Purpose of Transaction. (e) On January 28, 2000, the Issuer completed a public offering of its common stock par value $.01 per share ("Common Stock") with gross proceeds totaling $156,400,000 (the "Offering"). Pursuant to the terms of the Third Amended and Restated Stockholders' Agreement of the Issuer, dated December 13, 1999 (the "Stockholders Agreement") and the relevant provisions of the Certificate of Incorporation of the Issuer, upon consummation of the Offering, each outstanding share of the Series C, F and H preferred stock, as well as each share of Series D, G and K preferred stock, was converted into one share of Common Stock (the "Conversion"). ITEM 5. Interests in Securities of the Issuer. (a) The following sets forth the aggregate number and percentage (based on 34,515,699 shares of Common Stock outstanding) of shares of Common Stock owned beneficially by Waller- Sutton and Waller-LLC, as of March 13, 2000:
Shares of Common Percentage of Shares Stock Beneficially of Common Stock Owned Beneficially Owned ------------------ ------------------ Waller-Sutton Media Partners, L.P. 3,141,554 shares 9.10% Waller-Sutton Media, L.L.C. 3,141,554 shares 9.10%
The 3,141,554 shares of Common Stock beneficially owned by Waller-Sutton and Waller-LLC consist of (i) 2,491,554 shares of Common Stock (400,640 shares issued upon the conversion of its Series C Preferred Stock, 2,000,005 shares issued upon the conversion of the Series F Preferred Stock held by Waller-Sutton and 90,909 shares issued upon the conversion of the Series H Preferred Stock held by Waller-Sutton) and (ii) 650,000 shares of Common Stock issuable upon the exercise of a warrant (the "Warrant") issued to Waller-Sutton under a purchase agreement, dated June 15, 1998. Based upon 34,515,699 shares of Common Stock outstanding, Waller-Sutton beneficially owns 9.10% of the Common Stock. Waller-LLC is the sole general partner of Waller-Sutton and therefore beneficially owns the shares of Common Stock held by Waller-Sutton. William H. Ingram, a member and Chairman of Waller-LLC and a limited partner of Waller-Sutton, serves as a Director on the Board of Directors of the Issuer and beneficially owns - Page 4 of 7 Pages - 100,000 shares of Common Stock and a warrant to purchase 10,000 shares of Common Stock. Waller-Sutton disclaims beneficial ownership of such shares of Common Stock. In addition, Mr. Ingram disclaims beneficial ownership of all the shares of the Issuer's Common Stock owned by Waller-Sutton. Richard H. Patterson, a member of Waller-LLC and a limited partner of Waller- Sutton, also serves as a Director on the Board of Directors of the Issuer and disclaims beneficial ownership of all the shares of the Issuer's Common Stock owned by Waller-Sutton. (b) Waller-Sutton has the sole power to vote all 2,491,554 shares of Common Stock and upon the exercise of the Warrant, Waller-Sutton would also have the sole power to vote all 650,000 additional shares of Common Stock. (c) The terms of the Stockholders Agreement and the relevant provisions of the Certificate of Incorporation of the Issuer, provide that each share of Series C preferred stock, as well as each share of Series D, F, G, H and K preferred stock, would be converted into one share of Common Stock, upon the closing of a public offering of Common Stock with gross proceeds to the Issuer of at least $50,000,000, a per share price of at least $6.50 and provided that the public offering occurred prior to June 15, 2000. On January 28, 2000, the Issuer completed the Offering which had gross proceeds to the Issuer, totaling $156,400,000 and a per share price of $8.50. Pursuant to the Stockholders Agreement and the Certificate of Incorporation of the Issuer, on January 28, 2000, upon the closing of the Offering, each share of the Series C Preferred Stock, the Series F Preferred Stock and the Series H Preferred Stock were converted into one share of Common Stock. Additionally, upon completion of the Offering and pursuant to the terms of the Stockholders Agreement, a five member executive committee (the "Executive Committee") was created as part of the Board of Directors of the Issuer (the "Board"). Pursuant to the terms of the Stockholders Agreement, Mr. Ingram and Mr. Patterson were made members of the Executive Committee as designees of Waller-Sutton. The Executive Committee has the power to review and make recommendations to the Board regarding the advisability of taking certain actions. In the event that the Executive Committee recommends that the Board approve any such action, the Board may approve or reject such action by a vote of the majority of the voting directors. In the event the Executive Committee votes not to recommend any such action or fails to provide a recommendation, the Board may only approve such action with the affirmative vote of no less than two-thirds of the total number of directors of the Board. The existence of the Executive Committee shall terminate on the earlier of the third anniversary of its creation or on the affirmative vote of three-fourths of the total number of directors of the Board. (d) not applicable (e) not applicable ITEM 7. Material to be Filed as Exhibits. Exhibit # Description of Exhibit 6 Third Amended and Restated Stockholders' Agreement of Regent Communications, Inc., dated December 13, 1999. - Page 5 of 7 Pages - Signature After reasonable inquiry and to the best of my knowledge and belief, the undersigned hereby certifies that the information set forth in this Schedule is true, complete, and correct. Date: March 13, 2000 WALLER-SUTTON MEDIA PARTNERS, L.P. By: Waller-Sutton Media, L.L.C., its general partner By: /s/ Cathy M. Brienza ------------------------------------------------ Name: Cathy M. Brienza Title: Vice President ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). - Page 6 of 7 Pages - Signature After reasonable inquiry and to the best of my knowledge and belief, the undersigned hereby certifies that the information set forth in this Schedule is true, complete, and correct. Date: March 13, 2000 WALLER-SUTTON MEDIA, L.L.C. By: /s/ Cathy M. Brienza --------------------------------- Name: Cathy M. Brienza Title: Vice President ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----