-----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, C9eAH+AdPRIFe8jpxc7GRivGyAESmYNTF7U5sma+6Z1zmT4cYg6xwqsFUf7Q48Qi LBP88GvvEDQXoNepckBOSg== 0001005477-99-002292.txt : 19990514 0001005477-99-002292.hdr.sgml : 19990514 ACCESSION NUMBER: 0001005477-99-002292 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990513 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: 99619825 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 AM. #2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 S C H E D U L E 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. 2)(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. Rubin Baum Levin Constant & Friedman c/o Waller-Sutton Management Group, 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) May 6, 1999 - -------------------------------------------------------------------------------- (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 8 Pages - CUSIP No. 758865 10 9 SCHEDULE 13D Page 2 of 8 Pages - -------------------------------------------------------------------------------- 1 NAMES 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* OO - -------------------------------------------------------------------------------- 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 NUMBER OF SHARES 3,050,645 shares 92.7% BENEFICIALLY -------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 shares 0% PERSON -------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 3,050,645 shares 92.7% -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 shares 0% -------------------------------------------------------- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,050,645 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 758865 10 9 SCHEDULE 13D Page 3 of 8 Pages - -------------------------------------------------------------------------------- 1 NAMES 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* OO - -------------------------------------------------------------------------------- 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 NUMBER OF SHARES 3,050,645 shares 92.7% BENEFICIALLY -------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 shares 0% PERSON -------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 3,050,645 shares 92.7% -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 shares 0% -------------------------------------------------------- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,050,645 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! This statement, dated May 13, 1999, constitutes Amendment No. 2 to the Schedule 13D dated July 16, 1998, as amended by Amendment No. 1, dated March 4, 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 of Regent Communications, Inc. ITEM 1. Security and Issuer The title of the class of equity securities to which this statement relates is Common Stock, par value $.01 per share (the "Common Stock"), of Regent Communications, Inc., a Delaware corporation, which has its principal executive offices at 50 East RiverCenter Boulevard, Suite 180, Covington, Kentucky 41011 (the "Issuer"). ITEM 2. Identity and Background The information set forth on Annex 2a attached to the Schedule is incorporated herein by reference. ITEM 3. Source and Amount of Funds or Other Consideration The funds used by Waller-Sutton to purchase the additional shares of the Series F Preferred Stock (as defined below) described herein consisted of the capital contributions of its partners and its general working capital. ITEM 4. Purpose of Transaction On June 15, 1998 Waller-Sutton entered into a Purchase Agreement with certain other purchasers (the "Other Purchasers") and the Issuer (the "Purchase Agreement"), pursuant to which Waller-Sutton purchased certain shares of the Issuer's Series F Convertible Preferred Stock (the "Series F Preferred Stock") and certain other securities of the Issuer, which purchases are described in the Schedule and the Exhibits thereto. In addition, the Purchase Agreement provided that Waller-Sutton and the Other Purchasers would, under certain circumstances, become committed to purchase additional shares of Series F Preferred Stock, at one or more "Additional Closings," as more fully described in Item 4 of the Schedule and Exhibit 2 thereto. On May 6, 1999, Waller-Sutton purchased an additional 518,860 shares of Series F Preferred Stock for $2,594,300, which purchase was made at an Additional Closing. Each share of Series F Preferred Stock is convertible into one share of Common Stock (subject to adjustment as provided in the Issuer's certificate of incorporation). ITEM 5. Interests in Securities of the Issuer. (a) The following sets forth the aggregate number and percentage (based on 240,000 shares of Common Stock outstanding, as indicated on Schedule 5.19 to the Purchase Agreement, included as Exhibit 4(d) to the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 16, 1998 (the "Issuer's Form 10-Q")) of shares - Page 4 of 8 Pages - of Common Stock owned beneficially by Waller-Sutton and Waller-LLC, as of May 7, 1999 (except as indicated below, none of the other persons listed on Annex 2a to the Schedule beneficially owns any shares of Common Stock): Shares of Common Percentage of Shares Stock Beneficially of Common Stock Owned Beneficially Owned ------------------ ------------------ Waller-Sutton Media Partners, L.P. 3,050,645 shares 92.7% Waller-Sutton Media, L.L.C. 3,050,645 shares 92.7% The 3,050,645 shares of Common Stock beneficially owned by Waller-Sutton and Waller-LLC consist of (i) 2,000,005 shares of Common Stock issuable upon conversion of the Series F Preferred Stock owned by Waller-Sutton, (ii) 650,000 shares of Common Stock issuable upon exercise of a Warrant owned by Waller-Suton and (iii) 400,640 shares issuable upon conversion of Series C Convertible Preferred Stock owned by Waller-Sutton. Based upon 240,000 shares of Common Stock outstanding, as indicated on Schedule 5.19 to the Purchase Agreement, included as Exhibit 4(d) to the Issuer's Form 10-Q, Waller-Sutton beneficially owns 92.7% of the Common Stock. Waller-LLC is the sole general partner of Waller-Sutton and therefore beneficially owns the shares of Common Stock, Series C Convertible Preferred Stock and Series F Preferred Stock held by Waller-Sutton. William H. Ingram, a member and Chairman of Waller-LLC, a limited partner of Waller-Sutton and an Other Purchaser under the Purchase Agreement, beneficially owns 100,000 shares of Series F Preferred Stock and a warrant to purchase 10,000 shares of Common Stock, which were purchased under the Purchase Agreement for an aggregate consideration of $500,000. Waller-Sutton disclaims beneficial ownership of such shares of Series F Preferred Stock and Common Stock. In addition, Mr. Ingram disclaims beneficial ownership of all the shares of the Issuer's capital stock owned by Waller-Sutton. (b) Waller-Sutton, through its sole general partner Waller-LLC, has sole power to vote and dispose of all of the shares of Series F Preferred Stock owned by Waller-Sutton. However, Waller-Sutton has entered into the Stockholders' Agreement described in ITEM 6 below, which contains provisions as to the voting of such shares in respect of the election of directors. (c) The following is a description of all transactions in shares of Common Stock by Waller-Sutton effected from February 23, 1999 through May 6, 1999, inclusive. Number of Shares Name Date of Acquisition Beneficially Acquired ---- ------------------- --------------------- Waller-Sutton Media Partners, L.P. 5/6/99 518,860 Waller-Sutton Media L.L.C 5/6/99 518,860 - Page 5 of 8 Pages - (d) Not Applicable. (e) Not Applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Concurrently with the execution of the Purchase Agreement, the Issuer, Waller-Sutton, the Other Purchasers and certain other stockholders of the Issuer entered into the Stockholders' Agreement, as described in the Schedule and Exhibit 4 thereto. ITEM 7. Material to be Filed as Exhibits. Exhibit # Description of Exhibit - --------- ---------------------- 1 Joint Filing Agreement, dated as of May 13, 1999, between Waller-Sutton Media Partners, L.P. and Waller-Sutton Media L.L.C. - Page 6 of 8 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: May 13, 1999 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). 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: May 13, 1999 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). - Page 7 of 8 Pages - Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of any and all amendments to their statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $.01 per share, of Regent Communications, Inc. and that this agreement be included as an Exhibit to such joint filing. This agreement may be executed in any number of counterparts all of which when taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this agreement this 13th day of May, 1999. 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 WALLER-SUTTON MEDIA L.L.C. By: /s/ Cathy M. Brienza -------------------------------- Name: Cathy M. Brienza Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----