SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 2, 1998
--------------------
CUMULUS MEDIA INC.
- -------------------------------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
Illinois 000-24525 36-4159663
- -------------------------------------------------------------------------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number
111 E. Kilbourn Ave., Suite 2700, Milwaukee, WI 53202
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (414) 615-2800
--------------------
None
- ------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
As previously reported on Form 8-K dated July 17, 1998, on July 2,
1998, pursuant to the terms of a Stock Purchase Agreement dated January 9,
1998, Cumulus Media Inc. ("Cumulus" or the "Company") acquired the stock of
Republic Corporation, which owned all of the stock of Colonial Broadcasting,
Inc. ( now known as CBA Broadcasting, Inc., the "CBA acquisition" or "CBA"),
from Robert Lowder for approximately $40 million in cash. The Company
financed the acquisition with available cash from its recently completed
Offerings (as defined below).
In Chattanooga, TN, CBA owns and operates WUSY(FM), a 100 kW country music
station. Together with a previously announced agreement to acquire WLMX-AM/FM
and WZST(FM) from the Wicks Broadcasting Group, which is pending FCC
approval, Cumulus will own 3 FM stations and 1 AM station in the Chattanooga
market. Chattanooga is the 102nd largest out of 267 Arbitron rated radio
markets in the country. The CBA acquisition also provided Cumulus with 2 FM
and 2 AM stations -- WMXS(FM), WLWI(FM), WMSP(AM), and WNZZ(AM) in
Montgomery, AL. The FM stations both broadcast at 100 kW of power.
Montgomery, the 143rd largest out of 267 Arbitron rated radio markets, is the
state capital of Alabama.
Cumulus Media Inc. is a radio broadcasting company focused on the
acquisition, operation and development of radio stations in mid-sized and
smaller radio markets in the U.S. The Company currently owns or operates
111 radio stations in 22 U.S. radio markets. Including all stations owned
and those operated subject to pending acquisitions, Cumulus controls 176
stations in 34 markets, making it the nation's 4th largest radio broadcaster
in terms of stations. Cumulus recently completed an initial public offering
of its Class A Common Stock, 13 3/4 % Series A Cumulative Exchangeable
Redeemable Preferred Stock due 2009, and 10 3/8% Senior Subordinated Notes
due 2008 (collectively, the "Offerings") for total gross proceeds of $391
million.
The financial statements required by this Current Report on Form 8-K
concerning the acquisition of Colonial Broadcasting Inc. were previously
reported in the Company's Registration Statement on Form S-1 (333-48849) as
amended and declared effective by the Securities and Exchange Commission on
June 26, 1998 (the "Registration Statement"). These financial statements are
incorporated by reference herein.
The financial statements required by this Current Report on Form 8-K
concerning the pro forma balance sheet of Cumulus Media Inc. as of March 31,
1998, and the pro forma statement of operations for the three months ending
March 31, 1998 and the twelve months ending December 31, 1997 are included in
this Amendment No. 1 to Form 8-K as Exhibit 7.3.
Item 7. Financial Statements and Exhibits.
(A) Financial Statements of Businesses Acquired
The audited financial statements of Republic Corporation (radio
broadcast operations only) as of December 31, 1997 and 1996 and for each
of the three years in the period ended December 31, 1997, and the
unaudited financial statements of Republic Corporation (radio broadcast
operations only) as of March 31, 1998 and 1997 and for the three month
periods then ended are incorporated by reference to the Company's
Registration Statement on Form S-1 (333-48849).
2
(B) Cumulus Media Inc. Pro Forma Financial Information
In accordance with Item 7 (b) of Form 8-K, pro forma financial
information related to the acquisition are included as Exhibit 7.3 to
this Amendment No. 1 to Form 8-K.
(C) Exhibits.
7.1 Stock Purchase Agreement between Cumulus Media Inc. (f/k/a/ Cumulus
Holdings, Inc.) and Robert Lowder dated as of January 9, 1998, as
amended on January 23, 1998 and May 5, 1998 (incorporated by
reference to the Registration Statement).
7.2 Press release dated July 6, 1998 (previously filed with the current
report on Form 8-K dated July 17, 1998).
7.3 Cumulus Media Inc. Pro Forma Financial Information
A. Unaudited Pro Forma Combined Balance Sheet as of March 31,
1998.
B. Unaudited Pro Forma Combined Statements of Operations for the
three months ended March 31, 1998, and for the year ended
December 31, 1997.
3
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CUMULUS MEDIA INC.
By: /s/ Richard W. Weening
------------------------
Richard W. Weening
Executive Chairman
Date: August 12, 1998
EXHIBIT INDEX
Exhibit No.
7.1 Stock Purchase Agreement between Cumulus Media Inc. (f/k/a Cumulus
Holdings, Inc.) and Robert Lowder dated as of January 9, 1998, as
amended on January 23, 1998 and May 5, 1998 (incorporated by
reference as an exhibit to the Registration Statement filed on Form
S-1 (333-48849).
7.2 Press release dated July 6, 1998 (previously filed with the Current
Report on Form 8-K dated July 17, 1998).
7.3 Cumulus Media Inc. Pro Forma Financial Information
A. Unaudited Pro Forma Combined Balance Sheet as of March 31, 1998.
B. Unaudited Pro Forma Combined Statements of Operations for the
three months ended March 31, 1998, and for the year ended December 31,
1997.
7.4 The audited financial statements of Republic Corporation (radio
broadcast operations only) as of December 31, 1997 and 1996 and for
each of the three years in the period ended December 31, 1997, and
the unaudited financial statements of Republic Corporation (radio
broadcast operations only) as of March 31, 1998 and 1997 and for
the three month periods then ended are incorporated by reference to
the Company's Registration Statement on Form S-1 (333-48849).