SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): May 17, 2002 (May 16, 2002)
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CUMULUS MEDIA INC.
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(Exact name of registrant as specified in its charter)
Illinois 000-24525 36-4159663
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(State or other jurisdiction (Commission (IRS employer
of incorporation) File Number) Identification No.)
3535 Piedmont Road, Building 14, Fourteenth Floor, Atlanta, Georgia 30305
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 949-0700
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ITEM 5. OTHER EVENTS.
On May 16, 2002, Cumulus Media Inc. (the "Company")
priced an offering of 10,000,000 shares of its Class A Common
Stock, par value $0.01 per share. The Company is offering
9,169,448 shares of Class A Common Stock and two of its
shareholders are offering 830,552 shares of Class A Common
Stock in the offering. Attached to this report as Exhibit 1.1
is the Equity Underwriting Agreement relating to the issuance
and sale of the 10,000,000 shares, dated May 16, 2002, by and
among the Company, Deutsche Bank Securities Inc. as lead
underwriter for the offering, the other underwriters named
therein acting as co-managers, and the two shareholders of the
Company selling shares in the offering.
On May 17, 2002, the Company issued the press release
attached to this report as Exhibit 99.1. The text of that
press release is incorporated in this Item by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed with this report:
Exhibit No. Exhibit Description
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1.1 Equity Underwriting Agreement, dated as of
May 16, 2002, by and among Cumulus Media
Inc., the State of Wisconsin Investment
Board, ING Capital LLC, Deutsche Bank
Securities Inc. and the other underwriters
named therein.
99.1 Press Release dated May 17, 2002
SIGNATURES
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/ Martin R. Gausvik
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Name: Martin R. Gausvik
Title: Executive Vice President,
Chief Financial Officer &
Treasurer
Date: May 17, 2002
EXHIBIT INDEX
Exhibit No. Exhibit Description
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1.1 Equity Underwriting Agreement, dated May 16,
2002, by and among Cumulus Media Inc., the
State of Wisconsin Investment Board, ING
Capital LLC and Deutsche Bank Securities
Inc. and the other underwriters named
therein.
99.1 Press Release dated May 17, 2002