Schedule 13G Amendment No.2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

Cumulus Media, Inc.


(Name of Issuer)

 

Common Stock


(Title of Class of Securities)

 

 

231082108

                                (CUSIP Number)                                

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

 

*   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 the disclosures provided in a prior cover page.

The information required in 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).

EXPLANATORY NOTE

This Schedule 13G is filed by Wells Fargo & Company on its own behalf and on behalf of any subsidiaries listed on Attachment A. Aggregate beneficial ownership reported by Wells Fargo & Company under Item 9 on page 2 is on a consolidated basis and includes any beneficial ownership separately reported herein by a subsidiary.


13G

CUSIP NO. 231082108

 

  1  

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

            Wells Fargo & Company

            Tax Identification No. 41-0449260

   
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

   
  3  

SEC USE ONLY

 

   
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Delaware

   

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

  5    SOLE VOTING POWER

 

 

  6    SHARED VOTING POWER

 

 

  7    SOLE DISPOSITIVE POWER

 

 

  8    SHARED DISPOSITIVE POWER

 

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

   
10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

            Not applicable

   
11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

            five percent or less

   
12  

TYPE OF REPORTING PERSON

 

            HC

   

 

2


13G

CUSIP NO. 231082108

 

  1  

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

            Wells Capital Management Incorporated

            Federal ID No. 95-3692822

   
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

   
  3  

SEC USE ONLY

 

   
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            California

   

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

  5    SOLE VOTING POWER

 

 

  6    SHARED VOTING POWER

 

 

  7    SOLE DISPOSITIVE POWER

 

 

  8    SHARED DISPOSITIVE POWER

 

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

   
10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

            Not applicable

   
11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

            five percent or less

   
12  

TYPE OF REPORTING PERSON

 

            IA

   

 

3


13G

CUSIP NO. 231082108

 

  1  

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

            Wells Fargo Funds Management, LLC

            Federal ID No. 94-3382001

   
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

   
  3  

SEC USE ONLY

 

   
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Delaware

   

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

  5    SOLE VOTING POWER

 

 

  6    SHARED VOTING POWER

 

 

  7    SOLE DISPOSITIVE POWER

 

 

  8    SHARED DISPOSITIVE POWER

 

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

   
10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

            Not applicable

   
11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

            five percent or less

   
12  

TYPE OF REPORTING PERSON

 

            IA

   

 

4


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)

DISCLAIMER: Information in this Schedule 13G is provided solely for the purpose of complying with Sections 13(d) and 13(g) of the Act and regulations promulgated thereunder, and is not to be construed as an admission that Wells Fargo & Company or any of its subsidiaries is the beneficial owner of the securities covered by this Schedule 13G for any purpose whatsoever.

 

Item 1(a) Name of Issuer:

 

     Cumulus Media, Inc.

 

Item 1(b) Address of Issuer’s Principal Executive Offices:

 

     3535 Piedmont Road
     Bldg. 14, Fourteenth Floor
     Atlanta, Georgia 30305

 

Item 2(a) Name of Person Filing:

 

     Wells Fargo & Company
     Wells Capital Management Incorporated
     Wells Fargo Funds Management, LLC

 

Item 2(b) Address of Principal Business Office or, if None, Residence:

 

  1. Wells Fargo & Company
       420 Montgomery Street
       San Francisco, CA 94104

 

  2. Wells Capital Management Incorporated
       525 Market Street
       San Francisco, CA 94105

 

  3. Wells Fargo Funds Management, LLC
       525 Market Street
       San Francisco, CA 94105

 

Item 2(c) Citizenship:

 

  1. Wells Fargo & Company: Delaware

 

  2. Wells Capital Management Incorporated: California

 

  3. Wells Fargo Funds Management, LLC: Delaware

 

Item 2(d) Title of Class of Securities:

 

     Common Stock

 

Item 2(e) CUSIP Number:

 

     231082108

 

5


Item 3 The person filing is a:

 

  1. Wells Fargo & Company: Parent Holding Company in accordance with 240.13d-1(b)(1)(ii)(G)

 

  2. Wells Capital Management Incorporated: Registered Investment Advisor in accordance with Regulation 13d-1(b)(1)(ii)(E)

 

  3. Wells Fargo Funds Management, LLC: Registered Investment Advisor in connection with Regulation 13d- 1(b)(1)(ii)(E)

 

Item 4 Ownership:

 

     See items 5-11 of each cover page. Information as of May 31, 2006.

 

Item 5 Ownership of Five Percent or Less of a Class:

 

     If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

 

Item 6 Ownership of More than Five Percent on Behalf of Another Person:

 

     Not applicable.

 

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

 

     See Attachment A

 

Item 8 Identification and Classification of Members of the Group:

 

     Not applicable

 

Item 9 Notice of Dissolution of Group:

 

     Not applicable

 

6


Item 10 Certification:

 

     Not applicable

Signature.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

 

Date: June 13, 2006
WELLS FARGO & COMPANY
By:  

/s/ Mark B. Kraske

  Mark B. Kraske, VP Trust Operations Management Support Services

 

7


ATTACHMENT A

The Schedule 13G to which this attachment is appended is filed by Wells Fargo & Company on behalf of the following subsidiaries:

Wells Capital Management Incorporated (1)

Wells Fargo Funds Management, LLC (1))

Wells Fargo Bank, National Association (2)

 


(1) Classified as a registered investment advisor in accordance with Regulation 13d-1(b)(1)(ii)(E).
(2) Classified as a bank in accordance with Regulation 13d-1(b)(1)(ii)(B).

 

8