UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. )
Cumulus Media Inc.
(Name of Subject Company (issuer))
Cumulus Media Inc. (Offeror and Issuer)
(Names of Filing Persons (identifying status as offeror, issuer or other person)
Class A Common Stock, $.01 par value per share
(Title of Class of Securities)
Class A Common Stock: 231082-10-8
(CUSIP Number of Class of Securities)
Lewis W. Dickey, Jr.
Chairman, President and Chief Executive Officer
Cumulus Media Inc.
14 Piedmont Center
Suite 1400
Atlanta, Georgia 30305
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)
Copy to:
Mark L. Hanson, Esq.
Jones Day
1420 Peachtree St. N.E.
Suite 800
Atlanta, Georgia 30309
(404) 521-3939
CALCULATION OF FILING FEE*
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| Transaction Valuation*
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Amount of Filing Fee |
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Not applicable |
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In accordance with General Instruction D to Schedule TO, no filing fee is required because this
filing contains only preliminary communications made before the commencement of a tender offer. |
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form or Registration No.: |
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Filing Party: |
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Date Filed: |
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þ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
¨ third-party tender offer subject to Rule 14d-1.
þ issuer tender offer subject to Rule 13e-4.
¨ going-private transaction subject to Rule 13e-3.
¨ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender
offer: ¨
This Schedule TO relates solely to certain preliminary communications made before the commencement
of a tender offer by Cumulus Media Inc. (the “Company”) for up to 11.5 million shares of its Class
A Common Stock, $.01 par value per share, at a per share purchase price of not less than $11.00 nor
greater than $12.50.
This Schedule TO is not an offer to buy or the solicitation of an offer to sell any shares of any
class of the Company’s common stock. The Company has not yet commenced the tender offer described
herein. On the commencement date of the tender offer, an offer to purchase, a letter of transmittal
and related documents will be filed with the Securities and Exchange Commission, will be mailed to
stockholders of record and will also be made available for distribution to beneficial owners of
shares of the Company’s common stock. The solicitation of offers to buy shares of the Company’s
common stock will only be made pursuant to the offer to purchase, the letter of transmittal and
related documents. When they are available, stockholders should read those materials carefully
because they will contain important information, including the various terms of, and conditions to,
the tender offer. When they are available, stockholders will be able to obtain the offer to
purchase, the letter of transmittal and related documents without charge from the Securities and
Exchange Commission’s website at www.sec.gov or from the information agent, MacKenzie Partners,
Inc., by calling (800) 322-2885 or (212) 929-5500, or by email at proxy@mackenziepartners.com.
Stockholders are urged to read carefully those materials when they become available prior to making
any decisions with respect to the tender offer.
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| Exhibit No. |
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Description |
99.1
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Press Release, dated May 10, 2006 |