SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Amendment No. 1
(Rule 13e-4)
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) or 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
CUMULUS MEDIA INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Certain Options to Purchase Class A Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
231082-10-8
(CUSIP Number of Class of Securities)
Lewis W. Dickey, Jr.
Chairman, President and Chief Executive Officer
3280 Peachtree Road, N.W., Suite 2300
Atlanta, Georgia 30305
(404) 949-0700
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
With copies to:
Mark L. Hanson, Esq.
Jones Day
1420 Peachtree Street, 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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| $560,677
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$22.03 |
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Estimated for purposes of calculating the amount of the filing fee only. The amount assumes that options to purchase 5,941,835 shares of
Class A Common Stock of Cumulus Media Inc. having an aggregate value of $560,677 will be exchanged pursuant to this offer. The aggregate
value of such options was calculated using the Black-Scholes option pricing model. |
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| (**) |
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Estimated for purposes of calculating the amount of the filing fee only. The amount of the filing fee was calculated in accordance with
Rule 0-11 of the Securities Exchange Act of 1934 and equals $39.30 per $1,000,000 of the value of the transaction. |
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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 date of its filing. |
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Amount Previously Paid: $22.03
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Form or Registration No.: Schedule TO
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Filing Party: Cumulus Media Inc.
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Date Filed: December 1, 2008 |
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o 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:
o third-party tender offer subject to Rule 14d-1.
þ issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o 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: o
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO
(the “Schedule TO”), filed with the Securities and Exchange Commission (the “Commission”) on
December 1, 2008, by Cumulus Media Inc., a Delaware corporation (the “Company”). The Schedule TO
relates to the offer (the “Offer”) by the Company to certain of its employees and non-employee
directors (or a designated affiliate of one of the foregoing) to exchange their outstanding options
to purchase the Company’s Class A Common Stock, par value $0.01 per share (“Class A Common Stock)
that were granted on or after October 2, 2000 (“eligible options”) for a combination of restricted
shares of our Class A Common Stock (“restricted shares”) and replacement options to purchase Class
A Common Stock (“new options”). The Offer is being made upon the terms and subject to the
conditions described in the offer to exchange dated December 1, 2008 (as modified by this Amendment
No. 1, the “Offer to Exchange”) and the related letter of transmittal (the “Letter of
Transmittal”).
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| Item 4. |
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Terms of the Transaction. |
(b) Purchases.
Item 4(b) of Schedule TO, which incorporates by reference the information contained in the
Offer to Exchange, is hereby amended and supplemented by adding the following paragraph and table
at the end thereof. Such information supercedes and replaces the information contained in the Offer
to Exchange regarding the number of restricted shares and new options to be received by our
executive officers and directors in the Offer.
“Pursuant to the terms and conditions of the Offer, we are offering to exchange a maximum of
300,000 restricted shares and new options exercisable for an aggregate of 1,000,000 shares of our
Class A Common Stock in exchange for all eligible options outstanding as of December 1, 2008, the
date the Offer was commenced. In accordance with the preexisting terms of outstanding options,
certain outstanding options were forfeited and cancelled prior to the commencement of the Offer,
which resulted in a reallocation, on a pro rata basis among all holders of eligible options as of
December 1, 2008, of the maximum number of restricted shares and new options that will be issued
pursuant to the Offer. The Participant Statements disseminated to each holder of eligible options
in connection with the materials related to the Offer set forth the correct information regarding
eligible options and allocation of restricted shares and new options for the respective individual
holder of eligible options as of December 1, 2008. Giving effect to such reallocation, the
following table sets forth, as of December 1, 2008, for each of our executive officers and
directors, their titles, the number of eligible options they currently hold, the percentage of all
eligible options, and the number of restricted shares and new options they will receive should they
participate in the Offer.
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# Eligible |
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% of Eligible |
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# of Restricted |
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# of New |
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| Name |
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Options |
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Options |
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Shares |
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Options |
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Lewis. W. Dickey, Chairman,
President and Chief Executive
Officer |
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1,350,000 |
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22.7 |
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69,244 |
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203,686 |
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Martin R. Gausvik, Executive Vice
President, Treasurer and Chief
Financial Officer |
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1,050,000 |
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17.7 |
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53,856 |
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167,705 |
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Jon G. Pinch, Executive Vice
President and Co-Chief Operating
Officer |
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398,377 |
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6.7 |
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20,433 |
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62,924 |
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John W. Dickey, Executive Vice
President and Co-Chief Operating
Officer |
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1,150,000 |
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19.4 |
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58,985 |
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185,539 |
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Ralph B. Everett, Director |
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230,000 |
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3.9 |
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11,797 |
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45,450 |
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Holcombe T. Green, Jr., Director |
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200,000 |
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3.4 |
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10,258 |
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38,930 |
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Eric P. Robison, Director |
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234,905 |
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4.0 |
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12,049 |
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47,067 |
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Robert H. Sheridan, III, Director (1) |
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265,000 |
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4.5 |
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13,592 |
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52,275 |
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| (1) |
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Includes eligible options to purchase 65,000 shares of Class A Common Stock held in the name of
BA Capital Company, L.P. These grants were awarded in connection with BA Capital’s designation of
Mr. Sheridan to serve on our board. Mr. Sheridan is a Senior Vice President and Managing Director
of BA Capital and a Managing Director of Bank of America Capital Investors, one of the principal
investment groups within Bank of America Corporation. He has an economic interest in the entity
comprising the general partner of BA Capital. As BA Capital’s designee to
our Board, Mr. Sheridan disclaims beneficial ownership of the options except to the extent of his
pecuniary interest therein.” |
2