SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Amendment No. 2
(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
| |
|
|
| Transaction Valuation(*) |
|
Amount of Filing Fee(**) |
| $560,677
|
|
$22.03 |
| (*) |
|
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. |
| |
| (**) |
|
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. |
| |
| þ |
|
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. |
| |
| |
|
Amount Previously Paid: $22.03
Form or Registration
No.: Schedule TO
Filing Party: Cumulus Media Inc. Date Filed: December 1, 2008 |
| |
| 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: þ
TABLE OF CONTENTS
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed
with the Securities and Exchange Commission (the “Commission”) on December 1, 2008, as amended by
Amendment No. 1 thereto filed with the Commission on December 22, 2008 (as amended, the “Schedule
TO”), 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 (the “Offer to Exchange”) and the related letter of
transmittal (the “Letter of Transmittal”).
Item 4. Terms of the Transaction.
(a) Material Terms.
Item 4 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 to the end
thereof:
“The Offer expired at 5:00 P.M, Atlanta time, on December 30, 2008. We have accepted all
validily tendered eligible options pursuant to, and in accordance with the terms of, the Offer.
Based upon preliminary results, options to purchase approximately
5,647,650 shares of Class A
Common Stock, or approximately 95.1% of all eligible options, were tendered for exchange and, in
accordance with the terms of the Offer, the Company will issue
approximately 289,683 restricted
shares and new options to purchase approximately
956,869 shares of Class A Common Stock. The
exercise prices for the new options are based upon the closing price of the Class A Common Stock on
December 30, 2008, which was $2.54. As a result, in general, the first one-third of the new
options is exercisable at
$2.54 per share, the second one-third at $2.92 per share, and the
final one-third at $3.30 per share. The grant date of the restricted shares and new options will
be December 30, 2008.”
Item 12. Exhibits.
Item 12 of Schedule TO is hereby amended and supplemented by adding the following exhibit:
“(a)(8)
E-mail to Eligible Participants Announcing Completion of the Offer, dated December 31,
2008.”