-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P0zCNHj1mdo0vMohtpVo4RKENnD0CTNQnD+WtrwaNG/ockWyyBNVek5e3IrcYKUL 33ZKo5eEd6sYseIoodVPMg== 0000914121-06-000350.txt : 20060216 0000914121-06-000350.hdr.sgml : 20060216 20060216165457 ACCESSION NUMBER: 0000914121-06-000350 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060216 DATE AS OF CHANGE: 20060216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CUMULUS MEDIA INC CENTRAL INDEX KEY: 0001058623 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 364159663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-54277 FILM NUMBER: 06625880 BUSINESS ADDRESS: STREET 1: 3535 PIEDMONT ROAD STREET 2: BUILDING 14, FOURTEENTH FLOOR CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 4049490700 MAIL ADDRESS: STREET 1: 3535 PIEDMONT ROAD STREET 2: BUILDING 14, FOURTEENTH FLOOR CITY: ATLANTA STATE: GA ZIP: 30305 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHILTON INVESTMENT CO INC CENTRAL INDEX KEY: 0001085969 IRS NUMBER: 133667517 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1266 EAST MAIN STREET STREET 2: 7TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033524000 MAIL ADDRESS: STREET 1: 1266 EAST MAIN STREET STREET 2: 7TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 SC 13D 1 cl021606-13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No. ___)* Cumulus Media, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, $0.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 231082108 -------------------------------------------------------------- (CUSIP Number) Chilton Investment Company, LLC 1266 East Main Street, 7th Floor Stamford, CT 06902 (203) 352-4000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 13, 2006 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [X]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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 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). - ---------------------------- ------------------------- CUSIP No. 231082108 SCHEDULE 13D Page 2 of 6 Pages - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Chilton Investment Company, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF, OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 10,359,756 NUMBER OF ---------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 10,359,756 PERSON ---------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,359,756 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IA - -------------------------------------------------------------------------------- - ---------------------------- ------------------------- CUSIP No. 231082108 SCHEDULE 13D Page 3 of 6 Pages - ---------------------------- ------------------------- ITEM 1. Security and Issuer. This statement on Schedule 13D (the "Statement") relates to the Class A common stock, par value $0.01 per share (the "Common Stock") of Cumulus Media, Inc., a Delaware corporation (the "Issuer" or the "Company"). The principal executive offices of the Issuer are located at 3535 Piedmont Road, Building 14, 14th Floor, Atlanta, GA 30305. This Statement supersedes the statement on Schedule 13G filed by the Reporting Person on February 14, 2006 (the "Schedule 13G"). ITEM 2. Identity and Background. This Statement is being filed by Chilton Investment Company, LLC, a limited liability company organized in the state of Delaware (sometimes referred to herein as "Chilton" or the "Reporting Person"). Chilton is the general partner of certain investment limited partnerships (the "Chilton Funds") and the investment adviser of certain managed accounts (the "Managed Accounts" and, together with the Chilton Funds, the "Client Accounts"), certain of which own Common Stock of the Issuer. As such, Chilton exercises voting control and dispositive power over such Common Stock. Chilton's Client Accounts are primarily engaged in the business of investing and trading in securities. The address of the principal office of the Reporting Person is 1266 East Main Street, 7th Floor, Stamford, Connecticut 06902. During the past five years, the Reporting Person (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. ITEM 3. Source and Amount of Funds or Other Consideration. As of the date hereof, Chilton has acquired on behalf of its Client Accounts 10,359,756 shares of Common Stock for an aggregate purchase price of $134,864,304. All of such purchases and sales were made through open market transactions. The funds for such acquisitions came from the working capital of the Client Accounts or from their margin accounts in the regular course of business. ITEM 4. Purpose of Transaction. The investment in the Common Stock by Chilton, on behalf of its Client Accounts, was made in the ordinary course of its business of investing and trading in securities, as reported on the Schedule 13G. Chilton acquired the Common Stock believing such securities to be undervalued. - ---------------------------- ------------------------- CUSIP No. 231082108 SCHEDULE 13D Page 4 of 6 Pages - ---------------------------- ------------------------- Chilton intends to continue to review on a regular basis its investment in the Common Stock and the Company's business and affairs, as well as the price level of the Common Stock, conditions in the securities markets and general economic and industry conditions. Chilton may in the future take such actions with respect to its investment in the Common Stock as it deems appropriate in light of the circumstances existing from time to time, including acquiring or disposing of Common Stock at any time and from time to time in the open market or otherwise, and communicating its views regarding the Company to third parties. ITEM 5. Interest in Securities of the Issuer. (a) As of today, the Reporting Person is deemed to beneficially own (through its control of the Client Accounts) 10,359,756 shares of Common Stock, representing 20.0% of the Issuer's Common Stock. The foregoing calculations are based on 51,777,839 shares of Common Stock issued and outstanding as of October 31, 2005 according to publicly available filings of the Issuer. (b) The responses of the Reporting Person to Items 7 through 11 of the cover pages of this Schedule 13D relating to beneficial ownership of the shares of Common Stock are incorporated herein by reference. (c) The following transactions in shares of Common Stock were effected during the preceding 60 days by the Reporting Person, in each case on behalf of one or more Client Accounts: o On December 15, 2005, 100,000 shares of Common Stock were purchased through Merrill Lynch & Co. at a price per share of $12.4948 o On December 15, 2005, 117,767 shares of Common Stock were purchased through Credit Suisse at a price per share of $12.5054 o On December 15, 2005, 50,000 shares of Common Stock were purchased through Goldman, Sachs & Co. at a price per share of $12.5400 o On December 19, 2005, 7,346 shares of Common Stock were purchased through Goldman, Sachs & Co. at a price per share of $12.7628 o On December 19, 2005, 12,694 shares of Common Stock were purchased through Merrill Lynch & Co. at a price per share of $12.7823 o On December 20, 2005, 56,288 shares of Common Stock were purchased through Credit Suisse at a price per share of $12.4973 o On December 20, 2005, 90,002 shares of Common Stock were purchased through Credit Suisse at a price per share of $12.4990 o On December 20, 2005, 275,012 shares of Common Stock were sold through B-Trade at a price per share of $12.5600 o On December 20, 2005, 275,012 shares of Common Stock were purchased through B-Trade at a price per share of $12.5600 o On December 21, 2005, 3,659 shares of Common Stock were purchased through Credit Suisse at a price per share of $12.5567 - ---------------------------- ------------------------- CUSIP No. 231082108 SCHEDULE 13D Page 5 of 6 Pages - ---------------------------- ------------------------- o On December 21, 2005, 17,988 shares of Common Stock were sold through Credit Suisse at a price per share of $12.5871 o On December 22, 2005, 100 shares of Common Stock were purchased through Credit Suisse at a price per share of $12.5700 o On December 22, 2005, 17,000 shares of Common Stock were sold through B-Trade at a price per share of $12.5800 o On December 22, 2005, 17,000 shares of Common Stock were purchased through B-Trade at a price per share of $12.5800 o On December 23, 2005, 15,000 shares of Common Stock were sold through Credit Suisse at a price per share of $12.7462 o On December 27, 2005, 15,083 shares of Common Stock were purchased through Credit Suisse at a price per share of $12.5834 o On December 27, 2005, 17,000 shares of Common Stock were sold through Credit Suisse at a price per share of $12.7846 o On December 28, 2005, 20,000 shares of Common Stock were sold through Credit Suisse at a price per share of $12.4659 o On December 28, 2005, 124,156 shares of Common Stock were purchased through Credit Suisse at a price per share of $12.5048 o On December 29, 2005, 20,000 shares of Common Stock were sold through Credit Suisse at a price per share of $12.4618 o On December 30, 2005, 19,278 shares of Common Stock were sold through Credit Suisse at a price per share of $12.3379 o On December 30, 2005, 60,000 shares of Common Stock were purchased through B-Trade at a price per share of $12.3997 o On December 30, 2005, 50,000 shares of Common Stock were purchased through Morgan Stanley & Co. at a price per share of $12.4114 o On December 30, 2005, 50,000 shares of Common Stock were purchased through Robinson Humphries at a price per share of $12.4812 o On January 3, 2006, 50,000 shares of Common Stock were purchased through Robinson Humphries at a price per share of $12.4796 o On January 5, 2006, 50,000 shares of Common Stock were purchased through Robinson Humphries at a price per share of $13.0059 o On January 5, 2006, 35,000 shares of Common Stock were purchased through Credit Suisse at a price per share of $13.1009 o On February 8, 2006, 19,901 shares of Common Stock were sold through Credit Suisse at a price per share of $12.7551 o On February 8, 2006, 19,901 shares of Common Stock were purchased through Morgan Stanley & Co. at a price per share of $12.7650 o On February 13, 2006, 10,175 shares of Common Stock were purchased through Goldman, Sachs & Co. at a price per share of $12.1113 (d) Chilton's Client Accounts that own the Common Stock have the right to receive dividends from, and the proceeds from any sale of, such Common Stock. (e) Not applicable. - ---------------------------- ------------------------- CUSIP No. 231082108 SCHEDULE 13D Page 6 of 6 Pages - ---------------------------- ------------------------- ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not applicable. ITEM 7. Material to Be Filed as Exhibits. 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: February 16, 2006 Chilton Investment Company, LLC By: /s/ James Steinthal ------------------------------------- James Steinthal Managing Director -----END PRIVACY-ENHANCED MESSAGE-----