-----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, NNjXg7LpKY7ilHECeGMwBMW/D7R5dXIFyzJ0VtU2lErW/OVbK5061VM4v5dgQJk0 A7kk3rXZe22QJxsXNGcddQ== 0001341004-07-001730.txt : 20070531 0001341004-07-001730.hdr.sgml : 20070531 20070531144737 ACCESSION NUMBER: 0001341004-07-001730 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070531 DATE AS OF CHANGE: 20070531 GROUP MEMBERS: HAWKEYE CAPITAL MANAGEMENT, LLC GROUP MEMBERS: RICHARD A. RUBIN 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-54277 FILM NUMBER: 07890564 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: Hawkeye Capital Master CENTRAL INDEX KEY: 0001342024 IRS NUMBER: 980466159 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE CAPITAL PLACE STREET 2: P.O. BOX 897GT CITY: GEORGETOWN, GRAND CAYMAN STATE: E9 ZIP: 475 BUSINESS PHONE: 212-265-0565 MAIL ADDRESS: STREET 1: ONE CAPITAL PLACE STREET 2: P.O. BOX 897GT CITY: GEORGETOWN, GRAND CAYMAN STATE: E9 ZIP: 475 SC 13G 1 cmls13g.htm SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 0)*

 

Cumulus Media Inc.

(Name of Issuer)

 

Common Stock, Class A

(Title of Class of Securities)

 

231082108

(CUSIP Number)

 

May 17, 2007

(Date of Event which Requires Filing of this Statement)

 

 

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

o Rule 13d-1(b)

x Rule 13d-1(c)

o 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).

 

1

 

 

CUSIP No. 231082108

Page 2 of 8 Pages

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Hawkeye Capital Master I.R.S. ID No. 98-0466159

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) x

(b) o

3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

-0-

 

6.

Shared Voting Power

-0-

 

7.

Sole Dispositive Power

-0-

 

8.

Shared Dispositive Power

-0-

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

-2,269,820-

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

o

11.

Percent of Class Represented by Amount in Row (9)

6.18%

 

12.

Type of Reporting Person (See Instructions)

OO

 

 

2

 

 

CUSIP No. 231082108

Page 3 of 8 Pages

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Richard A. Rubin

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a) x

(b) o

3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

-2,269,820-

 

6.

Shared Voting Power

-0-

 

7.

Sole Dispositive Power

-2,269,820-

 

8.

Shared Dispositive Power

-0-

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

-2,269,820-

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

o

11.

Percent of Class Represented by Amount in Row (9)

6.18%

 

12.

Type of Reporting Person (See Instructions)

IN

 

 

 

3

 

 

CUSIP No. 231082108

Page 4 of 8 Pages

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Hawkeye Capital Management, LLC I.R.S. ID No. 13-4092634

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a) x

(b) o

3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

-0-

 

6.

Shared Voting Power

-0-

 

7.

Sole Dispositive Power

-0-

 

8.

Shared Dispositive Power

-0-

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

-2,269,820-

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

o

11.

Percent of Class Represented by Amount in Row (9)

6.18%

 

12.

Type of Reporting Person (See Instructions)

OO

 

 

 

4

 

 

Item 1.

 

 

(a)

Name of Issuer:

Cumulus Media Inc.

 

 

(b)

Address of Issuer’s Principal Executive Offices:

 

 

14 Piedmont Center, Suite 1400

 

Atlanta, GA 30305

 

Item 2.

 

 

(a)

Name of Person Filing:

 

This Schedule 13G is being jointly filed by Richard A. Rubin, Hawkeye Capital Management, LLC and Hawkeye Capital Master (collectively the "Reporting Persons") with respect to shares of Common Stock of Cumulus Media Inc. which the Reporting Persons may be deemed to beneficially own pursuant to Section 13(d) of the Exchange Act.

 

 

(b)

Address of Principal Business Office, or if none, Residence:

 

The principal place of business for Richard A. Rubin and Hawkeye Capital Management, LLC is 800 Third Avenue, 10th Floor, New York, New York, 10022.

 

The principal place of business for Hawkeye Capital Master is P.O. Box 897GT, One Capital Place, Georgetown, Grand Cayman, Cayman Islands.

 

 

(c)

Citizenship:

 

 

Richard A. Rubin is a citizen of the United States.

 

Hawkeye Capital Management, LLC was organized in the United States.

 

Hawkeye Capital Master was organized in the Cayman Islands.

 

 

(d)

Title of Class of Securities:

 

 

Common Stock, Class A

 

 

(e)

CUSIP Number:

 

 

231082108

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable

 

Item 4.

Ownership.

 

 

(a)

Amount Beneficially Owned: 2,269,820 shares

 

 

(b)

Percent of Class: 6.18%

 

Hawkeye Capital Master, a pooled investment vehicle organized as a Cayman Islands series trust, owns 2,269,820 shares of Cumulus Media Inc.Common Stock which may be deemed to be beneficially

 

5

 

 

owned by each Reporting Person and as to which Richard Rubin has sole voting power and dispositive power in his role as manager of Hawkeye Capital Management, LLC, the manager of Hawkeye Capital Master.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

 

Not applicable.

 

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.

 

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

 

Not applicable.

 

Item 10.

Certification.

 

 

Not applicable.

 

6

 

 

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.

 

Dated: May 31, 2007

 

 

Hawkeye Capital Master

 

 

 

By:

 

 

/s/ Richard A. Rubin

 

 

Richard A. Rubin

 

 

Manager

 

 

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.

 

Dated: May 31, 2007

 

 

Richard A. Rubin

 

 

 

By:

/s/ Richard A. Rubin

 

 

Richard A. Rubin

 

 

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.

 

Dated: May 31, 2007

 

Hawkeye Capital Management, LLC

 

 

 

 

 

By:

/s/ Richard A. Rubin

 

 

Richard A. Rubin

 

 

Manager

 

 

7

 

 

 

EXHIBIT A

 

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

 

This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer". The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, with respect to their ownership of the Common Stock of Cumulus Media Inc. and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 31st day of May, 2007.

 

 

/s/ Richard A. Rubin

Richard A. Rubin

 

 

/s/ Richard A. Rubin

Hawkeye Capital Management, LLC

by Richard A. Rubin, Manager

 

 

/s/ Richard A. Rubin

Hawkeye Capital Master

by Richard A. Rubin,

Manager of Hawkeye Capital Management, LLC,

Manager of Hawkeye Capital Master

 

 

8

 

 

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