-----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, TO8Vc4OyB6383tC/J/JNbKeUNuB7R31rx0wOIFpkYvHNsxYrezxjwOn8o9uYVQVM GGVbprE5Gbj9TZ8OtV6Fcw== 0000902135-06-000004.txt : 20060808 0000902135-06-000004.hdr.sgml : 20060808 20060808192622 ACCESSION NUMBER: 0000902135-06-000004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060804 FILED AS OF DATE: 20060808 DATE AS OF CHANGE: 20060808 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Banc of America Capital Management SBIC, LLC CENTRAL INDEX KEY: 0001334779 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 061014642 BUSINESS ADDRESS: STREET 1: 100 NORTH TRYON STREET STREET 2: 25TH FLOOR CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 704.386.1792 MAIL ADDRESS: STREET 1: 100 NORTH TRYON STREET STREET 2: 25TH FLOOR CITY: CHARLOTTE STATE: NC ZIP: 28255 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BA EQUITY MANAGEMENT LP CENTRAL INDEX KEY: 0001276072 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 061014643 MAIL ADDRESS: STREET 1: 100 N TRYON ST 25TH FL CITY: CHARLOTTE STATE: NC ZIP: 28255 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BANC OF AMERICA CAPITAL INVESTORS SBIC LP CENTRAL INDEX KEY: 0001274971 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 061014644 MAIL ADDRESS: STREET 1: 100 N TRYON ST 25TH FL CITY: CHARLOTTE STATE: NC ZIP: 28255 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BA EQUITY MANAGEMENT GP LLC CENTRAL INDEX KEY: 0001274970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 061014645 MAIL ADDRESS: STREET 1: 100 N TRYON ST 25TH FL CITY: CHARLOTTE STATE: NC ZIP: 28255 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BA SBIC MANAGEMENT LLC CENTRAL INDEX KEY: 0001274969 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 061014646 MAIL ADDRESS: STREET 1: 100 N TRYON ST 25TH FL CITY: CHARLOTTE STATE: NC ZIP: 28255 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BANC OF AMERICA CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001272320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 061014648 MAIL ADDRESS: STREET 1: 100 TRYON STREET 25TH FLOOR STREET 2: ATTN: EDWARD BALOGH CITY: CHERLOTTE STATE: NC ZIP: 28255 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HAIN J TRAVIS CENTRAL INDEX KEY: 0001223043 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 061014649 BUSINESS ADDRESS: STREET 1: 100 N TRYON ST STREET 2: 25TH FL CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 704-386-7839 MAIL ADDRESS: STREET 1: 100 NORTH TRYON STREET CITY: CHARLOTTE STATE: NC ZIP: 28255 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BACM I GP LLC CENTRAL INDEX KEY: 0001272321 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 061014647 MAIL ADDRESS: STREET 1: 100 TRYON STREET 25TH FLOOR STREET 2: ATTN: EDWARD BALOGH CITY: CHERLOTTE STATE: NC ZIP: 28255 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BA CAPITAL CO LP CENTRAL INDEX KEY: 0000902135 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 061014650 BUSINESS ADDRESS: STREET 1: 100 NORTH TRYON STREET 25TH FLOOR CITY: CHARLOTTE STATE: NC ZIP: 28225 BUSINESS PHONE: 7043861792 MAIL ADDRESS: STREET 1: 100 NORTH TRYON STREET 25TH FLOOR CITY: CHARLOTTE STATE: NC ZIP: 28225 FORMER NAME: FORMER CONFORMED NAME: NATIONSBANC CAPITAL CORP DATE OF NAME CHANGE: 19930423 4 1 cumulusform4_ex.xml X0202 4 2006-08-04 0 0001058623 CUMULUS MEDIA INC CMLS 0000902135 BA CAPITAL CO LP 100 NORTH TRYON STREET 25TH FLOOR CHARLOTTE NC 28225 1 0 1 0 0001223043 HAIN J TRAVIS 100 NORTH TRYON STREET CHARLOTTE NC 28255 1 0 1 0 0001272320 BANC OF AMERICA CAPITAL MANAGEMENT LP 100 TRYON STREET 25TH FLOOR ATTN: EDWARD BALOGH CHERLOTTE NC 28255 1 0 1 0 0001272321 BACM I GP LLC 100 TRYON STREET 25TH FLOOR ATTN: EDWARD BALOGH CHERLOTTE NC 28255 1 0 1 0 0001274969 BA SBIC MANAGEMENT LLC 100 N TRYON ST 25TH FL CHARLOTTE NC 28255 1 0 1 0 0001274970 BA EQUITY MANAGEMENT GP LLC 100 N TRYON ST 25TH FL CHARLOTTE NC 28255 1 0 1 0 0001274971 BANC OF AMERICA CAPITAL INVESTORS SBIC LP 100 N TRYON ST 25TH FL CHARLOTTE NC 28255 1 0 1 0 0001276072 BA EQUITY MANAGEMENT LP 100 N TRYON ST 25TH FL CHARLOTTE NC 28255 1 0 1 0 0001334779 Banc of America Capital Management SBIC, LLC 100 NORTH TRYON STREET 25TH FLOOR CHARLOTTE NC 28255 1 0 1 0 Director Stock Options (Right to Buy) 9.40 2006-08-04 4 A 0 40000 9.40 A 2016-08-04 Class A Common Stock 40000 40000 I see note Class B Common Stock Class A Common Stock 6630759 6630759 D BA Capital Company, L.P. holds 840,250 shares of Class A Common Stock and 849,275 shares of Class B Common Stock of the Issuer. These securities may be deemed to be beneficially owned by (a) BA SBIC Management, LLC, the general partner of BA Capital Company, L.P., (b) BA Equity Management, L.P., the sole member of BA SBIC Management, LLC, (c) BA Equity Management GP, LLC, the general partner of BA Equity Management, L.P., and (d) J. Travis Hain, the managing member of BA Equity Management GP, LLC. Mr. Hain disclaims beneficial ownership of such securities. The option vests pro rata quarterly over four years. The option was granted to Robert H. Sheridan, who serves on the board of directors of the Issuer as a designee of BA Capital Company, L.P., in a transaction exempt under Rule 16b-3. Pursuant to the policies of BA Capital Company, L.P and its affiliates, Mr. Sheridan is deemed to hold the reported option for the benefit of BA Capital Company, L.P and must exercise the option solely upon the direction of BA Capital Company, L.P. BA Capital Company, L.P may be deemed the indirect beneficial owner of the option. BA Capital Company, L.P disclaims beneficial ownership of the option except to the extent of its pecuniary interest therein. The Class B Common Stock does not have an expiration date and is exercisable immediately for Class A Common Stock on a 1-for-1 basis at the election of the holder for no additional consideration. Banc of America Capital Investors SBIC, L.P. holds 5,781,484 shares of Class B Common Stock. These securities may be deemed to be beneficially owned by (a) Banc of America Capital Management SBIC, LLC, the general partner of Banc of America Capital Investors SBIC, L.P., (b) Banc of America Capital Management, L.P., the sole member of Banc of America Capital Management SBIC, LLC, (c) BACM I GP, LLC, the general partner of Banc of America Capital Management, L.P., and (d) Mr. Hain, the managing member of BACM I GP, LLC. Mr. Hain disclaims beneficial ownership of all such securities. BA Capital Company, L.P. may be considered a director by deputization as a result of its right to designate a member of the Issuer's board of directors. /s/ Debra I. Cho, Attorney-in-Fact for J. Travis Hain, Managing Member of BA Equity Management GP, LLC, the general partner of BA Equity Management, L.P., the sole member of BA SBIC Management, LLC, the general partner of BA Capital Company, L.P. 2006-08-08 /s/ Debra I. Cho, Attorney-in-Fact for J. Travis Hain, Managing Member of BA Equity Management GP, LLC, the general partner of BA Equity Management, L.P., the sole member of BA SBIC Management, LLC 2006-08-08 /s/ Debra I. Cho, Attorney-in-Fact for J. Travis Hain, Managing Member of BA Equity Management GP, LLC, the general partner of BA Equity Manag 2006-08-08 /s/ Debra I. Cho, Attorney-in-Fact for J. Travis Hain, Managing Member of BA Equity Management GP, LLC 2006-08-08 /s/ Debra I. Cho, Attorney-in-Fact for J. Travis Hain 2006-08-08 /s/ Debra I. Cho, Attorney-in-Fact for J. Travis Hain, Managing Member of BACM I GP, LLC, the general patner of Banc of America Capital Management, L.P., the sole member of Banc of America Capital Management SBIC, LLC, the general partner of Banc of Ameri 2006-08-08 /s/ Debra I. Cho, Attorney-in-Fact for J. Travis Hain, Managing Member of BACM I GP, LLC, the general patner of Banc of America Capital Management, L.P., the sole member of Banc of America Capital Management SBIC, LLC 2006-08-08 /s/ Debra I. Cho, Attorney-in-Fact for J. Travis Hain, Managing Member of BACM I GP, LLC, the general patner of Banc of America Capital Management, L.P. 2006-08-08 /s/ Debra I. Cho, Attorney-in-Fact for J. Travis Hain, Managing Member of BACM I GP, LLC 2006-08-08 EX-24 2 powerofattorney.txt POWER OF ATTORNEY POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Ann H. Browning, Edward A. Balogh, Jr. and Debra I. Cho his and its true and lawful attorneys-in-fact, each acting alone, with full powers of substitution and resubstitution, for the undersigned in any and all capacities to (a) sign for and on behalf of the undersigned any and all forms, documents, filings, schedules or reports (collectively, "Filings") required under Section 13 or Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), including any Schedule 13D or 13G or Form 3, 4 or 5, that the undersigned may be required to make in connection with the undersigned's ownership, acquisition or disposition of securities of any company with a class of equity security registered pursuant to Section 12 of the Exchange Act of which the undersigned is a director, officer or beneficial owner of more than 10% of such class of equity security (each, an "Issuer"); (b) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Filings and timely make such Filings with the Securities and Exchange Commission and any applicable stock exchange or similar authority; and (c) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the Filings executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form as each such attorney-in-fact may approve in his or her discretion. Each of the undersigned (x) grants unto such attorneys-in-fact each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and (y) hereby ratifies and confirms all that such attorneys-in-fact (acting alone or through substitutes) may lawfully do or cause to be done by virtue hereof. Each of the undersigned does hereby ratify and confirm all Filings heretofore made by such attorneys-in-fact on his and its behalf. Each of the undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934. This Power of Attorney is valid and effective until the undersigned are no longer required to make Filings with respect to the undersigned's ownership acquisition or disposition of securities of an Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. Date: August 3, 2006 /s/ J. Travis Hain [SEAL] - ------------------------------------------------------- J. Travis Hain BANC OF AMERICA CAPITAL INVESTORS SBIC, L.P. By: Banc of America Capital Management SBIC, LLC, its general partner By: Banc of America Capital Management, L.P., its sole member By: BACM I GP, LLC, its general partner By: /s/ J. Travis Hain - ----------------------------------------- Name: J. Travis Hain Title: Managing Member BANC OF AMERICA CAPITAL MANAGEMENT SBIC, LLC By: Banc of America Capital Management, L.P., its sole member By: BACM I GP, LLC, its general partner By: /s/ J. Travis Hain - ---------------------------------------------------------- Name: J. Travis Hain Title: Managing Member BANC OF AMERICA CAPITAL MANAGEMENT, L.P. By: BACM I GP, LLC, its general partner By: /s/ J. Travis Hain - ---------------------------------------------------------- Name:J. Travis Hain Title: Managing Member BACM I GP, LLC By: /s/ J. Travis Hain - --------------------------------------------------------- Name: J. Travis Hain Title: Managing Member BA CAPITAL COMPANY, L.P. By: BA SBIC Management, LLC, its general partner By: BA Equity Management, L.P., its sole member By: BA Equity Management GP, LLC, its general partner By: /s/ J. Travis Hain - ----------------------------------------- Name: J. Travis Hain Title: Managing Member BA SBIC MANAGEMENT, LLC By: BA Equity Management, L.P., its sole member By: BA Equity Management GP, LLC, its general partner By: /s/ J. Travis Hain - ---------------------------------------------------------- Name:J. Travis Hain Title: Managing Member BA EQUITY MANAGEMENT, L.P. By: BA Equity Management GP, LLC, its general partner By: /s/ J. Travis Hain - ---------------------------------------------------------- Name: J. Travis Hain Title: Managing Member BA EQUITY MANAGEMENT GP, LLC By: /s/ J. Travis Hain - --------------------------------------------------------- Name: J. Travis Hain Title: Managing Member BA EQUITY INVESTMENT COMPANY, L.P. (successor-in-interest to NationsBanc Investment Corporation) By: BA Equity Management, L.P., its general partner By: BA Equity Management GP, LLC, its general partner By: /s/ J. Travis Hain - -------------------------------------------------- Name: J. Travis Hain Title: Managing Member -----END PRIVACY-ENHANCED MESSAGE-----