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CMLS > SEC Filings for CMLS > Form 8-K on 20-Dec-2011All Recent SEC Filings

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Form 8-K for CUMULUS MEDIA INC


20-Dec-2011

Other Events, Financial Statements and Exhibits


Item 8.01- Other Events.

Cumulus Media Inc. (the "Company"), Cumulus Media Holdings Inc., a wholly-owned subsidiary of the Company ("Cumulus Holdings"), and certain other of the Company's subsidiaries that have guaranteed Cumulus Holdings' outstanding 7.75% Senior Notes due 2019 (the "Original Notes") (collectively, the "Subsidiary Guarantors") intend to file a registration statement (the "Exchange Registration Statement") to register the offer and sale of certain debt securities (the "Exchange Notes") of Cumulus Holdings and guarantees of the Exchange Notes (the "Exchange Guarantees") by the Company and the Subsidiary Guarantors. The Exchange Notes and the Exchange Guarantees will be issued in exchange for the Original Notes and the related outstanding guarantees thereof by the Company and the Subsidiary Guarantors, respectively.

In connection with the Exchange Registration Statement, the Company is filing herewith updated historical financial statements solely to include the supplemental guarantor disclosures required by Rule 3-10(d) of Regulation S-X. Specifically, the Company is including the following supplemental financial information in its historical financial statements:

a new Note 22 to the Notes to the Company's Audited Consolidated Financial Statements included in Part II, Item 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2010; and

a new Note 15 to the Notes to the Company's Unaudited Consolidated Financial Statements included in Part I, Item 1 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.

The Company qualifies as a "smaller reporting company" (as defined in Rule 405 of the Securities Act of 1933) and has elected to report the accompanying supplemental financial information in accordance with the provisions of Article 8 of Regulation S-X applicable thereto.

As previously disclosed, on September 16, 2011, the Company completed the acquisition (the "Acquisition") of Citadel Broadcasting Corporation ("Citadel") and its subsidiaries. In connection with the Acquisition, Citadel and certain of its subsidiaries provided guarantees of the Original Notes and became Subsidiary Guarantors. The Company is also filing herewith updated historical financial statements of Citadel solely to include certain recently acquired subsidiary guarantor disclosure required by Rule 3-10(g) of Regulation S-X. Specifically, the Company is including the following supplemental financial information in Citadel's historical financial statements:

a new Note 24 to the Notes to Citadel's Audited Consolidated Financial Statements which were originally included in Part II, Item 8 of Citadel's Annual Report on Form 10-K for the year ended December 31, 2010; and

a new Note 16 to the Notes to Citadel's Unaudited Consolidated Financial Statements which were originally included in Part I, Item 1 of Citadel's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 (Citadel's last full fiscal quarter before the completion of the Acquisition).

The historical financial statements, including the related supplemental disclosures described above in respect of the Audited Consolidated Financial Statements included in Part II, Item 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2010, are filed as Exhibit 99.1 to this Current Report on Form 8-K (this "Report") and are incorporated herein by reference. The historical financial statements, including the related supplemental disclosures described above in respect of the Unaudited Consolidated Financial Statements included in Part I, Item 1 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, are filed as Exhibit 99.2 to this Report and are incorporated herein by reference. The historical financial statements of Citadel, including the related supplemental disclosures described above in respect of the Audited Consolidated Financial Statements which were originally included in Part II, Item 8 of Citadel's Annual Report on Form 10-K for the year ended December 31, 2010, are filed as Exhibit 99.3 to this Report and are incorporated herein by reference. The historical financial statements of Citadel, including the related supplemental disclosures in respect of the Unaudited Consolidated Financial Statements which were originally included in Part I, Item 1 of Citadel's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, are filed as Exhibit 99.4 to this Report and are incorporated herein by reference.

The information included in and with this Report is presented for informational purposes only, and there has been no change to either of the Company's or Citadel's previously reported consolidated net operating results, financial condition or cash flows. This Report does not reflect events occurring after the original filing of the Company's previously reported results.

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Item 9.01- Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this report:

Exhibit No.                                 Description

 23.1            Consent of PricewaterhouseCoopers LLP.

 23.2            Consent of Deloitte & Touche LLP.

 99.1            Updated Part II, Item 8 "Financial Statements and Supplementary
                 Data" of the Company's Annual Report on Form 10-K for the year
                 ended December 31, 2010.

 99.2            Updated Part I, Item 1 "Financial Statements" of the Company's
                 Quarterly Report on Form 10-Q for the period ended September 30,
                 2011.

 99.3            Updated Part II, Item 8 "Financial Statements and Supplementary
                 Data" of Citadel's Annual Report on Form 10-K for the year ended
                 December 31, 2010.

 99.4            Updated Part I, Item 1 "Financial Statements" of Citadel's
                 Quarterly Report on Form 10-Q for the period ended June 30, 2011.

101              The materials included within Item 1 of Exhibit 99.2 and Item 1 of
                 Exhibit 99.4 formatted in eXtensible Business Reporting Language.

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