Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 14, 2011

 

 

CUMULUS MEDIA INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-24525   36-4159663

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS employer

Identification No.)

3280 Peachtree Road, N.W., Suite 2300, Atlanta GA   30305
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (404) 949-0700

n/a

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01— Other Events.

On September 14, 2011, Cumulus Media Inc. (“Cumulus Media”) and Citadel Broadcasting Corporation (“Citadel”) issued a press release (the “Press Release”) announcing that the Federal Communications Commission has approved the previously announced merger of a subsidiary of Cumulus Media with and into Citadel, pursuant to which Citadel will become an indirect wholly-owned subsidiary of Cumulus Media. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01— Financial Statements and Exhibits.

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

 

Exhibit
No.

   

Description

99.1    Press release dated September 14, 2011.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CUMULUS MEDIA INC.

By:

  

/s/ J.P. Hannan

  Name:   J.P. Hannan
  Title:   Senior Vice President, Treasurer and Chief Financial Officer

Date: September 14, 2011

 

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EXHIBIT INDEX

 

Exhibit
No.

   

Description

99.1    Press release dated September 14, 2011.