CUMULUS MEDIA, INC.
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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) February 22, 2005 (February 22, 2005)

CUMULUS MEDIA INC.


(Exact name of registrant as specified in its charter)
         
Delaware   000-24525   36-4159663
 
(State or other jurisdiction   (Commission File Number)   (IRS employer
of incorporation)       Identification No.)
     
3535 Piedmont Road, Building 14, Fourteenth Floor, Atlanta, Georgia   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:

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

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

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

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

 
 

 


TABLE OF CONTENTS

Item 2.02 — Results of Operations and Financial Condition
Item 9.01 — Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1 PRESS RELEASE


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Section 2 – Financial Information

Item 2.02 – Results of Operations and Financial Condition.

     On February 22, 2005, Cumulus Media Inc. issued a press release announcing financial results for the quarter ended December 31, 2004. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     This information is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liabilities of that section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits.

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

     
Exhibit No.   Description
99.1
  Press Release, dated February 22, 2005.

 


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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/ Martin R. Gausvik
         
      Name:
Title:
  Martin R. Gausvik
Executive Vice President and
Chief Financial Officer
       

Date: February 22, 2005

 


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EXHIBIT INDEX

     
Exhibit No.   Description
99.1
  Press Release, dated February 22, 2005.