TRANSACTION VALUATION* | AMOUNT OF FILING FEE | ||||
$895,789.64 |
$49.99 | ||||
* | Calculated solely for purposes of determining the filing fee. This amount assumes that all eligible options to purchase the Class A common stock of Entercom Communications Corp. with an exercise price of $11.80 or more will be exchanged for an aggregate of 722,411 Restricted Stock Units of Entercom having an aggregate value of $895,789.64 based on the average of the high and low prices of Entercom Class A common stock on the New York Stock Exchange on of April 3, 2009. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $55.80 per million dollars of the value of the transaction. |
o | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: Not applicable. | Filing party: Not applicable. | |||
Form or Registration No: Not applicable. | Date Filed: Not applicable. |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
1
(a)(1)(i)
|
Offer to Exchange Certain Outstanding Options, dated April 13, 2009 | |
(a)(1)(ii)
|
Form of Cover Letter to holders of Eligible Options regarding the Offer to Exchange and Summary of Procedures. | |
(a)(1)(iii)
|
Election to Exchange Form. | |
(a)(1)(iv)
|
Notice of Election to Withdraw Options Form from Offer to Exchange. | |
(a)(1)(v)
|
Form Email Communication to holders of Eligible Options | |
(a)(1)(vi)
|
Form of Rights Letter. | |
(a)(1)(vii)
|
Form of Personnel Summary | |
(a)(1)(viii)
|
Entercom Communications Corp.s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the SEC on February 26, 2009 and incorporated by reference. | |
(a)(1)(ix)
|
Entercom Communications Corp.s proxy statement for its 2009 Annual Meeting of Stockholders, filed with the SEC on March 23, 2009 and incorporated by reference. | |
(a)(2)
|
Not applicable. | |
(a)(3)
|
Not applicable. | |
(a)(4)
|
Not applicable. | |
(a)(5)
|
Not applicable. |
2
(b)
|
Not applicable. | |
(d)(1)
|
Amended and Restated Articles of Incorporation of Entercom Communications Corp. (incorporated by reference to Exhibit 3.01 of Entercom Communications Corp. Amendment to Registration Statement on Form S-1, filed with the SEC on January 27, 1999. (File No. 333-61381) and Exhibit 3.01 of our Current Report on Form 8K filed with the SEC on December 21, 2007). | |
(d)(2)
|
Amended and Restated Bylaws of Entercom Communications Corp. (incorporated by reference to Exhibit 3.01 of Entercom Communications Corp.s Current Report on Form 8-K filed with the SEC on February 21, 2008). | |
(d)(3)
|
Form of Common Stock Certificate (incorporated by reference to Entercom Communications Corp.s Registration Statement on Form S-3, filed with the SEC on February 11, 2002). | |
(d)(4)
|
Indenture dated as of March 5, 2002 by and among Entercom Radio, LLC and Entercom Capital, Inc., as co-issuers, the Guarantors named therein and HSBC Bank USA, as trustee (incorporated by reference to Exhibit 4.02 to Entercom Communications Corp.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, filed with the SEC on May 13, 2002). | |
(d)(5)
|
First Supplemental Indenture dated as of March 5, 2002 by and among Entercom Radio, LLC and Entercom Capital, Inc., as co-issuers, the Guarantors named therein and HSBC Bank USA, as trustee. (incorporated by reference to Exhibit 4.03 to Entercom Communications Corp.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, filed with the SEC on May 13, 2002). | |
(d)(6)
|
Entercom Equity Compensation Plan (incorporated by reference to Exhibit 10.01 to Entercom Communications Corp.s Current Report on Form 8-K, filed with the SEC on May 19, 2008). | |
(d)(7)
|
Entercom Communications Corp.s Registration Statement on Form S-8, SEC File Nos. 333-71481, filed with the Securities and Exchange Commission on January 29, 1999 and incorporated by reference herein. | |
(d)(8)
|
Entercom Communications Corp.s Registration Statement on Form S-8, SEC File 333-85638, filed with the Securities and Exchange Commission on April 5, 2002 and incorporated by reference herein. | |
(d)(9)
|
Entercom Communications Corp.s Registration Statement on Form S-8, SEC File 333-141493, filed with the Securities and Exchange Commission on March 22, 2007 and incorporated by reference herein. | |
(g)
|
Not applicable. | |
(h)
|
Not applicable. |
3
Dated: April 13, 2009 | ENTERCOM COMMUNICATIONS CORP. | |||||
By: | /s/ Stephen F. Fisher | |||||
Name: | ||||||
Title: | Executive Vice President Operations |
4
(a)(1)(i)
|
Offer to Exchange Certain Outstanding Options, dated April 13, 2009 | |
(a)(1)(ii)
|
Form of Cover Letter to holders of Eligible Options regarding the Offer to Exchange and Summary of Procedures. | |
(a)(1)(iii)
|
Election to Exchange Form. | |
(a)(1)(iv)
|
Notice of Election to Withdraw Options Form from Offer to Exchange. | |
(a)(1)(v)
|
Form Email Communication to holders of Eligible Options | |
(a)(1)(vi)
|
Form of Rights Letter. | |
(a)(1)(vii)
|
Form of Personnel Summary | |
(a)(1)(viii)
|
Entercom Communications Corp.s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the SEC on February 26, 2009 and incorporated by reference. | |
(a)(1)(ix)
|
Entercom Communications Corp.s proxy statement for its 2009 Annual Meeting of Stockholders, filed with the SEC on March 23, 2009 and incorporated by reference. | |
(a)(2)
|
Not applicable. | |
(a)(3)
|
Not applicable. | |
(a)(4)
|
Not applicable. | |
(a)(5)
|
Not applicable. | |
(b)
|
Not applicable. | |
(d)(1)
|
Amended and Restated Articles of Incorporation of Entercom Communications Corp. (incorporated by reference to Exhibit 3.01 of Entercom Communications Corp. Amendment to Registration Statement on Form S-1, filed with the SEC on January 27, 1999. (File No. 333-61381) and Exhibit 3.01 of our Current Report on Form 8K filed with the SEC on December 21, 2007). | |
(d)(2)
|
Amended and Restated Bylaws of Entercom Communications Corp. (incorporated by reference to Exhibit 3.01 of Entercom Communications Corp.s Current Report on Form 8-K filed with the SEC on February 21, 2008). | |
(d)(3)
|
Form of Common Stock Certificate (incorporated by reference to Entercom Communications Corp.s Registration Statement on Form S-3, filed with the SEC on February 11, 2002). | |
(d)(4)
|
Indenture dated as of March 5, 2002 by and among Entercom Radio, LLC and Entercom Capital, Inc., as co-issuers, the Guarantors named therein and HSBC Bank USA, as trustee (incorporated by reference to Exhibit 4.02 to Entercom Communications Corp.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, filed with the SEC on May 13, 2002). | |
(d)(5)
|
First Supplemental Indenture dated as of March 5, 2002 by and among Entercom Radio, LLC and Entercom Capital, Inc., as co-issuers, the Guarantors named therein and HSBC Bank USA, as trustee. (incorporated by reference to Exhibit 4.03 to Entercom Communications Corp.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, filed with the SEC on May 13, 2002). | |
(d)(6)
|
Entercom Equity Compensation Plan (incorporated by reference to Exhibit 10.01 to Entercom Communications Corp.s Current Report on Form 8-K, filed with the SEC on May 19, 2008). | |
(d)(7)
|
Entercom Communications Corp.s Registration Statement on Form S-8, SEC File Nos. 333-71481, filed with the Securities and Exchange Commission on January 29, 1999 and incorporated by reference herein. | |
(d)(8)
|
Entercom Communications Corp.s Registration Statement on Form S-8, SEC File 333-85638, filed with the Securities and Exchange Commission on April 5, 2002 and incorporated by reference herein. |
5
(d)(9)
|
Entercom Communications Corp.s Registration Statement on Form S-8, SEC File 333-141493, filed with the Securities and Exchange Commission on March 22, 2007 and incorporated by reference herein. | |
(g)
|
Not applicable. | |
(h)
|
Not applicable. |
6