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: May 30, 2002 Commission File No.: 0-25969 (Date of earliest event reported) RADIO ONE, INC. (Exact name of registrant as specified in its charter) Delaware 52-1166660 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 5900 Princess Garden Parkway, 7th Floor Lanham, Maryland 20706 (Address of principal executive offices) (301) 306-1111 Registrant's telephone number, including area code
Item 4. Changes in Registrant's Certifying Accountant Pursuant to a recommendation of the Audit Committee of the Board of Directors of Radio One, Inc. ("Radio One"), effective May 30, 2002, we dismissed Arthur Andersen LLP as our independent public accountants and engaged Ernst & Young LLP to serve as our independent public accountants for the fiscal year ending December 31, 2002. Arthur Andersen's reports on Radio One's financial statements for each of the years ended December 31, 2001 and December 31, 2000 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2001 and December 31, 2000, and through the date of this Form 8-K, there have been no disagreements with Arthur Andersen LLP on any matter of accounting principle or practice, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Arthur Andersen LLP, would have caused them to make reference thereto in their report on the financial statements for such years. During the fiscal years ended December 31, 2001 and December 31, 2000, and through March 31, 2002, there have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)). Radio One has provided Arthur Andersen with a copy of the foregoing disclosures. Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter, dated May 30, 2002, stating its agreement with such statements. During the fiscal years ended December 31, 2001 and December 31, 2000, and through the date of this Form 8-K, Radio One did not consult with Ernst & Young LLP on any accounting, auditing, or reporting matters. Exhibit Number Description -------------- ----------- 16.1 Arthur Andersen LLP letter to the SEC dated May 30, 2002 99.1 Press release dated May 30, 2002: Radio One, Inc. Appoints Ernst & Young as Independent Auditor
SIGNATURE 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 thereunto duly authorized. RADIO ONE, INC. /s/ Scott R. Royster ---------------------------------------------------- May 30, 2002 Scott R. Royster Executive Vice President and Chief Financial Officer (Principal Accounting Officer)
[Arthur Andersen Letterhead Appears Here] Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 May 30, 2002 Dear Sir/Madam, We have read Item 4 included in the Form 8-K dated May 30, 2002 of Radio One, Inc. to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very truly yours, /s/ Arthur Andersen LLP Arthur Andersen LLP cc: Mr. Scott Royster, Chief Financial Officer, Radio One, Inc.
NEWS RELEASE May 30, 2002 Contact: Scott R. Royster, EVP and CFO FOR IMMEDIATE RELEASE (301) 429-2642 Washington, DC RADIO ONE, INC. APPOINTS ERNST & YOUNG AS INDEPENDENT AUDITOR Washington, DC: - Radio One, Inc. (NASDAQ: ROIAK and ROIA) today announced that, based upon the recommendation of its Audit Committee, it has appointed Ernst & Young, LLP as the Company's independent auditor, replacing Arthur Andersen, LLP in Baltimore, MD. Ernst & Young acquired the financial statement assurance practice and tax portions of Arthur Andersen's Baltimore office effective May 15, 2002. Scott R. Royster, Radio One's Executive Vice President and CFO commented, "Arthur Andersen has served as Radio One's independent auditor for many years and we appreciate their professionalism and the high quality of the work they performed for us. We are pleased that Arthur Andersen's Baltimore office has joined Ernst & Young and look forward to working with them in their role as our new independent auditor." Radio One is the nation's seventh largest radio broadcasting company (based on 2001 pro forma revenue) and the largest primarily targeting African-American and urban listeners. The Company owns and/or operates 65 radio stations located in 22 of the largest markets in the United States and programs five channels on the XM Satellite Radio Inc. system.