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: September 17, 2004 | 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 incorporation or organization) |
(I.R.S. Employer Identification No.) |
5900 Princess Garden Parkway,
7th Floor
Lanham, Maryland 20706
(Address of principal executive offices)
(301) 306-1111
Registrant’s telephone number, including area code
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:
| ¨ | 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 16, 2004, Radio One, Inc. issued a press release announcing its acquisition of the assets of radio station KRTS-FM, in Houston, Texas. A copy of the press release is attached hereto as Exhibit 99.1.
| Exhibit Number |
Description | |
| 99.1 | Press release dated September 16, 2004: Radio One Consummates Acquisition of KRTS-FM. |
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 | ||||
| September 17, 2004 |
Scott R. Royster Executive Vice President and Chief Financial Officer (Principal Accounting Officer) | |||
Exhibit 99.1
NEWS RELEASE
| September 16, 2004 |
Contact: | Scott R. Royster, EVP and CFO | ||
| FOR IMMEDIATE RELEASE |
(301) 429-2642 | |||
| Washington, DC |
RADIO ONE CONSUMMATES ACQUISITION OF KRTS-FM
100kW Station Located in the Houston, TX Market
Washington, DC:—Radio One, Inc. (“Radio One” or the “Company”) (NASDAQ: ROIAK and ROIA) announced today that it has consummated the acquisition of the assets of radio station KRTS-FM, located in the Houston, Texas market for approximately $72.5 million in cash. Concurrent with the closing the Company has changed the call sign of the station to KROI-FM.
Commenting on this acquisition, Radio One president and Chief Executive Officer Alfred C. Liggins, III stated, “This acquisition is a huge win for Radio One. This station represents one of the last high-powered, independently owned radio stations in the Houston market. We are very excited to be able to enhance our competitive position in one of our, and the radio industry’s, largest and best markets.”
Radio One, Inc. (www.radio-one.com) is the nation’s seventh largest radio broadcasting company (based on 2003 net broadcast revenue) and the largest company that primarily targets African-American and urban listeners. Pro forma for all announced acquisitions, Radio One owns and/or operates 69 radio stations located in 22 urban markets in the United States and reaches approximately 13 million listeners every week. Radio One also programs “XM 169 The POWER” on XM Satellite Radio and owns approximately 40% of TV One, LLC, an African-American targeted cable channel, which is a joint venture with Comcast Corporation.
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Because these statements apply to future events, they are subject to risks and uncertainties that could cause actual results to differ materially, including the absence of a combined operating history with an acquired company or radio station and the potential inability to integrate acquired businesses, need for additional financing, high degree of leverage, seasonal nature of the business, granting of rights to acquire certain portions of the acquired company’s or radio station’s operations, market ratings, variable economic conditions and consumer tastes, as well as restrictions imposed by existing debt and future payment obligations. Important factors that could cause actual results to differ materially are described in Radio One’s reports on Forms 10-K and 10-Q and other filings with the Securities and Exchange Commission.
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