UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Radio One, Inc.
(Name of Issuer)
Class D Common Stock, $.001 par value
(Title of Class of Securities)
75040P405
(CUSIP Number)
Brian
Jozwiak
Fine Capital Partners, L.P.
590 Madison Avenue, 5th Floor
New York, New York 10022
Tel. No.: (212) 492-8200
Fine Capital Partners, L.P.
590 Madison Avenue, 5th Floor
New York, New York 10022
Tel. No.: (212) 492-8200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Receive Notices and Communications)
- with copies to -
Eliot D. Raffkind
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
May 15, 2009
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. |
75040P405 |
| 1 | NAMES OF REPORTING PERSONS Fine Capital Partners, L.P. |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
| (a) o | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||
| AF | |||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| Delaware | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 5,117,898 | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 0 | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 5,117,898 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 0 | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 5,117,898 | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 9.9% | |||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||
| PN | |||||||||||
Page 2 of 9
CUSIP No. |
75040P405 |
| 1 | NAMES OF REPORTING PERSONS Fine Capital Advisors, LLC |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
| (a) o | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||
| AF | |||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| Delaware | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 5,117,898 | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 0 | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 5,117,898 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 0 | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 5,117,898 | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 9.9% | |||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||
| OO | |||||||||||
Page 3 of 9
CUSIP No. |
75040P405 |
| 1 | NAMES OF REPORTING PERSONS Debra Fine |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
| (a) o | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||
| AF | |||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| USA | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 5,117,898 | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 0 | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 5,117,898 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 0 | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 5,117,898 | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 9.9% | |||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||
| IN | |||||||||||
Page 4 of 9
SCHEDULE 13D/A
Item 1. Security and Issuer
This Amendment No. 4 to Schedule 13D (the “Schedule 13D/A”) relates to shares of Class D
Common Stock, $.001 par value (the “Common Stock”), of Radio One, Inc., a Delaware corporation (the
“Issuer”), directly owned by private investment funds managed by Fine Capital Partners, L.P., a
Delaware limited partnership (“FCP”). The Issuer’s principal executive offices are located at 5900
Princess Garden Parkway, 7th Floor, Lanham, Maryland 20706.
Item 2. Identity and Background
(a) This statement is filed by (i) FCP, as the investment manager to certain private
investment funds, with respect to the Common Stock owned by such private investment funds, (ii)
Fine Capital Advisors, LLC, a Delaware limited liability company (“FCA”), as the general partner of
FCP, and (iii) Ms. Debra Fine, a principal of FCP and FCA (the persons mentioned in (i), (ii) and
(iii) are referred to herein as the “Reporting Persons”), with respect to the shares of Common
Stock owned by such private investment funds. Ms. Fine is the President of FCP and the sole
Manager of FCA. Brian Jozwiak is the Chief Financial Officer and Chief Operating Officer of the
Reporting Persons.
(b) The business address of each of the Reporting Persons and each of the other executive
officers of FCP is 590 Madison Avenue, 5th Floor, New York, New York 10022.
(c) FCP provides investment management services to private individuals and institutions. FCA
serves as the general partner of FCP. The principal occupation of Ms. Fine is investment
management. The principal occupation of Mr. Jozwiak is Chief Financial Officer and Chief Operating
Officer of FCP and its affiliates.
(d) None of the Reporting Persons, or other persons with respect to whom information is given
in response to this Item 2, has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons, or other persons with respect to whom information is given
in response to this Item 2, has, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) FCP is a Delaware limited partnership. FCA is a Delaware limited liability company. Ms.
Fine and Mr. Jozwiak are United States citizens.
Page 5 of 9
Item 3. Source and Amount of Funds or Other Consideration
The net investment costs (including commissions, if any) of the shares of Common Stock
directly owned by the private investment funds is approximately $9,524,204. Ms. Fine, FCP and FCA
do not directly own any shares of Common Stock.
Item 4. Purpose of the Transaction
The purpose of the acquisition of the Common Stock by the Reporting Persons is for investment,
and the purchase of the Common Stock by the Reporting Persons was made in the ordinary course of
business and was not made for acquiring control of the Issuer. Depending on price, availability,
market conditions and other factors that may affect their judgment, the Reporting Persons may
acquire additional shares of Common Stock or dispose of any or all of their shares of Common Stock.
The Reporting Persons do not currently intend to acquire the Issuer or to control the management
and policies of the Issuer.
Item 5. Interest in Securities of the Issuer
(a) As of May 19, 2009, Ms. Fine beneficially owns 5,117,898 shares of Common Stock, which
represents 9.9% of the Issuer’s outstanding shares of Common Stock. FCP, FCA and Ms. Fine direct
the voting and disposition of 5,117,898 shares of Common Stock representing 9.9% of the Issuer’s
outstanding shares of Common Stock. The percentage of beneficial ownership of the Reporting
Persons, as reported in this Schedule 13D/A, was calculated by dividing (i) the number of shares of
Common Stock beneficially owned by each Reporting Person as of May 19, 2009, as set forth in this
Schedule 13D/A, by (ii) 51,711,916 shares of Common Stock outstanding as of April 30, 2009, based
upon the Issuer’s Report on Form 10-Q filed with the Securities and Exchange Commission on May 11,
2009.
(b) Ms. Fine, FCP and FCA have the power to vote and dispose of all of the shares of Common
Stock held by the private investment funds.
(c) The transactions in the Issuer’s securities by the Reporting Persons in the last sixty
(60) days are listed as Exhibit 1 attached hereto and made a part hereof.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of
the Issuer
Not Applicable.
Page 6 of 9
Item 7. Material to be Filed as Exhibits
| Exhibit 1 | Transactions in the Issuer’s securities by the Reporting Persons in the last sixty (60)
days. |
Page 7 of 9
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated: May 19, 2009 |
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| FINE CAPITAL PARTNERS, L.P. | ||||||||
| By: | Fine Capital Advisors, LLC, its general partner |
|||||||
| By: | /s/ Debra Fine
Title: Manager |
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| FINE CAPITAL ADVISORS, LLC | ||||||||
| By: | /s/ Debra Fine | |||||||
| Name: Debra Fine Title: Manager |
||||||||
| /s/ Debra Fine | ||||||||
| Debra Fine | ||||||||
Page 8 of 9
Exhibit Index
| Exhibit | ||||
| No. | Description | |||
| 1 | Transactions in the Issuer’s securities by the Reporting Persons in the last sixty (60) days. |
|||
Page 9 of 9
EXHIBIT 1
| Number of Shares | ||||||||
| Date | Purchased/(Sold) | Price per Share | ||||||
5/15/2009 |
(1,075,000 | ) | $ | 0.41 | ||||