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As filed with the Securities and Exchange Commission on September _, 1997
Registration No. 333-30795
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RADIO ONE, INC.
RADIO ONE LICENSES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Radio One, Inc.
September __, 1997
Page 1
[LETTERHEAD OF KIRKLAND ELLIS]
EXHIBIT 8.1
To Call Writer Direct:
202 879-5000
[DATE]
Radio One, Inc.
Radio One Licenses, Inc.
5900 Princess Garden Parkway
Lanham, Maryland 20706
Re: Offer by Radio One, Inc./Radio One Licenses, Inc. to Exchange their
Series B 12% Senior Subordinated Notes Due 2004 for any and all
of their 12% Senior Subordinated Notes Due 2004
We have acted as special counsel to Radio One, Inc. and Radio One Licenses,
Inc. "Companies") in connection with their offer (the "Exchange Offer") to
Exchange their Series B 12% Senior Subordinated Notes Due 2004 (the "Exchange
Notes") for any and all of their 12% Senior Subordinated Notes Due 2004 (the
"Notes").
You have requested our opinion as to certain United States federal income
tax consequences of the Exchange Offer and to the holders who will receive
Exchange Notes. In preparing our opinion, we have reviewed and relied upon
Amendment No. 1 to the Company's Registration Statement on Form S-4 (File No.
333-30795), filed with the Securities and Exchange Commission on September __,
1997 (the "Registration Statement"), and such other documents as we deemed
necessary.
On the basis of the foregoing, it is our opinion that the disclosure
contained under the heading "Certain Federal Income Tax Consequences" in the
Registration Statement is correct in all material respects.
The opinion set forth above is based upon the applicable provisions of the
Internal Revenue Code of 1986, as amended; the Treasury Regulations promulgated
or proposed thereunder; current positions of the Internal Revenue Service (the
"IRS") contained in published revenue rulings, revenue procedures, and
announcements; existing judicial decisions; and other applicable authorities. No
tax rulings have been sought from the IRS with respect to any of the matters
discussed herein. Unlike a ruling from the IRS, opinions of counsel are not
binding on the IRS. Hence, no assurance can be given that the opinions stated in
this letter will not be successfully challenged by the IRS or by a court. We
express no opinion concerning any United States federal income tax consequences
of the Exchange Offer except as expressly set forth above.
Radio One, Inc.
September __, 1997
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Certain Federal Income Tax Consequences " in the Registration Statement.
Very truly yours,
/s/
Kirkland & Ellis
Ms. Gay Truscott
July 31, 1997
EXHIBIT 10.19
RADIO ONE, INC.
July 31, 1997
Ms. Gay Truscott
Senior Vice President
Allied Capital
1666 K Street, NW
Washington, D.C. 20006
Dear Ms. Truscott:
Reference is made to that certain Letter of Intent dated as of March 12,
1997, by and between Radio One , Inc. ("Radio One" or "Buyer") and Allied
Capital Financial Corporation ("Allied" or "Seller") pursuant to which Radio
One, or any entity controlled by the same principals who control Radio One, will
purchase from Allied and G. Cabell Williams, III, in a warrant and stock
transaction, a warrant for and all of the issued and outstanding capital stock
of BHI, as such Letter of Intent was extended by that certain First Amendment
dated as of May 6, 1997, that certain Second Amendment dated as of May 30, 1997,
and that certain Third Amendment dated as of June 5, 1997, which Letter of
Intent, as so amended, lapsed on June 18, 1997. Then by letter dated July 1,
1997, Radio One and Allied agreed to revive and modify the Letter of Intent and
extend it through July 31, 1997. Capitalized terms used herein without
definition shall have the meanings assigned such terms in the Letter of Intent.
Radio One and Allied hereby agree to further modify the Letter of Intent, as
amended and modified, as follows:
1. The attached Term Sheet For the Acquisition of WYCB-AM ("Term Sheet")
describes the consideration to be paid by Radio One. All references to
consideration in the Letter of Intent dated March 12, 1997, as modified by
letter of July 1, 1997, are deleted in their entirety.
2. The penultimate paragraph of the Letter of Intent, as modified by letter
of July 1, 1997, is revised to substitute the date of August 29, 1997, for that
of July 31, 1997.
3. The Letter of Intent is further modified to provide that the Definitive
Agreement shall not include as a condition to Radio One's obligation to close
that BHI has achieved or maintained a specific cash flow or that WYCB-AM has
achieved or maintained a certain ratings or market share or any similar
contingency to closing.
4. The Letter of Intent is further modified to provide that the Definitive
Agreement shall not include any employee severance obligation as to Allied or
the Shareholder. However, the Definitive Agreement will provide a representation
that there is no and there will not be consideration due to employees of BHI
whose employment is terminated by Allied and/or Radio One. Within five (5) days
of the filing of an application with the FCC seeking authority to transfer the
stock of BHI to Radio One, or its subsidiary, Allied will provide written notice
to each employee that some or all of the employees currently employed at Station
WYCB may be terminated by Radio One upon consummation of the sale of the stock.
5. The Letter of Intent is further modified to incorporate the provisions
described in the attached Term Sheet. The warrant referenced in the Term Sheet
shall expire on the date that any and all amounts due and owing under the Note
are paid in full.
We look forward to working with you to consummate the transactions
contemplated by this Letter of Intent as modified hereby. Please do not hesitate
to call with any questions or comments that you may have regarding anything
contained herein.
This letter may be signed in counterparts, facsimile signature to be
binding upon receipt by facsimile transmission.
Very Truly Yours,
RADIO ONE, INC.
By: /s/
Scott R. Royster
Agreed:
ALLIED CAPITAL FINANCIAL CORPORATION
By: /s/
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Gay Truscott
TERM SHEET
FOR THE ACQUISITION
OF
WYCB-AM
The acquisition (the "Acquisition") by Radio One, Inc., a Delaware
corporation ("ROI"), of a warrant for and all of the outstanding shares of
capital stock of Broadcast Holdings, Inc., a District of Columbia corporation
and the current owner and operator of WYCB-AM ("Broadcast Holdings"), from G.
Cabell Williams, III, Allied Capital Financial Corporation and its affiliates
(collectively, "Allied") will be consummated substantially in accordance with
the terms set forth in that certain draft dated June 12, 1997 of the Option and
Stock Purchase Agreement (the "Agreement") among Broadcast Holdings, Allied and
ROI, except to the extent changes to the Agreement are required by the structure
and form of consideration described in this Term Sheet and the Letter of Intent
dated July 31, 1997.
PURCHASER: All of the outstanding shares of capital stock of Broadcast
Holdings will be purchased by a newly formed wholly owned
subsidiary of ROI ("Newco"), and which will be designated
along with Broadcast Holdings as an Unrestricted Subsidiary
(as such term is defined in the Indenture dated as of May
15, 1997 with respect to ROI's 12% Senior Subordinated Notes
due 2004).
PURCHASE PRICE: The total purchase price payable under the terms of the
Agreement shall be payable with a note (the "Note") issued
by Newco, with an aggregate original principal amount equal
to $3.75 million and which shall be secured in the manner
provided below.
TERMS OF THE NOTE: Interest rate - 13% per annum, payable quarterly in cash on
the basis of 10% per annum, with the balance thereof (3% per
annum) to be accrued from the date of the issuance of the
Note (the "Issue Date") and compounded quarterly. Any and
all outstanding principal of the Note together with all
accrued and unpaid interest thereon shall be due and payable
on the third anniversary of the Issue Date.
Prepayable at any time without premium or penalty, subject
to a minimum of prepayment of $100,000.
SECURITY FOR THE
NOTE: The Note will be secured by (a) a pledge by Newco of all of
the outstanding shares of capital stock of Broadcast
Holdings (the "Shares"), and (b) pursuant to a guarantee by
Broadcast Holdings of the Note, by substantially all of the
tangible and intangible assets of Broadcast Holdings,
including, to the extent permitted by law, the FCC license
for WYCB-AM, but excluding any LMA Agreement between ROI and
Newco and/or Broadcast Holdings (together with the Shares,
the "Collateral").
WARRANT: As additional consideration for the stock of Broadcast
Holdings, ROI would issue a contingent warrant (the
"Warrant") to Allied which would be exercisable as described
herein for a number of shares of ROI's 15% Series A
Cumulative Redeemable Preferred Stock (the "Series A
Preferred") having an aggregate liquidation value of up to
$4.0 million (the rights, preferences and terms of the
Series A Preferred are set forth in the Amended and Restated
Certificate of Incorporation of ROI filed with the Secretary
of State of Delaware on May 16, 1997). The Warrant would be
issued at the closing of the Acquisition and upon payment by
Allied of $100 to ROI. The exercise price for the Warrant
would be nominal (for example, $.01 per share). Finally, the
Warrant would only be exercisable if, and then only to the
extent that, after a default under the Note, the proceeds
from any foreclosure or other action taken by the holder of
the Note with respect to the Collateral are insufficient to
cover the full amount due under the Note.
COVENANTS: Subject to customary exceptions such as, among other things,
the sale of assets in the ordinary course of business,
Broadcast Holdings and Newco would be subject to covenants
restricting the disposition of the Collateral or mergers,
recapitalizations or other similar transactions; provided,
however, no covenants will restrict any dividends or other
distributions of cash (other than cash that constitutes the
proceeds of Collateral not permitted to be sold) by
Broadcast Holdings or Newco subject to Broadcast Holdings
maintaining as surplus a minimum cash balance of $30,000,
and no covenants will restrict ROI or any of its
subsidiaries (other than Newco and Broadcast Holdings) under
any circumstances..
PRE-CLOSING LMA: Prior to the closing of the Acquisition, ROI would enter
into an LMA Agreement with Broadcast Holdings on terms
satisfactory to ROI and Allied, provided that the parties'
failure to conclude a pre-closing LMA Agreement shall not be
a condition to the consummation of the Acquisition.
POST-CLOSING LMA: Following the closing of the Acquisition, ROI may enter into
an LMA Agreement with Newco and/or Broadcast Holdings.
EXHIBIT 10.20
SIXTH AMENDMENT TO LETTER OF INTENT TO ENTER INTO OPTION AND
STOCK PURCHASE AGREEMENT
THIS SIXTH AMENDMENT TO LETTER OF INTENT TO ENTER INTO OPTION AND STOCK
PURCHASE AGREEMENT, is dated this 8th day of September, 1997, and is made
between RADIO ONE, INC., and ALLIED CAPITAL FINANCIAL CORPORATION.
Radio One, Inc. ("Buyer") and Allied Capital Financial Corporation
("Seller") have executed a letter of intent dated March 12, 1997, which was
accepted by Seller on March 13, 1997 ("Letter"). The Letter describes the terms
upon which the parties would enter into an Option and Stock Purchase Agreement
("Agreement") whereby Buyer would acquire from Seller its option to acquire the
stock of Broadcast Holdings, Inc., licensee of Station WYCB(AM), Washington,
D.C.
Buyer and Seller agree that it would be mutually beneficial to amend the
provision contained in the Letter, as amended, which required that the parties
enter into an Agreement on or before August 29, 1997.
In consideration of the parties' mutual agreement to continue in good faith
to finalize the Agreement, which the parties hereby acknowledge constitutes good
and valuable consideration, Buyer and Seller agree that the penultimate
paragraph of the Letter, as amended, is revised to substitute the date of
September 30, 1997, for that of August 29, 1997.
Except as described above, the terms and conditions of the Letter, as
amended on May 6, 1997, May 30, 1997, June 5, 1997, July 1, 1997, and July 31,
1997, shall not be modified.
This amendment may be signed in counterparts, facsimile signatures to be
binding upon receipt by facsimile transmission.
AGREED TO: AGREED TO:
/s/ /s/
- -------------------------------- -----------------------------------
Alfred C. Liggins, III Gay Truscott
Radio One, Inc. Allied Capital Financial
Corporation
EXHIBIT 12.1
RADIO ONE, INC. AND SUBSIDIARY
RATIO OF EARNINGS TO FIXED CHARGES
FOR THE YEARS ENDED DECEMBER 27, 1992, DECEMBER 26, 1993
DECEMBER 25, 1994, DECEMBER 31, 1995 AND 1996
AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND JUNE 29, 1997
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
and to all references to our Firm included in or made a part of this
Registration Statement.
/s/Arthur Anderson LLP
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Baltimore, Maryland,
September 12, 1997
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-4 of our
report dated February 3, 1995, on our audits of the financial statements of
WKYS-FM, Inc. We also consent to the reference to our firm under the caption
"Experts".
/s/Coopers & Lybrand LLP
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Denver, Colorado
September 9, 1997