View:
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 December 28, 1998 Commission File No. 333-30795
(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,
8TH FLOOR
LANHAM, MARYLAND 20706
(Address of principal executive offices)
(301) 306-1111
Registrant's telephone number, including area code
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 28, 1998, Radio One, Inc. (the "Company"), completed its
acquisition of Allur-Detroit, Inc. ("Allur-Detroit"), a Delaware corporation,
pursuant to a Stock Purchase Agreement among the shareholders of Allur-Detroit
and the Company dated October 26, 1998. As a result of the transaction, the
Company purchased 100% of the capital stock of Allur-Detroit for approximately
$26.5 million in cash, subject to certain adjustments. The acquisition was
financed through a combination of cash of approximately $2.5 million and debt of
approximately $24.0 million borrowed under a $57.5 million credit facility
provided by Credit Suisse First Boston as the Agent and NationsBank, N.A., as
the Documentation Agent (the "Credit Agreement").
Allur-Detroit, which owns one radio station in the Detroit, Michigan,
market, will operate as a wholly-owned subsidiary of the Company which has its
headquarters in Lanham, Maryland.
ITEM 5. OTHER EVENTS.
Pursuant to the requirements of the Credit Agreement, the Company formed a
new entity, Allur Licenses, Inc. ("Allur Licenses"), a Delaware corporation, as
a wholly-owned subsidiary of Allur-Detroit. Contemporaneous with the acquisition
of the stock of Allur-Detroit, the licenses of the radio stations owned by
Allur-Detroit were assigned to Allur Licenses, Inc..
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Financial statements for Allur-Detroit are not available at this time, and
will be filed in an amendment to this 8-K within 60 days of the date hereof.
(b) Pro Forma Financial Information.
The pro forma financial information is not available at this time, and will
be filed in an amendment to this 8-K within 60 days of the date hereof.
(c) Exhibits.
4.1 Second Supplemental Indenture dated as of December 23, 1998, to
Indenture dated as of May 15, 1997, by and among Radio One, Inc., as Issuer and
United States Trust Company of New York, as Trustee, by and among Radio One,
Inc., Allur-Detroit, Allur Licenses, Inc., and United States Trust Company of
New York, as Trustee.
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
----------------------------------------------------
January 11, 1998 Scott R. Royster
Executive Vice President and Chief Financial Officer
(Principal Accounting Officer)
RADIO ONE, INC., ALLUR-DETROIT, INC. and ALLUR LICENSES, INC.
and
UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee
--------------------------------
SECOND SUPPLEMENTAL INDENTURE
Dated as of December 28, 1998
to
INDENTURE
Dated as of May 15, 1997
by and among
RADIO ONE, INC., as Issuer
and
UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee
--------------------------------
$85,478,000
12% Senior Subordinate Notes Due 2004
SECOND SUPPLEMENTAL INDENTURE dated as of December 28, 1998, by and among
RADIO ONE, INC. ("ROI" or the "Company"), a Delaware corporation, ALLUR-DETROIT,
INC., a Delaware corporation, ("Allur-Detroit"), ALLUR LICENSES, INC. ("Allur
Licenses "), a Delaware corporation, and UNITED STATES TRUST COMPANY OF NEW YORK
(the "Trustee").
WHEREAS, the Company heretofore executed and delivered to the Trustee an
Indenture dated as of May 15, 1997 (the "Indenture"), providing for the issuance
of $85,478,000 aggregate principal amount of the Company's 12% Senior
Subordinated Notes Due 2004 (the "Notes"); and
WHEREAS, Allur-Detroit is a wholly owned subsidiary of ROI and Allur
Licenses is a wholly owned subsidiary of Allur-Detroit; and
WHEREAS, Allur-Detroit and Allur Licenses desire by this Second
Supplemental Indenture to expressly become Subsidiary Guarantors bound by the
Subsidiary Guarantee of the Securities set forth in Article 11 of the Indenture;
and
WHEREAS, the execution and delivery of this Second Supplemental Indenture
has been authorized by resolutions of the Board of Directors of Allur-Detroit
and Allur Licenses; and
WHEREAS, all conditions and requirements necessary to make this Second
Supplemental Indenture a valid, binding and legal instrument in accordance with
its terms have been performed and fulfilled by the parties hereto and the
execution and delivery thereof have been in all respects duly authorized by the
parties hereto.
NOW, THEREFORE, in consideration of the above premises, each party agrees,
for the benefit of the other and for the equal and ratable benefit of the
Holders of the Notes, as follows:
ARTICLE 1
ASSUMPTION OF OBLIGATIONS
Section 1.01. Assumption. Allur-Detroit and Allur Licenses hereby expressly
agree to become Subsidiary Guarantors of the Securities set forth in Article 11
of the Indenture and to assume all such Obligations (as such term is defined in
the Indenture) as set forth in Article 11 of the Indenture. Any Notes delivered
after the date of this Second Supplemental Indenture, including Notes delivered
in substitution or exchange for any outstanding Notes, as provided in the
Indenture, may be executed and delivered by Radio One, Inc. in its own name,
with such notations, legends or endorsements required by law, stock exchange
rules or usage, and each such Note shall constitute the obligation of
Allur-Detroit and Allur Licenses.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.01. Terms Defined. For all purposes of this Second Supplemental
Indenture, except as otherwise defined or unless the context otherwise requires,
terms used in capitalized form in this Second Supplemental Indenture and defined
in the Indenture have the meanings specified in the Indenture.
Section 2.02. Indenture. Except as amended hereby, the Indenture and the
Notes are in all respects ratified and confirmed and all the terms shall remain
in full force and effect.
Section 2.03. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS. Each of the parties hereto agrees to
submit to
the jurisdiction of the courts of the State of New York in any action or
proceeding arising out of or relating to this Second Supplemental Indenture,
provided that such jurisdiction shall be non-exclusive.
Section 2.04. Successors. All agreements of Allur-Detroit and Allur
Licenses in this Second Supplemental Indenture and the Notes shall bind its
successors. All agreements of the Trustee in this Indenture shall bind its
successor.
Section 2.05. Multiple Counterparts. The parties may sign multiple
counterparts of this Second Supplemental Indenture. Each signed counterpart
shall be deemed an original, but all of them together represent the same
agreement.
Section 2.06. Effectiveness. The provisions of this Second Supplemental
Indenture will take effect immediately upon its execution and delivery by the
Trustee and satisfaction with all of the conditions set forth in Section 4.12 of
the Indenture.
Section 2.07. Trustee Disclaimer. The Trustee accepts the amendment of the
Indenture effected by this Second Supplemental Indenture and agrees to execute
the trust created by the Indenture and agrees to execute the trust created by
the Indenture as hereby amended, but only upon the terms and conditions set
forth in the Indenture, including the terms and provisions defining and limiting
the liabilities and responsibilities of the Trustee, which terms and provisions
shall in like manner define and limit its liabilities and responsibilities in
the performance of the trust created by the Indenture as hereby amended, and
without limiting the generality of the foregoing, the Trustee shall not be
responsible in any manner whatsoever for or with respect to any of the recitals
or statements contained herein, all of which recitals or statements are made
solely by Allur-Detroit and Allur Licenses, or for or with respect to (i) the
validity or sufficiency of this Second Supplemental Indenture or any of the
terms or provisions hereof, (ii) the proper authorization hereof by
Allur-Detroit and Allur Licenses by corporate action or otherwise, (iii) the due
execution hereof by Allur-Detroit and Allur Licenses, (iv) the consequences
(direct or indirect and whether deliberate or inadvertent) of any amendment
hereby provided for, and the Trustee makes no representation with respect to any
such matters.
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the date first written above.
RADIO ONE, INC.
By:/s/ Alfred C. Liggins, III
----------------------------
Name: Alfred C. Liggins, III
Title: President
ALLUR-DETROIT, INC.
By:/s/ Alfred C. Liggins, III
----------------------------
Name: Alfred C. Liggins, III
Title: President
ALLUR LICENSES, INC.
By:/s/ Alfred C. Liggins, III
----------------------------
Name: Alfred C. Liggins, III
Title: President
Attest:
----------------------------
UNITED STATES TRUST COMPANY of
NEW YORK, as Trustee
By:/s/ Patricia Stermer
----------------------------
Name: Patricia Stermer
Title: Assistant Vice President