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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1 )(1) Radio One, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 75040P108 - -------------------------------------------------------------------------------- (CUSIP Number) 09/30/2000 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /X/ Rule 13d-1(b) / / Rule 13d-1(c) / / Rule 13d-1(d) 1 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 the disclosures provided in a prior cover page. The information required in 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 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. 75040P108 13G Page 2 of 8 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification No. of Above Persons (Entities Only) The TCW Group, Inc. - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) /X/ - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Citizenship or Place of Organization Nevada corporation - ------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Beneficially Owned Power 0 by Each Reporting -------------------------------------------------- Person With (6) Shared Voting Power 2,457,727 -------------------------------------------------- (7) Sole Dispositive Power 0 -------------------------------------------------- (8) Shared Dispositive Power 2,457,727 - ------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,457,727 - ------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / - ------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9) 10.8%(see response to Item 4) - ------------------------------------------------------------------------------- (12) Type of Reporting Person* HC/CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 75040P108 13G Page 3 of 8 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification No. of Above Persons (Entities Only) Robert Day - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) /X/ - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Citizenship or Place of Organization United States Citizen - ------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Beneficially Owned Power 0 by Each Reporting -------------------------------------------------- Person With (6) Shared Voting Power 2,457,727 -------------------------------------------------- (7) Sole Dispositive Power 0 -------------------------------------------------- (8) Shared Dispositive Power 2,457,727 - ------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,457,727 - ------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares* /X/ - ------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9) 10.8%(see response to Item 4) - ------------------------------------------------------------------------------- (12) Type of Reporting Person* HC/IN - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Page 4 of 8 Pages --- --- Item 1(a). Name of Issuer: Radio One, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 5900 Princess Garden Pkwy, 8th Floor Lanham, MD 20706 Item 2(a). Name of Persons Filing: Item 2(b). Address of Principal Business Office, or if None, Residence: Item 2(c). Citizenship: The TCW Group, Inc. 865 South Figueroa Street Los Angeles, CA 90017 (Nevada Corporation) Robert Day 865 South Figueroa Street Los Angeles, CA 90017 (United States Citizen) Item 2(d). Title of Class of Securities: Class A Common Stock Item 2(e). CUSIP Number: 75040P108 Page 5 of 8 Pages --- --- Item 3. If This Statement Is Filed Pursuant to Rule 13d1(b), or 13d2(b) or (c), Check Whether the Person Filing is a: (a) / / Broker or dealer registered under Section 15 of the Exchange Act. (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act. (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) / / Investment company registered under Section 8 of the Investment Company Act. (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) / / An employee benefit plan or endowment fund in accordance with13d-1(b)(1)(ii)(F). (g) /X/ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (SEE Item 7) The TCW Group, Inc. Robert Day (individual who may be deemed to control The TCW Group, Inc. and other entities which hold the Class A Common Stock of the issuer) (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. / / Page 6 of 8 Pages --- --- Item 4. Ownership ** THE TCW GROUP, INC. (a) Amount beneficially owned: 2,457,727**** (b) Percent of class: 10.8% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: none. (ii) Shared power to vote or to direct the vote: 2,457,727 (iii) Sole power to dispose or to direct the disposition of: none. (iv) Shared power to dispose or to direct the disposition of: 2,457,727 ROBERT DAY *** (a) Amount beneficially owned: 2,457,727**** (b) Percent of class: 10.8% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: none. (ii) Shared power to vote or to direct the vote: 2,457,727 (iii) Sole power to dispose or direct the disposition of: none. (iv) Shared power to dispose or to direct the disposition of: 2,457,727 - -------- ** The filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Schedule 13G. In addition, the filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934. *** Shares reported for Robert Day include shares reported for The TCW Group, Inc. **** Includes 674,230 shares that would be derived from the conversion of $12,630,000 face amount of 144A Convertible Preferred Stock "High Tides" 6.5% maturing July 15, 2005. Page 7 of 8 Pages --- --- Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following / /. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Various persons other than as described in Item 4 have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock of Radio One, Inc. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. SEE Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable. SEE Exhibits A and B. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Because this statement is filed pursuant to Rule 13d-1(b), the following certification is included: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 8 of 8 Pages --- --- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated this 10th day of October, 2000. The TCW Group, Inc. By: /s/ Linda D. Barker ----------------------------- Linda D. Barker Authorized Signatory Robert Day By: /s/ Linda D. Barker ----------------------------- Linda D. Barker Under Power of Attorney dated March 31, 2000, on File with Schedule 13G for Cox Radio, Inc. dated May 9, 2000.
EXHIBIT 99.1 EXHIBIT A RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANY PART A: TCW ENTITIES PARENT HOLDING COMPANY: The TCW Group, Inc. Robert Day (an individual who may be deemed to control The TCW Group, Inc.) RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN RULE 13d-1(b): (i) Trust Company of the West, a California corporation and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934. (ii) TCW Asset Management Company, a California corporation and an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (iii)TCW Investment Management Company, fka: TCW Funds Management Inc., a California corporation and an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Note: No Class A Common Stock of Radio One, Inc. is held directly by The TCW Group, Inc. Other than the indirect holdings of The TCW Group, Inc., no Class A Common Stock of Radio One, Inc. is held directly or indirectly by Robert Day, an individual who may be deemed to control The TCW Group, Inc. PART B: NON TCW ENTITIES PARENT HOLDING COMPANY: Robert Day (an individual who may be deemed to control the entities described below which are not subsidiaries of The TCW Group, Inc.) RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN RULE 13d-1(b): Oakmont Corporation, a California corporation and an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940.
EXHIBIT 99.2 EXHIBIT B JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is accurate. Dated this 10th day of October, 2000. The TCW Group, Inc. By: /s/ Linda D. Barker ----------------------------- Linda D. Barker Authorized Signatory Robert Day By: /s/ Linda D. Barker ----------------------------- Linda D. Barker Under Power of Attorney dated March 31, 2000, on File with Schedule 13G for Cox Radio, Inc. dated May 9, 2000.