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Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3) (To Prospectus dated October 25, 2000) SEC File No. 333-47762 310,000 HIGH TIDES/SM/ RADIO ONE, INC. 6 1/2% CONVERTIBLE PREFERRED SECURITIES REMARKETABLE TERM INCOME DEFERRABLE EQUITY SECURITIES (HIGH TIDES)/SM/* (Liquidation Amount $1,000 per each HIGH TIDES/SM/) Convertible into class D common stock of Radio One. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Prospectus, dated October 25, 2000, forming a part of the Registration Statement on Form S-3 (Registration No. 333-47762). Any cross references in this Prospectus Supplement refer to portions of the Prospectus. The purpose of this Prospectus Supplement is to amend and supplement the information set forth in the Prospectus regarding the selling holders. The following table sets forth the names of additional selling holders and the amount of HIGH TIDES owned by each selling holder listed below as of December 5, 2000. Each of the selling holders named below acquired HIGH TIDES in the amounts reflected in the table below from a selling holder named in the Prospectus. All information with respect to beneficial ownership has been furnished to the Company by the respective selling holders. Beneficial ownership of the HIGH TIDES listed in the table has been determined in accordance with the applicable rules and regulations promulgated under the Exchange Act. - ---------------------------------- * The terms Remarketable Term Income Deferrable Equity Securities (HIGH TIDES)/SM/ or HIGH TIDES/SM/ are registered service marks of Credit Suisse First Boston Corporation. Because the selling holders may, pursuant to this Prospectus, offer all or some portion of the HIGH TIDES and the class D common stock issuable upon conversion of the HIGH TIDES, no estimate can be given as to the amount of those securities that will be held by the selling holders upon termination of any such sales. In addition, the selling holders identified above and in the Prospectus may have sold, Page 1
Number of Selling Holders HIGH TIDES - --------------- ---------- Banc of America Securities, LLC................................................ 500 Fidelity Advisor Series I: Fidelity Advisor Dividend Growth Fund.............. 5,800 Fidelity Advisor Series II: Fidelity Advisor Strategic Income Fund............ 1,300 Fidelity Financial Trust: Fidelity Convertible Securities Fund................. 57,900 Fidelity Management Trust Company.............................................. 5,167 Fidelity School Street Trust: Fidelity Strategic Income Fund.................. 300 Variable Insurance Products Fund II: Asset Manager Portfolio.................. 5,700 Variable Insurance Products Fund II: Asset Manager: Growth Portfolio.......... 1,100 Forest Alternative Strategies Fund II, LP A5M.................................. 100 Forest Fulcrum Fund L.P........................................................ 300 Forest Global Convertible Fund A-5............................................. 1,700 Forest Performance Fund L.P.................................................... 800 LLT Limited.................................................................... 100 Shelby County Trust Bank as custodian for United Liberty Insurance Company..... 600 ------ 81,367 transferred or otherwise disposed of all or a portion of their HIGH TIDES since the date on which they provided the information regarding their HIGH TIDES, in transactions exempt from the registration requirements of the Securities Act. See "Plan of Distribution." Such sales would affect the data in the table above. The Company may from time to time, in accordance with the Registration Rights Agreement, supplement or amend the Prospectus to reflect the required information concerning any transferee, pledgee, donee or successor to the selling holders named in the Prospectus. The date of this Prospectus Supplement is December 7, 2000. Page 2