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 June 30, 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
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 30, 1998, Radio One, Inc. (the "Company"), completed its
acquisition of Bell Broadcasting Company ("Bell"), a Michigan corporation,
pursuant to a Stock Purchase Agreement among the shareholders of Bell and the
Company dated December 23, 1997. As a result of the transaction, the Company
purchased 100% of the capital stock of Bell plus various other assets for
approximately $35.0 million in cash, subject to certain adjustments. The
acquisition was financed through a combination of cash of approximately $9.6
million and debt of approximately $25.4 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").
Bell, which owns three radio stations, two of which are 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, Radio One of Detroit, Inc., a Delaware corporation, as a
wholly-owned subsidiary of Bell. Contemporaneous with the acquisition of the
stock of Bell, the licenses of the radio stations owned by Bell were assigned to
Radio One of Detroit, Inc.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Financial statements for Bell are not available at this time, and will be
filed in an amendment to this 8-K within 75 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 75 days of the date hereof.
(c) Exhibits.
4.1 First Supplemental Indenture dated as of June 30, 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., Bell
Broadcasting Company, Radio One of Detroit, Inc., and United States Trust
Company of New York, as Trustee.
<PAGE>
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
----------------------------------------------------
July 13, 1998 Scott R. Royster
Executive Vice President and Chief Financial Officer
(Principal Accounting Officer)
================================================================================
RADIO ONE, INC., BELL BROADCASTING COMPANY and
RADIO ONE OF DETROIT, INC.
and
UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee
--------------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of June 30, 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
================================================================================
<PAGE>
FIRST SUPPLEMENTAL INDENTURE dated as of June 30, 1998, by and among RADIO
ONE, INC. ("ROI" or the "Company"), a Delaware corporation, BELL BROADCASTING
COMPANY ("Bell"), a Michigan corporation, RADIO ONE OF DETROIT, INC. ("ROD"), 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, Bell is a wholly owned subsidiary of ROI and ROD is a wholly owned
subsidiary of Bell; and
WHEREAS, Bell and ROD desire by this First 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 First Supplemental Indenture
has been authorized by resolutions of the Board of Directors of Bell and ROD;
and
WHEREAS, all conditions and requirements necessary to make this First
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. Bell and ROD 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 First 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 Bell and ROD.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.01. Terms Defined. For all purposes of this First Supplemental
Indenture, except as otherwise defined or unless the context otherwise requires,
terms used in capitalized form in this First 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 FIRST 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 First Supplemental Indenture,
provided that such jurisdiction shall be non-exclusive.
<PAGE>
Section 2.04. Successors. All agreements of Bell and ROD in this First
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 First 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 First 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 First 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 Bell and ROD, or for or with respect to (i) the validity or
sufficiency of this First Supplemental Indenture or any of the terms or
provisions hereof, (ii) the proper authorization hereof by Bell and ROD by
corporate action or otherwise, (iii) the due execution hereof by Bell and ROD,
(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.
<PAGE>
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the date first written above.
Radio One, Inc.
By: /s/ Alfred C. Liggins
-----------------------------------
Name: Alfred C. Liggins
Title: President
Bell Broadcasting Company
By: /s/ Alfred C. Liggins
-----------------------------------
Name: Alfred C. Liggins
Title: President
Radio One of Detroit, Inc.
By: /s/ Alfred C. Liggins
-----------------------------------
Name: Alfred C. Liggins
Title: President
Attest: /s/ Scott R. Royster
--------------------------
UNITED STATES TRUST COMPANY of
NEW YORK, as Trustee
By:
-----------------------------------
Name:
Title:
