<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Proxy Statement
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to 14a-11(c) or Rule 14a-12
RADIO ONE, INC.
________________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
(1) Title of each class of securities to which transaction applies:
_________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
_________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
(5) Total fee paid:
_________________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
_________________________________________________________________
(2) Form, schedule or registration statement number:
_________________________________________________________________
(3) Filing party:
_________________________________________________________________
(4) Date filed:
_________________________________________________________________
-2-
<PAGE>
Radio One, Inc.
5900 Princess Garden Parkway, 8th Floor
Lanham, MD 20706
301-306-1111
August 16, 2000
Dear Fellow Stockholder:
You are cordially invited to attend the 2000 annual meeting of Stockholders
of Radio One, Inc. (the "Company"), to be held on Friday, September 15, 2000 at
9:30 a.m. local time, at the Washington Monarch Hotel, 2401 M Street, NW,
Washington, D.C.
At this meeting you will be asked to vote on several proposals, all of which
are described in detail in the attached proxy statement. Also enclosed are the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1999, and a proxy card.
Whether or not you plan to attend the Annual Meeting in person, it is
important that your shares be represented and voted at the meeting. After
reading the attached proxy statement, please sign, date, and promptly return
the proxy in the enclosed self-addressed envelope. No postage is required if it
is mailed in the United States. Submitting the proxy will not preclude you from
voting in person at the Annual Meeting should you later decide to do so.
Your cooperation in promptly returning your completed proxy is greatly
appreciated. We look forward to seeing you at the annual meeting.
Sincerely,
Alfred C. Liggins, III
Chief Executive Officer
<PAGE>
Radio One, Inc.
5900 Princess Garden Parkway, 8th Floor
Lanham, MD 20706
301-306-1111
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
SEPTEMBER 15, 2000
----------------
NOTICE IS HEREBY GIVEN that the annual meeting of Stockholders (the
"Meeting") of RADIO ONE, INC., a Delaware corporation (the "Company") will be
held on September 15, 2000 at 9:30 a.m., local time, at the Washington Monarch
Hotel, 2401 M Street, NW, Washington, D.C. to consider and act upon the
following matters:
1. The election of Brian W. McNeill and Terry L. Jones as Class A
directors to serve until the 2001 annual meeting of Stockholders or until
their successors are duly elected and qualified.
2. The election of Catherine L. Hughes, Alfred C. Liggins, III, and
Larry D. Marcus as directors to serve until the 2001 annual meeting of
Stockholders or until their successors are duly elected and qualified.
3. The amendment of the Company's Amended and Restated Certificate of
Incorporation to provide holders of the Class A Common Stock the right to
convert such Class A Common Stock into Class D Non-Voting Common Stock.
4. The amendment of the Company's Amended and Restated Bylaws to permit
the election of up to eleven, but not fewer than five, members of the Board
of Directors.
5. The ratification of the adoption of the 1999 Stock Option Plan.
6. The ratification of the appointment of Arthur Andersen, LLP as
independent public accountants for the Company for the year ended December
31, 2000.
7. The transaction of such other business as may properly come before
the Meeting or any adjournment thereof.
The Board of Directors is not aware of any other business that will be
presented for consideration at the Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
VOTE "FOR" EACH OF PROPOSALS 1, 2, 3, 4, 5 AND 6 TO BE PRESENTED AT THE
ANNUAL MEETING.
Only Stockholders of record at the close of business on August 9, 2000 will
be entitled to notice of and to vote at the Meeting or any adjournment thereof.
The Meeting may be adjourned from time to time without notice other than by
announcement at the Meeting. A list of Stockholders entitled to vote at the
Meeting will be available for inspection by any Stockholder, for any reason
germane to the Meeting, during ordinary business hours during the ten days
prior to the Meeting at the Company's offices at 5900 Princess Garden Parkway,
8th Floor, Lanham, Maryland 20706. If you wish to view the list of
Stockholders, please contact the Assistant Secretary's office at (301) 306-
1111.
<PAGE>
Radio One, Inc.
5900 Princess Garden Parkway, 8th Floor
Lanham, MD 20706
----------------
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 15,
2000
----------------
GENERAL
This proxy statement is furnished in connection with the solicitation on
behalf of the Board of Directors of RADIO ONE, INC. ("Radio One" or the
"Company") of proxies to be used at the annual meeting of Stockholders (the
"Meeting"), to be held on September 15, 2000 at 9:30 a.m., local time, at the
Washington Monarch Hotel, 2401 M Street, NW, Washington, D.C., and all
adjournments thereof. The proxy statement and a copy of the Company's Annual
Report on Form 10-K for the year ended December 31, 1999 are first being mailed
on or about August 16, 2000 to Stockholders of record at the close of business
on August 9, 2000.
A proxy card is enclosed. Whether or not you plan to attend the Meeting in
person, please date, sign and return the enclosed proxy card as promptly as
possible in the postage prepaid envelope provided. This will ensure that your
shares will be voted at the Meeting.
Proxies will be solicited by mail, and the Company will pay all expenses of
preparing and soliciting such proxies. The persons designated as proxy in any
duly executed proxy card received, will vote on all matters presented at the
Meeting in accordance with the specifications given therein by the person
executing such proxy or, in the absence of specified instructions, will vote in
favor of each of the proposals indicated on such proxy. The Board of Directors
does not know of any other matter that may be brought before the Meeting, but,
in the event that any other matter should come before the Meeting, the persons
named as proxy will have authority to vote all proxies not marked to the
contrary in their discretion as they deem advisable.
Any Stockholder may revoke his or her proxy at any time before the Meeting
by written notice to such effect received by the Company at the address set
forth above, attn: Linda J. Eckard, Assistant Secretary, by delivery of a
subsequently dated proxy, or by attending the Meeting and voting in person.
THE MEETING
The Meeting will be held on September 15, 2000 at 9:30 a.m., local time, at
the Washington Monarch Hotel, 2401 M Street, NW, Washington, D.C.
PROPOSALS
At the Meeting, our Stockholders will be asked to (i) elect Brian W. McNeill
and Terry L. Jones as Class A Directors, to serve until the 2001 annual meeting
of Stockholders or until their successors are duly elected and qualified
(Proposal 1); (ii) elect Catherine L. Hughes, Alfred C. Liggins, III, and Larry
D. Marcus as directors to serve until the 2001 annual meeting of Stockholders
or until their successors are duly elected and qualified (Proposal 2); (iii)
amend the Company's Amended and Restated Certificate of Incorporation to
provide holders of the Class A Common Stock the right to convert such Class A
Common Stock into Class D Non-Voting Common Stock (Proposal 3); (iv) amend the
Company's Amended and Restated Bylaws to permit the election of up to eleven,
but not fewer than five, members of the Board of Directors (Proposal 4); (v)
ratify the adoption of the 1999 Stock Option Plan (Proposal 5); (vi) ratify the
appointment of Arthur Andersen, LLP as independent public accountants for the
Company for the year ended December 31, 2000 (Proposal 6); and (vii) transact
such other business as may properly come before the Meeting or any adjournment
thereof.
1
<PAGE>
The Board of Directors is not aware of any other business that will be
presented for consideration at the Meeting.
HOW YOU CAN VOTE
You may submit your proxies by attending the Meeting and voting your shares
in person. You also may choose to submit your proxies by completing the
enclosed proxy card, dating and signing it, and returning it in the postage-
paid envelope provided. If you sign your proxy card and return it without
marking any voting instructions, your shares will be voted in favor of each of
the proposals presented at the Meeting for which you are eligible to vote. If
your shares are held in the name of a broker, bank or other record holder
(i.e., in "Street Name"), you must either direct the record holder of your
shares how to vote your shares or obtain a proxy from the record holder to vote
at the Meeting.
VOTING AND SOLICITATION OF PROXIES
All shares of Common Stock represented at the Meeting by properly executed
proxies received prior to the vote at the Meeting, unless previously revoked
(as described immediately below), will be voted in accordance with the
instructions indicated thereon. Where a properly signed proxy is returned and
no instructions are given, proxies will be voted as follows:
--Proxies received from all holders of Common Stock will be voted FOR the
amendment to the Company's Amended and Restated Certificate of
Incorporation to provide holders of Class A Common Stock the right to
convert such Class A Common Stock into Class D Non-Voting Common Stock
(holders of Class C Common Stock and Class D Non-Voting Common Stock are
not eligible to vote on any other proposal presented at the Meeting).
--Proxies received from the holders of Class A Common Stock will also be
voted FOR all of the nominees for Class A Director (for which holders of
Class B Common Stock are not eligible to vote).
--Proxies received from holders of Class A Common Stock and Class B Common
stock will be voted FOR:
--All of the other nominees for Director;
--The amendment to the Company's Amended and Restated Bylaws to permit
election of up to eleven, but not fewer than five, members of the Board
of Directors;
--Approval of the 1999 Stock Option Plan;
--Ratification of Arthur Andersen, LLP as independent public accountants
for the Company for the 2000 fiscal year; and
--At the discretion of the proxies on any other matter that may be
properly brought before the Meeting.
No matters other than those referred to above are presently scheduled to be
considered at the Meeting. A broker who holds a Stockholder's shares in Street
Name will not be entitled to vote on Proposals 3, 4, and 5 without instructions
from the beneficial owner of such shares. Pursuant to the Company's Amended and
Restated Bylaws, any question presented to a meeting of the Stockholders must
be approved (with certain exceptions) by the vote of a majority of the votes
eligible to be cast by the Stockholders at the Meeting, and, as a result,
abstentions will have the same effect as a vote against such proposal, whereas
broker non-votes will have no effect on the voting.
Abstentions may be specified on each proposal. Abstentions will be counted
as present for purposes of the item on which the abstention is noted and, thus,
have the effect of a vote against the proposal. Votes may be cast in favor of
or in opposition to each proposal or, in the case of the election of Directors,
votes may be cast in favor of the election of each nominee or withheld. Except
with respect to proposals requiring the affirmative
2
<PAGE>
vote of a majority of votes entitled to be cast (Proposals 3 and 4), as to
which broker non-votes have the effect of a vote against the proposal, shares
represented by a proxy as to which there is a broker non-vote will not be
counted toward the calculation of a majority of votes and thus will have no
effect on the outcome of the voting. (A broker non-vote occurs when a nominee
who holds shares for a beneficial owner does not vote on a proposal because the
nominee does not have discretionary voting power and has not received voting
instructions from the beneficial owner.)
A Stockholder giving a proxy may revoke such proxy at any time before the
proxy is voted. A proxy may be revoked by filing with Linda J. Eckard,
Assistant Secretary of the Company at 5900 Princess Garden Parkway, 8th Floor,
Lanham, Maryland 20706 either (i) a written notice of revocation, including by
telegram or facsimile, bearing a date later than the date of such proxy or (ii)
a later-dated proxy relating to the same shares. A Stockholder who gives a
proxy may also revoke such proxy by attending the Meeting and voting in person
(although mere attendance at the Meeting will not, in and of itself, constitute
a revocation of a proxy).
COSTS OF SOLICITATION
Proxies are being solicited by and on behalf of the Company, and the Company
will pay the costs of soliciting proxies. The Company will solicit proxies by
mail, and the directors, officers and employees of the Company may also solicit
proxies by telephone, facsimile, telegram or in person. Those persons will
receive no additional compensation for these services but will be reimbursed
for reasonable out-of-pocket expenses. The Company will bear the costs of
preparing and mailing the proxy materials to such persons as brokerage houses
and other custodians, nominees and fiduciaries, for their forwarding of the
proxy materials to the beneficial owners. Upon request, the Company will also
reimburse such brokerage houses, custodians, nominees and fiduciaries for their
reasonable expenses in sending the proxy materials to the beneficial owners.
SHARES ENTITLED TO VOTE
Only Stockholders of record of Common Stock at the close of business on
August 9, 2000 (the "Record Date") will be entitled to notice of and to vote at
the Meeting. As of the Record Date, there were 22,788,933 shares of Class A
Common stock and 2,867,463 shares of Class B Common Stock issued, outstanding
and eligible to vote. Each share of Class A Common Stock is entitled to one
non-cumulative vote, and each share of Class B Common Stock is entitled to ten
non-cumulative votes. As of the Record Date, there were also 3,132,458 shares
of Class C Common Stock and 56,689,176 shares of Class D Non-Voting Common
Stock issued and outstanding, whose vote will be counted only with respect to
the proposed amendment to the Company's Amended and Restated Certificate of
Incorporation to permit holders of Class A Common Stock to convert such Class A
Common Stock into Class D Non-Voting Common Stock.
QUORUM
A quorum of Stockholders is necessary to take action at the Meeting. Each
share of Class A Common Stock entitles the holder thereof to one vote. Each
share of Class B Common Stock entitles the holder thereof to ten votes.
Accordingly a total of 51,463,563 votes may be cast at the Meeting. The holders
of shares of Common Stock representing a majority of all votes entitled to be
cast at the Meeting (25,731,782 votes), whether present in person or
represented by proxy at the Meeting, shall constitute a quorum. In addition to
the foregoing, the holders of a majority of the Class C Common Stock (1,566,230
shares) and a majority of the Class D Non-Voting Common Stock (28,344,589
shares) must be present in person or by proxy at the Meeting in order for a
quorum to be present for purposes of considering the proposed amendment to the
Company's Amended and Restated Certificate of Incorporation to permit holders
of Class A Common Stock to convert such Class A Common Stock into Class D Non-
Voting Common Stock. The inspectors of election appointed for the Meeting will
determine whether a quorum is present. Abstentions and instructions to withhold
voting
3
<PAGE>
authority, but not broker non-votes, are counted as present for purposes of
determining whether there is a quorum. In the event that a quorum is not
obtained at the Meeting, we expect that the Meeting will be adjourned or
postponed to solicit additional proxies.
If a quorum is not present, the holders of the shares present in person or
represented by proxy at the Meeting and entitled to vote thereat shall have the
power, by the affirmative vote of the holders of a majority of such shares, to
adjourn the Meeting to another time or place. Unless the adjournment is for
more than thirty days or unless a new record date is set for the adjourned
meeting, no notice of the adjourned meeting need be given to any Stockholder,
provided that the time and place of the adjourned meeting is announced at the
Meeting at which the adjournment was taken. At the adjourned meeting, the
Company may transact any business which might have been transacted at the
original Meeting.
VOTE REQUIRED
A quorum being present at the Meeting, (a) the affirmative vote of a
majority of the votes cast by the holders of Class A Common Stock will be
necessary for the approval and adoption of the proposal to elect Brian W.
McNeill and Terry L. Jones as Class A Directors, and (b) the affirmative vote
of a majority of the votes cast by all holders of Class A Common Stock and
Class B Common Stock will be necessary for the approval and adoption of the
proposals for (i) for the election of the remaining director nominees, (ii) the
ratification of the 1999 Stock Option Plan and (iii) the ratification of the
appointment of the independent public accountants. In addition to the foregoing
requirements, (i) the proposal to permit holders of Class A Common Stock to
convert such Class A Common Stock into Class D Non-Voting Common Stock must be
approved by a majority vote of the holders of each class of Common Stock,
including the Class C Common Stock and the Class D Non-Voting Common Stock, and
(ii) the proposal to amend the Company's Amended and Restated By-laws to permit
the election of up to eleven, but not fewer than five, directors must be
approved by a majority vote of the holders of the Class A Common Stock and
Class B Common Stock. Abstentions will be counted as votes against each
proposal. Votes cast by proxy or in person at the Meeting will be tabulated by
the inspectors of election appointed for the Meeting.
VOTING SHARES COMMITTED
The Company has been advised by various members of management and the Board
of Directors who, in the aggregate, hold or otherwise have voting power with
respect to 1,906,064 shares of Class A Common Stock and 2,861,843 shares of
Class B Common Stock (representing approximately 59.9% of the votes possible)
that they intend to vote such shares in favor of each of the proposals to be
presented for consideration and approval at the Meeting. In addition, the
Company has been advised by various members of management and the Board who, in
the aggregate, hold or otherwise have voting power with respect to 3,121,048
shares of Class C Common Stock (representing approximately 99.6% of the
outstanding shares of the Class C Common Stock) and 15,787,233 shares of Class
D Non-Voting Common Stock (representing approximately 27.8% of the Class D Non-
Voting Common Stock) that they intend to vote such shares in favor of the
proposed amendment to the Company's Amended and Restated Certificate of
Incorporation to permit holders of Class A Common Stock to convert such Class A
Common Stock into Class D Non-Voting Common Stock.
4
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of June 30, 2000 by: (1) each person (or group
of affiliated persons) known by us to be the beneficial owner of more than five
percent of any class of Common Stock; (2) each of our top five most highly
compensated executive officers; (3) each of our directors; and (4) all of our
directors and officers as a group. The number of shares of each class of Common
Stock excludes the shares of any other class of Common Stock issuable upon
conversion of that class of Common Stock. Unless otherwise indicated in the
footnotes below, each Stockholder possesses sole voting and investment power
with respect to the shares listed. Information with respect to the beneficial
ownership of shares has been provided by the Stockholders.
<TABLE>
<CAPTION>
Common Stock
------------------------------------------------------------------------
Class A Class B Class C Class D
----------------- ----------------- ----------------- ------------------ Percent
Percent Percent Percent Percent Percent of Total
Number of of Number of of Number of of Number of of of Total Voting
Shares Class Shares Class Shares Class Shares Class Economic Power
--------- ------- --------- ------- --------- ------- ---------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Catherine L. 1,000 0.004% 851,536 29.7% 3,121,048 99.6% 7,947,168 14.0% 14.0% 16.5%
Hughes(2)(3)...........
c/o Radio One
5900 Princess Garden
Parkway, 8th Floor
Lanham, Maryland 20706
Alfred C. Liggins, 38,036 0.2 2,010,307 70.1 3,121,048 99.6 10,338,782 18.2 18.2 39.1
III(2)(4)..............
c/o Radio One
5900 Princess Garden
Parkway, 8th Floor Lan-
ham, Maryland 20706
Scott R. Royster(5)..... 53,124 0.2 -- -- -- -- 106,249 0.2 0.2 0.1
c/o Radio One
5900 Princess Garden
Parkway, 8th Floor
Lanham, Maryland 20706
Linda J. Eckard(6)...... 15,567 0.2 -- -- -- -- 31,135 0.1 0.1 0.2
c/o Radio One
5900 Princess Garden
Parkway, 8th Floor
Lanham, Maryland 20706
Mary Catherine Sneed.... 230,922 1.0 -- -- -- -- 461,844 0.8 0.8 0.4
c/o Radio One
5900 Princess Garden
Parkway, 8th Floor
Lanham, Maryland 20706
Terry L. Jones(7)....... 1,077,318 4.8 -- -- -- -- 2,154,636 3.8 3.8 2.1
c/o Syncom Capital Cor-
poration
8401 Colesville Road,
Suite 300
Silver Spring, MD 20910
Brian W. McNeill(8)..... 492,258 2.2 -- -- -- -- 984,516 1.7 1.7 1.0
c/o Burr, Egan, Deleage
& Co.
One Post Office Square
Boston, MA 02109
Larry D. Marcus......... 2,500 * -- -- -- -- 5,000 * *
248 Gay Avenue
Clayton, MO 63105
FMR Corp................ 1,122,870 5.0 -- -- -- -- 2,245,740 4.0 4.0 2.2
82 Devonshire Street
Boston, MA 02109 .
Janus Capital Corpora- 1,774,975 8.0 -- -- -- -- 3,294,630 5.8 5.8 3.2
tion...................
100 Fillmore Street
Denver, Colorado 80206-
4923
Putnam Investments, Inc. 2,096,619 9.2 -- -- -- -- 4,193,238 7.4 7.4 4.1
.......................
One Post Office Square
Boston, MA 02109
All Directors and Named
Executives as a group
(8 persons)............ 1,910,726 8.4 2,861,843 99.8 3,121,048 99.6 15,787,233 27.8 27.7 59.3
</TABLE>
5
<PAGE>
--------
* Less than .01%
(1) The shares of Class C Common Stock and 6,242,096 shares of Class D
Common Stock are held by Hughes-Liggins Family Partners, L.P., the
limited partners of which are the Catherine L. Hughes Revocable Trust,
dated March 2, 1999 (of which Ms. Hughes is the trustee and sole
beneficiary), and the Alfred C. Liggins, III Revocable Trust, dated
March 2, 1999 (of which Mr. Liggins is the trustee and sole
beneficiary), and the general partner of which is Hughes-Liggins &
Company, L.L.C., the members of which are the Catherine L. Hughes
Revocable Trust, dated March 2, 1999, and the Alfred C. Liggins, III
Revocable trust, dated March 2, 1999.
(2) The shares of Class A Common Stock and Class B Common Stock are subject
to a voting agreement between Ms. Hughes and Mr. Liggins with respect
to the election of Radio One's directors.
(3) The shares of Class B Common Stock and 1,703,072 shares of Class D
Common Stock are held by the Catherine L. Hughes Revocable Trust, dated
March 2, 1999.
(4) The shares of Class B Common Stock and 4,020,614 shares of Class D
Common Stock are held by the Alfred C. Liggins, III Revocable Trust,
dated March 2, 1999.
(5) Includes 7,575 shares of Class A Common Stock and 15,150 shares of
Class D Common Stock obtainable upon the exercise of stock options
exercisable within 60 days of June 30, 2000.
(6) Includes 12,625 shares of Class A Common Stock and 25,250 shares of
Class D Common Stock obtainable upon the exercise of stock options
exercisable within 60 days of June 30, 2000.
(7) Includes 49,557 shares of Class A Common Stock and 99,104 shares of
Class D Common Stock held by Mr. Jones, 300 shares of Class A Common
Stock and 600 shares of Class D Common Stock held by each of Mr. Jones'
three daughters, and 1,026,861 shares of Class A Common Stock and
2,053,722 shares of Class D Common Stock held by Syncom Capital
Corporation. Mr. Jones is the President of Syncom Capital Corporation
and may be deemed to share beneficial ownership of shares of Class A
Common Stock held by Syncom Capital Corporation by virtue of his
affiliation with Syncom Capital Corporation. Mr. Jones disclaims
beneficial ownership in such shares.
(8) Includes 14,217 shares of Class A Common Stock and 28,434 shares of
Class D Common Stock held by Mr. McNeill and 478,041 shares of Class A
Common Stock and 956,082 shares of Class D Common Stock held by Alta
Subordinated Debt Partners III, L.P. Mr. McNeill is a general partner
of Alta Subordinated Debt Partners III, L.P. and Mr. McNeill may be
deemed to share beneficial ownership of shares of Class A Common Stock
and Class D Common Stock held by Alta Subordinated Debt Partners III,
L.P. by virtue of his affiliation with Alta Subordinated Debt Partners
III, L.P. Mr. McNeill disclaims any beneficial ownership of such
shares.
6
<PAGE>
NO APPRAISAL RIGHTS
Under the General Corporation Law of the State of Delaware, Stockholders of
the Company do not have appraisal rights in connection with the proposals upon
which a vote is scheduled to be taken at the Meeting.
PROPOSAL 1--ELECTION OF CLASS A DIRECTORS
The Board of Directors consists of five (5) members who are elected annually
to serve until the next annual meeting of stockholders, or until their
respective successors have been elected and qualified. At the Meeting, the
holders of Class A Common Stock, voting separately as a class, will elect two
Class A Directors to serve until the 2001 annual meeting and until their
successors are duly elected and qualified. The two nominees are Brian W.
McNeill and Terry L. Jones. Each of them is an incumbent director. These
nominees have consented to serve if elected, but should any nominee be
unavailable to serve, your proxy will vote for the substitute nominee
recommended by the Board of Directors. The two nominees must receive the
affirmative vote of a majority of the votes cast by the holders of the Class A
Common Stock to be elected. There is no cumulative voting for the Board of
Directors.
The tables below contain certain biographical information about the nominees
for Class A Director as well as our other directors and executive officers.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT EACH HOLDER OF CLASS A
COMMON STOCK VOTE "FOR" THE ELECTION OF EACH OF THE PERSONS NOMINATED FOR CLASS
A DIRECTOR IN PROPOSAL 1.
Nominees For Class A Director
Brian R. McNeill
Director since 1995
Age: 44.................... Mr. McNeill has been a director of Radio One
since 1995. Since 1986, Mr. McNeill has been a
General Partner of Burr, Egan, Deleage & Co., a
major private equity firm which specializes in
investments in the communications and technology
industries. He has served as a director in many
private radio and television broadcasting
companies such as Tichenor Media Systems,
OmniAmerica Group, Panache Broadcasting and
Shockley Communications. From 1979 to 1986, he
worked at the Bank of Boston where he started and
managed that institution's broadcast lending
group. Mr. McNeill is a graduate of Holy Cross
College and earned an M.B.A. from the Amos Tuck
School at Dartmouth College. He currently serves
as a director of Acme Communications, Inc., a
public company with ownership interests in nine
television stations.
Terry L. Jones
Director since 1995
Age: 53.................... Mr. Jones has been a director of Radio One since
1995. Since 1990, Mr. Jones has been President of
Syndicated Communications, Inc., a communications
venture capital investment company, and its
wholly owned subsidiary, Syncom Capital
Corporation. He joined Syndicated Communications,
Inc. in 1978 as a Vice President. Mr. Jones
serves in various capacities, including director,
president, general partner and vice president,
for various other entities affiliated with
Syndicated
7
<PAGE>
Communications, Inc. He also serves on the board
of directors of the National Association of
Investment Companies, Delta Capital Corporation,
Sun Delta Capital Access Center, Cyber Digital
Inc. and the Southern African Enterprise
Development Fund. Mr. Jones earned his B.S.
degree from Trinity College, his M.S. from George
Washington University and his M.B.A. from Harvard
Business School.
PROPOSAL 2--ELECTION OF OTHER DIRECTORS
The remaining three directors will be elected by the holders of the Class A
Common Stock and Class B Common Stock voting together at the Meeting, to serve
until the 2001 annual meeting and until their successors are duly elected and
qualified. The three nominees are Catherine L. Hughes, Alfred C. Liggins, III
and Larry D. Marcus. Each of them is an incumbent director. These nominees have
consented to serve if elected, but should any nominee be unavailable to serve,
your proxy will vote for the substitute nominee recommended by the Board of
Directors. The three persons nominated for director must receive the
affirmative vote of a majority of the votes cast by all Stockholders entitled
to vote to be elected.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT EACH HOLDER OF CLASS A
COMMON STOCK AND CLASS B COMMON STOCK VOTE "FOR"
THE ELECTION OF EACH OF THE PERSONS NOMINATED FOR DIRECTOR
IN PROPOSAL 2.
Nominees For Other Directors
Catherine L. Hughes
Chairperson of the Board
and Secretary Director
since 1980
Age: 53.................... Ms. Hughes has been Chairperson of the Board of
Directors and Secretary of Radio One since 1980,
and was Chief Executive Officer of Radio One from
1980 to 1997. She was one of the founders of
Radio One's predecessor company in 1980. Since
1980, Ms. Hughes has worked in various capacities
for Radio One including President, General
Manager, General Sales Manager and talk show
host. She began her career in radio as General
Sales Manager of WHUR-FM, the Howard University-
owned, urban-contemporary radio station.
Ms. Hughes is also the mother of Mr. Liggins,
Radio One's Chief Executive Officer, President,
Treasurer and director.
Alfred C. Liggins,
III Chief Executive
Officer, President and
Treasurer Director since
1989
Age: 35.................... Mr. Liggins has been Chief Executive Officer
since 1997, and President, Treasurer and a
director of Radio One since 1989. Mr. Liggins
joined Radio One in 1985 as an Account Manager at
WOL-AM. In 1987, he was promoted to General Sales
Manager and promoted again in 1988 to General
Manager overseeing Radio One's Washington, D.C.
operations. After becoming President, Mr. Liggins
engineered Radio One's expansion into other
markets. Mr. Liggins is a graduate of the Wharton
School of Business/Executive M.B.A. Program. Mr.
Liggins is the son of Ms. Hughes, Radio One's
Chairperson and Secretary.
8
<PAGE>
Larry D. Marcus
Director since 1999
Age: 55.................... Mr. Marcus became a director of Radio One in
April 1999. Mr. Marcus is currently President of
Peak Media L.L.C., which is the sole management
member of Peak Media Holdings L.L.C., the owner
of a television station in Johnstown,
Pennsylvania, and the operator under a time
brokerage agreement of a television station in
Altoona, Pennsylvania. In 1989, Mr. Marcus became
the Chief Financial Officer of River City
Broadcasting, L.P., licensee of ten television
stations and thirty-four radio stations located
in medium to large markets. River City
Broadcasting was sold to Sinclair Broadcasting in
1996. Mr. Marcus is also a director of Citation
Computer Systems, Inc., a publicly traded NASDAQ
company. Mr. Marcus is a graduate of City College
of New York.
Executive Officers
In the table below we set forth certain information on those persons
currently serving as our executive officers. Biographical information on
Catherine L. Hughes, Chairperson of the Board and Secretary, and Alfred C.
Liggins, III, Chief Executive Officer, President and Treasurer, is included
above in the section "Nominees for Other Directors."
Scott R. Royster
Executive Vice President
and Chief Financial
Officer
Age: 36.................... Mr. Royster has been Executive Vice President of
Radio One since 1997 and Chief Financial Officer
of Radio One since 1996. Prior to joining Radio
One, he served as an independent consultant to
Radio One. From 1995 to 1996, Mr. Royster was a
principal at TSG Capital Group, LLC, a private
equity investment firm located in Stamford,
Connecticut, which has been an investor in Radio
One since 1987. Mr. Royster has also served as an
associate and later a principal at Capital
Resource Partners from 1992 to 1995, a private
capital investment firm in Boston, Massachusetts.
Mr. Royster is a graduate of Duke University and
Harvard Business School.
Mary Catherine Sneed
Chief Operating Officer
Age: 49.................... Ms. Sneed has been Radio One's Chief Operating
Officer since January 1998. Prior to joining
Radio One, she held various positions with Summit
Broadcasting including Executive Vice President
of the Radio Division, and Vice President of
Operations from 1992 to 1995. Ms. Sneed is a
graduate of Auburn University.
Linda J. Eckard
Assistant Secretary and
General Counsel
Age: 43.................... Ms. Eckard has been General Counsel of Radio One
since January 1998 and Assistant Secretary of
Radio One since April 1999. Prior to joining
Radio One as General Counsel, Ms. Eckard
represented Radio One as outside counsel from
July 1995 until assuming her current position.
Ms. Eckard was a partner in the Washington, D.C.
office of Davis Wright Tremaine LLP, from August
1997 to December 1997.
9
<PAGE>
Her practice focused on transactions and FCC
regulatory matters. Prior to joining Davis Wright
Tremaine LLP, Ms. Eckard was a shareholder of
Roberts & Eckard, P.C., a firm that she co-
founded in April 1992. Ms. Eckard is a graduate
of Gettysburg College, the National Law Center at
George Washington University and the University
of Glasgow. Ms. Eckard is admitted to the
District of Columbia Bar and the Bar of the
United States Supreme Court.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Radio One's
directors and executive officers and persons who beneficially own more than ten
percent of our common stock to file with the Securities and Exchange Commission
reports showing ownership of and changes in ownership of our Common Stock and
other equity securities. On the basis of reports and representations submitted
by Radio One's directors, executive officers, and greater than ten percent
owners, we believe that all required Section 16(a) filings for fiscal 1999 were
timely made, except that the initial report on Form 3 for Mr. Marcus was
inadvertently filed approximately one month after its due date.
IMPORTANT INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES
THEREOF
The Board of Directors has an Audit Committee and a Compensation Committee.
The functions of the Audit Committee include (i) selecting independent auditors
for the Company, (ii) reviewing and arranging the scope of audits of the
Company's financial statements and reviewing with the independent auditors and
management of the Company the results thereof, including evaluation of the
internal accounting controls, and (iii) reviewing and approving the Company's
accounting principles and methods of their application. The members of the
Audit Committee are Messrs. Jones and McNeill. The Audit Committee held one
meeting during the last fiscal year.
The members of the Compensation Committee are Messrs. Jones and McNeill. The
functions of the Compensation Committee are to (i) approve policies, plans and
performance criteria concerning the salaries, bonuses and other compensation of
the executive officers of the Company, (ii) review and approve the salaries,
bonuses and other compensation of the executive officers of the Company, (iii)
review the compensation programs for other key employees, including salary and
cash bonus amounts, (iv) establish and review policies regarding executive
officer perquisites, (v) engage experts on compensation matters, if and when
the members of the Compensation Committee deem it proper or advisable to do so,
and (vi) perform such other duties as shall from time to time be delegated by
the Board. The Compensation Committee held one meeting during the last fiscal
year.
The Board of Directors held a total of nine meetings during the last fiscal
year. Each incumbent director who was a director of the Company during the
fiscal year ended December 31, 1999, attended more than 75% of the aggregate
number of meetings of the Board and the committees of which they were members
that were held during the period such director was a member of the Board of
Directors.
10
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Compensation of Directors
Our non-officer directors are reimbursed for all out-of-pocket expenses
related to meetings attended. In addition, Mr. Marcus receives an annual
stipend of $24,000. Our other non-officer directors receive no additional
compensation for their services as directors. Our officers who serve as
directors do not receive compensation for their services as directors other
than the compensation they receive as officers of Radio One.
Compensation of Executive Officers
The following information relates to compensation of our Chief Executive
Officer and each of our most highly compensated executive officers (the "Named
Executives") for the fiscal years ended December 31, 1999, 1998 and 1997 (as
applicable):
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation Awards
-----------------------
Restricted Securities
Name and Principal Stock Underlying All Other
Positions Year Salary Bonus Awards Options Compensation(2)
------------------ ---- -------- -------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Catherine L. Hughes...... 1999 $250,000 $150,000 $ -- -- $6,167
Chairperson of the Board 1998 225,000 100,000 -- -- 3,232
of Directors and 1997 193,269 50,000 -- -- 3,050
Secretary
Alfred C. Liggins, III... 1999 300,000 250,000 -- -- 6,230
Chief Executive Officer, 1998 225,000 100,000 -- -- 3,567
President, Treasurer and 1997 193,269 50,000 -- -- 3,125
Director
Scott R. Royster......... 1999 200,000 175,000 225,000(1) 18,646 7,739
Executive Vice President 1998 165,000 50,000 -- -- --
and Chief Financial Of- 1997 148,077 25,000 -- -- --
ficer
Mary Catherine Sneed..... 1999 220,000 50,000 -- -- --
Chief Operating Officer 1998 200,000 50,000 -- -- --
Linda J. Eckard.......... 1999 175,000 90,000 -- 31,077 --
General Counsel 1998 150,000 25,000 -- -- --
</TABLE>
--------
(1) Represents 51,194 shares of Class C Common Stock with a value as of
December 31, 1999 (based on the last reported sale price for Class A Common
Stock on the Nasdaq National Market on such date of $92) of $4,709,848.
Twenty-five percent of the stock vested on the date of grant; the remaining
stock will vest in equal increments every month beginning February 28, 1999
and ending December 31, 2001.
(2) Represents personal use of vehicle and other taxable fringe benefits.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual
Rates of Stock
Number of % of Total Options Price Appreciation
Securities Granted to for Option Term
Underlying Employees in Exercise Expiration -------------------
Name Options Granted Fiscal Year Price Date 5% 10%
---- --------------- ------------------ -------- ----------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Scott R. Royster........ 18,646 9.0% $24.00 May 5, 2009 $ 281,43 $ 713,206
Linda J. Eckard......... 31,077 15.0 24.00 May 5, 2009 469,060 1,188,690
</TABLE>
11
<PAGE>
Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal Year- In-the-Money Options
End at Fiscal Year-End
------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Scott R. Royster............ 4,662 13,984 $317,016 $ 950,912
Linda J. Eckard............. 7,289 23,788 495,652 1,617,584
</TABLE>
Employment Agreements
Ms. Catherine L. Hughes Employment Agreement. We anticipate entering into an
employment agreement with Ms. Hughes pursuant to which Ms. Hughes will continue
to serve as Radio One's Chairperson of the board of directors. Ms. Hughes
receives an annual base salary of $250,000 effective January 1, 1999, subject
to an annual increase of not less than 5%, and an annual cash bonus at the
discretion of the Board of Directors. We could incur severance obligations
under the expected terms of the employment agreement in the event that Ms.
Hughes's employment is terminated.
Mr. Alfred C. Liggins, III Employment Agreement. We anticipate entering into
an employment agreement with Mr. Liggins pursuant to which Mr. Liggins will
continue to serve as Radio One's Chief Executive Officer and President. Mr.
Liggins receives an annual base salary of $300,000 effective January 1, 1999,
subject to an annual increase of not less than 5%, and an annual cash bonus at
the discretion of the Board of Directors. Radio One could incur severance
obligations under the expected terms of the employment agreement in the event
that Mr. Liggins' employment is terminated.
Mr. Scott R. Royster Employment Agreement. We are party to a three-year
employment agreement with Mr. Royster pursuant to which Mr. Royster serves as
our Chief Financial Officer and Executive Vice President. Mr. Royster receives
an annual base salary of $300,000 effective January 1, 2000, subject, under the
terms of the employment agreement, to an annual increase of not less than 5%
and an annual cash bonus at the discretion of the Board of Directors. We could
incur severance obligations under the terms of the employment agreement in the
event that Mr. Royster's employment is terminated.
Ms. Linda J. Eckard Employment Agreement. We are party to an employment
agreement with Ms. Eckard pursuant to which Ms. Eckard serves as our General
Counsel. Under the terms of the employment agreement, Ms. Eckard receives an
annual base salary of $200,000 effective January 1, 2000, subject to an annual
increase of not less than 5% and an annual cash bonus at the discretion of the
Board of Directors. We could incur severance obligations under the terms of the
employment agreement in the event that Ms. Eckard's employment is terminated.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Radio One has formed a Compensation Committee of the Board of Directors, and
all of the directors serving on such Compensation Committee are directors who
are not employees of Radio One. The Compensation Committee is comprised of
Messrs. Terry L. Jones and Brian W. McNeill. No member of our Compensation
Committee has a relationship that would constitute an interlocking relationship
with executive officers or directors of another entity. See "Certain
Relationships and Related Transactions."
12
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD
ON EXECUTIVE COMPENSATION
The Compensation Committee reviews the performance of the executive officers
of the Company, reviews and approves the compensation of the executive officers
of the Company, and reviews the compensation programs for other key employees,
including salary and cash bonus amounts. The Compensation Committee currently
consists of two outside directors, Messrs. Terry L. Jones and Brian W. McNeill.
Compensation Policies and Philosophy
The financial success of the Company is linked to the ability of its
executive officers and managers to direct the Company's current operations, to
assess the advantages of potential acquisitions, and realign the operations of
the acquired entities with the operating policies of the Company. A major
objective of the Company's compensation strategy is to attract and retain top-
quality executive officers and managers. Another objective of the Company's
compensation strategy is to reward executive officers and managers based on the
financial performance of operations under their control. Financial incentives
are used to motivate those responsible to achieve the Company's financial goals
and to align the interests of the Company's managers with the interests of the
Company's stockholders.
In order to achieve the foregoing objectives, the Company uses a combination
of base salary, cash bonuses, and stock options.
In establishing the compensation levels for the Company's executive
officers, the Compensation Committee considers a number of factors, including
the level and types of compensation paid to executive officers in similar
positions by comparable companies. In addition, the Compensation Committee
evaluates the Company's performance by looking at factors such as performance
relative to competitors, performance relative to business conditions and the
success of the Company in meeting its financial objectives.
Components of Compensation
Executive officer base salaries are established in relation to salaries for
individuals in comparable positions paid by other companies in the radio
broadcast industry.
Executive officer cash bonuses are used to provide executive officers with
financial incentives to meet annual performance targets. The performance
targets are based on the Company's budgeted goals pursuant to a detailed annual
operating plan. Bonus recommendations for executive officers other than the
Chief Executive Officer ("CEO") are proposed by the CEO, reviewed and, when
appropriate, revised and approved by the Compensation Committee. The
Compensation Committee also establishes the bonus level for the CEO.
The Compensation Committee believes that equity ownership by the executive
officers, managers, and other employees of the Company provides incentive to
build stockholder value and aligns the interests of these employees with the
interests of stockholders. Upon hiring executive officers, managers, and
certain other key employees, the Board of Directors typically approves stock
option grants under the 1999 Stock Option Plan, subject to applicable vesting
periods. Thereafter, the Board of Directors considers awarding additional
grants, usually on an annual basis, under the 1999 Stock Option Plan. The Board
of Directors believes these additional annual grants will provide incentives
for executive officers, managers, and key employees to remain with the Company.
Options are granted at the current market price of the Company's Common Stock
and, consequently, have value only if the price of the Company's Common Stock
increases over the exercise price. The size of the initial and periodic grants
to employees other than the CEO and the executive officers are proposed by the
CEO, reviewed and, when appropriate, revised and approved by the Board of
Directors. The Board of Directors establishes the size of the initial and
periodic grants to the CEO and the executive officers.
13
<PAGE>
Compensation of the CEO
Effective January 1, 1999, Mr. Liggins receives an annual base salary of
$300,000, with annual bonuses based on the performance of the Company. The
Compensation Committee has established this base compensation at a level
appropriate for the duties and scope of responsibilities of the position, and
this level is intended to be competitive with comparable broadcasting
companies. The Compensation Committee reviews the performance of the CEO of the
Company, as well as other executive officers of the Company annually.
Respectfully submitted,
Compensation Committee
Terry L. Jones
Brian W. McNeill
14
<PAGE>
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
The graph below compares the cumulative total return on the Company's Class
A Common Stock, The Nasdaq Stock Market (U.S.) Index and a peer group of radio
broadcasting companies (AMFM Inc., Clear Channel Communications, Inc., Citadel
Communications Corporation, Cox Radio, Inc., Cumulus Media, Inc., Emmis
Communications Corp., Entercom Communications Corp., Hispanic Broadcasting
Corporation, Infinity Broadcasting Corp., Saga Communications Inc.) for the
period commencing on May 6, 1999, the first day of trading of our Class A
Common Stock, and ending on December 31, 1999. The data set forth below assumes
the value of an investment in the Company's Class A Common Stock and each Index
was $100 on May 6, 1999.
COMPARISON OF EIGHT-MONTH CUMULATIVE TOTAL RETURN
AMONG RADIO ONE, INC. THE NASDAQ STOCK MARKET (U.S.) INDEX,
AND THE PEER GROUP INDEX
<TABLE>
<CAPTION>
May 99 JUN 99 JUL 99 AUG 99 SEP 99 OCT 99 NOV 99 DEC 99
------ ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Radio One, Inc.......... 100.00 134.296 128.339 120.397 119.856 144.043 182.491 265.704
The Nasdaq Stock Market
(U.S.) Index........... 100.00 108.650 106.723 110.803 111.078 119.988 134.943 164.598
Peer Group.............. 100.00 103.768 101.248 100.536 113.755 124.591 127.788 141.444
</TABLE>
15
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mableton Option
Mr. Liggins, the Chief Executive Officer and President of Radio One, has a
right, which he obtained in 1995, (the "Mableton Option") to acquire an
interest in a construction permit for an FM radio station licensed to Mableton,
Georgia (the "Mableton Station") which is in the Atlanta Metropolitan
Statistical Area. Mr. Liggins and Syndicated Communications Venture Partners
II, L.P. have reached an agreement to provide initial funding to satisfy the
requirements of the Mableton Option. Syndicated Communications Venture Partners
II, L.P. has provided this funding, a portion of which will be reimbursed to it
by Mr. Liggins. Terry L. Jones, a general partner of the general partner of
Syndicated Communications Venture Partners II, L.P., is also a member of Radio
One's board of directors. Mr. Liggins has also proposed that Radio One, most
likely through Radio One of Atlanta, Inc., enter into a Local Marketing
Agreement with respect to the Mableton Station, or otherwise participate in the
operations and financing of the Mableton Station. Any such arrangement will be
on terms at least as favorable to Radio One as any such transaction with an
unaffiliated third party.
Office Lease
We lease office space located at 100 St. Paul Street, Baltimore, Maryland
from Chalrep Limited Partnership, a limited partnership controlled by Ms.
Hughes and Mr. Liggins. The annual rent for the office space during 1999 was
approximately $161,000 and is expected to increase.
Music One, Inc.
Ms. Hughes and Mr. Liggins own a music company called Music One, Inc. We
sometimes engage in promoting the recorded music product of Music One, Inc. We
estimate that the dollar value of such promotion is nominal.
Allur-Detroit
Allur-Detroit leases the transmitter site for WDMK-FM from American
Signalling Corporation for approximately $72,000 per year. American Signalling
Corporation is a wholly-owned subsidiary of Syndicated Communications Venture
Partners II, L.P. Terry L. Jones, a general partner of the general partner of
Syndicated Communications Venture Partners II, L.P., is also a member of Radio
One's board of directors. We believe that the terms of this lease are not
materially different than if the agreement were with an unaffiliated third
party.
XM Satellite, Inc.
Radio One and XM Satellite Radio, Inc. have entered into a Programming
Partner Agreement whereby we will provide programming to XM Satellite Radio,
Inc. for distribution over satellite-delivered channels. At the time we entered
into this agreement, Worldspace, Inc. held 20% of the stock of XM Satellite
Radio, Inc. Syndicated Communications Venture Partners II, L.P. owns
approximately 1.25% of the stock of Worldspace, Inc. Terry L. Jones, a director
of Radio One, is also a director of Worldspace, Inc.
Radio One of Atlanta, Inc.
On March 30, 1999, we acquired all of the outstanding capital stock of Radio
One of Atlanta, Inc. Stockholders of Radio One of Atlanta, Inc. included Alta
Subordinated Debt Partners III, L.P., Syndicated Communications Venture
Partners II, L.P., and Alfred C. Liggins, III. Brian W. McNeill, a general
partner of Alta Subordinated Debt Partners III, L.P., is also a member of Radio
One's board of directors. Terry L. Jones, a general partner of the general
partner of Syndicated Communications Venture Partners II, L.P., is also a
member of Radio One's Board of Directors.
16
<PAGE>
Radio One issued approximately 3.3 million shares of common stock in
exchange for the outstanding capital stock of Radio One of Atlanta, Inc. Alta
Subordinated Debt Partners III, L.P., Syndicated Communications Venture
Partners II, L.P. and Mr. Liggins received a majority of such shares in
exchange for their shares in Radio One of Atlanta, Inc. In connection with this
transaction, Mr. Liggins was paid a fee of approximately $1.2 million for
arranging the acquisition. Also, as part of this transaction, Radio One assumed
and retired debt and accrued interest of approximately $16.3 million of Radio
One of Atlanta, Inc. and Dogwood. Of this amount, approximately $12.0 million
was paid to Allied Capital Corporation, approximately $1.3 million was paid to
Syndicated Communications Venture Partners II, L.P., and approximately $2.0
million was paid to Alta Subordinated Debt Partners III, L.P.
The Board of Directors authorized the formation of an ad-hoc committee to
oversee the valuation of Radio One of Atlanta, Inc. The ad-hoc committee
members were Catherine L. Hughes of Radio One, Sanford Anstey of BancBoston
Investments, Inc. and Dean Pickerell of Medallion Capital, Inc. (formerly
Capital Dimensions Venture Fund, Inc.). The committee was comprised of members
of the Board of Directors of, and investors in, Radio One that did not have an
interest in Radio One of Atlanta, Inc.
The ad-hoc committee recommended approval of the acquisition of Radio One of
Atlanta, Inc. based upon its determination that the acquisition was fair to
Radio One and its Stockholders.
PNE Media Holdings, LLC
We have invested approximately $1,000,000 in PNE Media Holdings, LLC. Alta
Subordinated Debt Partners III, L.P., and its affiliates own approximately
31.4% of the equity interest in PNE Media Holdings, LLC. Mr. McNeill, a general
partner of Alta Subordinated Debt Partners III, L.P., is also a member of Radio
One's Board of Directors.
NetNoir, Inc.
We also made a $750,000 loan to NetNoir, Inc., an internet portal service
provider. We provided $250,000 in cash and $500,000 of advertising in exchange
for the loan. The loan has been converted into preferred stock. Subsequent to
year-end, in March 2000, we made a commitment to invest an additional $2.5
million worth of advertising on our radio stations in exchange for an equity
investment in NetNoir, Inc. Scott Royster, our Chief Financial Officer, served
briefly as a director of NetNoir, Inc. during 2000, and it is anticipated that
a representative of Radio One may serve on the board of directors of NetNoir.
Several entities in which Mr. Jones has an interest as an officer or director
own approximately 32% of the equity of NetNoir. Mr. Jones is a director of
Radio One.
Executive Officers' Loans
We have extended an unsecured loan to Mr. Liggins in the amount of $380,000,
which bears interest at an annual rate of 5.56% and is evidenced by a demand
promissory note. As of June 30, 2000, the aggregate outstanding principal and
interest amount on this loan was $423,036. The purpose of the loan was to repay
a loan that Mr. Liggins obtained from NationsBank, Texas, N.A. in 1997 to
purchase an additional interest in Radio One.
ROA has extended an unsecured loan to Mary Catherine Sneed, Chief Operating
Officer of Radio One, in the original amount of $262,539, which bears interest
at an annual rate of 5.56% and is evidenced by two demand promissory notes. As
of June 30, 2000, the aggregate outstanding principal and interest amount on
this loan was $282,007. The purpose of this loan was to pay Ms. Sneed's tax
liability with respect to incentive stock grants of ROA stock received by Ms.
Sneed.
We have extended an unsecured loan to Mr. Royster in the amount of $87,564,
which bears interest at an annual rate of 5.56% and is evidenced by a demand
promissory note. As of June 30, 2000, the aggregate outstanding principal and
interest on this loan was $92,559. The purpose of this loan was to pay Mr.
Royster's tax liability with respect to the restricted stock grant that we made
to Mr. Royster.
17
<PAGE>
PROPOSAL 3--CONVERSION OF CLASS A COMMON STOCK
INTO CLASS D COMMON STOCK
On July 31, 2000, the Board of Directors adopted a proposed amendment to
the Company's Amended and Restated Certificate of Incorporation that, if
approved, would permit holders of shares of Class A Common Stock to convert
those shares into an equal number of shares of Class D Non-Voting Common
Stock. The Board believes that it could be beneficial for holders of shares of
Class A Common Stock to have the ability to convert such shares into shares of
Class D Non-Voting Common Stock if, for example, the "public float" of the
Class D Non-Voting Common Stock (i.e., the number of shares traded on the
Nasdaq Stock Market's National Market or other securities exchange) were to be
greater than that of the Class A Common Stock, thereby providing greater
liquidity to holders of Class D Non-Voting Common Stock. Holders of Class A
Common Stock are cautioned, however, that shares of Class D Non-Voting Common
Stock do not have voting rights and are not convertible into shares of any
other class of the Company's Common Stock.
If the proposed amendment is adopted, Section 4.3(d)(i) of the Company's
Amended and Restated Certificate of Incorporation will be amended to read as
follows:
"(i) Conversion of Class A Common. Subject to the terms and conditions
stated herein, the holder of any shares of Class A Common shall have the
right at any time, at such holder's option, to convert all or a portion of
the shares of Class A Common so held into the same number of shares of
Class C Common or Class D Common. Such right of conversion shall be
exercised (A) by giving written notice (the" Notice') to the Corporation at
least ten (10) days prior to the Conversion Date (as defined below)
specifying therein that the holder elects to convert a stated number of
shares of Class A Common into shares of Class C Common or Class D Common on
the date specified in such Notice (the "Conversion Date') and (B) by
surrendering the certificate or certificates representing at least the
number of shares of Class A Common to be converted to the Corporation at
its principal office at any time during the usual business hours on or
before the Conversion Date, duly endorsed in blank by the owner of the
certificate so surrendered, together with a statement of the name or names
(with addresses) of the Person or Persons in whose name or names the
certificate or certificates for shares issued on conversion shall be
registered. Shares of Class A Common that have been converted hereunder
shall not be canceled but shall remain as treasury shares unless retired by
resolution of the Board of Directors."
In addition, if the proposed amendment is adopted, Section 4.3(d)(v) of the
Company's Amended and Restated Certificate of Incorporation will be amended to
read as follows:
"(v) Surrender of Certificates. Subject to the other provisions of this
Section 4.3 and of ARTICLE IX of this Amended and Restated Certificate of
Incorporation, promptly after (A) the Conversion Date and (B) the surrender
of such certificate or certificates representing the share or shares of
Class A Common, Class B Common or Class C Common to be converted, the
Corporation shall issue and deliver, or cause to be issued and delivered,
to the holder requesting conversion, registered in such name or names as
such holder may direct, a certificate or certificates for the number of
shares of the class of Common Stock issuable upon the conversion of such
share or shares, together with a certificate or certificates evidencing any
balance of the shares of the class surrendered to the Corporation but not
then being converted. To the extent permitted by law, such conversion shall
be deemed to have been effected as of the close of business on the later of
the Conversion Date or the date upon which the Corporation shall have
received the certificate or certificates representing the shares to be
converted, and at such time the rights of the holder of such share or
shares as such holder shall cease, and the person or persons in whose name
or names any certificate or certificates for shares shall be issuable upon
such conversion shall be deemed to have become the holder or holders of
record of such shares of Class A Common, Class C Common or Class D Common,
as the case may be."
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT EACH HOLDER OF COMMON STOCK
VOTE "FOR" THE PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION.
18
<PAGE>
PROPOSAL 4--AMENDMENT OF THE AMENDED AND RESTATED BYLAWS TO ALLOW THE ELECTION
OF UP TO ELEVEN DIRECTORS
Article III, Section 1 of the Company's Amended and Restated Bylaws
currently provides in pertinent part that "The board of directors shall be five
(5) in number.............'' However, the Certificate of Designation, Rights and
Preferences of the Company's 6 1/2% Convertible Preferred Securities
Remarketable Term Income Deferrable Equity Securities (""HIGH TIDES"), which
was filed with the Delaware Secretary of State on July 13, 2000, provides that
if dividends on the HIGH TIDES are in arrears and unpaid for six or more
dividend periods, then the Board of Directors will be increased by two members
who will be elected by the holders of the HIGH TIDES voting as a class. In
order to conform the Bylaws to the terms of the HIGH TIDES, as well as to give
the Board the flexibility to respond to Radio One's growth and to opportunities
to add qualified individuals to the Board whose skills and expertise will
benefit the Company and the conduct and operations of the Board, the Board of
Directors proposes that Article III, Section 1 of the Amended and Restated
Bylaws be amended to allow the size of the Board to be expanded to include up
to eleven members, but no fewer than five.
If the proposed amendment is adopted, Article III, Section 1 of the
Company's Amended and Restated Bylaws will be amended to read as follows:
"Section 1. Number, Election and Term of Office. The number of directors
shall be no fewer than 5 nor more than 11, as determined from time to time
by resolution of the board or as otherwise provided in the certificate of
incorporation of the corporation. The directors shall be elected by a
plurality of the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote in the election of directors. The
directors shall be elected in this manner at the annual meeting of the
stockholders, except as provided in Section 3 of this Article III. Each
director elected shall hold office until a successor is duly elected and
qualified or until his or her earlier death, resignation or removal as
hereinafter provided."
While the Board believes that the proposed amendment should be adopted for
the reasons set forth above, the Board is aware that the proposed amendment may
have potential anti-takeover effects. Allowing the size of the Board to be
considerably expanded gives the current Board the ability to add members
sympathetic to it, diluting the influence of directors hostile to current
management. The Board is not aware, however, of any effort to accumulate its
securities or to gain control of the Company at this time, and the proposal is
not being adopted in order to block any such effort.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT EACH HOLDER OF CLASS A
COMMON STOCK AND CLASS B COMMON STOCK VOTE "FOR" THE PROPOSAL TO AMEND THE
BYLAWS TO ALLOW THE ELECTION OF UP TO ELEVEN DIRECTORS.
PROPOSAL 5--RATIFICATION OF THE 1999 STOCK OPTION PLAN
At the Meeting, we will ask the Stockholders to approve the adoption of the
1999 Stock Option Plan.
On March 10, 1999, we adopted the 1999 Stock Option Plan, which is designed
to provide incentives relating to equity ownership to present and future
executive, managerial and other key employees, directors and consultants of
Radio One and our subsidiaries as may be selected in the sole discretion of the
board of directors. The 1999 Stock Option Plan was amended by the Board of
Directors on June 14, 2000. The 1999 Stock Option Plan, as so amended, is
attached to this Proxy Statement as Exhibit A. The 1999 Stock Option Plan
provides for the granting to participants of stock options and restricted stock
grants as the Compensation Committee of the Board of Directors, or such other
committee of the Board of Directors as the Board of Directors may designate
(the "Committee") deems to be consistent with the purposes of the 1999 Stock
Option Plan. An aggregate of 1,408,099 shares of Class A Common Stock and
2,816,198 shares of Class D Non-Voting Common Stock have been reserved for
issuance under the 1999 Stock Option Plan. The 1999 Stock Option Plan affords
Radio One latitude in tailoring incentive compensation for the retention of key
19
<PAGE>
personnel, to support corporate and business objectives, and to anticipate and
respond to a changing business environment and competitive compensation
practices. As of June 30, 2000, we have granted options to purchase 278,484
shares of Class A Common Stock having a weighted average exercise price of
$11.93 per share, and 544,338 shares of Class D Non-Voting Common Stock having
a weighted average exercise price of $12.13 per share.
The Committee has exclusive discretion to select the participants, to
determine the type, size and terms of each award, to modify the terms of
awards, to determine when awards will be granted and paid, and to make all
other determinations which it deems necessary or desirable in the
interpretation and administration of the 1999 Stock Option Plan. The 1999 Stock
Option Plan terminates ten years from the date that the 1999 Stock Option Plan
is approved and adopted by the Stockholders of Radio One. Generally, a
participants' rights and interest under the 1999 Stock Option Plan are not
transferable except by will or by the laws of descent and distribution.
Options, which include non-qualified stock options ("NQSOs") and incentive
stock options ("ISOs"), are rights to purchase a specified number of shares of
Common Stock at a price fixed by the Committee. The option price may be less
than, equal to or greater than the fair market value of the underlying shares
of Common Stock, but in no event will the exercise price of an ISO be less than
the fair market value on the date of grant. Options will expire not later than
ten years after the date on which they are granted. Options will become
exercisable at such times and in such installments as the Committee shall
determine. Upon termination of a participant's employment with Radio One,
options that are not exercisable will be forfeited immediately and options that
are exercisable will be forfeited on the ninetieth day following such
termination unless exercised by the participant. Payment of the option price
must be made in full at the time of exercise in such form (including, but not
limited to, cash or Common Stock of Radio One) as the Committee may determine.
Options granted under the 1999 Stock Option Plan may, but need not, qualify
for an exemption from the "short swing liability" provisions of Section 16(b)
of the Securities Exchange Act of 1934 pursuant to Rule 16b-3 and/or qualify as
"performance-based compensation" that is exempt from the $1 million limitation
of the deductibility of compensation under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"). Stockholder approval of the 1999
Stock Option Plan is required to satisfy the "performance-based compensation"
exemption under Section 162(m) of the Code.
Grants are awards of restricted Common Stock at no cost to participants and
are generally subject to vesting provisions as determined by the Committee.
Upon termination of a participant's employment with Radio One, grants that are
not vested will be forfeited immediately.
In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, distribution of assets,
or any other change in the corporate structure or shares of Radio One, the
Committee will make any adjustments it deems appropriate in the number and kind
of shares reserved for issuance upon the exercise of options and vesting of
grants under the option plan and in the exercise price of outstanding options.
U.S. Federal Income Tax Consequences
The following discussion of the U.S. federal income tax consequences of
grants to U.S. employees and nonemployee Directors under the 1999 Stock Option
Plan is intended to be a summary of applicable U.S. federal law as currently in
effect. State and local tax consequences may differ, and tax laws may be
amended or interpreted differently during the term of the 1999 Stock Option
Plan or of options issued thereunder.
Because the U.S. federal income tax rules governing options and related
payments are complex and subject to frequent change, and they depend on the
participant's individual circumstances, participants are advised to consult
their tax advisors prior to exercise of options or dispositions of stock
acquired pursuant to options.
20
<PAGE>
ISOs and NQSOs are treated differently for federal income tax purposes. ISOs
are intended to comply with the requirements of Section 422 of the Code. NQSOs
need not comply with such requirements.
An optionee is not taxed on the grant or, except as described below,
exercise of an ISO. The difference between the exercise price and the fair
market value of the Common Stock on the exercise date will, however, be a
positive adjustment for purposes of the alternative minimum tax, and thus an
optionee could be subject to the alternative minimum tax as a result of the
exercise of an ISO. If an optionee holds the Common Stock acquired upon
exercise of an ISO for at least two years following the grant date of the
related option and more than one year following exercise, the optionee's gain,
if any, upon a subsequent disposition of such Common Stock is long-term capital
gain. The measure of the gain is the difference between the proceeds received
on disposition and the optionee's basis in the Common Stock (which generally
equals the exercise price). If an optionee disposes of Common Stock acquired
pursuant to exercise of an ISO before satisfying the one and two year holding
periods described above, the optionee may recognize both ordinary income and
capital gain in the year of disposition. The amount of the ordinary income will
be (1) the amount realized on disposition less the optionee's adjusted basis in
the Common Stock (usually the exercise price) or (2) the difference between the
fair market value of the Common Stock on the exercise date and the exercise
price. The balance of the consideration received on such a disposition will be
long-term capital gain if the stock had been held for more than one year
following exercise of the ISO. The Company is not entitled to an income tax
deduction on the grant or exercise of an ISO or on the optionee's disposition
of the Common Stock after satisfying the holding period requirements described
above. If the holding periods are not satisfied, the Company will be entitled
to a deduction in the year the optionee disposes of the Common Stock in an
amount equal to the ordinary income recognized by the optionee.
An optionee is not taxed on the grant of an NQSO, assuming the NQSO does not
have a "readily ascertainable fair market value" for tax purposes on the date
of grant. On exercise, however, the optionee recognizes ordinary income equal
to the difference between the option price and the fair market value of the
Common Stock acquired on the date of exercise. The Company is entitled to an
income tax deduction in the year of exercise in the amount recognized by the
optionee as ordinary income. Any gain or subsequent disposition of the shares
is long term capital gain if the Common Stock is held for more than one year
following exercise. The Company does not receive a deduction for this gain.
Special rules will apply in cases where a recipient of an option pays the
exercise or purchase price of the option or applicable withholding tax
obligations under the 1999 Stock Option Plan by delivering previously owned
Common Stock or by reducing the number of shares of Common Stock otherwise
issuable pursuant to the Option. The surrender or withholding of such shares
will in certain circumstances result in the recognition of income with respect
to such Common Stock or a carryover basis in the Common Stock acquired and may
constitute a disposition for purposes of applying the ISO holding periods
discussed above. The Company generally will be entitled to withhold any
required taxes in connection with the exercise or payment of an option and may
require the participant to pay such taxes as a condition to exercise of an
option.
The terms of the documents pursuant to which options are granted under the
1999 Stock Option Plan provide for accelerated vesting or payment of an option
in connection with a change in ownership or control of the Company. In that
event and depending upon the individual circumstances of the optionee, certain
amounts with respect to such option may constitute "excess parachute payments"
under the "golden parachute" provisions of the Code. Pursuant to these
provisions, an optionee will be subject to a 20% excise tax on any "excess
parachute payments," and the Company will be denied any deduction with respect
to such payments. Optionees should consult their tax advisors as to whether
accelerated vesting of an option in connection with a change of ownership or
control of the Company would give rise to an excess parachute payment.
As described above, options granted under the 1999 Stock Option Plan may
qualify as "performance-based compensation" under Section 162(m) of the Code in
order to preserve federal income tax deductions by the Company with respect to
any compensation required to be taken into account under Section 162 of the
Code that is in excess of $1,000,000 and paid to a Covered Employee (as defined
in Section
21
<PAGE>
162(m)(3) of the Code). Compensation for any year that is attributable to an
option granted to a Covered
Employee and that does not so qualify may not be deductible by the Company to
the extent such compensation, when combined with other compensation paid to
such employee for the year, exceeds $1,000,000.
The following table shows the grants under the 1999 Stock Option Plan.
New Plan Benefits
<TABLE>
<CAPTION>
Number of Number of Expiration
Name and Position Class A Shares Class D Shares Date
----------------- -------------- -------------- ----------
<S> <C> <C> <C>
Scott R. Royster, Executive Vice ....... 18,646 37,292 May, 2009
President and Chief Financial Officer
Linda J. Eckard, Assistant Secretary and 31,077 62,154 May, 2009
.......................................
General Counsel
Executive Group......................... 49, 723 99,446 May, 2009
Non-executive Director Group............ 0 0 n/a
Non-executive Officer Employee Group.... 228,761 444,892 May, 2009
</TABLE>
For information regarding vesting and federal income tax consequences
associated with the options, see the description of the 1999 Stock Option Plan
above.
On August , 2000, the last sale price reported for the Class A Common Stock
on The Nasdaq Stock Market's National Market System was $ per share, and the
last sale price reported for the Class D Non-Voting Common Stock on The Nasdaq
Stock Market's National Market System was $ per share.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT EACH HOLDER OF CLASS A
COMMON STOCK AND CLASS B COMMON STOCK VOTE "FOR"
THE RATIFICATION OF THE 1999 STOCK OPTION PLAN.
PROPOSAL 6--RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company's financial statements for the year ended December 31, 1999,
have been audited by Arthur Andersen LLP, independent public accountants.
Representatives of Arthur Andersen, LLP are expected to be present at the
Meeting to respond to appropriate questions, and will have an opportunity to
make a statement if they so desire.
The Board of Directors has appointed Arthur Andersen, LLP as independent
auditors to audit the financial statements of the Company for the year ending
December 31, 2000. Unless otherwise directed, the persons named in the
accompanying proxy will vote in favor of the ratification of the appointment of
Arthur Andersen, LLP.
THE BOARD RECOMMENDS THAT THE HOLDERS OF CLASS A COMMON STOCK
AND CLASS B COMMON STOCK VOTE "FOR" THE RATIFICATION OF ARTHUR
ANDERSEN, LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER
31, 2000.
22
<PAGE>
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
The Company will hold its next annual meeting on April 30, 2001. To be
considered for inclusion in the proxy materials for the annual meeting,
Stockholder proposals to be presented at such annual meeting must be submitted
in writing and received by the Company no later than January 31, 2001. Other
proposals that are not included in the proxy materials will be considered
timely and may be eligible for presentation at the Company's annual meeting on
April 30, 2001 if they are received by the Company in the form of a written
notice no later than January 31, 2001.
OTHER BUSINESS
The Board of Directors does not know of any business to be brought before
the Meeting other than the matters described in the Notice of Annual Meeting.
However, if a Stockholder properly brings any other matters for action, each
person named in the accompanying proxy intends to vote the proxy in accordance
with his or her judgment on such matters.
By Order of the Board of Directors,
Linda J. Eckard
Assistant Secretary
23
<PAGE>
Exhibit A
RADIO ONE, INC.
1999 STOCK OPTION AND RESTRICTED STOCK GRANT PLAN
(Adopted March 10, 1999, as amended through June 14, 2000.)
ARTICLE I
Purpose of Plan
The 1999 Stock Option and Restricted Stock Grant Plan (the "Plan") is
intended to advance the best interests of the Company by providing directors,
executives and other key employees of the Company or any Subsidiary (as
defined below) who have substantial responsibility for the management and
growth of the Company or any Subsidiary and other individuals who perform
substantial work for the Company or any Subsidiary with additional incentives
by allowing such employees and other individuals to acquire an ownership
interest in the Company.
ARTICLE II
Definitions
For purposes of the Plan the following terms have the indicated meanings:
"Board" means the Board of Directors of the Company.
"Change of Control" shall be deemed to have occurred in the event of a
transaction or series of related transactions pursuant to which any Person or
group (as such term is defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended) of Persons, other than Catherine L. Hughes and
Alfred C. Liggins, III, (a) acquire, whether by merger, consolidation or
transfer or issuance of capital stock, capital stock of the Company (or any
surviving or resulting company) possessing the voting power to elect a
majority of the Board of the Company (or such surviving or resulting company)
or (b) acquire all or substantially all of the Company's assets determined on
a consolidated basis.
"Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute.
"Committee" means the Compensation Committee or such other committee of the
Board as the Board may designate to administer the Plan. The Committee shall
be comprised solely of two or more directors. References to the Committee
hereunder shall include the Board where appropriate.
"Class A Common Stock" means the Class A Common Stock, $0.001 par value per
share, of the Company.
"Class D Common Stock" means Class D Common Stock, $0.001 par value per
share, of the Company.
"Common Stock" means Class A Common Stock and Class D Common Stock.
"Designated Date" has the meaning set forth in Section 5.7 hereof.
"Exercised Options" has the meaning set forth in Section 5.4 hereof.
"Fair Market Value" per share on any given date means the average for the
ten (10) preceding trading days of the closing prices of the sales of the
relevant class of Common Stock (i.e., Class A Common Stock or Class D Common
Stock) on all securities exchanges on which such stock may at the time be
listed, or, if there
<PAGE>
have been no sales on any such exchange on any day, the average of the highest
bid and lowest asked prices on all such exchanges at the end of such day for
the relevant class of Common Stock, or, if on any day such stock is not so
listed, the average of the representative bid and asked prices quoted on the
Nasdaq Stock Market as of 4:00 P.M., New York time for the relevant class of
Common Stock, or, if on any day such stock is not quoted on the Nasdaq Stock
Market, the average of the highest bid and lowest asked prices on such day in
the domestic over-the-counter market as reported by the National Quotation
Bureau, Incorporated, or any similar successor organization for the relevant
class of Common Stock. If at any time any class of Common Stock is not listed
or quoted, the Fair Market Value per share shall be determined by the Committee
or the Board based on such factors as the members thereof in the exercise of
their business judgment consider reasonably relevant.
"Grant" means a restricted stock grant awarded to a Participant under the
Plan at no cost to the Participant.
"Grant Agreement" has the meaning set forth in Section 6.1 hereof.
"Grant Shares" shall mean (i) all shares of Common Stock issued or issuable
upon the award or vesting of a Grant and (ii) all shares of Common Stock issued
with respect to the Common Stock referred to in clause (i) above by way of
stock dividend or stock split or in connection with any conversion, merger,
consolidation or recapitalization or other reorganization affecting the Common
Stock. Unless provided otherwise herein or in the Participant's Grant
Agreement, Grant Shares will continue to be Grant Shares in the hands of any
holder other than the Participant (except for the Company), and each such
transferee thereof will succeed to the rights and obligations of a holder of
Grant Shares hereunder.
"Measurement Date" means the date on which any taxable income resulting from
the exercise of an Option is determined under applicable federal income tax
law.
"Option" means a stock purchase option granted to a Participant under the
Plan.
"Option Agreement" has the meaning set forth in Section 6.1 hereof.
"Option Shares" shall mean (i) all shares of Common Stock issued or issuable
upon the exercise of an Option and (ii) all shares of Common Stock issued with
respect to the Common Stock referred to in clause (i) above by way of stock
dividend or stock split or in connection with any conversion, merger,
consolidation or recapitalization or other reorganization affecting the Common
Stock. Unless provided otherwise herein or in the Participant's Option
Agreement, Option Shares will continue to be Option Shares in the hands of any
holder other than the Participant (except for the Company), and each such
transferee thereof will succeed to the rights and obligations of a holder of
Option Shares hereunder.
"Participant" means any director, executive or other key employee of the
Company or any Subsidiary, or any other individual who performs substantial
work for the Company or any Subsidiary, who has been selected to participate in
the Plan by the Committee.
"Permitted Transferee" means those persons to whom the Participant is
authorized, pursuant to Section 6.3, to transfer Options and Grants.
"Person" means any individual, partnership, firm, corporation, association,
trust, unincorporated organization or other entity.
"Plan" has the meaning set forth in the preamble hereof.
"Reload Number" has the meaning set forth in Section 5.4 hereof.
"Reload Options" has the meaning set forth in Section 5.4 hereof.
"Shares" has the meaning set forth in Section 5.3.
A-2
<PAGE>
"Subsidiary" means any subsidiary corporation (as such term is defined in
Section 424(f) of the Code) of the Company.
"Termination Date" shall mean the date upon which such Participant's
employment with the Company or any Subsidiary terminated.
ARTICLE III
Administration
The Plan shall be administered by the Committee. Subject to the limitations
of the Plan, the Committee shall have the sole and complete authority to: (i)
select Participants, (ii) grant Options or Grants to Participants in such forms
and amounts as it shall determine, (iii) impose such limitations, restrictions
and conditions upon such Options and Grants as it shall deem appropriate, (iv)
interpret the Plan and adopt, amend and rescind administrative guidelines and
other rules and regulations relating to the Plan, (v) correct any defect or
omission or reconcile any inconsistency in the Plan or in any Options or Grants
granted under the Plan and (vi) make all other determinations and take all
other actions necessary or advisable for the implementation and administration
of the Plan. The Committee's determinations on matters within its authority
shall be conclusive and binding upon the Participants, the Company and all
other persons. All expenses associated with the administration of the Plan
shall be borne by the Company. The Committee may, as approved by the Board and
to the extent permissible by law, delegate any of its authority hereunder to
such persons or entities as it deems appropriate.
ARTICLE IV
Limitation on Aggregate Shares
The number of shares of Common Stock with respect to which Options and
Grants may be granted under the Plan shall not exceed, in the aggregate,
1,408,099 shares of Class A Common Stock and 2,816,198 shares of Class D Common
Stock, subject to adjustment in accordance with Section 6.4. To the extent any
Options or Grants expire unexercised or are canceled, terminated or forfeited
in any manner without the issuance of Common Stock thereunder, and to the
extent any Option Shares or Grant Shares are tendered or withheld in payment of
the exercise price of any Options or the taxes payable with respect to the
exercise of any Options or Grants, such shares shall again be available under
the Plan. The shares of Common Stock available under the Plan may consist of
authorized and unissued shares, treasury shares or a combination thereof, as
the Committee shall determine.
ARTICLE V
Awards
5.1 Grant of Options and Grants.
(a) Grant by Committee. The Committee may grant Options or Grants to
Participants from time to time in accordance with this Article V.
(b) Nonqualified Options and Incentive Stock Options. Options granted under
the Plan may be nonqualified stock options or "incentive stock options" within
the meaning of Section 422 of the Code or any successor provision as specified
by the Committee; provided, however, that no incentive stock option may be
granted to any Participant who, at the time of grant, owns stock of the Company
(or any Subsidiary) representing more than 10% of the total combined voting
power of all classes of stock of the Company (or any Subsidiary), unless such
incentive stock option shall at the time of grant (a) have a termination date
not later than the fifth anniversary of the issuance date and (b) have an
exercise price per share equal to at least 110% of the Fair Market Value of a
share of Common Stock on the date of grant.
A-3
<PAGE>
It is the Company's intent that nonqualified stock options granted under the
Plan not be classified as incentive stock options, that incentive stock options
be consistent with and contain or be deemed to contain all provisions required
under Section 422 of the Code and any successor thereto, and that any
ambiguities in construction be interpreted in order to effectuate such intent.
If an incentive stock option granted under the Plan does not qualify as such
for any reason, then to the extent of such nonqualification, the stock option
represented thereby shall be regarded as a nonqualified stock option duly
granted under the Plan, provided that such stock option otherwise meets the
Plan's requirements for nonqualified stock options.
(c) Exercise Price. The exercise price per share of Common Stock under each
Option shall be determined by the Committee at the time of grant; provided,
however, that the exercise price per share of Common Stock under each incentive
stock option shall be fixed by the Committee at the time of grant of the Option
and shall equal at least 100% of the Fair Market Value of a share of the
relevant class of Common Stock on the date of grant, but not less than the par
value per share (as adjusted pursuant to Section 6.4). Subject to Section 5.7,
Options shall be exercisable at such time or times as the Committee shall
determine; provided, however, that any option intended to be an incentive stock
option shall be treated as an incentive stock option only to the extent that
the aggregate Fair Market Value of the relevant class of Common Stock
(determined as of the date of Option grant) with respect to which incentive
stock options (but not nonqualified options) are exercisable for the first time
by any Participant during any calendar year (under all stock option plans of
the Company and its Subsidiaries) does not exceed $100,000.
(d) Option or Grant Term. The Committee shall determine the term of each
Option and Grant, which term shall not exceed ten years from the date of grant
of the Grant or Option (five years in the case of incentive stock options for
which the exercise price is 110% of the Fair Market Value of a share of the
relevant class of Common Stock on the date of grant, pursuant to Section
5.1(b)).
(e) Maximum Annual Grant to Participant. In any one calendar year, the
Committee shall not grant to any one Participant Options to purchase, or Grants
of, a number of shares of Class A Common Stock in excess of 704,050 or a number
of shares of Class D Common Stock in excess of 1,408,099.
5.2 Exercise Procedure. Options and Grants shall be exercisable, to the
extent they are vested, by written notice to the Company (to the attention of
the Company's Secretary) accompanied by payment in full of the applicable
exercise price.
5.3 Payment Options. Options may be exercised, in whole or in part, upon
payment of the exercise price of the Option Shares to be acquired. Payment
shall be made: (i) in cash (including check, bank draft or money order); (ii)
by delivery of outstanding shares of Common Stock, of the same class for which
the Option is to be exercised, with a Fair Market Value on the date of exercise
equal to the aggregate exercise price payable with respect to the Options'
exercise; (iii) by simultaneous sale through a broker reasonably acceptable to
the Committee of Option Shares acquired on exercise, as permitted under
Regulation T of the Federal Reserve Board or other method of legally
permissible cashless exercise; (iv) by authorizing the Company to withhold from
issuance a number of Option Shares issuable upon exercise of the Options which,
when multiplied by the Fair Market Value of a share of the relevant class of
Common Stock on the date of exercise is equal to the aggregate exercise price
payable with respect to the Options so exercised; (v) by any combination of the
foregoing; or (vi) in any additional manner the Committee approves. Options may
also be exercised upon payment of the exercise price of the Option Shares to be
acquired by delivery of the Participant's promissory note, but only to the
extent specifically approved by and in accordance with the policies of the
Committee.
(a) Exchange of Previously Acquired Stock. In the event a Participant elects
to pay the exercise price payable with respect to an Option pursuant to clause
(ii) above, (A) only a whole number of share(s) of the relevant class of Common
Stock (and not fractional shares of Common Stock) may be tendered in payment,
(B) such Participant must present evidence acceptable to the Company that he or
she has owned any such shares of the relevant class of Common Stock tendered in
payment of the exercise price (and that such tendered
A-4
<PAGE>
shares of Common Stock have not been subject to any substantial risk of
forfeiture) for at least six months prior to the date of exercise, and (C)
Common Stock must be delivered to the Company. Delivery for this purpose may,
at the election of the Participant, be made either by (A) physical delivery of
the certificate(s) for all such shares of the relevant class of Common Stock
tendered in payment of the price, accompanied by duly executed instruments of
transfer in a form acceptable to the Company, or (B) direction to the
Participant's broker to transfer, by book entry, such shares of the relevant
class of Common Stock from a brokerage account of the Participant to a
brokerage account specified by the Company. When payment of the exercise price
is made by delivery of shares of the relevant class of Common Stock, the
difference, if any, between the aggregate exercise price payable with respect
to the Option being exercised and the Fair Market Value of the share(s) of the
relevant class of Common Stock tendered in payment (plus any applicable taxes)
shall be paid in cash. No Participant may tender shares of Common Stock having
a Fair Market Value exceeding the aggregate exercise price payable with respect
to the Option being exercised (plus any applicable taxes).
(b) Payment by Withholding Shares. In the event a Participant elects to pay
the exercise price payable with respect to an Option pursuant to clause (iv)
above, (A) only a whole number of Option Share(s) (and not fractional Option
Shares) may be withheld in payment and (B) such Participant must present
evidence acceptable to the Company that he or she has owned a number of shares
of the relevant class of Common Stock at least equal to the number of Option
Shares to be withheld in payment of the exercise price (and that such owned
shares of Common Stock have not been subject to any substantial risk of
forfeiture) for at least six months prior to the date of exercise. When payment
of the exercise price is made by withholding of Option Shares, the difference,
if any, between the aggregate exercise price payable with respect to the Option
being exercised and the Fair Market Value of the Option Share(s) withheld in
payment (plus any applicable taxes) shall be paid in cash. No Participant may
authorize the withholding of Option Shares having a Fair Market Value exceeding
the aggregate exercise price payable with respect to the Option being exercised
(plus any applicable taxes). Any withheld Option Shares shall no longer be
issuable under such Option.
5.4 Grant of Reload Options. The Committee may provide (either at the time
of grant or exercise of an Option), in its discretion, for the grant to a
Participant who exercises all or any portion of an Option ("Exercised Options")
and who pays all or part of such exercise price with shares of Common Stock, of
an additional option (a "Reload Option") for a number of shares of Common
Stock, of the same class as those shares used to pay all or part of the
exercise price, equal to the sum (the "Reload Number") of the number of shares
of Common Stock tendered or withheld in payment of such exercise price for the
Exercised Options plus, if so provided by the Committee, the number of shares
of Common Stock, if any, tendered or withheld by the Participant or withheld by
the Company in connection with the exercise of the Exercised Options to satisfy
any federal, state or local tax withholding requirements. The terms of each
Reload Option, including the date of its expiration and the terms and
conditions of its exercisability and transferability, shall be the same as the
terms of the Exercised Option to which it relates, except that: (i) the grant
date for each Reload Option shall be the date of exercise of the Exercised
Option to which it relates and (ii) the exercise price for each Reload Option
shall be the Fair Market Value of the Common Stock on the grant date of the
Reload Option.
5.5 Withholding Tax Requirements.
(a) Participant Election. Unless otherwise determined by the Committee, a
Participant may elect to deliver shares of the relevant class of Common Stock
(or have the Company withhold shares acquired upon exercise of an Option or
Grant) to satisfy, in whole or in part, the amount the Company is required to
withhold for taxes in connection with the exercise of an Option or a Grant.
Such election must be made on or before the date the amount of tax to be
withheld is determined. Once made, the election shall be irrevocable. The fair
market value of the shares to be withheld or delivered will be the Fair Market
Value as of the date the amount of tax to be withheld is determined. In the
event a Participant elects to deliver or have the Company withhold shares of
Common Stock pursuant to this Section 5.5(a), such delivery or withholding must
be made subject to the conditions and pursuant to the procedures set forth in
Section 5.3 with respect to the delivery or withholding of Common Stock in
payment of the exercise price of Options.
A-5
<PAGE>
(b) Company Requirement. The Company may require, as a condition to any
grant or exercise under the Plan or to the delivery of certificates for Shares
issued hereunder, that the Participant make provision for the payment to the
Company, either pursuant to Section 5.5(a) or this Section 5.5(b), of any
federal, state or local taxes of any kind required by law to be withheld with
respect to any grant or any delivery of Option Shares or Grant Shares. The
Company, to the extent permitted or required by law, shall have the right to
deduct from any payment of any kind (including salary or bonus) otherwise due
to a Participant, an amount equal to any federal, state or local taxes of any
kind required by law to be withheld with respect to any grant or to the
delivery of Option Shares or Grant Shares under the Plan. The Company may, in
its discretion and to the extent specifically approved by and in accordance
with the policies of the Committee, permit payment of such federal, state or
local taxes to be made by delivery by a Participant to the Company of a
promissory note of such Participant.
5.6 Notification of Inquiries and Agreements. Each Participant and each
Permitted Transferee shall notify the Company in writing within 10 days after
the date such Participant or Permitted Transferee (i) first obtains knowledge
of any Internal Revenue Service inquiry, audit, assertion, determination,
investigation, or question relating in any manner to the value of Options or
Grants granted hereunder; (ii) includes or agrees (including, without
limitation, in any settlement, closing or other similar agreement) to include
in gross income with respect to any Option or Grant granted under this Plan (A)
any amount in excess of the amount reported on Form 1099 or Form W-2 to such
Participant by the Company, or (B) if no such Form was received, any amount;
and/or (iii) exercises, sells, disposes of, or otherwise transfers an Option or
Grant acquired pursuant to this Plan. Upon request, a Participant or Permitted
Transferee shall provide to the Company any information or document relating to
any event described in the preceding sentence which the Company (in its sole
discretion) requires in order to calculate and substantiate any change in the
Company's tax liability as a result of such event.
5.7 Conditions and Limitations on Exercise. At the discretion of the
Committee, exercised at the time of grant, Options and Grants may vest, in one
or more installments, upon (i) the fulfilment of certain conditions, (ii) the
passage of a specified period of time, (iii) the occurrence of certain events
and/or (iv) the achievement by the Company or any Subsidiary of certain
performance goals. Except as otherwise provided by the Committee, Options shall
not vest for a period of at least six months following the date of grant of
such Options. In the event of a Change of Control, the Committee may provide,
in its discretion, that the Options and Grants shall become immediately vested
and that such Options and Grants shall terminate if not exercised as of the
date of the Change of Control or any other designated date (the "Designated
Date") or that such Options shall thereafter represent only the right to
receive the excess of the consideration per share of Common Stock offered in
such Change of Control over the exercise price of such Options. The Company
shall give all Participants notice of an impending Change of Control at least
15 days prior to the date of such Change of Control or the Designated Date,
whichever is earlier.
5.8 Expiration of Options and Grants.
(a) Normal Expiration. In no event shall any part of any Option or Grant be
exercisable after the stated date of expiration thereof.
(b) Early Expiration Upon Termination of Employment. Any part of any Option
or Grant that was not vested on a Participant's Termination Date shall expire
and be forfeited on such date, and any part of any Option or Grant that was
vested on the Termination Date shall also expire and be forfeited to the extent
not theretofore exercised on the thirtieth (30th) day (one year, if termination
is caused by the Participant's death or disability) following the Termination
Date or such longer period following the Termination Date to the extent
specifically approved by and in accordance with the policies of the Committee,
but in no event after the stated date of expiration thereof.
A-6
<PAGE>
ARTICLE VI
General Provisions
6.1 Written Agreement. Each Option and Grant granted hereunder shall be
embodied in a written agreement (the "Option Agreement" or "Grant Agreement")
which shall be signed by the Participant to whom the Option or Grant is granted
and shall be subject to the terms and conditions set forth herein. Unless
otherwise expressly stated herein, inconsistencies between such Option
Agreement or Grant Agreement and this Plan shall be resolved in accordance with
the terms of this Plan.
6.2 Listing, Registration and Legal Compliance. If at any time the Committee
determines, in its discretion, that the listing, registration or qualification
of the shares subject to Options or Grants upon any securities exchange or
under any state or federal securities or other law or regulation, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition to or in connection with the granting of Options or
Grants or the purchase or issuance of shares thereunder, no Options or Grants
may be granted or exercised, in whole or in part, unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee. The holders of
such Options or Grants will supply the Company with such certificates,
representations and information as the Company shall request and shall
otherwise cooperate with the Company in obtaining such listing, registration,
qualification, consent or approval. In the case of officers and other persons
subject to Section 16(b) of the Exchange Act, the Committee may at any time
impose any limitations upon the exercise of Options or Grants that, in the
Committee's discretion, are necessary or desirable in order to comply with such
Section 16(b) and the rules and regulations thereunder. If the Company, as part
of an offering of securities or otherwise, finds it desirable because of
federal or state regulatory requirements to reduce the period during which any
Options or Grants may be exercised, the Committee may, in its discretion and
without the Participant's consent, so reduce such period on not less than 15
days' written notice to the holders thereof.
6.3 Options Not Transferrable. Except as otherwise authorized by the
Committee, Options and Grants may not be transferred other than by will or the
laws of descent and distribution and, during the lifetime of the Participant to
whom they were granted, may be exercised only by such Participant (or, if such
Participant is incapacitated, by such Participant's legal guardian or legal
representative). In the event of the death of a Participant, Options and Grants
which are not vested on the date of death shall terminate; exercise of Options
or Grants granted hereunder to such Participant, which are vested as of the
date of death, may be made only by the executor or administrator of such
Participant's estate or the person or persons to whom such Participant's rights
under the Options or Grants will pass by will or the laws of descent and
distribution.
6.4 Adjustments. In the event of a reorganization, recapitalization, stock
dividend or stock split, or combination or other change in the shares of Common
Stock, the Committee may, in order to prevent the dilution or enlargement of
rights under the Plan or outstanding Options or Grants, adjust (1) the number
and type of shares as to which options or restricted stock grants may be
granted under the Plan, (2) the number and type of shares covered by
outstanding Options or Grants, (3) the exercise prices, if any, specified
therein and (4) other provisions of this Plan which specify a number of shares,
all as the Committee determines to be appropriate and equitable.
6.5 Rights of Participants. Nothing in the Plan shall interfere with or
limit in any way the right of the Company or any Subsidiary to terminate any
Participant's employment at any time (with or without cause), or confer upon
any Participant any right to continue in the employ of the Company or any
Subsidiary for any period of time or to continue to receive such Participant's
current (or other) rate of compensation. No employee shall have a right to be
selected as a Participant or, having been so selected, to be selected again as
a Participant.
6.6 Amendment, Suspension and Termination of Plan. The Board or the
Committee may suspend or terminate the Plan or any portion thereof at any time
and may amend it from time to time in such respects as
A-7
<PAGE>
the Board or the Committee may deem advisable; provided, however, that no such
amendment shall be made without shareholder approval to the extent such
approval is required by law, agreement or the rules of any exchange upon which
the Common Stock is listed, and no such amendment, suspension or termination
shall impair the rights of Participants under outstanding Options or Grants
without the consent of the Participants affected thereby, except as provided
below. No Options or Grants shall be granted hereunder after the tenth
anniversary of the adoption of the Plan.
6.7 Amendment of Outstanding Options and Grants. The Committee may amend or
modify any Option or Grant in any manner to the extent that the Committee would
have had the authority under the Plan initially to grant such Option or Grant;
provided that, except as expressly contemplated elsewhere herein or in any
agreement evidencing such Option or Grant, no such amendment or modification
shall impair the rights of any Participant under any outstanding Option or
Grant without the consent of such Participant.
6.8 Governing Law. The validity, construction, interpretation,
administration and effect of the Plan, and of its rules and regulations, and
rights relating to the Plan, shall be governed by the substantive laws, but not
the choice of law rules, of Delaware.
ARTICLE VII
Stockholder Adoption
The Plan was approved by the Board on May 5, 1999 and approved and adopted
by the stockholders of the Company, in accordance with applicable law, at a
meeting of the stockholders of the Company held May 5, 1999.
* * * * *
A-8
<PAGE>
FORM OF PROXY
RADIO ONE, INC.
5900 Princess Garden Parkway
Lanham, Maryland 20706
This Proxy is solicited by the Board of Directors
for the Annual Meeting of Stockholders to be held on September 15, 2000.
The undersigned holder of Class D Common Stock acknowledges receipt of the
Notice of Annual Meeting of Stockholders of Radio One, Inc. (the "Company") and
the accompanying Proxy Statement. The undersigned hereby appoints Scott C.
Royster and Linda J. Eckard, and each of them individually, as proxies, each
with the powers the undersigned would possess if personally present, and each
with full power of substitution, to vote as specified in this proxy all of the
shares of Class D Common Stock of the Company which the undersigned is entitled
to vote at the Annual Meeting of Stockholders of the Company to be held
September 15, 2000, and at any adjournments or postponements thereof.
With respect to such other matters that may properly come before the Annual
Meeting or any adjournment or postponement of the Annual Meeting, the proxies
named above are authorized to vote upon those matters in their discretion. The
undersigned Stockholder hereby revokes any proxy or proxies heretofore executed
for such matters.
You are encouraged to specify your choices by marking the appropriate box
(SEE REVERSE SIDE) but you need not mark any box if you wish to vote in
accordance with the Board of Directors' recommendations. Your shares cannot be
voted unless you sign, date and return this card.
SEE REVERSE SIDE
<PAGE>
Please mark your vote as in this example: [X]
When this proxy card is properly executed, the shares to which it relates
will be voted in accordance with the directions indicated hereon. If no
direction is made, the shares will be voted FOR the proposal below. Holders of
Class D Common Stock are not eligible to vote on any other proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 3.
3. Approval of the Amendment of the Company's Amended and Restated Certificate
of Incorporation to provide holders of the Class A Common Stock the right
to convert such Class A Common Stock into Class D Non-Voting Common Stock.
FOR [_] AGAINST [_] ABSTAIN [_]
DATE SIGNATURE(S)
---------- ----------------
__________________ __________________________________________
__________________ __________________________________________
__________________ __________________________________________
__________________ _________________________________________
NOTE: Please sign exactly as your name(s) appear(s) hereon. When signing as
attorney, executor, administrator, trustee or guardian, please give
full title as such. If more than one name is shown, (including in the
case of owners in joint tenancy), each party should sign.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING
<PAGE>
FORM OF PROXY
RADIO ONE, INC.
5900 Princess Garden Parkway
Lanham, Maryland 20706
This Proxy is solicited by the Board of Directors
for the Annual Meeting of Stockholders to be held on September 15, 2000.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders of Radio One, Inc. (the "Company") and the accompanying Proxy
Statement. The undersigned holder of Class A, Class B, or Class C Common Stock
hereby appoints Scott C. Royster and Linda J. Eckard, and each of them
individually, as proxies, each with the powers the undersigned would possess if
personally present, and each with full power of substitution, to vote as
specified in this proxy all of the shares of Class A, Class B, or Class C Common
Stock of the Company which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of the Company to be held September 15, 2000, and at any
adjournments or postponements thereof.
With respect to such other matters that may properly come before the Annual
Meeting or any adjournment or postponement of the Annual Meeting, the proxies
named above are authorized to vote upon those matters in their discretion. The
undersigned Stockholder hereby revokes any proxy or proxies heretofore executed
for such matters.
You are encouraged to specify your choices by marking the appropriate box
(SEE REVERSE SIDE) but you need not mark any box if you wish to vote in
accordance with the Board of Directors' recommendations. Your shares cannot be
voted unless you sign, date and return this card.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
PROPOSALS 1, 2, 3, 4, 5, AND 6.
SEE REVERSE SIDE
<PAGE>
Please mark your vote as in this example: [X]
When this proxy card is properly executed, the shares to which it relates
will be voted in accordance with the directions indicated hereon. If no
direction is made, the shares will be voted FOR the proposal below.
1. Election of Class A Directors
FOR [_] WITHHOLD AUTHORITY [_] EXCEPTION [_]
to vote for all nominees listed below
Nominees: Brian W. McNeill and Terry L. Jones. (INSTRUCTIONS: to
withhold authority to vote for any individual nominee, mark the "EXCEPTION"
box and write that nominee's name in the space provided below.)
Exception: ______________________________________________________________
2. Election of Other Directors
FOR [_] WITHHOLD AUTHORITY [_] EXCEPTION [_]
to vote for all nominees listed below
Nominees: Catherine L. Hughes, Alfred C. Liggins, III, and Larry D. Marcus.
(INSTRUCTIONS: to withhold authority to vote for any individual nominee,
mark the "EXCEPTIONS" box and write that nominee's name in the space
provided below.)
Exception: ______________________________________________________________
3. Approval of the amendment of the Company's Amended and Restated Certificate
of Incorporation to provide holders of the Class A Common Stock the right
to convert such Class A Common Stock into Class D Non-Voting Common Stock.
FOR [_] AGAINST [_] ABSTAIN [_]
4. Approval of the amendment of the Company's Amended and Restated Bylaws to
permit the election of up to eleven, but not less than five, members of the
Board of Directors.
FOR [_] AGAINST [_] ABSTAIN [_]
5. Approval of the adoption of the 1999 Stock Option Plan.
FOR [_] AGAINST [_] ABSTAIN [_]
<PAGE>
6. Approval of the appointment of Arthur Andersen, LLP as independent public
accountants for the Company for the year ended December 31, 2000.
FOR [_] AGAINST [_] ABSTAIN [_]
By signing this proxy card, you acknowledge receipt of the Notice of Annual
Meeting of Stockholders to be held September 15, 2000 and the Proxy Statement
dated August 16, 2000.
DATE SIGNATURE(S)
---------- ------------------
__________________ __________________________________________
__________________ __________________________________________
__________________ __________________________________________
__________________ __________________________________________
__________________ __________________________________________
NOTE: Please sign exactly as your name(s) appear(s) hereon. When signing as
attorney, executor, administrator, trustee or guardian, please give
full title as such. If more than one name is shown, (including in the
case of owners in joint tenancy), each party should sign.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING
<PAGE>
[KIRKLAND & ELLIS LETTERHEAD APPEARS HERE]
August 4, 2000
BY ELECTRONIC SUBMISSION
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Radio One, Inc.
Preliminary Proxy Statement on Schedule 14-A
Dear Ladies and Gentlemen:
Submitted herewith for filing on behalf of Radio One, Inc. (the
"Company") is a Preliminary Proxy Statement on Schedule 14-A of the Company (the
"Proxy Statement"). This filing is being effected by direct transmission to the
Commission's EDGAR System.
Options granted under the Company's 1999 Stock Option Plan referred to
in the Proxy Statement, and shares of the Company's Common Stock issuable upon
exercise of those options, have been registered on Forms S-8 filed with the
Commission on May 10, 1999, and July 27, 2000.
Please contact the undersigned at (202) 879-5943 with any questions or
comments you may have regarding this filing.
Very truly yours,
/s/Terrance L. Bessey
TLB/tab
cc: Scott R. Royster
Linda J. Eckard
