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