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Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

FORM S-1

BEASLEY BROADCAST GROUP, INC.

3033 Riviera Drive, Suite 200

George G. Beasley

Copies to:

     Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

CALCULATION OF REGISTRATION FEE

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 24, 1999

                      Shares

[BEASLEY LOGO]

BEASLEY BROADCAST GROUP, INC.

Class A Common Stock

     Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price of the Class A common stock is expected to be between $          and $     per share. We are applying to list our Class A common stock on                              under the symbol “     .”

     The underwriters have an option to purchase a maximum of           additional shares to cover over-allotments of shares.

     We have two classes of common stock: Class A common stock and Class B common stock. Holders of each class generally have the same rights, except for differences in voting rights. Holders of Class A common stock have one vote per share while holders of Class B common stock have 10 votes per share. Immediately following this offering, the Class B common stock will represent approximately % of the combined voting power of our common stock.

Investing in our Class A common stock involves risks. See “Risk Factors” on page 8.

     Delivery of the shares of Class A common stock will be made on or about           , 2000.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is           , 2000.

[ARTWORK]

[Map of United States indicating the markets where we operate or where we have pending acquisitions.]

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      You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

Dealer Prospectus Delivery Obligation

      Until           , 2000, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

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PROSPECTUS SUMMARY

      This summary only highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully. Unless we indicate otherwise, information in this prospectus assumes the underwriters will not exercise their over-allotment option. You should refer to the introductions to “— Summary Historical Combined Financial Information” for the meanings of some of the financial terms used in this prospectus. Unless the context requires otherwise, for periods before the corporate reorganization described in this prospectus, “Beasley Broadcast Group,” “we,” “us,” “our” and similar terms refer to Beasley FM Acquisition Corp. and related companies, and after giving effect to the corporate reorganization, those same terms refer to Beasley Broadcast Group, Inc., its consolidated subsidiaries and the stations we have agreed to acquire in Atlanta and Augusta.

Overview

      We were founded in 1961 and are the 16th largest radio broadcasting company in the United States based on 1998 gross revenues. After giving effect to pending acquisitions in Atlanta and Augusta, we will own and operate 32 stations, 21 FM and 11 AM, located in seven large and mid-sized markets in the eastern United States. Nine of these stations are located in three of the nation’s top 12 radio markets: Atlanta, Philadelphia and Miami. Our station groups rank among the first or second largest clusters, based on gross revenues, in five of our seven markets and, collectively, our radio stations reach approximately three million people on a weekly basis. For the twelve months ended September 30, 1999, giving effect to acquisitions and dispositions completed during the period as well as to our pending acquisitions in Atlanta and Augusta, we had net revenues of $90.6 million and broadcast cash flow of $25.3 million.

      We seek to maximize revenues and broadcast cash flow by acquiring and operating clusters of stations in high-growth large and mid-sized markets located primarily in the eastern United States. We have assembled groups of five or more stations in four of our markets, and our radio stations program a variety of formats, including urban, contemporary hit radio and country, which target the demographic groups in each market that we consider the most attractive to our advertisers. The combination of our market clusters and our advertising, sales and programming expertise has enabled us to achieve strong same station revenue and broadcast cash flow growth demonstrated as follows:

	•	same station net revenues increased 12.3% for the nine months ended September  30, 1999 compared to the same period in 1998;
	•	same station broadcast cash flow increased 16.2% for the nine months ended September 30, 1999 compared to the same period in 1998; and
	•	same station after tax cash flow, pro forma for the revocation of our subchapter S corporation status, increased 41.1% for the nine months ended September 30, 1999 compared to the same period in 1998.

      For the periods presented above, we calculate same station results by comparing the performance of radio stations operated by us at September 30, 1999 to the performance of those same stations (whether or not operated by us) in the corresponding period of the prior year, excluding the effect of barter revenues and expenses. Same station results exclude the Atlanta and Augusta radio stations we have agreed to acquire.

      We are led by our Chairman and Chief Executive Officer, George G. Beasley, who has over 35 years of experience in the radio broadcasting industry. Under Mr. Beasley’s guidance, excluding the stations that we currently own, we have acquired and disposed of a total of 52 radio stations, including stations in Los Angeles, Chicago, New Orleans, Orlando and Cleveland. We acquired these 52 stations for an aggregate acquisition price of approximately $168.0 million and the total consideration that we received upon disposition was valued at approximately $346.1 million. Mr. Beasley is supported by a management team with an average of 16 years of experience in the

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Operating Strategy

      In order to maximize revenues and broadcast cash flow at our stations, our operating strategy is to:

	•	secure and maintain a leadership position in current and future markets by creating clusters of multiple stations;
	•	conduct in-depth market research in order to refine our programming and enhance our ratings;
	•	establish a strong local brand identity through advertising and promotional initiatives;
	•	build a relationship-oriented sales force whose goal is to create a strong local and national sales effort;
	•	hire, develop and motivate strong local management teams; and
	•	enhance broadcast cash flow margins of underutilized AM stations by selling blocks of programming time to providers of health, ethnic, religious and other specialty programming.

Acquisition Strategy

      Since June 1996, we have acquired or agreed to acquire 21 radio stations. Our future acquisition strategy, which will focus on stations located in the 100 largest radio markets, is to:

	•	acquire additional radio stations in our current markets to further enhance our market position;
	•	acquire existing clusters in new markets or establish a presence in new markets where we believe we can build successful clusters over time;
	•	pursue swap opportunities with other radio station owners to build or enhance our market clusters; and
	•	selectively acquire large-market AM stations serving attractive demographic groups with specialty programming.

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Station Portfolio

      Our stations are clustered in demographically attractive and growing markets located in the eastern United States, including major markets such as Atlanta, Philadelphia and Miami. The following table sets forth information about our portfolio and the markets where we operate. The table includes radio stations in Atlanta and Augusta that we have agreed to acquire. The sources for this information are described under “Information About Station and Market Data.”

**	Radio market average annual revenue growth data is presented from 1996-1998 for the Ft. Myers, FL market. Data for 1995 is unavailable.

Pending Transactions

      We have entered into agreements to purchase two AM radio stations in Atlanta for $10.0 million and one FM and one AM radio station in Augusta for $800,000. We expect the Atlanta acquisition to close in the fourth quarter of 1999 and the Augusta acquisition to close in 2000.

Internet Strategy

      We recently formed a division, Beasley Interactive, whose goal is to create an Internet presence for Beasley Broadcast Group that will complement our existing radio business. We expect Beasley Interactive to develop web page content for our radio stations’ web sites that complements each station’s programming and “brand.” Our strategy is to create additional revenue streams from advertising, e-commerce and web page development and support for advertisers capitalizing on the loyalty of our radio station listeners by persuading them to use our stations’ web sites. In addition, we intend to make strategic investments in Internet companies that purchase a substantial amount of advertising time from us.

Our Principal Executive Offices

      Our principal executive offices are located at 3033 Riviera Drive, Suite 200, Naples Florida, 34103, and our telephone number is (941) 263-5000.

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The Offering

      Common stock to be outstanding after the offering is as of           . It excludes grants under our 1999 Equity Plan consisting of           shares of Class A common stock issuable upon the exercise of options having a weighted average exercise price of $     per share.

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Summary Historical Combined Financial Information

      We have derived the summary historical financial information shown below for the years ended December 31, 1996, 1997 and 1998 and the nine months ended September 30, 1998 and 1999 from our audited and unaudited combined financial statements included elsewhere in this prospectus.

      As you review the information contained in the following table and throughout this prospectus, you should note the following:

	•	During the periods presented, we operated as a series of partnerships and subchapter S corporations under the Internal Revenue Code. Accordingly, we were not liable for federal and some state and local corporate income taxes. During these periods, our stockholders included our taxable income or loss in their federal and applicable state and local income tax returns. The pro forma amounts shown in the table reflect provisions for federal, state and local income taxes, applied to income (loss) before pro forma income taxes, as if we had been taxed as a subchapter C  corporation. We will reorganize all of our entities under a holding company that is a wholly-owned subsidiary of Beasley Broadcast Group, Inc., the newly formed subchapter C corporation that is making this offering.
	•	For purposes of our historical financial statements, the term “pro forma” refers solely to the adjustments necessary to reflect our status as a subchapter C corporation for income tax purposes rather than a series of S corporations and partnerships.
	•	Broadcast cash flow consists of operating income (loss) before corporate general and administrative expenses, depreciation and amortization, equity appreciation rights expenses, impairment loss on long-lived assets, loss on committed contracts and fees from local management and time brokerage agreements.
	•	Broadcast cash flow margin represents broadcast cash flow as a percentage of net revenues.
	•	EBITDA consists of broadcast cash flow minus corporate general and administrative expenses.
	•	Pro forma after-tax cash flow consists of pro forma net income (loss)  minus net gains on sale of assets plus the following: loss on sale of assets, depreciation and amortization, equity appreciation rights expenses, impairment loss on long-lived assets, loss on committed contracts and deferred tax provision (or minus deferred income tax benefit).
	•	The “as adjusted” balance sheet data as of September 30, 1999 gives effect to the completion of the pending acquisitions in Atlanta and Augusta, the closing of this offering at an assumed public offering price of $     per share and the application of the net proceeds as described under “Use of Proceeds.”

      Although broadcast cash flow, EBITDA and pro forma after-tax cash flow are not measures of performance or liquidity calculated in accordance with generally accepted accounting principles, we believe that these measures are useful to an investor in evaluating our performance because they are widely used in the broadcast industry to measure a radio company’s operating performance. However, you should not consider these measures in isolation or as substitutes for operating income, cash flows from operating activities or any other measure for determining our operating performance or liquidity that is calculated in accordance with generally accepted accounting principles. In addition, because broadcast cash flow, EBITDA and pro forma after-tax cash flow are not calculated in accordance with generally accepted accounting principles, they are not necessarily comparable to similarly titled measures employed by other companies.

      The comparability of the historical financial information reflected below has been significantly affected by acquisitions and dispositions. You should read the summary financial information together with “Selected Historical Combined Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our combined financial statements and the related notes included elsewhere in this prospectus.

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RISK FACTORS

      Investing in our Class A common stock involves risk. You should consider carefully the following risk factors, in addition to the other information contained in this prospectus, before purchasing shares of Class A common stock in this offering. If any of these risks actually occur, our business, results of operations and financial condition could be materially and adversely affected, the trading price of our Class A common stock could decline and you might lose all or part of your investment.

Risks Relating to Our Business

Our radio stations may not be able to compete effectively in their respective markets for advertising revenues, adversely affecting our results of operations.

      We operate in a highly competitive business. Our radio stations compete for audiences and advertising revenues within their respective markets directly with other radio stations, as well as with other media, such as newspapers, magazines, network and cable television, outdoor advertising, direct mail and emerging media such as streaming audio delivered over the Internet. Audience ratings and market shares are subject to change and any change in a particular market could have a material adverse effect on the revenue of our stations located in that market.

      While we already compete in some of our markets with other stations with similar programming formats, if another radio station in a market were to convert its programming to a format similar to one of our stations, if a new station were to adopt a comparable format or if an existing competitor were to improve its audience share, our stations could suffer a reduction in ratings or advertising revenue and could incur increased promotional and other expenses.

      Other radio broadcasting companies may enter into the markets in which we operate or may operate in the future. These companies may be larger and have more financial resources than we have. Accordingly, our radio stations may not be able to maintain or increase their current audience ratings and advertising revenues.

A downturn in the performance of our Miami or Philadelphia stations could adversely affect our revenue and cash flow.

      For the nine months ended September 30, 1999, approximately 43% of our net revenues and 38% of our broadcast cash flow came from our stations operating in the Miami market. For the same period, approximately 20% of our net revenues and 19% of our broadcast cash flow came from our stations operating in the Philadelphia market. A significant decline in revenue and broadcast cash flow from our stations in either of those markets, as a result of a ratings decline or other factors, could have a material adverse effect on our operations and financial condition. In addition, given the relatively high percentage of our net revenues and broadcast cash flow derived from the Miami and Philadelphia areas, adverse events or conditions that affect the economy of those markets could have a more adverse effect on our operating results than if our operations were more geographically diverse.

We may not be successful in consummating future acquisitions, an important element of our business strategy, which could significantly impair our future growth.

      Radio broadcasting is a rapidly consolidating industry, with many companies seeking to consummate acquisitions and increase their market share. In this environment, we compete and will continue to compete with many other buyers for the acquisition of radio stations. Our acquisition strategy is subject to a number of risks, including:

	•	competitors may be able to outbid us for acquisitions because they have greater financial resources;
	•	required regulatory approvals may result in unanticipated delays in completing acquisitions;
	•	we may fail to consummate our pending acquisitions;

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	•	acquired stations may not increase our broadcast cash flow or yield other anticipated benefits;

	•	we may not be successful in integrating acquisitions we may make; and
	•	we may be required to raise additional financing to consummate future acquisitions and that financing may not be available to us on acceptable terms.

      If we are unable to successfully identify and consummate future acquisitions in markets where we have the opportunity only to purchase additional stations permitted under applicable law, we could lose our ability to compete in those markets. Moreover, to the extent securities analysts and investors anticipate that we will continue to grow through acquisitions, and we do not do so, our stock price could decline, perhaps substantially.

Our Chairman of the Board and Chief Executive Officer effectively controls our company and members of his immediate family also own a substantial equity interest. Their interests may conflict with yours.

      Upon completion of the offering, George G. Beasley, our Chairman of the Board and Chief Executive Officer, will beneficially own      shares of our Class B common stock, representing approximately      % of the total voting power of all of our outstanding common stock (     % if the underwriters exercise their over-allotment option in full). Upon completion of the offering, Mr. Beasley and his immediate family will beneficially own      shares of our Class A common stock through employee stock options and      shares of our Class B common stock, representing approximately      % of the total voting power of all of our outstanding common stock ( % if the underwriters exercise their over-allotment option in full).

      Mr. Beasley generally is able to control the vote on all matters submitted to a vote of stockholders. Therefore, he is able to direct our management and policies, except with respect to those matters requiring a class vote under the provisions of our certificate of incorporation, bylaws or applicable law, including, without limitation, the election of two Class A directors. Without the approval of Mr. Beasley, we will be unable to consummate transactions involving an actual or potential change of control, including transactions in which you might otherwise receive a premium for your shares over then current market prices.

      Historically, we have entered into significant transactions with George G. Beasley, members of his immediate family and affiliated entities. See “Certain Transactions.” Some of these transactions will be in effect after completion of the offering. For example, before the offering, Beasley Broadcast Group owned a number of radio towers used in the operation of our stations. These towers and related real estate assets are being transferred to a company owned by George G. Beasley and members of his immediate family. We will lease these towers on a going-forward basis, and therefore these operating assets will not be under our direct control. Although we anticipate that future related party transactions will be on terms at least as favorable to us as could be obtained from unaffiliated parties, we cannot assure you that this will be the case.

We may incur substantial indebtedness, which may affect our cash flow and operations.

      We have the ability to incur indebtedness that is substantial in relation to our stockholders’ equity. As of September 30, 1999, giving effect to pending acquisitions and to this offering, we would have had approximately $      million in long-term indebtedness (including current portion) and stockholders’ equity of approximately $       million. Under our credit facility, we can currently borrow up to $150 million, subject to compliance with financial ratios and covenants. We intend to re-negotiate our credit facility to obtain additional borrowing capacity.

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      If we incur a substantial amount of indebtedness under our current or an amended credit facility, it could have several important consequences to the holders of Class A common stock, including, but not limited to, the following:

	•	a substantial portion of our cash flow from operations could be dedicated to debt service and would not be available for other purposes, including for funding future acquisitions and ongoing capital expenditures;
	•	our ability to obtain additional financing for working capital, capital expenditures, acquisitions and general corporate or other purposes could be impaired;
	•	our leveraged position and the covenants contained in our credit facility could limit our ability to compete, implement our acquisition strategy and make capital improvements;
	•	our level of indebtedness could make us more vulnerable to economic downturns, limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing business and economic conditions compared to less leveraged companies; and
	•	restrictive covenants contained in our credit facility could limit our ability to pay dividends and make other distributions to our stockholders.

The covenants in our existing credit facility restrict our financial and operational flexibility, which could have an adverse affect on our results of operations.

      Our existing credit facility contains covenants that restrict, among other things, our ability to borrow money, make particular types of investments or other restricted payments, swap or sell assets, issue equity or merge or consolidate. An event of default under our credit facility could allow the lenders to declare all amounts outstanding immediately due and payable. We have pledged substantially all of our combined assets and the stock of our subsidiaries to secure the debt under our credit facility. If the amounts outstanding under the credit facility were accelerated, the lenders could proceed against that collateral. Any event of default, therefore, could have a material adverse effect on our business.

      Our credit facility also requires us to maintain specified financial ratios. Our ability to meet these financial ratios can be affected by events beyond our control, and we cannot assure you that we will meet those ratios. We also may incur future debt obligations which might subject us to restrictive covenants that could affect our financial and operational flexibility or subject us to other events of default.

Our business depends on the efforts of key personnel and the loss of any one of them could have a material adverse effect on our business.

      Our business depends upon the continued efforts, abilities and expertise of our executive officers and other key employees including George G. Beasley, our Chairman of the Board and Chief Executive Officer, and members of his immediate family. Mr. Beasley is 67 years old. We believe that the unique combination of skills and experience possessed by these individuals would be difficult to replace and that the loss of any one of them could have a material adverse effect on us. These adverse effects could include the impairment of our ability to execute our acquisition and operating strategies.

We depend on our subsidiaries for cash flow. Our access to this cash flow is restricted, which could adversely affect our results of operations.

      After the reorganization described in this prospectus, we will operate as a holding company. All of our radio stations will be owned and operated by our indirect, wholly-owned subsidiaries. As a holding company, our only source of cash to pay our obligations, including corporate overhead and other trade payables, is from distributions from our subsidiaries. We currently expect that the net earnings and cash flow of our subsidiaries will be retained and used by them in their operations before distributions are made to us. Even if our subsidiaries elect to make distributions to us, applicable state law and contractual restrictions may not permit those dividends or distributions.

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Risks Relating to Our Industry

The radio broadcasting industry faces many unpredictable business risks that could have a material adverse effect on our future operations.

      Our future operations are subject to many business risks, including those risks that specifically influence the radio broadcasting industry, which could have a material adverse effect on our business including:

	•	economic conditions, both generally and relative to the radio broadcasting industry;
	•	shifts in population, demographics or audience tastes;
	•	the level of competition for advertising revenues with other radio stations, television stations and other entertainment and communications media;
	•	priorities of advertisers;
	•	fluctuations in operating costs;
	•	technological changes and innovations;
	•	changes in labor conditions;
	•	new laws, including proposals to eliminate the tax deductibility of certain expenses incurred by advertisers; and
	•	changes in governmental regulations and policies and actions of federal regulatory bodies, including the United States Department of Justice, the Federal Trade Commission and the Federal Communications Commission.

      Given the inherent unpredictability of these variables, we cannot predict what effect, if any, these variables will have on our future operations. Generally, advertising tends to decline during economic recession or downturn. Consequently, a recession or downturn in the United States economy, the economy of an individual geographic market in which we own or operate radio stations or other events or circumstances that adversely affect advertising activity would likely adversely affect our advertising revenues and therefore, our results of operations.

We must respond to the rapid changes in technology, standards and services that characterize our industry in order to remain competitive. Our inability to adapt could result in a material adverse affect on our operations.

      The radio broadcasting industry is subject to rapid technological change, evolving industry standards and the emergence of new media technologies and services. We cannot assure you that we will have the resources to acquire new technologies or to introduce new services that could compete with these new technologies. Several new media technologies and services are being developed or introduced, including the following:

	•	satellite-delivered audio radio service, which could result in the introduction of new satellite radio services with sound quality equivalent to that of compact discs;
	•	audio programming by cable systems, direct broadcast satellite systems, personal communications systems, Internet content providers and other digital audio broadcast formats;
	•	in-band on-channel digital radio, which could provide multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services; and
	•	microbroadcasting stations (low powered, limited coverage radio stations), which the FCC is considering authorizing.

      We cannot predict the effect, if any, that competition arising from new technologies or regulatory change may have on the radio broadcasting industry or on our company.

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We may have difficulty obtaining regulatory approval for acquisitions in our existing markets and, potentially, new markets, which may have an adverse effect on our results of operations.

      We must comply with extensive FCC regulations and policies in the ownership and operation of our radio stations. FCC regulations limit the number of radio stations that a licensee can own in a market, which could restrict our ability to consummate future transactions and in certain circumstances could require us to divest some radio stations. An important part of our growth strategy is the acquisition of additional radio stations. Radio station acquisitions will be subject to the approval of the FCC and, potentially, other regulatory authorities. After the passage of the Telecommunications Act of 1996, the U.S. Department of Justice has become more aggressive in reviewing proposed acquisitions of radio stations and radio station networks. The Justice Department is particularly aggressive when the proposed buyer already owns one or more radio stations in the market of the station it is seeking to buy. Recently, the Justice Department has challenged a number of radio broadcasting transactions. Some of those challenges ultimately resulted in consent decrees requiring, among other things, divestitures of certain stations. In general, the Justice Department has more closely scrutinized radio broadcasting acquisitions that result in local market shares in excess of 40% of radio advertising revenue. Similarly, as part of its general review of radio station acquisitions, the FCC has announced new procedures to review proposed radio broadcasting transactions even if the proposed acquisition otherwise complies with the FCC’s ownership limitations. In particular, the FCC may invite public comment on proposed radio transactions that the FCC believes, based on its initial analysis, may present ownership concentration concerns in a particular local radio market. Accordingly, we may not be able to complete all the acquisitions that we may agree to make.

We depend on federally issued licenses to operate our radio stations. A denial or delay in the issuance or renewal of any of our operating licenses could have an adverse affect on our results of operations.

      The radio broadcasting industry is subject to extensive regulation by the FCC under the Communications Act of 1934. We are required to obtain licenses from the FCC to operate our radio stations. Licenses are normally granted for a term of eight years and are renewable. Although the vast majority of FCC radio station licenses are routinely renewed, we cannot assure you that the FCC will approve our future renewal applications or that the renewals will not include conditions or qualifications. The non-renewal, or renewal with substantial conditions or modifications, of one or more of our licenses could have a material adverse effect on us. The FCC also requires radio stations to comply with certain technical requirements to limit interference between two or more radio stations. If the FCC relaxes these technical requirements, it could impair the signals transmitted by our radio stations and could have a material adverse effect on us. Moreover, these FCC regulations and others may change over time and those changes may have a material adverse effect on us.

Risks Relating to the Trading Market for our Class A Common Stock

Future sales of our Class A common stock could adversely affect its market price.

      The market price for our Class A common stock could fall substantially if our stockholders who hold restricted shares of common stock sell large amounts of shares of Class A common stock in the public market following this offering. These sales, or the possibility that these sales may occur, could make it more difficult for us to sell equity or equity related securities in the future. These sales in the public market are limited by restrictions under federal securities law and by lock-up agreements that we, our directors and officers and members of our senior management have agreed to enter into with the underwriters. With some exceptions, the lock-up agreements restrict us, our directors and officers and some of our existing stockholders, from selling or otherwise disposing of any shares for a period of 180 days after the date of this prospectus without the prior written consent of Credit Suisse First Boston Corporation.

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      As of the date of this prospectus, we have              outstanding shares of Class A common stock and outstanding shares of Class B common stock, not including the shares of Class A common stock being sold in the offering. All of the shares outstanding before the offering are restricted securities and will become eligible for sale in the public market under Rule 144 no sooner than one year from the date of our corporate reorganization.

It may be difficult to take over our company and that could adversely affect the price of our Class A common stock.

      George G. Beasley effectively controls the decision whether a change of control will occur. Moreover, some provisions of our certificate of incorporation, by-laws and Delaware law could make it more difficult for a third party to acquire control of us, even if a change of control could be beneficial to you. In addition, the Communications Act and FCC rules and policies limit the number of stations that one individual or entity can own (directly or by attribution) in a market and require FCC approval for transfers of control of FCC licensees and assignments of FCC licenses. These provisions and regulations could also adversely affect our Class A common stock price.

There may not be an active market for our Class A common stock, making it difficult for you to sell your stock.

      This is our initial public offering, which means that there is no current market for our Class A common stock. We cannot assure you that after this offering our stock will be traded actively. An illiquid market for our stock may result in price volatility and poor execution of buy and sell orders for investors. The initial public offering price may bear no relationship to the price at which the Class A common stock will trade upon completion of this offering.

      Historically, stock prices and trading volumes for newly public companies fluctuate widely for a number of reasons, including some reasons that may be unrelated to their businesses or results of operations. This market volatility could depress the price of our Class A common stock without regard to our operating performance. In addition, our operating results may be below the expectations of public market analysts and investors. If this were to occur, the market price of our common stock could decrease, perhaps significantly.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      Information included in this prospectus may contain forward-looking statements. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future results and events. We generally use the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “will” and similar expressions to identify forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors, some of which are beyond our control, that could cause actual results to differ materially from those forecast or anticipated in the forward-looking statements.

      These risks, uncertainties and factors include, but are not limited to:

	•	the highly competitive nature of, and uncertain effect of new technologies on, the radio broadcasting industry;
	•	the risks associated with our acquisition strategy;
	•	our continued control by George G. Beasley and members of his immediate family;
	•	our vulnerability to changes in federal legislation or regulatory policy; and
	•	the other factors described in “Risk Factors.”

      You should not place undue reliance on these forward-looking statements, which reflect our view only as of the date of this prospectus. Except as required by law, we undertake no obligation to update these statements or publicly release the result of any revisions to these statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

USE OF PROCEEDS

      The net proceeds to us from the sale of the       shares of Class A common stock offered by this prospectus at an assumed public offering price of $     per share are estimated to be $           million ($      million assuming the underwriters exercise their over-allotment option in full), after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

      We estimate that we will use $           million of proceeds from the offering to reduce borrowings outstanding under our credit facility and approximately $      million of the net proceeds from the offering to repay the indebtedness owed to our Chairman and Chief Executive Officer, George G. Beasley, and affiliated companies.

      As of September 30, 1999, giving effect to the Atlanta and Augusta acquisitions, the repayment of all indebtedness owed to Mr. Beasley and affiliated companies and the application of a portion of the net proceeds from the offering to reduce borrowings outstanding under the credit facility, we would have had an outstanding balance under our credit facility of approximately $           million and availability under the credit facility of $      million for future acquisitions and other corporate purposes. On September 30, 1999, the weighted average annual interest rate applicable to our credit facility was approximately 7.56%. The credit facility expires on December 31, 2006.

      The indebtedness owed to Mr. Beasley and affiliated companies bears interest at a weighted average annual interest rate of      % and matures at various times between the date of this prospectus and 2004. For a more detailed description of the indebtedness owed to Mr. Beasley and affiliated companies, see “Certain Transactions.”

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CORPORATE REORGANIZATION

      We are currently comprised of a series of subchapter S corporations, a general partnership and a series of limited partnerships. The subchapter S corporations and the general partnership hold the operating assets of our radio stations and the limited partnerships hold the FCC licenses for our radio stations. The subchapter S corporations and partnerships are flow-through entities for federal and some state and local income tax purposes. As a result, our combined net income for federal and some state and local income tax purposes has been reported by and taxed directly to our equity holders, rather than to us. In connection with this offering, we will terminate our subchapter S corporation status, and, we will become subject to federal and applicable state and local corporate income tax as a subchapter C corporation.

      Immediately before the offering, the various entities comprising our business will become indirect, wholly-owned subsidiaries of Beasley Broadcast Group, Inc. To effect this corporate reorganization:

	•	George G. Beasley and members of his immediate family will contribute their equity interests in those entities to Beasley Broadcast Group in exchange for shares of Class B common stock of Beasley Broadcast Group, the newly formed subchapter C corporation that is making this offering;
	•	George G. Beasley, who owns a 0.25% limited partnership interest in each of the limited partnerships that hold the FCC licenses for our radio stations, will contribute his limited partnership interests to Beasley Broadcast Group in exchange for shares of Class B common stock of Beasley Broadcast Group; and
	•	two of our general managers will contribute their equity interests in two of the entities to Beasley Broadcast Group in exchange for shares of Class A common stock of Beasley Broadcast Group.

      Immediately after these contribution transactions, Beasley Broadcast Group in turn will contribute the capital stock and partnership interests it acquired to Beasley Mezzanine Holdings, L.L.C., in exchange for all the membership interests in Beasley Mezzanine Holdings, L.L.C. As a result, Beasley Mezzanine Holdings, L.L.C. will become a wholly-owned subsidiary of Beasley Broadcast Group, and our radio station assets will be owned by a series of wholly-owned subsidiaries of Beasley Mezzanine Holdings, L.L.C. For more information about our principal stockholders after the reorganization, see “Principal Stockholders.”

DIVIDEND POLICY

      From time to time, the various subchapter S corporations and partnerships comprising Beasley Broadcast Group have made cash distributions to their equity holders. Following the offering, as a public company, we expect to retain our future earnings, if any, for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Moreover, our credit facility restricts our ability to pay dividends. Any future indebtedness we incur may further restrict or prohibit our ability to pay dividends.

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DILUTION

      Purchasers of the Class A common stock offered by this prospectus will suffer an immediate and substantial dilution in net tangible book value per share. Dilution is the amount by which the initial public offering price paid by the purchasers of the shares of Class A common stock will exceed the net tangible book value per share of common stock after the offering. The net tangible book value per share of common stock is determined by subtracting total liabilities from the total book value of the tangible assets and dividing the difference by the number of shares of common stock deemed to be outstanding on the date the book value is determined. As of September 30, 1999, we had a pro forma tangible book value of $     or $     per share after giving effect to the completed and pending acquisitions and corporate reorganization described elsewhere in this prospectus, but excluding this offering. Assuming the sale of      shares at an initial public offering price of $ per share and deducting the underwriting discounts and commissions and estimated offering expenses, our pro forma tangible book value as of September 30, 1999 would have been $     or $     per share. This represents an immediate increase in pro forma net tangible book value to existing stockholders of $     per share and an immediate dilution to new investors of $     per share. The following table illustrates this per share dilution:

      The following table summarizes, on an as adjusted basis as of September 30, 1999, the number of shares of common stock purchased from us, the estimated value of the total consideration paid for or attributed to such common stock, and the average price per share paid by or attributable to existing stockholders and the new investors purchasing shares in this offering at an initial offering price of $     per share.

      As of      there were outstanding options to purchase an additional      shares of Class A common stock at an exercise price of $     per share. To the extent these options are exercised, there may be further dilution to new investors.

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CAPITALIZATION

      The following table sets forth our capitalization as of September 30, 1999:

	•	on an actual combined basis; and
	•	on an as adjusted basis giving effect to the corporate reorganization, the pending acquisitions and the application of the anticipated net proceeds from this offering at an assumed public offering price of $     per share.

      This table should be read in conjunction with the combined financial statements and the related notes included elsewhere in this prospectus. You should also refer to “Use of Proceeds,” “Corporate Reorganization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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RECENTLY COMPLETED AND PENDING TRANSACTIONS

      Since January 1, 1998, we have acquired or agreed to acquire seven radio stations and have sold two radio stations. The information below provides a brief description of each of our recently completed and pending radio station acquisitions and dispositions.

Recently Completed Transactions

      Ft. Myers, Florida Acquisitions. In February 1998, we acquired WJST-FM for approximately $5 million and WJBX-FM for approximately $6 million.

      Philadelphia, Pennsylvania Acquisition. In December 1998, we acquired WTMR-AM for approximately $8 million.

      Dillon, South Carolina Dispositions. In October 1997, we sold WEGX-FM and WDSC-AM for $3.5 million in cash and used the proceeds as part of the purchase price for our February 1998 acquisition of WJBX-FM.

      Little Rock, Arkansas Disposition. In November 1998, we sold KAAY-AM for $5 million in cash and used the proceeds as part of the purchase price for our December 1998 acquisition of WTMR-AM.

      Fayetteville, North Carolina Disposition. In August 1998, we sold WEWO-AM for approximately $150,000.

Pending Acquisitions

      Atlanta, Georgia Acquisitions. In August 1999, we entered into an agreement to acquire WAEC-AM and WWWE-AM for approximately $10 million.

      Augusta, Georgia Acquisitions. In September 1999, we entered into an agreement to acquire WRFN-FM and WRDW-AM for approximately $800,000. A petition to deny the application to transfer control of the broadcast license has been filed with the FCC. The petition to deny alleges that an existing shareholder has a greater percentage interest in the selling entity than has been reported to the FCC and requests that the FCC deny the proposed assignment of the broadcast licenses to us. Timing of the resolution of this petition to deny is uncertain, and therefore we do not know when or if this transaction will close.

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INFORMATION ABOUT STATION AND MARKET DATA

      For this prospectus:

	•	We derived our 1998 market revenue share and 1998 market revenue rank data from Miller, Kaplan, Arase & Co. (December 1998 ed.).
	•	We derived our 1998 market rank by radio revenue from Duncan’s Radio Market Guide (1999 ed.).
	•	We derived our market revenue growth from Miller, Kaplan, Arase & Co. (September 1999 ed.), as adjusted to reflect our completed transactions and our pending acquisitions.
	•	We derived our radio market average annual revenue growth from Miller, Kaplan, Arase & Co., (December 1995, December 1996, December 1997 and December 1998 eds.) and, when information was not available from Miller, Kaplan, we used Duncan’s Radio Market Guide (1999 ed.).
	•	We derived audience share and audience rank in target demographic data from surveys of persons, listening Monday through Sunday, 6 a.m. to 12  midnight, in the indicated demographic, as set forth in the Spring 1999 Radio Market Report published by The Arbitron Ratings Company.
	•	We derived viable station data for each market from Duncan’s Radio Market Guide (1999 ed.). Duncan’s defines viable stations as           .
	•	We present radio station data assuming the completion of our pending acquisitions.

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SELECTED HISTORICAL COMBINED FINANCIAL DATA

      We have derived the selected historical combined financial information presented below under the caption “Operating Data” from our historical combined financial statements for each of the years in the five-year period ended December 31, 1998, which have been audited by KPMG LLP, independent certified accountants, and for the nine months ended September 30, 1998 and 1999. The financial information for the nine months ended September 30, 1998 and 1999 is unaudited, but in our opinion reflects all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the financial information. Operating results for the nine months ended September 30, 1998 and 1999 are not necessarily indicative of the results that may be expected for the year ending December 31, 1999. Our selected historical combined financial data should be read in conjunction with the information set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as with our combined financial statements and related notes, included elsewhere in this prospectus.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

      You should read the following discussion together with the financial statements and related notes included elsewhere in this prospectus. The results discussed below are not necessarily indicative of the results to be expected in any future periods. This discussion contains forward-looking statements. See “Special Note Regarding Forward-Looking Statements” for further information about forward-looking statements.

General

      A radio broadcasting company derives its revenues primarily from the sale of broadcasting time to local and national advertisers. The advertising rates that a radio station is able to charge and the number of advertisements that can be broadcast without jeopardizing listener levels largely determine those revenues. Advertising rates are primarily based on three factors:

	•	a radio station’s audience share in the demographic groups targeted by advertisers, as measured principally by quarterly reports issued by The Arbitron Ratings Company;
	•	the number of radio stations in the market competing for the same demographic groups; and
	•	the supply of and demand for radio advertising time.

      For the nine months ended September 30, 1999, we generated 72.9% of our revenues from local advertising, which is sold primarily by each individual local radio station’s sales staff, and 19.5% from national spot advertising, which is sold by independent advertising sales representatives. We generated the balance of our revenues principally from promotional events and network advertising.

      We include revenues recognized under a time brokerage agreement or similar sales agreement for radio stations operated by us before acquiring the radio stations in net revenues, while we reflect operating expenses associated with these radio stations in station operating expenses. Consequently, there is no difference in the method of revenue and operating expense recognition between a radio station operated by us under a time brokerage agreement or similar sales agreement and a radio station owned and operated by us. For the periods discussed below, revenues and operating expenses under time brokerage agreements or similar sales agreements were not material for years subsequent to 1996. Since 1997, we have not operated any stations under time brokerage agreements or other similar sales agreements.

      Several factors may adversely affect a radio broadcasting company’s performance in any given period. In the radio broadcasting industry, seasonal revenue fluctuations are common and are due primarily to variations in advertising expenditures by local and national advertisers. Typically, revenues are lowest in the first calendar quarter of the year. We generally incur advertising and promotional expenses to increase “listenership” and Arbitron ratings. However, because Arbitron reports ratings quarterly in most of our markets, any increased ratings, and therefore increased advertising revenues, tend to lag behind the incurrence of advertising and promotional spending.

      In the broadcasting industry, radio stations often utilize trade or barter agreements to reduce expenses by exchanging advertising time for goods or services. In order to maximize cash revenue from our spot inventory, we minimize our use of trade agreements and during the past five years have held barter revenues under 5% of our gross revenues and barter related broadcast cash flow under 3% of our broadcast cash flow.

      We calculate “same station” growth by comparing the performance of radio stations operated by us at the end of a relevant period to the performance of those same stations (whether or not operated by us) in the prior year’s corresponding period, excluding the effect of barter revenues and expenses. Same station broadcast cash flow margin is the broadcast cash flow margin of the radio stations included in our same station calculations. For purposes of the following discussion, pro forma net

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Results of Operations

      After this offering, several factors are expected to affect our results of operations that have not affected our results of operations during the nine months ended September 30, 1999 or the three years ended December 31, 1998. First, before the completion of the offering, we expect to grant options to purchase Class A common stock to members of our senior management team and other key employees. The exercise price of these options has not yet been determined. However, to the extent that the exercise price is below the estimated per share public offering price of the Class A common stock, we may be required to amortize the difference between the exercise price and the estimated per share offering price as non-cash compensation expense over the vesting period of the options. Second, before the completion of the offering, we expect to redeem, for cash, equity appreciation rights previously granted to some of our station managers, as we do not believe this form of compensation is well-suited to public companies. In connection with this redemption, we expect to record an expense of approximately $430,000 in the fourth quarter of 1999 and approximately $1.2 million in the first quarter of 2000 when the contingencies are resolved. Finally, corporate general and administrative expenses are likely to increase as we incur the additional reporting and compliance costs of operating as a public company.

  Nine Months Ended September 30, 1999 Compared to Nine Months Ended September 30, 1998

      Net Revenue. Net revenue increased 13.0% to $67.5 million for the nine months ended September 30, 1999 from $59.7 million for the comparable 1998 period. The increase was mainly attributable to revenue growth at most of our radio stations, especially in the Miami market. This growth resulted primarily from improved selling efforts and radio advertising market growth. In addition, approximately $1.4 million of the increase was attributable to the inclusion, during the entire period, of operating results from the stations acquired in 1998. On a same station basis, net revenues increased 12.3% to $64.3 million for the nine months ended September 30, 1999 from $57.2 million for the comparable 1998 period.

      Station Operating Expenses. Station operating expenses increased 12.9% to $49.4 million for the nine months ended September 30, 1999 from $43.7 million for the comparable 1998 period. The increase was mainly attributable to the introduction of additional news programming at WWDB-FM, in Philadelphia, and increased rights fees associated with our contracts to broadcast Miami sports teams. In addition, approximately $552,000 of the increase was attributable to the inclusion, during the entire period, of operating results from the stations we acquired in 1998. On a same station basis, station operating expenses increased 10.8% to $45.7 million for the nine months ended September 30, 1999 from $41.3 million for the comparable 1998 period.

      Corporate General and Administrative Expenses. Corporate general and administrative expenses remained constant at $1.9 million for the nine months ended September 30, 1999 and September 30, 1998.

      Depreciation and Amortization. Depreciation and amortization decreased 2.2% to $11.1 million for the nine months ended September 30, 1999 from $11.3 million for the comparable 1998 period. The decrease was attributable to the net impact of divestitures and acquisitions of radio stations completed during the periods.

      Loss on Committed Contracts. In the third quarter of 1999, we accrued a loss of $5.7 million as a result of a write-down of the sports broadcasting rights contracts at WQAM-AM in Miami. This write-down was based on management’s estimate of projected revenues and expenses over the

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      Interest Expense. Interest expense decreased 2.8% to $10.0 million for the nine months ended September 30, 1999 from $10.3 million for the comparable 1998 period. The decrease was attributable to a reduction in interest rates for the period, partially offset by a higher debt balance.

      Broadcast Cash Flow. Broadcast cash flow increased 13.3% to $18.1 million for the nine months ended September 30, 1999 from $16.0 million for the comparable 1998 period. The increase was mainly attributable to revenue growth at most of our radio stations, partially offset by increased operating expenses. In addition, approximately $839,000 of the increase was attributable to the inclusion, during the entire period, of operating results from the stations acquired in 1998. On a same station basis, broadcast cash flow increased 16.2% to $18.6 million for the nine months ended September 30, 1999 from $16.0 million for the comparable 1998 period.

      Income (Loss) Before Pro Forma Income Taxes. Loss before income taxes increased 28.5% to $9.8 million for the nine months ended September 30, 1999 from a $7.6 million loss for the comparable 1998 period. The increased loss was mainly attributable to the loss on committed contracts accrued on the sports broadcasting rights contracts in Miami.

      Pro Forma Net Income (Loss). Pro forma net loss increased 28.3% to $6.0 million for the nine months ended September 30, 1999 from a $4.7 million loss for the comparable 1998 period. The increased loss was mainly attributable to the loss on committed contracts accrued on the sports broadcast rights contracts in Miami and takes into account pro forma income taxes (benefits) as if we had been a C corporation for both periods.

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

      Net Revenue. Net revenue increased 10.5% to $81.4 million for 1998 from $73.7 million for 1997. Approximately $6.8 million of the increase was attributable to the inclusion, during the entire period, of operating results from the stations acquired in 1998. The increase was also attributable to revenue growth at some of our radio stations, especially in the Miami market. On a same station basis, net revenues increased 10.5% to $77.8 million for 1998 from $70.4 million for 1997.

      Station Operating Expenses. Station operating expenses increased 11.6% to $59.1 million for 1998 from $52.9 million for 1997. Approximately $5.9 million of the increase was attributable to the inclusion during the entire period of operating results from the radio stations acquired in 1997. The increase was also attributable to the introduction of additional news programming at WWDB-FM, in Philadelphia, as well as to increased rights fees associated with our contracts to broadcast Miami sports teams, and the addition of Neil Rodgers, a top ranked personality in Miami to our programming line-up at WQAM-AM. On a same station basis, station operating expenses increased 11.8% to $54.9 million for 1998 from $49.1 million for 1997.

      Corporate General and Administrative Expenses. Corporate general and administrative expenses increased 21.6% to $2.5 million for 1998 from $2.1 million for 1997. The increase was mainly attributable to higher administrative expenses associated with supporting our growth.

      Depreciation and Amortization. Depreciation and amortization increased 14.8% to $15.3 million for 1998 from $13.3 million for 1997. The increase was mainly attributable to radio station acquisitions in 1998.

      Interest Expense. Interest expense remained constant at $13.6 million for 1998 and 1997. This was attributable to a reduction in the interest rate charged on our credit facility as a result of more favorable terms, offset by a higher debt balance due to borrowings to fund acquisitions.

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      Broadcast Cash Flow. Broadcast cash flow increased 7.7% to $22.4 million for 1998 from $20.8 million for 1997. Approximately $909,000 of the increase was attributable to the inclusion, during the entire period, of operating results from the stations acquired in 1997. The increase was also attributable to revenue growth at most of our radio stations. On a same station basis, broadcast cash flow increased 7.6% to $22.9 million for 1998 from $21.3 million for 1997.

      Gain (Loss) on Sale of Radio Stations. We recognized a gain on sale of radio stations of $4.0 million for 1998 primarily as a result of the sale of two radio stations, KAAY-AM and WEWO-AM, for a total of $5.15 million. In 1997, we sold WDAS-AM/ FM for $100 million, for which we recognized a gain of $82.1 million.

      Income (Loss) Before Pro Forma Income Taxes. We experienced a loss before pro forma income taxes of $4.8 million for 1998 versus income of $69.3 million for 1997. The difference between 1998 and 1997 is mainly attributable to the recognition of an $82.1 million gain on sale of radio stations in 1997. Excluding gains on sales of radio stations, loss before pro forma income taxes would have been $8.8 million for 1998 and $12.8 million for 1997.

      Pro Forma Net Income (Loss). Pro forma net loss for 1998 was $3.0 million compared to pro forma net income of $42.5 million for 1997. The change was mainly attributable to the reduction of the gain on the sale of radio stations and taking into account pro forma income taxes (benefits).

Year Ended December 31, 1997 Compared to Year Ended December 31, 1996

      Net Revenue. Net revenue increased 18.1% to $73.7 million for 1997 from $62.4 million for 1996. The increase was partly attributable to revenue growth at some of our radio stations, especially in the Miami market, partially offset by a decline in revenues from the Philadelphia market. In addition, approximately $8.3 million of the increase was attributable to the inclusion, during the entire period, of operating results from the stations acquired in 1996. On a same station basis, net revenues increased 15.0% to $68.0 million for 1997 from $59.2 million for 1996.

      Station Operating Expenses. Station operating expenses increased 25.6% to $52.9 million for 1997 from $42.1 million for 1996. Approximately $5.2 million of the increase was attributable to the inclusion, during the entire period, of operating results from the stations acquired in 1996. The increase was also attributable to the addition of our contracts to broadcast Miami sports teams. On a same station basis, station operating expenses increased 28.0% to $47.8 million for 1997 from $37.3 million for 1996.

      Corporate General and Administrative Expenses. Corporate general and administrative expenses decreased 8.0% to $2.1 million for 1997 from $2.2 million for 1996.

      Depreciation and Amortization. Depreciation and amortization increased 69.4% to $13.3 million for 1997 from $7.9 million for 1996. The increase was mainly attributable to the radio station acquisitions in 1997.

      Impairment Loss on Long-Lived Assets. In 1997, we recognized an impairment loss on long-lived assets of $4.1 million, resulting from a write down of our building in the Los Angeles area during that period.

      Interest Expense. Interest expense increased 45.7% to $13.6 million for 1997 from $9.3 million for the 1996. This increase was primarily attributable to an increase in borrowings to finance acquisitions.

      Broadcast Cash Flow. Broadcast cash flow increased 8.3% to $20.8 million for 1997 from $19.2 million for 1996. Approximately $3.1 million of the increase was attributable to the inclusion, during the entire period, of operating results from the stations acquired in 1997. The increase was

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      Gain (Loss) on Sale of Radio Stations. Net gain on sale of radio stations was $82.1 million for 1997, which was mainly attributable to the sale of WDAS-AM/ FM for $100 million in 1997.

      Income (Loss) Before Pro forma Income Taxes. Income before pro forma income taxes was $69.3 million for 1997 versus $15.6 million in 1996. The increase was mainly attributable to the gain on sale of WDAS-FM.

      Pro forma Net Income (Loss). Pro forma net income was $42.5 million for 1997 versus $9.5 million for 1996, which was mainly attributable to the gain on sale of WDAS-FM.

Liquidity and Capital Resources

      Overview. Historically, we have used a significant portion of our liquidity to consummate acquisitions. These acquisitions have been funded from one or a combination of the following sources: (1) our credit facility, (2) swapping our radio stations in transactions which are intended to qualify as “like-kind” exchanges under Section 1031 of the Internal Revenue Code, (3) internally-generated cash flow and (4) advances to us from George G. Beasley, members of his family and affiliated entities. Other liquidity needs have been for debt service, working capital, distributions to equity holders and general corporate purposes, including capital expenditures. Giving effect to the Atlanta and Augusta acquisitions, but without taking into account any other potential acquisitions, we believe that our debt service and capital expenditure requirements within the next twelve months will include approximately $10.3 million for interest on our credit facility and approximately $4.1 million for capital expenditures.

      We intend to use approximately $          of the net proceeds from this offering to pay down debt on our credit facility, increasing the availability of cash to fund future acquisitions and other general corporate purposes. We will also use approximately $      million of the proceeds of this offering to repay the indebtedness owed to our Chairman and Chief Executive Officer, George G. Beasley, and affiliated companies.

      As of September 30, 1999, we held $5.8 million in cash and cash equivalents and had $24.8 million in availability under our credit facility. We have two pending acquisitions with an aggregate purchase price of $10.8 million. We believe that the cash available from operations as well as the availability from our credit facility should be sufficient to permit us to meet our financial obligations for the next twelve months. Under our credit facility, we can currently borrow up to $150 million, subject to compliance with financial ratios and covenants. We intend to re-negotiate our credit facility to obtain additional borrowing capacity.

      Net Cash Provided by (Used in) Operations. Net cash flows provided by operating activities were $7.4 million and $5.1 million for the nine months ended September 30, 1999 and September 30, 1998. Net cash flows provided by operating activities were $4.9 million, $1.6 million and $5.3 million for fiscal years ended 1998, 1997 and 1996, respectively.

      Net Cash Provided by (Used in) Investing Activities. Net cash flows used in investing activities were $2.0 million and $9.4 million for the nine months ended September 30, 1999 and September 30, 1998. Net cash flows provided by (used in) investing activities were ($12.5) million, $18.9 million and ($66.3) million for fiscal years 1998, 1997, and 1996 respectively. These cash flows represent the acquisitions and divestitures that we consummated in the relevant periods.

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      Net Cash Provided by (Used in) Financing Activities. Net cash flows used in financing activities were $4.4 million and $695,000 for the nine months ended September 30, 1999 and 1998. Net cash flows provided by (used in) financing activities were $4.7 million, ($17.1) million and $63.2 million for fiscal years ended 1998, 1997 and 1996 respectively. The decreases in 1999 and 1997 are due to stockholder distributions. The increases in 1998 and 1996 reflect additional borrowings on indebtedness.

      Credit Facility. On August 11, 1999, we entered into an amendment to our credit agreement allowing for revolving loan and letter of credit borrowings up to a maximum of $150.0 million. Pursuant to the agreement, the maximum amount will begin to reduce quarterly on September 30, 2000. At September 30, 1999, we had $124.7 million outstanding under the credit facility. After this offering, we will have approximately $ outstanding under the credit facility. At September 30, 1999, the weighted average annual interest rate applicable to our credit facility was approximately 7.56%.

      We must pay, on a quarterly basis, an unused commitment fee of 0.5% multiplied by the average of the daily excess of the maximum revolving loan commitment over the outstanding principal balance and letter of credit usage for the preceding quarter.

      The current credit facility prohibits us from paying cash dividends and restricts our ability to make other distributions with respect to our capital stock. The credit facility also contains other customary restrictive covenants that limit our ability to incur additional indebtedness and liens, enter into certain investments or joint ventures, consolidate, merge or effect asset sales, make overhead expenditures, enter sale and lease-back transactions, sell or discount accounts receivable, enter into transactions with affiliates or stockholders, sell, assign, pledge, encumber or dispose of capital stock or change the nature of our business. We are also required to satisfy financial covenants, which require us to maintain specified financial ratios and to comply with financial tests, such as ratios for minimum interest coverage, minimum fixed charges and maximum total debt, including:

	•	Minimum Interest Coverage Test. The minimum interest coverage test prohibits us from having a ratio of combined operating cash flow to cash interest expense for any four consecutive quarters of less than 2.00x.
	•	Minimum Fixed Charges Test. The minimum fixed charges test prohibits us from having a ratio of combined operating cash flow to combined fixed charges for any four consecutive quarters of less than 1.10x.
	•	Maximum Total Debt Test. The maximum total debt test prohibits us from having a ratio of combined total debt as of the last day of any fiscal quarter to combined operating cash flow for the four consecutive quarters ending as of the last day of that quarter of greater than 5.75x for the period through June 30, 2000. For the period of July 1, 2000 through December 31, 2001, the required maximum ratio is 5.5x. For each twelve-month period after December  31, 2001, the maximum ratio shall decrease by 0.5x. For all periods after January 1, 2005, the maximum ratio is 3.5x.

      Pending Acquisitions and Dispositions. The total cash required to fund our pending acquisitions in Atlanta and Augusta is expected to be approximately $10.8 million. The consummation of the pending transactions is subject to certain conditions, including the approval of the FCC. Although we believe these closing conditions are customary for transactions of this type, there can be no assurance that such conditions will be satisfied. Additionally, a petition to deny the assignment application for the pending acquisitions in Augusta was filed with the FCC on November 5, 1999. We do not know what, if any, impact this petition will have on the pending acquisition. See “Recently Completed and Pending Transactions” for a description of the pending acquisitions.

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      Qualitative and Quantitative Disclosures about Market Risk . Market risk is the risk of loss arising from adverse changes in market rates and prices such as interest rates, foreign currency exchange rate and commodity prices. Our primary exposure to market risk is interest rate risk associated with our credit facility. Amounts borrowed under the credit facility incur interest at the London Interbank Offered Rate, or LIBOR, plus additional basis points depending on the outstanding principal balance under the credit facility. As of September 30, 1999, $124.7 million was outstanding under our credit facility. We evaluate our exposure to interest rate risk by monitoring changes in interest rates in the market place.

      To manage interest rate risk, we have entered into several interest rate swap and collar agreements. As of September 30, 1999, the notional outstanding amount was $70 million and the notional amount upon maturity of these swaps and collars is expected to be approximately $70 million. Notional amounts are used to calculate the contractual payments to be exchanged under the contract.

      Our various agreements to hedge against the potential impact of increases in interest rates on the revolving credit loan follow:

      The scheduled reductions of the revised maximum commitment of the revolving credit line for the next five years and thereafter are as follows:

Recent Pronouncements

      In June 1998, the FASB issued SFAS No. 133 entitled “Accounting for Derivative Instruments and Hedging Activities,” which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as “derivatives”), and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. In June 1999, the FASB issued SFAS No. 137 which extends the effective date of SFAS No. 133 to fiscal quarters of fiscal years beginning

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Impact of Year 2000 Issues

      We rely, directly and indirectly, on information technology systems to operate our radio stations, provide our radio stations with programming, up-to-date news and other information and perform a variety of administrative services including accounting, financial reporting, advertiser spot scheduling, payroll and invoicing. Most of these information technology systems, such as CBSI, DARTS, and Ultipro, are standard commercial software products used both throughout the radio broadcasting industry and in other industries. We also use non-information technology systems, such as microchips for dating and other automated functions. All of these technology systems could potentially be affected by year 2000 issues.

      In order to minimize the risk of year 2000 related losses, we have conducted a comprehensive assessment of our year 2000 issues. This assessment consists of (1) an analysis of all of the information and non-information technology systems that we use, including discussions with the chief engineer of each of our radio stations, requiring them to evaluate their respective radio station’s preparedness for year 2000 issues and (2) an inquiry as to the year 2000 status of third parties material to our operations.

      We have received confirmation from each supplier that provided or manufactured a material information or non-information technology system used by us that the system is year 2000 compliant.

      We believe that it is difficult to fully assess the risks of the year 2000 problem due to the numerous uncertainties surrounding the issue, including:

	•	the preventive measures being taken in response to our assessment;
	•	the relatively small degree to which the radio broadcasting industry, as compared to other industries, depends on older large computer systems or interfaces with third party computer systems;
	•	the fact that most of our automated administrative services can, if needed, be performed manually; and
	•	the fact that most of our radio stations are equipped with emergency power systems.

      We believe that the primary risks are external to us and relate to the year 2000 readiness of our third party suppliers. The inability of third party suppliers to adequately address the year 2000 issues on a timely basis could result in a material financial risk, including loss of revenue, substantial unanticipated costs and service interruptions.

      We are currently completing our year 2000 remediation efforts and we are developing a contingency plan for dealing with year 2000 issues caused by systems external to us. We are using the same plan as we use for a major weather catastrophe, ensuring that we have generators at each site in case of power outages, requiring an engineer and programming personnel to be on duty and purchasing sufficient operating supplies for a period of time. Since most of the year 2000 compliance achieved by us to date has been done through the normal upgrading process, separate costs have not been allocated to the year 2000 issue. Based on our experience to date, we estimate that the remaining costs to respond to the year 2000 issues will not exceed $25,000, bringing our total cost to respond to the year 2000 issue to approximately $56,000. All of these costs will be expensed as incurred.

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BUSINESS

Overview

      We were founded in 1961 and are the 16th largest radio broadcasting company in the United States based on 1998 gross revenues. After giving effect to pending acquisitions in Atlanta and Augusta, we will own and operate 32 stations, 21 FM and 11 AM, located in seven large and midsized markets in the eastern United States. Nine of these stations are located in three of the nation’s top 12 radio markets: Atlanta, Philadelphia and Miami. Our station groups rank among the first or second largest clusters, based on gross revenues, in five of our seven markets and, collectively, our radio stations reach approximately three million people on a weekly basis. For the twelve months ended September 30, 1999, giving effect to acquisitions and dispositions completed during the period as well as to our pending acquisitions in Atlanta and Augusta, we had net revenues of $90.6 million and broadcast cash flow of $25.3 million.

      We seek to maximize revenues and broadcast cash flow by acquiring and operating clusters of stations in high-growth large and midsized markets located primarily in the eastern United States. We have assembled groups of five or more stations in four of our markets, and our radio stations program a variety of formats, including urban, contemporary hit radio and country, which target the demographic groups in each market that we consider the most attractive to our advertisers. The combination of our market clusters and our advertising, sales and programming expertise has enabled us to achieve strong same station revenue and broadcast cash flow growth demonstrated as follows:

	•	same station net revenues increased 12.3% for the nine months ended September  30, 1999 compared to the same period in 1998;
	•	same station broadcast cash flow increased 16.2 for the nine months ended September 30, 1999 compared to the same period in 1998; and
	•	same station after tax cash flow, pro forma for the termination of our subchapter S corporation status, increased 41.1% for the nine months ended September 30, 1999 compared to the same period in 1998.

      For the periods presented above, we calculate same station results by comparing the performance of radio stations operated by us at September 30, 1999 to the performance of those same stations (whether or not operated by us) in the corresponding period of the prior year, excluding the effect of barter revenues and expenses. Same station results exclude the Atlanta and Augusta radio stations we have agreed to acquire.

      We are led by our Chairman and Chief Executive Officer, George G. Beasley, who has over 35 years of experience in the radio broadcasting industry. Under Mr. Beasley’s guidance, excluding the stations that we currently own, we have acquired and disposed of a total of 52 radio stations, including stations in Los Angeles, Chicago, New Orleans, Orlando and Cleveland. We acquired these 52 stations for an aggregate acquisition price of approximately $168.0 million and the total consideration that we received upon disposition was valued at approximately $346.1 million. Mr. Beasley is supported by a management team with an average of 16 years of experience in the radio broadcasting industry. Mr. Beasley and our management team have established a track record of acquiring and operating a substantial portfolio of well run radio stations and, in several instances, have demonstrated the ability to reposition and turn around under-performing stations. We believe that we are well positioned to continue to realize cash flow growth from our existing stations and to acquire and operate new radio stations in both existing and new markets with positive demographic trends and growth characteristics.

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Operating Strategy

      The principal components of our operating strategy are to:

	•	Develop Market-Leading Clusters. We seek to secure and maintain a leadership position in the markets we serve by creating clusters of multiple stations in each of our markets. Our station groups rank among the first or second largest clusters, based on gross revenues, in five of our seven markets. We operate our stations in clusters to capture a variety of demographic listener groups, which enhances our stations’ appeal to a wide range of advertisers. In addition, we have been able to achieve operating efficiencies by strategically aligning our sales and promotional efforts and consolidating broadcast facilities where possible to minimize duplicative management positions and reduce overhead expenses. Finally, we believe that strategic acquisitions of additional stations in existing clusters positions us to capitalize on our market expertise and existing relationships with local advertisers to increase revenues of the acquired stations.
	•	Conduct Extensive Market Research. We conduct extensive market research to enhance our ratings and in certain circumstances to identify opportunities to reformat a station to reach an underserved demographic. Our research, programming and marketing strategy combines thorough research with an assessment of our competitors’ vulnerabilities and overall market dynamics in order to identify specific audience and formatting opportunities within each market. Using this research, we tailor our programming, marketing and promotions on each station to maximize its appeal to its target audience and to respond to the changing preferences of our listeners. Since 1996, we have changed formats at six of the 28 radio stations we currently own. Net revenues for those six  stations have increased 44.0% on average annually from year-end 1996 to year-end 1998.
	•	Establish Strong Local Brand Identity. Our stations pursue a variety of programming and marketing initiatives designed to develop a distinctive identity and to strengthen the stations’ local brand or franchise. In addition, through our research, programming and promotional initiatives, we create a marketable identity for our stations to enhance audience share and listener loyalty. As part of this objective, we promote nationally recognized on-air personalities and local sports programming at a number of our stations. For example, we broadcast nationally-syndicated shows such as “Rush Limbaugh,” “Dr. Laura” and “Howard Stern” and we are the flagship station for the Miami Dolphins, Florida Marlins, Florida Panthers and Miami Hurricanes on our sports station in Miami.
	•	Build Relationship-Oriented Sales Staff and Emphasize Focused Marketing and Promotional Initiatives. We seek to gain advertising revenue share in each of our markets by utilizing our relationship-oriented sales staff to lead local and national marketing and promotional initiatives. We design our sales efforts based on advertiser demand and market conditions. Our stations have an experienced and stable sales force with an average of 3 years experience with Beasley Broadcast Group. In addition, we provide our sales force with extensive training, competitive compensation and performance based incentives. Our stations also engage in special local promotional activities such as concerts featuring nationally recognized performers, contests, charitable events and special community events. Our experienced sales staff and these promotional initiatives help strengthen our relationship with our advertisers and listening community.
	•	Hire, Develop and Motivate Strong Local Management Teams. Our station general managers have been with Beasley Broadcast Group for an average of 9.3 years, and a substantial majority operate under employment contracts. We believe that broadcasting is primarily a locally-based business and much of its success is based on the efforts of local management teams. We believe that our station managers have been able to recruit, develop, motivate and

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	•	Enhance Broadcast Cash Flow on Underutilized AM Stations. We seek to selectively acquire and enhance the performance of major-market AM stations serving niche markets. To enhance broadcast cash flows at these radio stations, we sell blocks of time to providers of health, ethnic, religious and other specialty formats.

Acquisition Strategy

      Since June 1996, we have acquired or agreed to acquire 21 radio stations. Our future acquisition strategy, which will focus on stations located in the 100 largest radio markets, is to:

	•	acquire additional radio stations in our current markets to further enhance our market position;
	•	acquire existing clusters in new markets or establish a presence in new markets where we believe we can build successful clusters over time;
	•	pursue swap opportunities with other radio station owners to build or enhance our market clusters; and
	•	selectively acquire large-market AM stations serving attractive demographic groups with specialty programming.

Internet Strategy

      We recently formed a division, Beasley Interactive, whose goal is to create an Internet presence for Beasley Broadcast Group that will complement our existing radio business. We expect Beasley Interactive to develop web page content for our radio stations’ web sites that reflects each station’s programming and “brand.” Our strategy is to create additional revenue streams from advertising, e-commerce and web page development and support for advertisers by capitalizing on the loyalty of our radio station listeners by persuading them to use our stations’ web sites. In addition, we intend to make strategic investments in Internet companies that purchase a substantial amount of advertising time from us.

Station Portfolio

      After giving effect to our pending acquisitions, we will own and operate 32 stations, 21 FM and 11 AM, located in Atlanta, Philadelphia, Miami, Ft. Myers, Greenville/ New Bern/ Jacksonville, Fayetteville and Augusta. Nine of our stations are located in three of the nation’s top 12 radio markets: Atlanta, Philadelphia and Miami. Our station groups rank among the first or second largest clusters, based on gross revenues, in five of our seven markets.

ATLANTA, GA

*	Less than 1%.

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Market Overview

      Atlanta is the seventh largest radio market in the United States based on 1998 radio market revenue. Radio market revenues in the Atlanta market have grown from approximately $170 million in 1995 to approximately $256.1 million in 1998 at an average annual rate of 14.6%. Comparable period radio market revenue grew 20.8% during the nine months ended September 30, 1999 and 15.4% during the year ended December 31, 1998. There are currently 16 viable stations in the Atlanta market.

Atlanta Stations

      We have entered into agreements to purchase two AM radio stations in Atlanta for $10.0 million. We expect this transaction to close in the fourth quarter of 1999.

      WAEC-AM is a religious/ talk radio station. WAEC-AM traditionally has broadcast ministers, including Martin Luther King, Sr., targeting the African-American community.

      WWWE-AM is a Spanish language radio station targeting the Hispanic community.

PHILADELPHIA, PA