INTEREP NATIONAL RADIO SALES INC, S-1/A, 1999-11-08

INTEREP NATIONAL RADIO SALES INC
S-1/A, 1999-11-08
RADIO BROADCASTING STATIONS

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<PAGE>

As filed with the Securities and Exchange Commission on November 8, 1999

Registration No. 333-88265

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------

AMENDMENT NO. 1

TO
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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Interep National Radio Sales, Inc.
(Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
New York 4832 13-1865151
<S> <C> <C>
(Primary Standard Industrial (I.R.S. Employer
(State or other jurisdiction of Classification Identification No.)
incorporation or organization) Code Number)
</TABLE>
100 Park Avenue
New York, New York 10017
(212) 916-0700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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William J. McEntee, Jr.
Chief Financial Officer
Interep National Radio Sales, Inc.
100 Park Avenue, New York, New York 10017
(212) 916-0700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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Copies to:

<TABLE>
<S> <C>
Laurence S. Markowitz, Esq. Peter B. Tarr, Esq.
Salans Hertzfeld Heilbronn Christy & Viener Hale and Dorr LLP
620 Fifth Avenue 60 State Street
New York, New York 10020 Boston, Massachusetts 02109
(212) 632-5500 (617) 526-6000
</TABLE>
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

-------------------

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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<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ +
+The information in this prospectus is not complete and may be changed. We and +
+the selling stockholder 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 securities, and we and the selling +
+stockholder are not soliciting offers to buy these securities in, any state +
+where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED NOVEMBER 8, 1999

[LOGO OF INTEREP]

5,416,667 Shares

Class A Common Stock

Interep National Radio Sales, Inc. is offering 4,429,167 shares of its Class
A common stock and Interep's Employee Stock Ownership Plan is offering an
additional 987,500 shares. This is our initial public offering, and we have
applied to have the shares offered in this prospectus approved for quotation on
the Nasdaq National Market under the symbol "IREP". We anticipate that the
initial public offering price will be between $11.00 and $13.00 per share.

--------------

Investing in our Class A common stock involves risks.
See "Risk Factors" beginning on page 9.

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<TABLE>
<CAPTION>
Per
Share Total
----- -----
<S> <C> <C>
Public Offering Price............................................... $ $
Underwriting Discounts and Commissions.............................. $ $
Proceeds to Interep................................................. $ $
Proceeds to the Selling Stockholder................................. $ $
</TABLE>

The Securities and Exchange Commission and state securities regulators have
not 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 selling stockholder has granted the underwriters a 30-day option to
purchase up to an additional 812,500 shares of Class A common stock to cover
over-allotments.

--------------

Robertson Stephens

Bear, Stearns & Co. Inc.

HCFP/Brenner Securities, LLC

SPP Capital Partners, LLC

The date of this Prospectus is , 1999.
<PAGE>

You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of Class A common stock only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of
this prospectus or of any sale of our Class A common stock.

Until , 1999 (25 days after the date of this prospectus), all dealers
effecting transactions in the Class A common stock, whether or not
participating in this offering, may be required to deliver a prospectus. This
delivery requirement is in addition to the obligation of dealers to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary....................................................... 4
Risk Factors............................................................. 9
Forward-Looking Statements............................................... 16
Use of Proceeds.......................................................... 16
Dividend Policy.......................................................... 16
Capitalization........................................................... 17
Dilution................................................................. 18
Selected Consolidated Financial Data..................................... 19
Management's Discussion and Analysis of Financial Condition and Results
of Operations.......................................................... 21
Business................................................................. 29
Management............................................................... 35
Certain Transactions..................................................... 43
Principal and Selling Stockholders....................................... 44
Description of Capital Stock............................................. 46
Shares Eligible for Future Sale.......................................... 48
Underwriting............................................................. 50
Legal Matters............................................................ 52
Experts.................................................................. 52
Where You Can Find More Information...................................... 52
Index to Consolidated Financial Statements............................... F-1
</TABLE>

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Interep is a registered trademark owned by us. This prospectus contains
other trademarks, trade names and service marks of other companies which are
the property of their respective owners.

3
<PAGE>

PROSPECTUS SUMMARY

The following summary contains basic information about our business and this
offering. It may not contain all the information that is important to you. You
should read the entire prospectus, including "Risk Factors" and our
consolidated financial statements and related notes appearing elsewhere in this
prospectus, before deciding to invest in shares of Class A common stock.

Our Business

Interep National Radio Sales, Inc. is the largest independent national spot
radio representation or "rep" firm in the United States. We are the exclusive
rep firm for over 2,000 radio stations nationwide, including radio stations of
ABC Radio, Citadel, Cumulus, Entercom, Infinity and Radio One. Our market share
was an estimated 54.2% for 1998 and 55.6% for the first six months of 1999 in
the ten largest U.S. radio markets, as measured by gross billings. We have
grown to be a leader in our industry by increasing our clients' advertising
revenues, acquiring station representation contracts and creating and acquiring
other rep firms. Recently, our business has grown dramatically due in part to
the significant consolidation that has occurred in the radio industry since the
passage of the Telecommunications Act of 1996. We have sought to align
ourselves with innovative radio station groups that are well-positioned to
capitalize on this consolidation, while still meeting the needs of hundreds of
independent stations nationwide.

National spot advertising is commercial air time that radio stations sell to
advertisers located outside of their local markets. National spot advertising
typically represents approximately 20% of a radio station's revenue. Radio
stations typically retain rep firms like us on an exclusive basis to sell
commercial air time to national and regional advertisers. By using a rep firm,
a radio station or station group avoids the cost of maintaining a national
sales staff and benefits from the rep firm's proprietary research and
relationships with advertising agencies and national advertisers.

Total U.S. radio advertising revenues were an estimated $15.41 billion in
1998, up from an estimated $9.57 billion in 1993, for a compound annual growth
rate of 10.0% during that five-year period. In the same period, annual U.S.
national spot radio advertising revenues grew from an estimated $1.15 billion
to an estimated $1.98 billion, for a compound annual growth rate of 11.5%. We
believe that our efforts have contributed to advertisers' increasing
recognition that radio is an effective advertising medium. We will continue to
expend significant efforts in promoting radio as an effective means of
implementing targeted consumer marketing on both a local and a national scale.

We have 15 full service offices and six satellite offices across the country
serving independent radio stations, regional radio station groups and national
station groups in all 50 states and in 99 of the top 100 radio markets. Our
clients include country, rock, sports, Hispanic, classical, urban, news and
talk radio stations. We have built strong relationships with our station
clients and advertising agencies, some of which date back over 40 years.

Our Advantages

We believe the following factors have contributed to our position as an
industry leader and provide a strong foundation for further growth:

. Strong Relationships with Advertisers and National Presence. Our strong
relationships with advertisers, advertising agencies and media buying
services nationwide enable us to promote our client stations effectively
in media buying centers across the country.

4
<PAGE>

. Innovative Solutions. We have pioneered a variety of solutions that have
differentiated us from our competitors, such as "unwired networks" of
unaffiliated client stations, specialized agency sales targeted at
boutique agencies, promotions and dedicated rep firms that represent
individual radio station groups.

. Highly Skilled Sales Force and Sophisticated Sales Support. We have
developed a highly skilled, professional sales force with a team-
oriented approach to sales, marketing and client relationships, through
incentive programs and extensive training.

. Experienced Senior Management Team. We have an experienced and
entrepreneurial management team, headed by our Chief Executive Officer,
Ralph C. Guild, a recognized leader and innovator in the radio industry.

. Independence. We are not owned by a radio station group. We believe that
our independence reduces perceived conflicts of interest in representing
radio stations.

. Radio Industry Focus. Because we focus on representing U.S. radio
stations, as opposed to unrelated businesses such as broadcast
television stations and cable television systems, we believe we are
better positioned to serve the needs of our clients.

Our Strategy

Our objective is to enhance our position as the leading independent national
spot radio advertising rep firm and to increase revenues and earnings. Our
strategy to achieve these goals includes the following:

. Align with Leading Radio Station Groups. We seek to align ourselves with
leaders, innovators and consolidators in the radio industry. We intend
to benefit from consolidation in the radio industry by actively pursuing
and representing innovative and leading radio station groups such as ABC
Radio, Citadel, Cumulus, Entercom, Infinity and Radio One. At the same
time, we will seek to expand our representation of independent stations.

. Develop Innovative Sales Programs. We will continue to develop
innovative strategies and solutions for our clients, such as "e-radio,"
an electronic sales and communications tool which we expect to launch in
2000. We will also strive to anticipate and meet trends in radio and
advertising as our clients evolve. For example, this year we created
Interep Interactive to focus on Internet advertising.

. Promote Radio Advertising. Using our proprietary research and databases,
our Interep Marketing Group will continue to demonstrate to advertisers
that radio can help them achieve their goals and create marketing
opportunities.

. Make Strategic Investments. We will continue to consider investments or
acquisitions in our industry and in new media to improve our market
share and to better leverage our marketing capabilities.

Our Address

We are a New York corporation founded in 1953. Our principal executive
offices are located at 100 Park Avenue, New York, New York 10017. Our telephone
number is (212) 916-0700, and our Internet address is www.interep.com.
Information contained in our website is not a part of this prospectus.

5
<PAGE>

The Offering

Class A common stock offered by
us.................................. 4,429,167 shares
Class A common stock offered by the
selling stockholder................. 987,500 shares

Total......................... 5,416,667 shares

Class A common stock to be
outstanding after this offering..... 5,416,667 shares(1)

Class B common stock to be
outstanding after this offering..... 4,923,962 shares(1)

Total......................... 10,340,629 shares(1)

Voting..............................
Class A stockholders are entitled to one
vote per share on all matters submitted
to a vote of the stockholders, while
Class B stockholders are entitled to ten
votes per share. However, in connection
with amendments of our Restated
Certificate of Incorporation which would
affect the rights of the Class A common
stock or a "going private" transaction,
holders of the Class B common stock would
be entitled to only one vote per share.
Both classes vote together as a single
class on all matters, except as required
by applicable law.

Use of Proceeds..................... For general corporate and working capital
purposes, including possible
acquisitions. We will not receive any
proceeds from the sale of shares by the
selling stockholder. See "Use of
Proceeds."

Proposed Nasdaq National Market
Symbol.............................. IREP
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(1) Excludes 2,000,000 shares of common stock reserved for issuance under our
1999 Stock Incentive Plan. Also excludes options to acquire 4,231,439
shares of Class B common stock that were outstanding and exercisable at
September 30, 1999, with a weighted average exercise price of $3.77 per
share.

--------------------

Except as otherwise noted, all information in this prospectus:

. gives effect to a 20.896-for-one split of our common stock, which took
place on , 1999; and

. assumes no exercise of the underwriters' over-allotment option.

6
<PAGE>

Summary Consolidated Financial Data
(in thousands, except share data)

The following tables summarize the financial data for our business. You
should read this information together with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our consolidated
financial statements and related notes appearing elsewhere in this prospectus.

In the following table, EBITDA means operating income (loss) before
depreciation and amortization. The amortization of costs associated with
acquiring representation contracts is included in depreciation and
amortization. Adjusted EBITDA means EBITDA excluding contract termination
revenues. EBITDA and Adjusted EBITDA are not measures of performance calculated
in accordance with generally accepted accounting principles. However, we
believe that they are useful in evaluating an investment in our Class A common
stock because they are measures widely used in our industry to evaluate
operating performance. You should not consider EBITDA and Adjusted EBITDA in
isolation or as substitutes for net income, cash flows from operating
activities and other income or cash flow statement data prepared in accordance
with generally accepted accounting principles as a measure of liquidity or
profitability.

The consolidated balance sheet data at September 30, 1999, as adjusted,
gives effect to the sale of the shares at an assumed initial public offering
price of $12.00 per share, after deducting underwriting discounts and
commissions and the estimated offering expenses payable by us.

<TABLE>
<CAPTION>
Nine Months
Year Ended December 31, Ended September 30,
-------------------------------- ----------------------
1996 1997 1998 1998 1999
---------- ---------- ---------- ---------- ----------
(unaudited)
<S> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Commission revenue...... $ 72,858 $ 87,096 $ 87,735 $ 62,943 $ 68,839
Contract termination
revenue............... 18,876 26,586 37,221 26,679 6,351
---------- ---------- ---------- ---------- ----------
Total revenues........ 91,734 113,682 124,956 89,622 75,190
---------- ---------- ---------- ---------- ----------
Operating expenses:
Selling, general and
administrative
expenses............ 62,877 75,676 73,482 55,199 59,079
Depreciation and
amortization........ 20,988 28,954 36,436 27,292 23,318
---------- ---------- ---------- ---------- ----------
Total operating
expenses............ 83,865 104,630 109,918 82,491 82,397
---------- ---------- ---------- ---------- ----------
Operating income
(loss)................ 7,869 9,052 15,038 7,131 (7,207)
Interest expense, net... 3,911 3,779 6,744 4,447 7,358
---------- ---------- ---------- ---------- ----------
Income (loss) before
provision (benefit)
for income taxes...... 3,958 5,273 8,294 2,684 (14,565)
Provision (benefit) for
income taxes.......... 1,885 2,359 3,446 863 (5,037)
---------- ---------- ---------- ---------- ----------
Net income (loss)....... $ 2,073 $ 2,914 $ 4,848 $ 1,821 $ (9,528)
Preferred stock dividend
requirements and
redemption premium.... 1,364 1,590 5,031 5,031 --
---------- ---------- ---------- ---------- ----------
Net income (loss)
applicable to common
stockholders.......... $ 709 $ 1,324 $ (183) $ (3,210) $ (9,528)
========== ========== ========== ========== ==========
Basic earnings (loss)
per common share...... $ 0.09 $ 0.18 $ (0.03) $ (0.47) $ (1.61)
Basic weighted average
common shares
outstanding........... 7,684,060 7,476,228 6,743,803 6,873,233 5,908,215
Diluted earnings (loss)
per common share...... $ 0.09 $ 0.17 $ (0.03) $ (0.47) $ (1.61)
Diluted weighted average
common shares
outstanding........... 7,961,057 7,663,874 6,743,803 6,873,233 5,908,215
</TABLE>

7
<PAGE>

<TABLE>
<CAPTION>
September 30, 1999
-----------------------
Actual As Adjusted
--------- -----------
(unaudited)
<S> <C> <C>
Balance Sheet Data:
Working capital......................................... $ 45,716 $ 94,396
Total assets............................................ 158,075 206,755
Long-term debt ......................................... 100,000 100,000
Stockholders' equity (deficit).......................... (10,680) 38,000
</TABLE>

<TABLE>
<CAPTION>
Nine Months
Ended September
Year Ended December 31, 30,
-------------------------- -----------------
1996 1997 1998 1998 1999
-------- ------- ------- ------- --------
(unaudited)
<S> <C> <C> <C> <C> <C>
Other Data:
EBITDA......................... $28,857 $38,006 $51,474 $34,423 $ 16,111
Adjusted EBITDA................ 9,981 11,420 14,253 7,744 9,760
Capital expenditures........... 1,021 792 1,270 520 2,625
Net cash flows from operating
activities................... 35,982 23,821 29,404 15,636 13,830
Net cash flows from investing
activities................... (1,021) (792) (1,270) (520) (8,303)
Net cash flows from financing
activities................... (34,060) (24,263) 3,409 14,725 (23,334)
Contract acquisition payments.. 31,427 33,991 35,609 24,563 23,404
Contract termination receipts.. 28,347 20,620 36,774 31,376 12,330
</TABLE>

8
<PAGE>

RISK FACTORS

This offering involves a high degree of risk. You should carefully consider
the risks described below before you decide to buy our Class A common stock. If
any of the following risks actually occur, our business, results of operations
and financial condition would likely suffer. In that case, the market price of
our Class A common stock could decline, and you could lose all or part of your
investment.

Risks Relating to Interep

Fluctuations in our quarterly revenues and operating results could lead to
reduced prices for our Class A common stock.

Our revenues and operating results have fluctuated significantly in the
past, and we expect that they will continue to fluctuate in the future. These
fluctuations are due to a variety of factors, many of which are outside of our
control. These factors include:

. changes in station ownership or other factors which could result in the
loss of clients;

. changes in the demand for radio advertising;

. the number, timing and significance of new services introduced by us or
our competitors;

. variations in expenses, whether related to sales and marketing or
administration;

. acquisitions of new representation contracts; and

. general economic factors.

We experience seasonal fluctuations because advertisers typically spend less
on radio advertising during the first calendar quarter. During the rest of the
year, radio advertising tends to increase as a result of holiday-related
advertising, school vacations, back-to-school sales and elections.

If we lose a client, we receive contract termination payments, which are
recognized as income immediately. This results in a significant positive impact
on our results of operations for the quarter when this occurs. Later quarters
will be negatively affected by the loss of commission revenues. Therefore, our
results of operations on a quarterly basis are not predictable and are subject
to significant fluctuations.

Accordingly, we believe that quarter-to-quarter comparisons of our operating
results are not necessarily meaningful. You should not rely on the results of
one quarter as an indication of our future performance. Further, seasonality
and fluctuations in contract termination revenue could cause our results of
operations to fall below the expectations of stock market analysts and
investors. The market price of our stock is likely to fall if we fail to meet
those expectations.

We depend heavily on our key personnel, and our inability to retain them could
adversely affect our business.

Our success will depend in part on the continued availability of our senior
management team, particularly Ralph C. Guild, our Chief Executive Officer, and
Marc G. Guild, the President of our Marketing Division. The loss of the
services of Ralph Guild, Marc Guild or any of the other members of our senior
management team could have an adverse effect on our relationship with some of
our clients and on our business. We do not have employment agreements with any
members of our senior management team except Ralph Guild and Marc Guild, and
the existence of employment agreements with them does not guarantee their
continued employment with us. Although we have entered into non-competition
agreements with Ralph Guild and Marc Guild, there is no assurance that these
agreements will be enforceable.

9
<PAGE>

We have experienced operating losses in our recent fiscal quarters.

We have experienced operating losses in four of the last eight fiscal
quarters, principally as a result of the seasonality of our business,
depreciation and amortization expenses resulting from our acquisition of radio
station representation contracts, interest charges and some one-time expenses.
The acquisition of representation contracts is an integral part of our
operating strategy, and we expect that amortization charges relating to past
and future contract acquisitions will continue to significantly affect our
reported net income or loss.

We rely on a limited number of clients for a significant portion of our
revenues.

We generate much of our revenues from a limited number of clients. For the
year ended December 31, 1998, Infinity accounted for approximately 29% of our
commission revenues and our five largest clients accounted for approximately
44% of our total commission revenues. In October 1999, Clear Channel, one of
our five largest clients, announced that it had agreed to acquire AM/FM, Inc.
Our principal competitor is a subsidiary of AM/FM, Inc. The impact, if any, of
this transaction on our contract with Clear Channel and on our business is
unclear. We would lose a significant amount of revenues if a major client
terminated its contract.

This offering will significantly benefit our existing stockholders.

Our Employee Stock Ownership Plan is our largest stockholder. The ESOP will
be selling 987,500 shares of the total 5,416,667 shares of Class A common stock
for sale in this offering. Therefore, a significant portion of the proceeds
from this offering will go to the ESOP and not to us. Additionally, our
existing stockholders will hold Class B common stock following this offering.
With limited exceptions, the Class B common stock has ten votes per share while
the Class A common has one vote per share. Accordingly, our existing
stockholders will retain voting control after the offering. Finally, for the
reasons described in more detail under "Dilution" below, you will suffer
immediate and substantial dilution of your investment relative to our existing
stockholders.

Our significant indebtedness may burden our operations.

We currently have $100.0 million of indebtedness outstanding under our 10%
Senior Subordinated Notes. We do not plan to use any proceeds from this
offering to reduce our indebtedness. Our significant indebtedness could have a
number of adverse consequences, including the following:

. we may be more vulnerable to general adverse economic and industry
conditions;

. we may not be able to obtain additional financing when needed;

. we will have to dedicate a substantial portion of our cash flow from
operations to payments of principal and interest, reducing the amount of
cash available to fund working capital, capital expenditures or other
general corporate purposes; and

. we may be less able to plan for, or react to, changes in our business
and industry.

The documents governing both our revolving credit facility and our
outstanding Senior Subordinated Notes significantly limit our ability to engage
in various activities. Among other things, we have only a limited ability to
incur additional indebtedness that we may need to finance our working capital
needs or to expand our operations. These agreements also significantly restrict
our ability to pay dividends to our stockholders. Our revolving credit
agreement requires that we maintain specific financial ratios and satisfy
financial condition tests. If we are unable to meet our debt service
obligations or comply with these covenants, there would be a default under
these agreements. A default, if not waived, could result in acceleration of our
repayment obligations, which would have an adverse effect on our business.

10
<PAGE>

We may need additional financing for our future capital needs which may not be
available on favorable terms, if at all.

We may need additional financing if we:

. decide to expand faster than planned;

. increase the pace of contract buyouts;

. need to respond to competitive pressures; or

. decide to acquire complementary businesses or technologies.

If we raise additional funds through the sale of equity or convertible debt
securities, your percentage ownership will decrease. In addition, these
transactions may dilute the value of the stock outstanding. We may have to
issue securities with more favorable rights than our Class A common stock. We
cannot assure you that we will be able to raise additional funds on terms
acceptable to us, if at all. If future financing is not available on acceptable
terms, we may not be able to fund our future needs. This would have a material
adverse effect on our business and financial condition. We currently anticipate
that the net proceeds from this offering, together with available funds and
cash from operations, will be sufficient to meet our anticipated needs for at
least the next 12 months.

Competition could harm our business.

Generally, clients may terminate their rep contracts by paying a buyout
amount. As a result, we continually compete with other rep firms not only in
acquiring new client stations, but also in preserving our existing clients. Our
only significant competitor in the radio representation business is Katz Media
Group, Inc., a subsidiary of a major radio station group owner that has
significantly greater financial and other resources. However, we also face
potential competition from national radio networks, syndicators and other
brokers of radio advertising.

As a result of the Telecommunications Act of 1996, the radio industry has
been consolidating. Because the change of ownership of a client station
frequently results in a change of rep firm, the consolidation in the radio
industry has increased the frequency of the termination of rep contracts. The
loss of a significant number of clients as a result of industry consolidation
could harm our business.

More generally, radio must also compete for a share of advertisers' total
advertising budgets with other advertising media such as television, cable,
print, outdoor advertising and the Internet. Additionally, technological
innovation may create other types of competition for radio stations and, as a
consequence, for us. If advertisers do not perceive radio as an effective
advertising medium, they may shift a greater portion of their advertising
budgets from radio to other media, adversely affecting our business.

Future acquisitions and strategic investments could adversely affect our
business and dilute the value of our outstanding Class A common stock.

Although we have no specific acquisition plans, we may decide to pursue
acquisitions in the future. Risks associated with acquisitions and strategic
investments include the diversion of management's attention, the loss of key
personnel, legal and tax liabilities and additional exposure to the Year 2000
issue. Acquisitions also may involve an increase in our debt or new issuances
of equity securities, which could dilute the value of the Class A common stock.
Even if we identify suitable acquisition candidates, we may fail to negotiate
favorable terms or successfully integrate any proposed acquisition into our
existing business operations, which could adversely affect us.

Our Internet Interactive business may suffer if the market for Internet
advertising fails to develop.

The success of our new Internet advertising business will depend on the
continued development of the Internet as an advertising medium. The Internet
advertising market is new and rapidly evolving. Demand and

11
<PAGE>

market acceptance for Internet advertising is uncertain. Companies doing
business on the Internet must compete with more traditional media for a share
of advertisers' total advertising budgets. Additionally, the Internet's rapid
pace of innovation and technological change may strain our resources or
distract management's attention. Even if the Internet is a successful
advertising medium, we may not be able to manage our growth effectively or
compete with larger, better known or more established Internet advertising
companies. We cannot assure you that any revenues derived from Interep
Interactive's operations will justify the cost of the business.

Year 2000 problems and other information technology issues could affect our
systems and business.

Many currently installed computer systems and software products only accept
two digits to identify the year in any date. Therefore, the year 2000 will
appear as "00," which the system might consider to be the year 1900 rather than
the year 2000. This could result in problems affecting our computer systems and
the systems of our clients, any of which could disrupt our business and impair
our operating results.

The companies that provide software to us have advised us that our software
is Year 2000 compliant. However, we may experience difficulties because of
undetected errors or defects in the technology we use. The failure of any of
our systems or systems maintained by our clients, customers and other third
parties to be Year 2000 compliant could:

. cause us to incur significant expenses to remedy any problems;

. affect the availability and effectiveness of our services; or

. otherwise seriously damage our business.

Although we are not currently aware of any material operational issues or
costs resulting from the preparation of our internal systems for the Year 2000,
a significant Year 2000-related disruption could cause dissatisfaction among
our users, advertisers or clients or could impose an unmanageable burden on our
technical support staff. Our failure to correct a material Year 2000 problem
could have a material adverse effect on our business, financial condition and
results of operations.

Risks Relating to Our Industry

A decrease in radio advertising could adversely affect our business.

Our business depends on the level of demand for radio advertising time. That
demand, in turn, depends on general and regional economic conditions that are
outside of our control. In particular, our financial performance will depend in
part on the radio broadcasting industry maintaining or increasing national
advertising revenues. Any significant decline in national spot radio
advertising would adversely affect our results of operations. There can be no
assurance as to the future levels of national spot radio advertising
expenditures.

Consolidation in the radio industry may harm our business.

As a result of the Telecommunications Act of 1996, the Federal
Communications Commission revised its ownership rules for radio stations to
increase the number of radio stations that a single entity may own. As a
result, there has been a significant increase in the concentration of ownership
of radio stations among fewer owners. This consolidation has affected our
business as well, by increasing the level and frequency of buyouts of rep
contracts. It is also possible that, as radio station groups grow larger, they
may form in-house national media representation units instead of using
independent rep firms like us. Even if they continue to use our services, they
may be able to negotiate commission rates that would be less favorable to us.

The FCC is currently considering regulatory changes that would make it
easier for television companies to own radio stations. If approved, those
changes could result in additional industry consolidation, with the attendant
risks described above. Moreover, in the future the United States Congress and
the FCC may adopt

12
<PAGE>

new laws, regulations and policies regarding a wide variety of matters that
could affect our clients and our business. We cannot predict if or when such
laws, regulations or policies might be adopted and implemented, or the effect
they would have on our industry or our future operations.

Economic downturns could impair our business.

Our results of operations depend in part upon general economic conditions
in the United States as well as other factors beyond our control, including
the advertising activity of companies and reductions in advertising budgets.
During periods in which overall economic activity slows, our revenues may fall
as a result of a decline in the number of advertisements or reductions in our
fees. Therefore, a significant national or regional economic downturn could
have an adverse effect on our business.

Risks Relating to this Offering

Our shares may experience extreme price and volume fluctuations.

We cannot predict the extent to which investor interest in our Class A
common stock will lead to the development of an active trading market or how
liquid that market might become. The initial public offering price for the
shares will be determined by negotiations between us and the representatives
of the underwriters and may not be indicative of prices that will prevail in
the public market after this offering. The market price of the Class A common
stock may decline below the initial public offering price.

The market price of our Class A common stock is likely to fluctuate for a
variety of reasons, including:

. public announcements concerning us, the radio advertising industry or
our competitors;

. fluctuations in our operating results;

. fluctuations in the advertising industry generally or the market for
broadcast radio advertising in particular;

. introductions of services by us or our competitors;

. actual or anticipated sales of common stock by existing stockholders,
whether in the market or in a public offering;

. changes in analysts' earnings estimates; and

. announcements relating to further consolidation in the radio industry.

In addition, the stock market has, from time to time, experienced significant
price and volume fluctuations that have affected the market prices for
securities generally.

In the past, following periods of volatility in the market price of a
particular company's securities, investors have often brought securities class
action litigation against that company. We may become involved in this type of
litigation. Litigation is expensive and diverts management's attention and
resources, which could have a material adverse effect on our business,
financial condition and results of operations.

After this offering, we will be controlled by a small group of our existing
stockholders, whose interests may differ from the interests of other
stockholders.

Our ESOP and Stock Growth Plan and our directors, executive officers and
employees currently beneficially own all of our outstanding common stock. Upon
completion of this offering, these shares will convert into shares of Class B
common stock. With limited exceptions, the Class B common stock is entitled to
ten votes per share, compared to one vote per share for the Class A common
stock that we are selling in this offering. As a result, our existing
stockholders will own Class B common stock representing approximately

13
<PAGE>

90.1% of the total voting power of the outstanding common stock. Accordingly,
these stockholders will be able to determine the outcome of nearly all
corporate transactions or other matters submitted to the stockholders for
approval, including mergers, acquisitions, consolidations and the sale of all
or substantially all of our assets, and also the power to prevent or cause a
change in control.

New York law and our charter documents could inhibit a change of control that
stockholders consider favorable.

Certain provisions of our certificate of incorporation and by-laws may
discourage, delay or prevent a change of control or changes in our management
that stockholders consider favorable. Such provisions include:

. authorizing the issuance by the Board of Directors of "blank check"
preferred stock without any action by our stockholders;

. providing for a classified board of directors with staggered, three-year
terms;

. providing that directors may only be removed for cause by a two-thirds
vote of stockholders;

. limiting the persons who may call special meetings of stockholders; and

. establishing advance notice requirements for nominations for election to
the board of directors or for proposing matters that can be acted on by
stockholders at stockholder meetings.

Additionally, because our existing stockholders will continue to hold voting
control after the offering, they will be able to prevent most changes of
control. Lastly, the New York Business Corporation Law imposes limitations on
persons proposing to merge with or acquire us. If a change of control or change
in management is delayed or prevented, the market price of our Class A common
stock could decline.

We will have broad discretion as to the use of the proceeds of this offering,
which we may not use effectively.

We have not yet identified a specific use for the net proceeds we will
receive from this offering. We will have broad discretion in applying the net
proceeds of this offering and may use the proceeds in ways that are not
profitable, or in ways with which our stockholders disagree. Accordingly,
investors in this offering will be relying on our management's judgment with
only limited information about our specific intentions regarding the use of
proceeds.

Future sales of our Class A common stock after this offering could negatively
affect our stock price.

If our stockholders sell substantial amounts of our common stock in the
public market following this offering, the market price of our Class A common
stock is likely to fall. These sales might also make it more difficult for us
to sell equity securities in the future at a time and price that we deem
appropriate. After this offering, we will have outstanding 10,340,629 shares of
common stock. Of these shares, the 5,416,667 shares being offered in this
offering will be freely tradable.

Our ESOP and Stock Growth Plan, our directors, executive officers and
substantially all of our other stockholders have agreed that they will not sell
any shares of common stock without the prior written consent of BancBoston
Robertson Stephens Inc. for a period of 180 days from the date of this
prospectus. However, BancBoston Robertson Stephens Inc. may release all or any
portion of the shares subject to the lock-up agreements at any time without
notice.

14
<PAGE>

Future issuances of preferred stock may dilute the rights of our Class A common
stockholders.

Our Board of Directors will have the authority to issue up to 1,000,000
shares of preferred stock and to determine the price, privileges and other
terms of such shares. The Board of Directors may exercise this authority
without the further approval of our stockholders. The issuance of any preferred
stock in the future may adversely affect the rights of the holders of Class A
common stock.

You will suffer immediate and substantial dilution.

The initial public offering price per share will significantly exceed the
net tangible book value (deficit) per share of $(15.00). Accordingly, you will
suffer immediate and substantial dilution. This dilution will result because
existing investors paid substantially less than the initial public offering
price when they bought their shares of our common stock. The exercise of
outstanding options to purchase our common stock will result in further
dilution to new investors.

15
<PAGE>

FORWARD-LOOKING STATEMENTS

Many statements made in this prospectus under the captions "Prospectus
Summary," "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business" and elsewhere are forward-
looking statements that are not based on historical facts. Because these
forward-looking statements involve risks and uncertainties, there are important
factors that could cause actual results to differ materially from those
expressed or implied by these forward-looking statements, including those
discussed under "Risk Factors."

The forward-looking statements made in this prospectus relate only to events
as of the date on which the statements are made. We undertake no obligation to
update any forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the occurrence of
unanticipated events.

USE OF PROCEEDS

We estimate that the net proceeds from our sale of the shares of Class A
common stock will be $48,679,500, assuming an initial public offering price of
$12.00 and after deducting underwriting discounts and commissions and the
estimated offering expenses payable by us. We will not receive any proceeds
from the sale of Class A common stock by the selling stockholder.

Our principal purposes for engaging in this offering are to:

. increase our equity capital;

. create a public market for our common stock;

. facilitate future access by us to public markets; and

. provide increased visibility for us in the marketplace.

We intend to use the net proceeds from this offering for general corporate
and working capital purposes, including possible acquisitions. Accordingly, we
will have significant flexibility in applying such proceeds. Pending any use,
we will invest the net proceeds of this offering in short-term, investment-
grade, interest-bearing securities. We believe that the proceeds from this
offering, together with available funds and cash from operations, will be
sufficient to fund our anticipated needs for at least the next 12 months.

We understand that approximately $11,020,500 in estimated net proceeds to be
received by the ESOP as the selling stockholder will be used to purchase a
diversified portfolio of liquid investments. These investments will be
allocated to the individual ESOP participants' accounts on a pro rata basis.
None of our officers and employees are direct selling stockholders, and none of
them will receive any of the net proceeds of this offering other than
indirectly as a result of such allocations and eventual benefit distributions
by the ESOP. See "Management--Employee Benefit Plans--Employee Stock Ownership
Plan" and "Principal and Selling Stockholders."

DIVIDEND POLICY

We do not intend to pay any cash dividends on our common stock in the
foreseeable future. Moreover, the terms of the documents governing our
indebtedness prohibit the payment of cash dividends on our common stock. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

16
<PAGE>

CAPITALIZATION

The following table sets forth our capitalization as of September 30, 1999
on an actual basis and on an as adjusted basis to reflect:

. the sale of the shares of Class A common stock at an assumed initial
public offering price of $12.00 per share, after deducting underwriting
discounts and commissions and the estimated offering expenses payable by
us and

. the retirement of all outstanding treasury shares.

This table contains unaudited information and should be read in conjunction
with our consolidated financial statements and related notes appearing
elsewhere in this prospectus. This table does not include 4,231,439 shares of
our common stock subject to options outstanding as of September 30, 1999 at a
weighted average exercise price of $3.77 per share, or 2,000,000 additional
shares of our common stock that have been reserved for issuance under our stock
plans.

<TABLE>
<CAPTION>
September 30, 1999
---------------------
Actual As Adjusted
-------- -----------
(in thousands)
<S> <C> <C>
Cash and cash equivalents................................ $ 15,155 $ 63,835
======== ========
Long-term debt........................................... $100,000 $100,000
Stockholders' equity:
Preferred stock, $.01 par value: 1,000,000 shares
authorized, no shares issued and outstanding, actual
and as adjusted...................................... -- --
Class A common stock, $.01 par value: 20,000,000 shares
authorized, no shares issued and outstanding, actual;
5,416,667 shares issued as adjusted.................. -- 54
Class B common stock, $.01 par value: 10,000,000 shares
authorized, 6,976,761 shares issued, actual;
4,906,389 shares issued as adjusted.................. 70 49
Additional paid-in capital............................... 1,107 44,815
Accumulated deficit...................................... (9,848) (9,848)
Less: Treasury stock, at cost (1,082,872 shares of Class
B common stock, actual; no shares issued as adjusted).. (2,009) --
-------- --------
Total stockholders' equity (deficit)................... (10,680) 35,070
-------- --------
Total capitalization................................. $ 89,320 $135,070
======== ========
</TABLE>

17
<PAGE>

DILUTION

If you invest in our Class A common stock, your interest will be diluted to
the extent of the difference between the initial public offering price per
share of our common stock and the pro forma net tangible book value per share
of our common stock after this offering. We calculate net tangible book value
per share by dividing our total tangible assets less our total liabilities by
the number of outstanding shares of common stock.

Our net tangible book value as of September 30, 1999 was approximately
$(88.4) million, or $(15.00) per share of common stock, based on 5,893,889
shares of common stock outstanding. After giving effect to the sale of the
shares of common stock offered by us at an assumed initial public offering
price of $12.00 per share and after deducting underwriting discounts and
commissions and the estimated offering expenses payable by us, our pro forma
net tangible book value as of September 30, 1999 would have been approximately
$(39.7) million, or $(3.85) per share of common stock. This amount represents
an immediate increase in pro forma net tangible book value of $11.15 per share
to existing stockholders and an immediate dilution in pro forma net tangible
book value of $15.85 per share to new investors. If the initial public offering
price is higher or lower, the dilution to the new investors will be greater or
less, respectively. The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............... $12.00
Net tangible book value (deficit) before offering........... $(15.00)
Increase attributable to new investors...................... 11.15
-------
Pro forma net tangible book value (deficit) after offering.... (3.85)
Dilution per share to new investors........................... $15.85
======
</TABLE>

The following table sets forth as of September 30, 1999 the number of shares
of our common stock purchased, the total consideration paid to us and the
average price paid to us per share of common stock prior to this offering and
the price to be paid by the investors purchasing shares of Class A common stock
in this offering. The calculation below is based on an assumed initial public
offering price of $12.00 per share, after deducting underwriting discounts and
commissions and the estimated offering expenses payable by us.

<TABLE>
<CAPTION>
Shares Purchased Total Consideration
------------------ ------------------- Average Price
Number Percent Amount Percent Per Share
---------- ------- ----------- ------- -------------
<S> <C> <C> <C> <C> <C>
Current stockholders...... 5,893,889 57.1% $ 1,177,000 2.2% $ 0.20
New investors............. 4,429,167 42.9 53,150,004 97.8 12.00
---------- ----- ----------- -----
Total................... 10,323,056 100.0% $54,327,004 100.0%
========== ===== =========== =====
</TABLE>

The above information assumes no exercise of stock options after September
30, 1999. As of September 30, 1999, we had reserved 4,231,439 shares of our
common stock for issuance on exercise of outstanding options at a weighted
average exercise price of $3.77 per share. To the extent any of these options
are exercised, there will be further dilution to new investors.

Sales by the selling stockholder in this offering will reduce the number of
shares of common stock held by current stockholders to 4,923,962 shares, or
47.6% of the total number of shares of common stock to be outstanding
immediately after this offering, and will increase the number of shares held by
new investors immediately after this offering to 5,416,667 shares, or 52.4% of
the total number of shares of common stock outstanding after this offering.

18
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data presented below for and as of each
of the years in the five-year period ended December 31, 1998 are derived from
our Consolidated Financial Statements, which have been audited by Arthur
Andersen LLP, independent public accountants. The information for and as of
each of the nine-month periods ended September 30, 1998 and 1999 has been
derived from our unaudited consolidated financial statements which, in the
opinion of management, include all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the information set forth
therein. Other data are derived from our operating records and, in the opinion
of management, reflect all adjustments necessary to present fairly such data.
The following selected consolidated financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and our consolidated financial statements and
related notes appearing elsewhere in this prospectus. Due to the seasonality of
our business, the results for the nine-month periods are not necessarily
indicative of results that may be expected for the entire year or any future
period.

19
<PAGE>

<TABLE>
<CAPTION>
Nine Months Ended
Year Ended December 31, September 30,
---------------------------------------------------------- ----------------------
1994 1995 1996 1997 1998 1998 1999
---------- ---------- ---------- ---------- ---------- ---------- ----------
(in thousands, except share data) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Commission revenue...... $ 66,559 $ 70,306 $ 72,858 $ 87,096 $ 87,735 $ 62,943 $ 68,839
Contract termination
revenue................ 10,918 12,194 18,876 26,586 37,221 26,679 6,351
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total revenues........ 77,477 82,500 91,734 113,682 124,956 89,622 75,190
Operating expenses:
Selling, general and
administrative
expenses............. 58,316 62,245 62,877 75,676 73,482 55,199 59,079
Depreciation and
amortization......... 9,929 13,073 20,988 28,954 36,436 27,292 23,318
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total operating
expenses............. 68,245 75,318 83,865 104,630 109,918 82,491 82,397
---------- ---------- ---------- ---------- ---------- ---------- ----------
Operating income
(loss)................. 9,232 7,182 7,869 9,052 15,038 7,131 (7,207)
Interest expense, net... 3,280 3,385 3,911 3,779 6,744 4,447 7,358
Income (loss) before
provision (benefit) for
income taxes........... 5,952 3,797 3,958 5,273 8,294 2,684 (14,565)
Provision (benefit) for
income taxes........... 422 1,843 1,885 2,359 3,446 863 (5,037)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income (loss)....... 5,530 1,954 2,073 2,914 4,848 1,821 (9,528)
Preferred stock dividend
requirements and
redemption premium..... 903 1,159 1,364 1,590 5,031 5,031 --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income (loss)
applicable to common
stockholders........... $ 4,627 $ 795 $ 709 $ 1,324 $ (183) $ (3,210) $ (9,528)
========== ========== ========== ========== ========== ========== ==========
Basic earnings (loss)
per common share....... $ 0.60 $ 0.10 $ 0.09 $ 0.18 $ (0.03) $ (0.47) $ (1.61)
Basic weighted average
common shares
outstanding............ 7,713,628 7,811,316 7,684,060 7,476,228 6,743,803 6,873,233 5,908,215
Diluted earnings (loss)
per common share....... $ 0.58 $ 0.10 $ 0.09 $ 0.17 $ (0.03) $ (0.47) $ (1.61)
Diluted weighted average
common shares
outstanding............ 7,938,030 7,995,932 7,961,057 7,663,874 6,743,803 6,873,233 5,908,215
<CAPTION>
December 31, September 30,
---------------------------------------------------------- ----------------------
1994 1995 1996 1997 1998 1998 1999
---------- ---------- ---------- ---------- ---------- ---------- ----------
(in thousands) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash
equivalents............ $ 5,208 $ 1,752 $ 2,653 $ 1,419 $ 32,962 $ 31,260 $ 15,155
Working capital......... 13,358 22,398 19,964 31,516 66,111 72,075 45,716
Total assets............ 56,375 76,881 93,930 141,030 184,508 175,458 158,075
Long-term debt
(including current
portion)............... 24,227 35,221 34,235 44,425 100,103 100,000 100,000
Redeemable preferred
stock.................. 2,639 3,970 5,334 6,924 -- -- --
Redeemable common
stock.................. 3,678 4,132 4,662 4,522 -- -- --
Stockholders' equity
(deficit).............. (2,589) (1,452) (2,684) (1,609) (1,222) (4,920) (10,680)
<CAPTION>
Nine Months Ended
Year Ended December 31, September 30,
---------------------------------------------------------- ----------------------
1994 1995 1996 1997 1998 1998 1999
---------- ---------- ---------- ---------- ---------- ---------- ----------
(in thousands) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Other Financial Data:
EBITDA.................. $ 19,161 $ 20,255 $ 28,857 $ 38,006 $ 51,474 $ 34,423 $ 16,111
Adjusted EBITDA......... 8,243 8,061 9,981 11,420 14,253 7,744 9,760
EBITDA margin........... 24.7% 24.6% 31.5% 33.4% 41.2% 38.4% 21.4%
Adjusted EBITDA margin.. 12.4% 11.5% 13.7% 13.1% 16.2% 12.3% 14.2%
Capital expenditures.... $ 1,283 $ 1,689 $ 1,021 $ 792 $ 1,270 $ 520 $ 2,625
Net cash flows from
operating activities... 15,880 14,001 35,982 23,821 29,404 15,636 13,830
Net cash flows from
investing activities... (1,746) (5,199) (1,021) (792) (1,270) (520) (8,303)
Net cash flows from
financing activities... (10,778) (12,258) (34,060) (24,263) 3,409 14,725 (23,334)
Contract acquisition
payments............... 8,970 21,273 31,427 33,991 35,609 24,563 23,404
Contract termination
receipts............... 5,594 19,071 28,347 20,620 36,774 31,376 12,330
</TABLE>

20
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

This prospectus contains forward-looking statements that involve risks and
uncertainties. Actual events or results may differ materially from those
projected in these forward-looking statements. See "Forward-Looking
Statements." The following discussion should be read in conjunction with our
consolidated financial statements and related notes appearing elsewhere in this
prospectus.

Overview

We derive a substantial majority of our revenues from commissions on sales
by us of national spot radio advertising air time for the radio stations we
represent. Generally, national spot advertising time is purchased by
advertising agencies or media buying services retained by advertisers. We
receive commissions from our client radio stations based on the national spot
radio advertising billings of the station, net of standard advertising agency
and media buying services commissions. We enter into written representation
contracts with our clients which include negotiated commission rates. Because
commissions are based on the prices paid to radio stations for spots, our
revenue base is regularly and automatically adjusted for inflation.

Our operating results generally depend on:

. increases and decreases in the size of the total national spot radio
advertising market;

. changes in our share of this market;

. acquisitions and terminations of representation contracts; and

. operating expense levels.

The effect of these factors on our financial condition and results of
operations has varied from period to period.

Total U.S. national spot radio advertising annual revenues have grown from
an estimated $1.15 billion to an estimated $1.98 billion during the five years
ended December 31, 1998. The performance of the national spot radio advertising
market is influenced by a number of factors, including, but not limited to,
general economic conditions, consumer attitudes and spending patterns, the
share of total advertising spent on radio and the share of total radio
advertising represented by national spot radio.

Our share of the national spot advertising market changes as a result of
increases and decreases in the amount of national spot advertising broadcast by
our clients. Moreover, our market share increases as we acquire representation
contracts with new client stations and decreases if current client
representation contracts are terminated. Thus, our ability to attract new
clients and to retain existing clients significantly affects our market share.

The value of representation contracts which have been acquired or terminated
during the last few years has tended to increase due to a number of factors,
including the consolidation of ownership in the radio broadcast industry
following the passage of the Telecommunications Act of 1996. In recent years,
we have increased our representation contract acquisition activity, and we have
devoted a significant amount of our resources to these acquisitions. At the
same time, we have received an increased amount of contract termination
revenue. We base our decisions to acquire a representation contract on the
market share opportunity presented and an analysis of the costs and net
benefits to be derived. We continuously seek opportunities to acquire
additional representation contracts on attractive terms, while maintaining our
current clients. Our ability to acquire and maintain representation contracts
has had, and will continue to have, a significant impact on our revenues and
cash flows.

Following industry practice, we generally act as the exclusive national rep
firm for each of our client radio stations under a written contract. If a
station terminates its contract prior to the scheduled termination date, the

21
<PAGE>

station is typically obligated to make a payment to us, as required by the
contract or in accordance with industry practice. This amount is approximately
equal to the commissions we would have earned during the unexpired term of the
canceled contract, plus an additional two months of "spill-over" commissions.
"Spill-over" commissions are those earned on advertising placed or committed to
prior to the contract termination but broadcast later. In practice, a successor
rep firm enters a new contract with the station and assumes the obligation to
make the termination payments. These payments are usually made in equal monthly
installments over a period of one-half the number of months remaining under the
terminated contract. To illustrate, assume a station terminates a
representation contract with a competing rep firm and that contract has a
remaining unexpired term of 12 months. If we acquire the representation
contract, our payment obligation to the competing rep firm would be 14 months
of commissions payable in seven equal monthly installments. However, certain
contracts representing material revenues permit clients in certain
circumstances to terminate their agreements with less than 12-months' notice
and pay termination and evergreen payments over shorter periods of time.

We recognize revenues on a contract termination as of the effective date of
the termination. When a contract is terminated, we write off in full the
unamortized portion, if any, of the expense we originally incurred on our
acquisition of the contract. When we enter into a representation contract with
a new client, we amortize the contract acquisition cost in equal monthly
installments over the life of the new contract. As a result, our operating
income is affected, negatively or positively, by the acquisition or loss of
client stations.

We are unable to forecast any trends in contract buyout activity, or in the
amount of revenues or expenses that will likely be associated with buyouts
during a particular period. Generally, the amount of revenue resulting from the
buyout of a representation contract depends on the length of the remaining term
of the contract and the revenue generated under the contract during the 12-
month "trailing period" preceding the date of termination. The amount
recognized by us as contract termination revenue in any period is not, however,
indicative of contract termination revenue that may be realized in any future
period. Historically, the level of buyout activity has varied from period to
period. Additionally, the length of the remaining terms, and the commission
revenue generation, of the contracts which are terminated in any period vary to
a considerable extent. Accordingly, while buyout activity and the size of
buyout payments has increased since 1996, their impact on our revenues and
income is expected to be uncertain, due to the variables of contract length and
commission generation.

While the commission revenues generated under a representation contract
during a trailing period is used in calculating the buyout amount we pay to
acquire that contract, it should not be relied on as an indicator of the future
commission revenues we will generate under that contract. Our revenues will
depend on a number of factors, including the amount of national spot
advertising broadcast by the station involved. This, in turn, will be affected
by factors such as general and local economic conditions, consumer attitudes
and spending patterns, the share of total advertising spent on radio and the
share of total radio advertising represented by national spot radio.

During 1999, we entered the Internet advertising business. Revenues and
expenses from this business will be affected by the level of advertising on the
Internet generally, the prices obtained for advertising on the Internet and our
ability to obtain contracts from high-traffic Internet websites and from
Internet advertisers.

Our selling and corporate expense levels are dependent on management
decisions regarding operating and staffing levels and on inflation. Selling
expenses represent all costs associated with our marketing, sales and sales
support functions. Corporate expenses include items such as corporate
management, corporate communications, financial services, advertising and
promotion expenses, Internet advertising development expenses and employee
benefit plan contributions.

Our business normally follows the pattern of advertising expenditures in
general. It is seasonal to the extent that radio advertising spending increases
during the fourth calendar quarter in connection with the Christmas season and
tends to be weaker during the first calendar quarter. Radio advertising also
generally increases during the second and third quarters due to holiday-related
advertising, school vacations and back-to-

22
<PAGE>

school sales. Additionally, radio tends to experience increases in the amount
of advertising revenues as a result of special events such as presidential
election campaigns. Furthermore, the level of advertising revenues of radio
stations, and therefore our level of revenues, is susceptible to prevailing
general and local economic conditions and the corresponding increases or
decreases in the budgets of advertisers, as well as market conditions and
trends affecting advertising expenditures in specific industries.

Results of Operations

Nine Months Ended September 30, 1999 and 1998

Commission revenue. Commission revenue in the first nine months of 1999
increased to $68.8 million, or 9.4%, from $62.9 million in the comparable 1998
period. This $5.9 million increase was primarily attributable to the fact that
commissions from new representation contracts, primarily the ABC radio
stations, exceeded the loss of commission revenues from terminated contracts,
primarily Nationwide Communications, as well as a general increase in national
spot advertising on client stations. Our new Internet advertising business had
revenues of $406,000 during the nine-month period ended September 30, 1999.

Contract termination revenue. Contract termination revenue in the first nine
months of 1999 decreased to $6.4 million, or 76.2%, from $26.7 million in the
comparable 1998 period, a decrease of $20.3 million. This decrease was
primarily attributable to the fact that a substantial amount of contract
termination revenue was generated in the first quarter of 1998 as a result of
the termination of our representation contracts with stations owned by SFX
Broadcasting, when it was acquired by an affiliate of our principal competitor.
The loss of representation contracts during the first nine months of 1999 was
not as significant. The value of representation contracts acquired or
terminated during the last few years has generally tended to increase due to
the factors discussed above in "--Overview."

Selling expenses. Selling expenses for the first nine months of 1999
increased to $51.0 million from $46.9 million during the comparable 1998
period. This increase of $4.1 million, or approximately 8.7%, was primarily due
to employee compensation increases associated with the growth in commission
revenues. Costs relating to our entry into the Internet advertising business
were $1.4 million during the nine-month period ended September 30, 1999.

General and administrative expenses. General and administrative expenses
declined $0.2 million to $8.1 million for the first nine months of 1999, from
$8.3 million in the comparable 1998 period. This reduction was primarily the
result of the lower cost levels achieved through the relocation of our
accounting and finance functions to Florida in 1997.

Depreciation and amortization. Depreciation and amortization decreased to
$23.3 million, or 14.6%, for the first nine months of 1999, from $27.3 million
in the comparable 1998 period. The amortization of costs associated with
acquiring representation contracts is included in depreciation and
amortization. This decrease of $4.0 million was primarily due to the completion
of the amortization of certain representation contracts.

Operating income (loss). Operating income decreased by $14.3 million, or
201.1%, to a loss of $7.2 million for the first nine months of 1999 compared
with operating income of $7.1 million in the comparable 1998 period. This
decline was primarily due to the decrease in contract termination revenues
discussed above.

Interest expense, net. Interest expense, net increased 65.5% to $7.4 million
for the first nine months of 1999, from $4.4 million for the comparable 1998
period. This increase of approximately $2.9 million primarily resulted from
interest charges associated with the issuance of our Senior Subordinated Notes
in July 1998.

Provision (benefit) for income taxes. The provision for income taxes
decreased by $5.9 million to $(5.0) million for the first nine months of 1999
compared to $900,000 for the comparable 1998 period, primarily as a result of
the decrease in contract termination revenues in 1999 discussed above.

23
<PAGE>

Net income (loss). Our net loss of approximately $9.5 million for the first
nine months of 1999, a $11.3 million decrease from the $1.8 million net income
for the comparable 1998 period, was primarily due to the reduction in contract
termination revenues discussed above.

Years Ended December 31, 1998 and 1997

Commission revenue. Commission revenues in 1998 were $87.7 million, as
compared to $87.1 million in 1997. Revenues from new client station
representation contracts were offset in large part by the loss of
representation contracts, primarily with SFX, which was acquired by an
affiliate of a competitor, and Nationwide Communications, which was acquired by
Jacor Communications.

Contract termination revenue. Contract termination revenue increased to
$37.2 million, or 40.0%, in 1998, from $26.6 million in 1997, primarily as a
result of the termination of the SFX and Nationwide Communication
representation contracts. This $10.6 million increase reflected that the value
of representation contracts acquired or terminated during the last few years
has tended to increase due to the factors discussed above in "--Overview."
During 1998, approximately 220 client stations terminated rep contracts with
us, which generated an aggregate of approximately $9.6 million of commission
revenue during their 12-month trailing periods.

Selling expenses. Selling expenses for 1998 decreased to $61.6 million, or
approximately 2.4%, from $63.1 million in 1997. The $1.5 million improvement
was primarily due to the effect of cost reduction programs initiated by us in
1997.

General and administrative expenses. General and administrative expenses
decreased to $11.9 million, or approximately 5.4%, in 1998, from $12.5 million
in 1997. The primary cause of this improvement was the lower cost levels
achieved through the relocation of our accounting and finance functions to
Florida in 1997.

Depreciation and amortization. Depreciation and amortization increased by
$7.5 million in 1998, to $36.4 million, from $29.0 million in 1997. This 25.8%
increase was due to the amortization of new representation contracts. We
acquired representation contracts with approximately 300 new radio stations in
1998. We believe these contracts generated an aggregate of approximately $10.7
million of commission revenues during their 12-month trailing periods prior to
their acquisition.

Operating income. Operating income increased by $6.0 million, or 66.1%, to
$15.0 million in 1998, compared with $9.0 million in 1997, primarily for the
reasons discussed above.

Interest expense, net. Interest expense, net increased to $6.7 million, or
78.4% in 1998, compared to $3.8 million in 1997. This $3.0 million increase was
primarily due to the interest on the $100.0 million of Senior Subordinated
Notes issued in July 1998, offset by an $800,000 increase in interest earned on
temporary investments.

Provision for income taxes. Provision for income taxes for 1998 increased to
$3.4 million, or 46.1%, from $2.4 million for 1997. This $1.0 million increase
was the result of an increase in our pretax income.

Net Income. Our net income increased by $1.9 million, to $4.8 million, or
66.4% in 1998, from $2.9 million in 1997, for the reasons discussed above.

Years Ended December 31, 1997 and 1996

Commission revenue. Commission revenue increased $14.2 million, or 20.0%, to
$87.1 million during 1997, from $72.9 million in 1996. This increase was caused
primarily by our entry into new representation contracts during 1997 with (i)
Infinity and Jefferson-Pilot Corp. stations previously represented by a
subsidiary of CBS, (ii) Susquehanna stations and (iii) radio stations acquired
by Clear Channel, including stations formerly owned by Paxson Communications.

24
<PAGE>

Contract termination revenue. Contract termination revenue increased $7.7
million during 1997 to $26.6 million, from $18.9 million in 1996. This 40.8%
increase reflected the fact that the value of representation contracts acquired
or terminated during the last few years has tended to increase due to the
factors discussed above in "--Overview." During 1997, approximately 160 client
stations terminated rep contracts with us which generated an aggregate of
approximately $7.0 million of commission revenue during their 12-month trailing
periods.

Selling expenses. Selling expenses increased approximately 18.6% in 1997, to
$63.1 million, from $53.3 million during the prior year. This $9.8 million
increase was primarily due to the increase in commission revenues in the same
period, both due to our entry into new representation contracts, as well as an
increase in management incentive compensation of $1.5 million payable on the
achievement of specific goals.

General and administrative expenses. General and administrative expenses for
1997 were $12.5 million, an increase of $2.9 million, or 30.3%, over 1996. The
major factors in this increase were a one-time cost of $1.4 million to relocate
our accounting and finance functions to Florida as part of our cost reduction
program and the increased costs attendant on servicing new representation
contracts.

Depreciation and amortization. Depreciation and amortization increased by
$8.0 million in 1997, to $29.0 million, from $21.0 million in 1996. This 38.0%
increase was primarily due to the amortization of new representation contracts.
We acquired representation contracts with approximately 360 new stations in
1997. We believe these contracts generated an aggregate of approximately $14.0
million of commission revenues during their 12-month trailing periods prior to
their acquisition.

Operating income. Operating income increased $1.2 million, or 15.0%, to $9.0
million in 1997, from $7.9 million in 1996, primarily for the reasons discussed
above.

Interest expense, net. Interest expense, net declined approximately $100,000
to $3.8 million in 1997, from $3.9 million in 1996 due to slightly lower
average borrowings for the year.

Provision for income taxes. Provision for income taxes for 1997 increased by
$500,000, to $2.4 million, from $1.9 million in 1996 primarily as a result of
an increase in our pretax income.

Net income. Our net income increased $800,000 to $2.9 million in 1997 as
compared to $2.1 million in 1996, primarily for the reasons discussed above.

25
<PAGE>

Quarterly Results of Operations

The following table sets forth unaudited consolidated statement of
operations data for the seven quarters in the period ended September 30, 1999.
This data has been derived from our unaudited consolidated financial statements
that have been prepared on the same basis as the audited consolidated financial
statements included in this prospectus, and in the opinion of our management,
include all adjustments, consisting of normal recurring adjustments, necessary
for a fair presentation of the information when read in conjunction with the
consolidated financial statements and related notes appearing elsewhere in this
prospectus. These quarterly results have in the past been and may in the future
be subject to significant fluctuations. As a result, we believe that the
results of operations for interim periods should not be relied upon as any
indication of the results to be expected in any future period.

<TABLE>
<CAPTION>
Three Months Ended
--------------------------------------------------------------------------------
March 31, June 30, September 30, December 31, March 31, June 30, September 30,
1998 1998 1998 1998 1999 1999 1999
--------- -------- ------------- ------------ --------- -------- -------------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Commission revenue...... $15,898 $22,104 $24,941 $24,792 $17,511 $24,225 $27,103
Contract termination
revenue............... 24,116 1,850 713 10,542 2,505 1,237 2,609
------- ------- ------- ------- ------- ------- -------
Total revenues........ 40,014 23,954 25,654 35,334 20,016 25,462 29,712
Operating expenses:
Selling expenses........ 13,836 14,110 18,967 14,705 14,646 16,012 20,350
General and
administrative
expenses.............. 2,597 2,749 2,940 3,578 2,599 2,587 2,885
Depreciation and
amortization.......... 9,096 8,745 9,451 9,144 9,502 6,744 7,072
------- ------- ------- ------- ------- ------- -------
Total operating
expenses............ 25,529 25,604 31,358 27,427 26,747 25,343 30,307
Operating income
(loss)................ 14,485 (1,650) (5,704) 7,907 (6,731) 119 (595)
Interest expense, net... 1,005 1,236 2,206 2,297 2,382 2,430 2,546
------- ------- ------- ------- ------- ------- -------
Income (loss) before
provision (benefit)
for income taxes...... 13,480 (2,886) (7,910) 5,610 (9,113) (2,311) (3,141)
Provision (benefit) for
income taxes.......... 5,526 (1,183) (3,480) 2,583 (3,736) (948) (353)
------- ------- ------- ------- ------- ------- -------
Net income (loss)....... 7,954 (1,703) (4,430) 3,027 (5,377) (1,363) (2,788)
Preferred stock dividend
requirements and
redemption premium.... 465 465 4,101 -- -- -- --
------- ------- ------- ------- ------- ------- -------
Net income (loss)
applicable to common
stockholders.......... $ 7,489 $(2,168) $(8,531) $ 3,027 $(5,377) $(1,363) $(2,788)
======= ======= ======= ======= ======= ======= =======
</TABLE>

Liquidity and Capital Resources

Our cash requirements have been primarily funded by cash provided from
operations and financing transactions. Cash provided by operations during the
first nine months of 1999 amounted to $13.8 million, as compared to $29.4
million, $23.8 million and $36.0 million for the years ended 1998, 1997 and
1996, respectively. These fluctuations were primarily attributable to changes
in receivables pertaining to representation contract buyouts.

26
<PAGE>

Net cash used in investing activities is primarily attributable to capital
expenditures and investments in private companies. Capital expenditures of $2.6
million, $1.3 million, $800,000 and $1.0 million for the nine months ended
September 30, 1999 and the years ended 1998, 1997 and 1996, respectively, were
primarily for computer equipment and software upgrades. Investments in private
companies amounted to $4.7 million for the nine months ended September 30,
1999, and consisted of significant minority equity positions in three Internet
advertising firms. Additionally, during such period we acquired a radio
promotion and marketing consulting business for an initial payment of $1.0
million plus an earn-out payment of up to $3.0 million over the next five
years.

Overall cash used in financing activities of $23.3 million during the first
nine months of 1999 was primarily used for acquisitions of representation
contracts. Cash provided by (used in) financing activities during the years
ended December 31, 1998, 1997 and 1996 was $3.4 million, $(24.3) million and
$(34.1) million, respectively. The cash provided by financing activities in
1998 resulted from the issuance of the Senior Subordinated Notes described
below, offset by acquisitions of station representation contracts. Cash used in
financing activities in 1997 and 1996 was primarily used for acquisitions of
representation contracts and debt repayments, offset by increased borrowings.

In general, as we acquire new representation contracts, we use more cash
and, as our contracts are terminated, we receive additional cash. For the
reasons noted above in "Overview", we are not able to predict the amount of
cash we will require for contract acquisitions, or the cash we will receive on
contract terminations, from period to period.

In July 1998 we issued 10% Senior Subordinated Notes in the aggregate
principal amount of $100.0 million due July 1, 2008. Interest on the Senior
Subordinated Notes is payable in semi-annual payments of $5.0 million. The
Senior Subordinated Notes, while guaranteed by our subsidiaries, are unsecured
and are junior in right of payment to any amounts outstanding under the
revolving credit agreement described below, as well as to certain other
indebtedness. We used a portion of the net proceeds from the issuance of the
Senior Subordinated Notes to repay the then outstanding balance of our bank
debt. Additionally, we redeemed all of the outstanding shares of our Series A
preferred stock and Series B preferred stock, together with all of the
associated shares of common stock then subject to redemption.

We issued the Senior Subordinated Notes under an indenture that limits our
ability to engage in various activities. Among other things:

. we are generally not able to pay any dividends to our stockholders,
other than dividends payable in shares of common stock;

. we can only incur additional indebtedness under limited circumstances;
and

. certain types of mergers, asset sales and changes of control either are
not permitted or permit the note holders to demand immediate redemption
of their Senior Subordinated Notes.

The Senior Subordinated Notes may not be redeemed by us prior to July 1,
2003, except that we may redeem up to 30% of the Senior Subordinated Notes with
the proceeds of equity offerings such as this offering. We do not currently
plan to use the proceeds of this offering to redeem any Senior Subordinated
Notes. If certain events occurred which would be deemed to involve a change of
control under the indenture, we would be required to offer to repurchase all of
the Senior Subordinated Notes at a price equal to 101% of their aggregate
principal, plus unpaid interest.

In July 1998 we also entered into an agreement with two banks to provide us
with a $10.0 million revolving credit facility. Although we do not owe any
amounts under that agreement, it imposes a number of constraints on our
operations. In addition to covenants similar to those in the indenture
governing the Senior Subordinated Notes, the revolving credit agreement
requires that we maintain:

. a maximum leverage ratio not to exceed 5.25 to 1.0;

. a maximum senior debt leverage ratio not to exceed 2.0 to 1.0;

27
<PAGE>

. a minimum interest coverage ratio of not less than 1.6 to 1.0; and

. a minimum fixed charge coverage ratio of not less than 1.1 to 1.0.

Copies of the form of Senior Subordinated Notes, the indenture and the
revolving credit agreement, including further details regarding the
restrictions on our activities, are exhibits to our publicly available
registration statement filed with the Securities and Exchange Commission, of
which this prospectus is a part. See "Where You Can Find More Information."

We believe that the liquidity resulting from this offering and the
transactions described above, together with anticipated cash from continuing
operations, should be sufficient to fund our operations and anticipated needs
for required representation contract acquisition payments, and to make required
payments of principal and interest under our revolving credit facility and 10%
annual interest payments on the Senior Subordinated Notes, for at least the
next 12 months. We may not, however, generate sufficient cash flow for these
purposes or to repay the notes at maturity. Our ability to fund our operations
and required contract acquisition payments and to make scheduled principal and
interest payments will depend on our future performance, which, to a certain
extent, is subject to general economic, financial, competitive, legislative,
regulatory and other factors that are beyond our control. We may also need to
refinance all or a portion of the notes on or prior to maturity. There can be
no assurance that we will be able to effect any such refinancing on
commercially reasonable terms, if at all.

Year 2000 Assessment

Many computer systems experience problems handling dates beyond the year
1999. Therefore, some computer hardware and software will need to be modified
prior to the year 2000 in order to remain functional. During 1998, we completed
an assessment of our internal readiness to implement Year 2000 compliant
systems on a timely basis. We currently utilize software systems for our
accounting, billing and database management functions, among others, which were
developed by third parties or by us, using third-party software development
tools. These third parties have advised us that our systems are Year 2000
compliant or, in some cases, will be made Year 2000 compliant through the
installation of software patches or upgrades. We completed the programming
changes needed to make our systems Year 2000 compliant during the first quarter
of 1999 and do not believe that the related cost will have a material adverse
effect on our revenues. We estimate that our Year 2000 expenditures during 1999
will be $250,000. There can be no assurance, however, that there will not be a
delay in, or increased costs associated with, the implementation of Year 2000
changes. Our inability to implement such changes could have a material adverse
effect on our revenues.

We have not completed our assessment of the Year 2000 compliance of our
clients, nor of the possible consequences of the failure of one or more of our
clients to become Year 2000 compliant on a timely basis. It is possible that if
a substantial number of our clients failed to implement Year 2000 compliant
billing or payment systems, for example, their payments to us of commissions on
the sale of radio advertising time might be disrupted, which would adversely
affect our cash flow. We will continue to discuss these matters with our key
clients during 1999 to attempt to ascertain whether and to what extent such
problems are likely to occur. It is not clear, however, what measures, if any,
we could take to handle such eventualities while still maintaining client
relationships. We have been advised by our principal suppliers of data base
information services and payroll services that those services will be Year 2000
compliant on a timely basis. We do not believe that we have other relationships
with vendors or suppliers which, if disrupted due to the failure of such
vendors and suppliers to deal adequately with their own Year 2000 compliance
issues, would have a material adverse effect on our business.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in interest rates that may
adversely affect our results of operations and financial condition. We seek to
minimize the risks from these interest rate fluctuations through our regular
operating and financing activities. Our policy is not to use financial
instruments for trading or other speculative purposes. We are not currently a
party to any financial instruments.

28
<PAGE>

BUSINESS

General

Interep is the largest independent national spot radio representation or
"rep" firm in the United States. We are the exclusive rep firm for over 2,000
radio stations nationwide, including radio stations of ABC Radio, Citadel,
Cumulus, Entercom, Infinity and Radio One. Our market share was an estimated
54.2% for 1998 and 55.6% for the first six months of 1999 in the ten largest
U.S. radio markets, as measured by gross billings. We have grown to be a
leader in our industry by increasing our clients' advertising revenues,
acquiring station representation contracts and creating and acquiring other
rep firms. Recently, our revenues have grown dramatically due in part to the
significant consolidation that has occurred in the radio industry since the
passage of the Telecommunications Act of 1996. We have sought to align
ourselves with innovative radio station groups that are well-positioned to
capitalize on this consolidation, while still meeting the needs of hundreds of
independent stations nationwide.

We have 15 full-service offices and six satellite offices across the
country serving independent radio stations, regional radio station groups and
national station groups in all 50 states and in 99 of the top 100 radio
markets. Our clients include country, rock, sports, Hispanic, classical,
urban, news and talk radio stations. We have built strong relationships with
our clients and advertising agencies, some of which date back over 40 years.

Industry Background

Popularity of Radio. Radio has been and continues to be a highly popular
medium in the United States. According to radio industry sources, nearly 96%
of all persons over age 12 listened to the radio every week. In 1998, Arbitron
estimated that the average person over age 12 listened to over 21 hours of
radio programming each week. Of particular significance to advertisers is the
fact that radio is often the medium that reaches consumers as they are making
purchasing decisions. In any 24-hour period, 68% of adults ages 18 to 34 and
60% of adults ages 35 to 64 listen to radio within one hour of making their
largest purchase of the day.

Growth of Radio Advertising. Advertisers' awareness of the effectiveness of
radio is reflected in the significant growth of the U.S. radio advertising
industry during this decade. Total U.S. radio advertising revenues were an
estimated $15.41 billion in 1998, up from an estimated $9.57 billion in 1993,
for a compound annual growth rate of 10.0% during that five-year period,
compared to an estimated compound annual growth rate of 7.6% for total U.S.
advertising revenues in the same period. While radio advertising increased at
a compound annual growth rate of 10.0% during the five years ended December
31, 1998, national spot radio advertising grew at a greater compound annual
growth rate of 11.5% during the same period.

Role of Representation Firms. Radio stations generally retain national rep
firms on an exclusive basis to sell national spot commercial air time on their
stations to advertisers outside of their local markets. The station's own
sales force handles sales of air time to local advertisers. National spot
radio advertising is placed or "spotted" in one or more broadcast markets, in
contrast to network advertising, which is broadcast simultaneously on network-
affiliated stations. National spot radio advertising typically accounts for
approximately 20% of a radio station's revenues. Generally, national spot
radio advertising time is purchased by advertising agencies or media buying
services retained by advertisers to place advertising.

A rep firm promotes the benefits of buying advertising time on its client
radio stations and arranges for the placement of specific advertisements. Rep
firms generate revenues by earning commissions on the sale of advertising time
on client stations.

Radio stations outsource their national spot advertising sales to rep firms
to gain the following advantages:

. eliminate the cost of developing and maintaining a dispersed, national
sales staff, multiple sales offices and related infrastructure;

29
<PAGE>

. avoid the distraction of managing a group of national sales
representatives;

. benefit from the rep firm's relationships with advertising agencies and
national advertisers; and

. obtain the rep firm's specialized research that enables it to sell its
advertising time more effectively.

Rep firms seek to increase national spot sales for their clients by making
it easier for advertising buyers to purchase spot air time. They do so by
providing easier access to a large number of radio stations which meet the
advertisers' needs for target audiences as well as access to the rep firms's
proprietary research and databases.

The Interep Solution

We have become a leader in our industry in part by representing large radio
station groups which have been consolidators in the radio industry, while still
meeting the needs of independent stations across the country. We now represent
over 2,000 radio stations nationwide. We believe that our market leadership
enhances our value to advertisers, increases our ability to sell air time for
clients and allows us to package radio stations creatively to meet advertisers'
special needs.

We believe the following factors have contributed to our position as an
industry leader and provide a strong foundation for further growth:

Strong Relationships with Advertisers; National Presence. Our strong
relationships with advertisers, advertising agencies and media buying services
nationwide enable us to promote our client stations effectively. We work
closely with advertisers to help them develop and refine radio advertising
strategies and to support their purchases of advertising time on our client
stations. Our sales force across the country is strategically located to
provide effective coverage of all major media buying centers.

Innovative Solutions. We have pioneered a variety of innovative solutions
for the industry. For example, we were the first to package and market
unaffiliated portfolios of client stations by grouping them together as
"unwired networks" to meet advertisers' particular needs. Unwired networks
enable radio advertisers and advertising agencies to target specific groups or
markets by placing advertisements on as few as two stations or as many as all
of the over 2,000 stations represented by us. We use promotions and specialized
agency sales targeted at boutique agencies. We also developed the use of
dedicated rep firms, such as ABC Radio Sales, Clear Channel Radio Sales and
Infinity Radio Sales, for the representation of individual radio station
groups. A dedicated rep firm allows a client to benefit from our comprehensive
services while still projecting its corporate identity to advertisers.

Highly Skilled Sales Force and Sophisticated Sales Support. We have
developed a highly skilled, professional sales force. We instill in our sales
force a team-oriented approach to sales, marketing and client relationships
through incentive programs and the continuous, in-house training programs of
the Interep Radio University. We support our sales efforts with sophisticated
media research, including a proprietary nationwide database. This research
enables us to profile for advertisers the relevant characteristics of the
audiences of our client stations, to assist them in reaching their target
audiences. We have also enhanced our services to clients and advertisers alike
through the growing use of technology, such as networked and mobile computing
and computerized databases with remote client access.

Experienced Senior Management Team. We have an experienced and
entrepreneurial management team, headed by our Chief Executive Officer, Ralph
C. Guild, a recognized leader and innovator in the radio industry. Our senior
sales managers have an average of over 25 years of industry experience and
significant equity ownership in Interep. Our executive officers include Marc G.
Guild, President, Marketing Division, William J. McEntee, Jr., Chief Financial
Officer, Stewart Yaguda, President of Interep Marketing Group, and Charles
Parra, Chief Technology Officer.

30
<PAGE>

Independence. We are not owned by a radio station group. We believe that our
independence reduces perceived conflicts of interest in representing radio
stations.

Radio Industry Focus. Because we focus on representing U.S. radio stations,
as opposed to unrelated businesses such as television stations and cable
television systems, we believe we are better positioned to serve the needs of
our clients.

Strategy

Our objective is to enhance our position as the leading independent national
spot radio advertising rep firm in the United States and to increase revenues
and earnings. Our strategy to achieve these goals includes the following:

Align with Leading Radio Groups. We intend to continue to expand our market
share by developing new clients and seeking strategic alliances with innovative
and leading station groups. The relaxed restrictions on ownership of multiple
radio stations resulting from the Telecommunications Act of 1996 have led to
significant concentration of ownership of radio stations. We intend to benefit
from consolidation in the radio industry by actively pursuing and representing
radio station groups that we believe will acquire additional radio stations,
such as ABC Radio, Citadel, Cumulus, Entercom, Infinity and Radio One. To the
extent that new government regulations or economic conditions create an
environment for further industry consolidation, we will further seek to
accelerate the growth of our client base through new alliances with radio
broadcast industry innovators and consolidators.

Develop Innovative Sales Programs. We will continue to develop innovative
strategies and solutions for our clients, such as "e-radio," an electronic
sales and communications tool. We will also strive to anticipate and meet
trends in radio and advertising as our clients evolve. For example, we created
Interep Interactive in 1999 to focus on the Internet. Interep Interactive sells
Internet advertising by serving as an intermediary between website operators
and advertisers in need of suitable websites to communicate their message.
Interep Interactive also provides online marketing research on a secure basis
to clients and advertisers. Our Interep Marketing Group works closely with
Interep Interactive to cross-market Internet advertising with radio to
advertisers and to reach potential radio advertisers that currently advertise
over other media.

Promote Radio Advertising. We will continue to use our proprietary databases
of demographic and socioeconomic profiles of radio audiences in promoting the
use of radio for advertising. In 1991, we established our Interep Marketing
Group to advance the ongoing growth of radio advertising by focusing on
advertisers that do not use or underutilize radio advertising. The Interep
Marketing Group sales force works with these advertisers to demonstrate how
radio can help them achieve their goals and create marketing opportunities. We
believe that the Interep Marketing Group has contributed to the growth of radio
advertising revenues in the aggregate and, by extension, our own growth.

Make Strategic Investments. We recently completed strategic investments in
three Internet advertising representation companies. We will continue to
consider strategic investments or acquisitions in our industry and in new media
to improve our market share and to better leverage our marketing capabilities.

Organization

We are organized into eight rep firms and five geographic regions. The rep
firms focus on servicing client stations while the regional offices coordinate
selling efforts to advertisers. Some of the rep firms, such as McGavren Guild,
Allied Radio Partners and D&R Radio, have long histories and are the product of
consolidations of smaller rep firms. Others, such as Infinity Radio Sales,
Clear Channel Radio Sales and ABC Radio Sales, were established more recently
for the purpose of representing a single station group as a dedicated unit. Our
rep firms are:

31
<PAGE>

<TABLE>
<CAPTION>
Year
Acquired
Representation Firm or Formed
- ------------------- ---------
<S> <C>
McGavren Guild........................................................ 1953
Allied Radio Partners................................................. 1977
D&R Radio............................................................. 1981
Caballero Spanish Media............................................... 1995
Clear Channel Radio Sales............................................. 1996
Infinity Radio Sales.................................................. 1997
ABC Radio Sales....................................................... 1998
Public Radio Network.................................................. 1999
</TABLE>

The rep firms operate through our 15 strategically located full-service
offices in Atlanta, Boston, Chicago, Dallas, Detroit, Los Angeles, Miami,
Minneapolis, New York, Philadelphia, Portland, San Antonio, San Francisco,
Seattle and St. Louis, plus six satellite offices.

Clients

We represent over 2,000 radio stations. We represent many of the largest and
most successful radio station groups in the United States. In the ten largest
U.S. radio markets, as measured by gross billings, our market share was an
estimated 54.2% for 1998 and 55.6% for the six months ended June 30, 1999. For
the year ended December 31, 1998, other than Infinity, no station or station
group accounted for more than 10% of our commission revenues. Our clients
include stations affiliated with such prominent radio station groups as:

<TABLE>

<S> <C> <C>
ABC Radio Emmis Broadcasting Jefferson Pilot
Blue Chip Broadcasting Entercom Radio One
Beasley Broadcast Group Exel Communications Saga Communications
Citadel Greater Media Sinclair Broadcast Group
Clear Channel Infinity Spanish Broadcasting System
Cumulus Inner City Radio Susquehanna

</TABLE>

We will attempt to expand our market share by increasing our representation
of stations in the top 100 radio markets, where we already have a significant
presence, and by selectively expanding into smaller markets where appropriate.

Clients generally retain us on an exclusive basis through written
agreements. These rep contracts generally provide for an initial term followed
by an "evergreen" period, meaning that the contract term continues until
canceled following 12 months' prior notice. If the client terminates the
contract without cause, the rep contracts generally provide for termination
payments equal to the estimated commissions that would have been payable to the
rep firm during the remaining portion of the term and the evergreen period,
plus two months. For example, if a contract with an initial term of five years
and a one-year evergreen period is canceled after three years, we would be
compensated in an amount equal to 38 months of commissions: 24 months for the
remaining term, 12 months for the evergreen notice period, plus two "spill-
over" months. It is customary in the industry for the successor rep firm to
make this payment. However, certain contracts representing material revenues
permit clients in certain circumstances to terminate their agreements with less
than 12-months' notice and pay termination and evergreen payments over shorter
periods of time.

Sales Support

In order to sell air time for our clients, we have established strong
relationships with advertisers, advertising agencies and media buying services.
Our Interep Marketing Group helps advertisers develop effective radio
advertising strategies with the objective of influencing and facilitating their
purchases of radio advertising air time. We support our sales efforts with
sophisticated media research, using a proprietary database of demographic and
socioeconomic profiles of every major U.S. radio market to help advertisers
refine their radio advertising strategies. By showing correlations between
buying patterns for various products and

32
<PAGE>

services and specific demographic and socioeconomic characteristics, we help
advertisers reach their target audiences. In this way, our sales force helps
advertisers plan radio advertising schedules using selected stations that we
represent. We also provide concept development and sales promotion services,
such as advertising support, merchandising and sales incentive programs, that
enable us to suggest promotional campaigns, including partnerships with other
advertising media.

We believe that the overall demand for national spot radio advertising is
enhanced by our packaging and selling of advertising time on unwired networks.
By placing advertising with these networks, an advertiser can reach a large,
targeted audience more efficiently than if it were to place advertising with
many stations one at a time. An advertising agency or media buying service
derives additional benefits from our unwired networks as we often perform
research, scheduling, billing, payment and pre-analysis and post-analysis
functions relating to the advertising time purchase.

We use an extensive in-house training program for our work force called the
Interep Radio University. We require that most of our professional employees
spend approximately two weeks each year in our in-house training programs,
which use our own personnel as well as instructors from leading marketing and
management education programs.

Competition

Our success depends on our ability to acquire and retain representation
contracts with radio stations. The media representation business is highly
competitive, both in the competition for clients and in the sale of air time to
advertisers. Our only significant competitor in the national spot radio
representation industry is Katz Media Group, Inc., a subsidiary of AM/FM, Inc.,
a major radio station group owner, which has agreed to be acquired by Clear
Channel. We also compete with other independent and network media
representatives, direct national advertisers, national radio networks,
syndicators and other brokers of radio advertising. Moreover, on behalf of our
clients, we compete for advertising dollars with other media such as broadcast
and cable television, newspapers, magazines, outdoor and transit advertising,
Internet advertising, point-of-sale advertising and yellow pages directories.
Certain of our competitors have greater financial and other resources than we
do, and such resources may provide them with a competitive advantage in
competing for client stations or advertising expenditures.

The change of ownership of a client station frequently results in a change
of representation firm. The pace of consolidation in the radio industry has
increased as a result of the Telecommunications Act of 1996, resulting in
larger station groups. The recent increase in the number of ownership changes
of radio stations has increased the frequency of the termination or buyout of
representation contracts. Further, as station groups have become larger, they
have gained bargaining power with representation firms over rates and terms. As
a result, we continually compete for both the acquisition of new client
stations as well as the maintenance of existing relationships.

We believe that our ability to compete successfully is based on:

. the number of stations and the inventory of air time represented;

. strong relationships with advertisers;

. the experience of management and the training and motivation of sales
personnel;

. past performance;

. ability to offer unwired networks;

. use of technology; and

. research and marketing services for clients and advertisers.

We believe that we compete effectively, in part, through our employees'
knowledge of, and experience in, our business and industry and their long
standing relationships with clients.

33
<PAGE>

Employees

As of September 30, 1999, we employed approximately 702 employees, of which
approximately 657 were sales-related personnel. None of our employees are
represented by a union. We believe that our relations with our employees are
excellent.

Properties

We lease approximately 128,000 square feet of office space in 15 cities
throughout the United States. Our principal executive offices are located at
100 Park Avenue, New York, New York, where we occupy 38,400 square feet under a
lease which expires in March 2005. We believe that our office premises are
adequate for our foreseeable needs.

Litigation

From time to time we are involved in litigation incidental to the conduct of
our business. We are not a party to any lawsuit or proceeding which, in the
opinion of management, is likely to have a material adverse effect on our
business.

34
<PAGE>

MANAGEMENT

Directors and Executive Officers

The following table sets forth certain information regarding our directors
and executive officers, as of September 30, 1999:

<TABLE>
<CAPTION>
Name Age Positions
---- --- ---------
<S> <C> <C>
Ralph C. Guild.......... 71 Chairman of the Board and Chief Executive Officer; Director
Marc G. Guild........... 48 President, Marketing Division; Director
William J. McEntee,
Jr.................... 56 Vice President and Chief Financial Officer
Stewart Yaguda.......... 43 President, Interep Marketing Group
Charles Parra........... 35 Chief Technology Officer
Leslie D. Goldberg...... 56 Director
Jerome S. Traum......... 64 Director
</TABLE>

All directors are elected for three-year terms, and all executive officers
are appointed for terms of one year.

Ralph C. Guild has been Chairman of the Board and Chief Executive Officer
since 1986 and has served as a director since 1967. He has been employed by us
or our predecessors since 1957 in various capacities. In November 1991, Mr.
Guild became one of the first inductees into the Broadcasting Hall of Fame. Mr.
Guild serves on the Boards of Trustees of the Museum of Television & Radio, the
Center for Communications and the University of the Pacific. In April 1998, Mr.
Guild received the Golden Mike Award from the Broadcasters Foundation for
outstanding contributions to the radio industry.

Marc G. Guild has been President, Marketing Division since November 1989 and
has served as a director since 1989. He was our Executive Vice President of
Network Sales/Operations from 1986 to 1989. Mr. Guild has been employed by us
or our predecessors since 1975 in various capacities. As President, Marketing
Division, Mr. Guild plays a key role in Interep's sales and marketing programs,
the Interep Radio University and our research and technology divisions and also
oversees our regional executives. Mr. Guild serves on the Board of Directors of
the International Radio and Television Foundation. Marc Guild is the son of
Ralph Guild.

William J. McEntee, Jr. has been Vice President and Chief Financial Officer
since March 1997. Mr. McEntee serves in such positions pursuant to a Services
Agreement between us and Media Financial Services, Inc. See "Certain
Transactions and Relationships." Mr. McEntee was Chief Financial Officer at
Sudbrink Broadcasting in West Palm Beach, Florida from 1971 through 1994. Mr.
McEntee owned and managed WCEE-TV in Mt. Vernon, Illinois from 1994 until he
sold the station in 1996. Mr. McEntee currently owns WIOJ-AM in Jacksonville,
Florida. He is a certified public accountant and formerly served as an audit
manager for Arthur Andersen & Co.

Stewart Yaguda has been President, Interep Marketing Group since April 1992.
Mr. Yaguda was a director of marketing for Ciba-Geigy Corp., an international
pharmaceuticals company, from 1985 to 1992, where he was responsible for the
marketing of over-the-counter drugs. From 1981 to 1985, he was a product
manager at Nabisco Brands. As President, Interep Marketing Group, Mr. Yaguda is
responsible for attracting new advertisers to radio and expanding the
advertising budgets of existing radio advertisers.

Charles Parra has been Chief Technology Officer since September 1997. From
July 1995 to August 1997, he was our Director of Information Technology. Mr.
Parra was a project manager for the information systems group at Russell
Reynolds Associates, a New York-based executive search firm, from 1993 through
1995. From 1990 to 1993, Mr. Parra was a technical specialist for Sharp
Electronics.

Leslie D. Goldberg served as President from August 1986 to the end of 1995
and has served as a director since 1986. He has been employed by us since 1968
in various capacities. Mr. Goldberg serves on the Board of Directors of the
Radio Advertising Bureau.

35
<PAGE>

Jerome S. Traum has served as a director since 1994. Mr. Traum has been a
partner with the New York law firm of Moses & Singer LLP since June 1995.
Before that, he was of counsel to the New York law firm of Proskauer Rose Goetz
& Mendelsohn, beginning in 1991. Previously, he was a general partner of The
Blackstone Group, an investment banking firm.

We intend to have at least two independent directors on our Board of
Directors following completion of this offering. Two of our four current
directors, Ralph Guild and Marc Guild, are our employees. Our employment
agreements with each of these directors provide that we will use our best
efforts to cause them to be members of the Board of Directors so long as their
employment continues.

Committees of the Board of Directors

Our Board of Directors will establish an Audit Committee and a Compensation
Committee prior to the completion of this offering. The Audit Committee will
recommend the annual engagement of our auditors, with whom the Audit Committee
will review the scope of audit and non-audit assignments, related fees, the
accounting principles that we will use in financial reporting, our internal
financial auditing procedures and the adequacy of our internal control
procedures. The Compensation Committee will determine officers' salaries and
bonuses and will administer our Stock Incentive Plan. The Audit Committee and
the Compensation Committee will each include one or both of the independent
directors referred to above.

Compensation Committee Interlocks and Insider Participation

For the fiscal year ended December 31, 1998, the entire Board of Directors
determined executive officer compensation. Two members of our Board of
Directors, Ralph Guild and Marc Guild, are also our employees and have
participated in certain transactions with us in the past. See "Certain
Transactions."

Director Compensation

Upon the completion of this offering, each director who is not an employee
will be entitled to a fee of $1,000 for each day of attendance at any meeting
of the Board of Directors or any committee thereof, plus reimbursement of
related reasonable out-of-pocket expenses. Other directors do not receive
compensation for their services as directors but are reimbursed for any
reasonable out-of-pocket expenses incurred in connection with attending such
meetings.

36
<PAGE>

Executive Compensation

The following table shows compensation for services rendered in all
capacities to us for the year ended December 31, 1998 by the following
executive officers: the Chief Executive Officer and our four most highly
compensated executive officers other than the Chief Executive Officer.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Annual
Compensation
-----------------
Other Annual All Other
Name and Principal Position Salary Bonus Compensation Compensation(1)
- --------------------------- -------- -------- ------------ --------------
<S> <C> <C> <C> <C>
Ralph C. Guild................ $910,659 $215,000 $104,583(2) $19,141
Chairman of the Board and
Chief Executive Officer
Marc G. Guild................. 315,659 126,000 -- 19,141
President, Marketing Division
William J. McEntee, Jr........ 111,223 -- -- 9,855
Vice President and Chief
Financial Officer(3)
Stewart Yaguda................ 125,659 65,000 27,500(4) 19,141
President, Interep Marketing
Group
Charles Parra................. 108,865 5,000 -- 11,840
Chief Technology Officer
</TABLE>
- --------
(1) Includes amounts contributed by us on behalf of Messrs. Ralph Guild, Marc
Guild, McEntee, Yaguda and Parra to the Stock Growth Plan of $14,341,
$14,341, $8,777, $14,341 and $11,135, respectively and to the 401(k) Plan
of $4,800, $4,800, $1,078, $4,800 and $705, respectively.
(2) Represents payments under a supplemental income agreement. See "--
Employment Contracts."
(3) Mr. McEntee serves in such capacities pursuant to a Services Agreement
between us and Media Financial Services, Inc. See "Certain Transactions."
Mr. McEntee began his employment with us on March 1, 1997.
(4) Represents contributions to a compensation deferral arrangement.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information regarding stock options granted
during 1998 to our executive officers:
<TABLE>
<CAPTION>

Potential Realizable Value
Number of Percent of at Assumed Annual Rates
Securities Total Options/ of Stock Price Appreciation
Underlying SARs Granted for Option Term
Option/SARs to Employees Exercise or ---------------------------
Name Granted(#) in Fiscal Year Base Price Expiration Date 5% 10%
---- ----------- -------------- ----------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Ralph C. Guild.......... 626,880 19.0% $3.80 June 2008 $ 1,908,731 $ 4,449,561
1,253,759 38.1% 4.02 July 2008 3,543,862 8,625,523
52,240 1.6% 4.20 December 2008 138,011 349,747
Marc G. Guild........... 104,480 3.2% 3.80 June 2008 318,122 741,594
208,960 6.3% 4.02 July 2008 590,644 1,437,587
William J. McEntee,
Jr.................... 104,480 3.2% 3.80 June 2008 318,122 741,594
313,440 9.5% 4.02 July 2008 885,966 2,156,381
Stewart Yaguda.......... 208,960 6.3% 4.02 July 2008 590,644 1,437,587
Charles Parra........... -- -- -- -- -- --
</TABLE>
- --------
See footnotes to "Principal and Selling Stockholders."

37
<PAGE>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES

The following table sets forth, as to each executive officer who holds
options, the status of their options at the end of fiscal 1998. In determining
the fair market value of the common stock, for which no trading market has
existed to date, our Board of Directors relied on independent appraisals. No
options were exercised by any of them during fiscal 1998.

<TABLE>
<CAPTION>
Number of In-the-Money
Unexercised Options/ Options/SARs at
SARs at Fiscal Year End Fiscal Year End
Number of ----------------------- -----------------------
Shares Acquired Value Non- Non-
Name on Exercise Realized($) Exercisable exercisable Exercisable exercisable
---- --------------- ---------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Ralph C. Guild.......... -- -- 1,253,759 1,306,000 $1,396,000 --
Marc G. Guild........... -- -- 208,960 208,960 191,450 $38,600
William J. McEntee,
Jr.................... -- -- 104,480 313,440 42,100 57,900
Stewart Yaguda.......... -- -- -- 208,960 -- 38,600
Charles Parra........... -- -- -- -- -- --
</TABLE>

Employee Benefit Plans

1999 Stock Incentive Plan. We established our 1999 Stock Incentive Plan to
help us attract, retain and motivate key personnel. The Stock Incentive Plan
provides them with incentives for making significant contributions to our
growth and profitability through the grant of stock options and stock
appreciation rights. Officers, key employees, consultants and directors are
eligible to participate in the Stock Incentive Plan. Key employees are those
who hold positions of responsibility or whose performance, in the judgment of
the Compensation Committee of the Board of Directors, can have a significant
effect on the growth and profitability of the Company. All our employees are
currently eligible to participate in the Stock Incentive Plan.

The Compensation Committee of the Board of Directors administers the Stock
Incentive Plan. The Committee has sole authority, among other things, to grant
awards, select the recipients of awards and determine the exercise price, term,
number of shares covered, vesting and other terms and conditions of each award.
The Committee will at all times have at least two directors who are not also
our officers or employees. Members of the Committee may receive awards.

We may grant awards under the Stock Incentive Plan in the form of non-
qualified stock options, incentive stock options, as defined under Section 422
of the Internal Revenue Code of 1986, as amended, and stock appreciation
rights. A maximum of 2,000,000 shares of common stock are available for awards
under the Stock Incentive Plan. Common stock subject to awards will normally be
Class A shares, but may be Class B shares if so determined by the Committee.
Shares that are related to awards that are forfeited, canceled or terminated,
or that expire unexercised or are settled in a manner so that the shares are
not issued, will again be available for new awards. As of the date hereof, we
have granted no options and no stock appreciation rights under the Stock
Incentive Plan.

The exercise price of the shares covered by awards under the Stock Incentive
Plan may not be less than the fair market value of those shares at the time of
grant. An option holder may pay the exercise price in cash, shares of common
stock or combinations of cash and stock, as determined by the Committee. The
Committee may permit payments to be deferred on such terms as the Committee
requires, or an option may be exercised through a same-day sale program without
any outlay by the option holder. To permit us to satisfy any tax payment
obligation resulting from an option exercise, we have the right to withhold an
appropriate number of the shares otherwise receivable by an option holder on
exercise or to require him or her to pay us an amount sufficient to satisfy
such tax obligation.

38
<PAGE>

Stock appreciation rights provide holders with the right to receive a
payment from us, in cash or stock, equal to the excess of the fair market value
of the shares covered by the right on the date of exercise over the exercise
price established on the date of grant.

No award will be exercisable within the first six months after its grant.
Generally, the recipient of an award may exercise it only while in our employ,
except that under some circumstances the Committee may permit exercise by
recipients who have retired or become disabled or who otherwise have had their
employment terminated. In addition, if a recipient dies while employed by us,
his or her estate, heirs or beneficiaries may, subject to restrictions and
limitations imposed by the Committee, exercise options held by the recipient at
the time of death. The Committee may also provide for the acceleration of
vesting and exercisability of awards and the extension of exercise periods if
we are subject to a change in control. Options are not transferable except by
will or by operation of law.

If a stock split, stock dividend, combination or reclassification of shares,
recapitalization, merger, consolidation or similar event occurs, we will make
proportional adjustments to the number of shares of common stock reserved for
issuance under the Stock Incentive Plan and issuable under outstanding options
and to the exercise prices of outstanding options.

The Stock Incentive Plan will terminate in November 2009, and no awards may
be granted under it after such termination. The Board of Directors may
terminate the Stock Incentive Plan at any time or may amend it from time to
time as it deems proper and in the best interests of the Company, provided that
no such amendment may impair any outstanding option or, without approval of our
stockholders, (i) increase the number of shares that may be issued under the
Stock Incentive Plan, (ii) materially increase the benefits to participants
under the Stock Incentive Plan, (iv) reduce the option price of an option
(except pursuant to the adjustment provisions of the Stock Incentive Plan) or
(v) extend the period during which any option may be granted under the Stock
Incentive Plan.

Employee Stock Ownership Plan. We established our Employee Stock Option Plan
in 1975 to provide employees with a stock ownership interest in our company.
The ESOP is a stock bonus plan qualified under Section 401(a) of the Code and
is also an employee stock ownership plan under Section 4975(e)(7) of the Code.
The assets of the ESOP are held in trust and are invested primarily in our
common stock. Our Board of Directors appoints trustees for the ESOP, who are
responsible for the administration of the ESOP and its investments. The
trustees are Ralph Guild, Leslie Goldberg and Marc Guild.

The ESOP trustees generally determine the manner in which the shares owned
by the ESOP are voted. ESOP participants, however, direct the trustees as to
the voting of the shares allocated to them on matters specified in the Code
such as a merger, recapitalization, liquidation, dissolution or asset sale. If
a participant fails to direct the trustees as to the voting of his or her
shares, the trustees will vote the shares as they deem appropriate.

Each of our employees becomes eligible to participate in the ESOP after one
year with a minimum of 1,000 hours of service. As of December 31, 1998, the
ESOP had 419 participants. ESOP participation is mandatory and non-contributory
for all eligible employees. A participant becomes fully vested in his or her
ESOP account in stages over five years of service or on his or her total and
permanent disability or death. If a participant's employment ends before he or
she is fully vested, any non-vested portion of his or her account is forfeited
and reallocated among the remaining participants.

While we may make annual cash or stock contributions to the ESOP, we have
not done so since 1994 and do not currently intend to do so. Interep loaned
$1.9 million to the ESOP in 1996 to fund distributions from the ESOP in
connection with the termination of employment of participants. As of December
31, 1998, the ESOP had repaid the loan in full.

Distributions to terminated employees of vested amounts in their accounts
have in the past generally been made in cash. After this offering, we expect
that most, if not all, distributions will be made in our Class A common stock
to the extent that an employee's account is invested in Class B common stock,
with the remainder to be made in the form of cash.

39
<PAGE>

Stock Growth Plan. We established the Stock Growth Plan in 1995 to provide
employees with a stock ownership interest in our company. The Stock Growth Plan
is a stock bonus plan qualified under Section 401(a) of the Code. The assets of
the Stock Growth Plan are held in trust and are invested primarily in common
stock. The trustees of the Stock Growth Plan are appointed by our Board of
Directors and are responsible for the administration of the Stock Growth Plan
and its investments. The trustees are Ralph Guild, Leslie Goldberg and Marc
Guild.

Each of our employees who is regularly scheduled to work at least 20 hours
per week is eligible to participate in the Stock Growth Plan. As of December
31, 1998, the Stock Growth Plan had 594 participants. Stock Growth Plan
participation is mandatory for all eligible employees. All Stock Growth Plan
participants are at all times fully vested in their accounts.

We make regular payments to the Stock Growth Plan following each payroll
period in amounts determined by our Board of Directors, subject to certain
limitations under the Code. These payments are primarily in the form of cash
(although payments in shares of common stock are permitted). These cash
payments are used to purchase shares of common stock from the ESOP. These
purchases fulfill the Stock Growth Plan's purpose of investing in our company
while providing liquidity for the ESOP.

The Stock Growth Plan trustees generally determine the manner in which the
shares owned by the Stock Growth Plan are voted. Participants, however, direct
the trustees as to the voting of the shares allocated to them on matters
specified in the Code such as a merger, recapitalization, liquidation,
dissolution or asset sale. If a participant fails to direct the trustees as to
the voting of his or her shares, the trustees will vote the shares as they deem
appropriate.

Distributions to terminated employees of their accounts have in the past
generally been made in cash. After this offering, we expect that most, if not
all, distributions will be made in our Class A common stock, except to the
extent the employee's account has a cash balance.

401(k) Plan. We maintain a 401(k) Plan, which allows employees to save a
portion of their salaries on a tax-deferred basis. Each of our employees
becomes eligible to participate in the 401(k) Plan after one year of service.
As of December 31, 1998, the 401(k) Plan had 560 participants. The assets of
the 401(k) Plan are held in trust. The trustee of the 401(k) Plan is appointed
by our Board of Directors, and the current trustee is Fidelity Management Trust
Company.

Each eligible employee may make a pre-tax contribution from salary in an
amount not greater than 15% of his or her total compensation during each
calendar year. For 1998, the limit under the Code for pre-tax contributions was
$10,000.

If a participant makes a pre-tax contribution, we make a matching
contribution equal to a percentage of the first 6% of the participant's
compensation. That percentage is determined annually by our Board of Directors.
The percentage for 1998 was 50%. We may also make discretionary contributions
to be allocated among all participants in proportion to their relative total
compensation. To share in the allocation of matching contributions and
discretionary contributions, a participant must be employed on the last day of
the relevant year. To share in discretionary contributions in any year, a
participant must also complete at least 1,000 hours of service in that year.
These requirements do not apply, however, if a participant's employment ends
during the year due to retirement, death or disability. In any year, combined
company and employee contributions (together with contributions to the ESOP and
the Stock Growth Plan) allocated to a participant may not exceed the lesser of
$30,000 or 25% of a participant's total taxable compensation for the year.

The portion of a participant's account balance attributable to pre-tax
contributions is at all times fully vested and non-forfeitable, while the
portion attributable to contributions made by us vests in 20% increments on the
completion of each year of service. Participants direct the investment of their
accounts. The 401(k) Plan currently offers participants the choice of four
mutual funds provided through Fidelity Investments.

40
<PAGE>

A 401(k) participant's account will be distributed to him or her after he or
she leaves our employ, attains retirement age, dies or becomes disabled. In
addition, on attaining age 59, a participant may elect to withdraw the balance
in his or her account. A participant may also apply for an earlier hardship
withdrawal of his or her pre-tax contributions in certain circumstances.
Subject to certain limitations imposed by the 401(k) Plan and federal law, a
participant is also permitted to borrow from the 401(k) Plan.

Employment Contracts

Ralph Guild is employed as our Chairman of the Board and Chief Executive
Officer under an employment agreement. The term of this agreement runs through
February 29, 2004 and is automatically extended for an additional year each
March 1 unless either we or Ralph Guild notifies the other on or before
February 1 of the same year of our or his election not to extend the agreement.
Ralph Guild receives a base salary of not less than $925,000 per year, plus any
bonus, incentive or other types of additional compensation which our Board of
Directors determines to pay. Further, he is entitled to receive annual
incentive compensation based on increases in our Adjusted EBITDA. If Adjusted
EBITDA for any year is greater than the Adjusted EBITDA for the previous year,
Ralph Guild will be entitled to a bonus equal to a percentage of his base
salary equal to two times the percentage increase of Adjusted EBITDA for such
year over the higher of Adjusted EBITDA for the prior year and the highest
Adjusted EBITDA for any prior year back to 1998. If we elect not to extend the
term of the agreement, we are required to retain Ralph Guild as a consultant
for an additional two years at a fee equal to his base salary in effect at such
time.

The agreement provides for continued payment of Ralph Guild's base salary
through the balance of its term, plus two years, if (i) Ralph Guild terminates
his employment with us by reason of our material breach of the agreement, (ii)
Ralph Guild is not re-appointed as Chairman of the Board and Chief Executive
Officer or ceases to be elected as a director, other than by his own choice or
for reasons justifying termination of his employment by us for cause, or (iii)
there is a change in control of our Board of Directors. Ralph Guild may not
compete with us during the term of the employment agreement and thereafter for
as long as he is receiving compensation under the agreement. The agreement also
provides (i) in the case of Ralph Guild's permanent disability, for payments to
Ralph Guild equal to 75% of his then current salary, less any income disability
benefits to which he may be entitled, for the balance of his employment term
and (ii) in the case of Ralph Guild's death, at the option of his estate or his
designated beneficiary, for a death benefit equal to either the present value
at the time of his death of the entire amount of the salary that would have
been payable to him for the balance of his employment term or the payment of
his then current salary over the balance of his employment term.

Ralph Guild also has a supplemental income agreement pursuant to which we
pay him $104,583 per year, payable in monthly installments, through 2008. We
maintain a whole life insurance policy on Ralph Guild for the purpose of
funding the supplemental income agreement.

Marc Guild is employed as our President, Marketing Division under an
employment agreement. The term of this agreement runs through January 1, 2001
and is automatically extended for an additional year each January 1 unless
either we or Marc Guild notifies the other on or before December 1 of the
preceding year of our or his election not to extend the agreement. Under the
agreement, Marc Guild receives a base annual salary of $320,000 and an
incentive amount of $80,000 per year, which is payable by us only if we achieve
certain financial or other goals set by Marc Guild and us at the beginning of
each year. The agreement provides for continued payments of base salary through
the balance of its term if (i) there is a change in control of our company,
(ii) Marc Guild is not re-appointed to his office with us or ceases to be a
director, other than by reason of his own choice or the termination of his
employment for cause or (iii) Marc Guild's termination of his employment by
reason of a material breach by us of the agreement. The agreement also provides
(i) in the case of Marc Guild's permanent disability, for payments to him equal
to 75% of his then current salary, less any income disability benefits that he
may receive or to which he may be entitled, for the duration of the term of the
agreement and (ii) in the case of Marc Guild's death, at the option of his
estate or his designated

41
<PAGE>

beneficiary, for a death benefit equal to the present value at the time of
death of the entire amount of the salary that would have been payable to him
for the balance of his employment term or the payment of his then current
salary over the balance of his employment term.

Indemnification Agreements

We are a party to an indemnification agreement with each of our directors
and certain of our executive officers. These agreements entitle these persons
to be indemnified, which may include advancement of expenses, to the fullest
extent permitted by law for all expenses, judgments, fines, penalties and
settlement payments incurred by an indemnitee in actions brought against him or
her in connection with any act taken in his or her capacity as a director or
executive officer. Under these agreements, each decision as to indemnification
will be made by a majority of the disinterested members of our Board of
Directors, if such members constitute a quorum of the full Board, or otherwise
by independent legal counsel selected by our Board.

42
<PAGE>

CERTAIN TRANSACTIONS

In July 1998, we redeemed all of the 1,389 shares of the Series B preferred
stock and the 232,990 shares of the common stock held by our Compensation
Deferral Plan for $2.6 million, of which $1.4 million was attributable to the
face value of the shares of the Series B preferred stock and the balance was
attributable to the common stock. Following that redemption, we terminated the
Compensation Deferral Plan and paid cash distributions to its 15 participants
out of the proceeds of the redemption, including $1.1 million to Ralph Guild,
$100,000 to Marc Guild and $100,000 to Mr. Yaguda.

Pursuant to a services agreement between Media Financial Services, Inc. and
us, we retained Media Financial, for a five-year term commencing June 1, 1997,
to provide financial and accounting services for us and our subsidiaries. These
services include the preparation of monthly, quarterly and annual financial
statements, the preparation and filing of federal, state and local tax returns
and all billing, accounts receivable, accounts payable and collections
functions. Under the services agreement, Mr. McEntee, who is the President and
sole stockholder of Media Financial, is in charge of all services rendered by
Media Financial to us and also serves as our Vice President and Chief Financial
Officer for an annual salary of $120,000. For its services, we paid Media
Financial a fee of approximately $2.5 million in the first year of the services
agreement. Its annual fees for the second, third, fourth and fifth years will
be approximately $2.7 million, $2.8 million, $3.0 million and $3.1 million,
respectively.

Since December 1979, we have leased a building from a trust of which Ralph
Guild is the income beneficiary, Marc Guild is the trustee and Marc Guild, Adam
Guild and their siblings are residual beneficiaries. We use the building from
time to time for training sessions and management meetings. The lease expires
on December 31, 2009 and provides for base annual rentals increasing from
$78,000 in 1999 to $102,000 over the remaining term of the lease, subject to
adjustment for actual usage. In each of 1996, 1997 and 1998, total lease
expense was $74,000. We also lease an apartment in New York City from a limited
partnership of which Marc Guild, Adam Guild and their siblings are limited
partners. The apartment is for the use of our visiting employees, including
Ralph Guild, when they are working in the New York office. The lease expires on
January 31, 2009 and provides for annual rent of $120,000, subject to increase
for up to 50% of any increases in applicable real estate taxes and common
charges. We believe the terms of these lease arrangements are at least
comparable to, if not more favorable to us than, the terms which would have
been obtained in transactions with unrelated parties. We intend to continue
these or other arrangements in the future as long as we believe each
transaction is more beneficial to us than using an unrelated provider. Adam
Guild and Phillip Brown, who are Ralph Guild's son and son-in-law,
respectively, are also employees.

In June 1998, we disposed of our non-radio rep firm subsidiary, Corporate
Family Network, Inc., or CFN. The results of operations of CFN had resulted in
immaterial losses since its inception. We sold CFN to Ralph Guild for a
purchase price of $200,000, which was our estimate of the net fair market value
of CFN, payable $50,000 in cash and $150,000 by execution and delivery by Mr.
Guild of a promissory note payable in three annual installments of $50,000 each
and bearing interest at a fluctuating rate equal to the prime rate of
BancBoston, N.A., plus one percent.

43
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information concerning the beneficial
ownership of our shares of common stock held on September 30, 1999, and as
adjusted to reflect the sale of the shares of Class A common stock offered by
this prospectus, by (i) each person known to us to own beneficially more than
5% of the common stock, (ii) the selling stockholder, (iii) each of our
directors, (iv) each of the executive officers and (v) all directors and
executive officers as a group. As of September 30, 1999 there were 5,893,889
shares of common stock outstanding. All of the shares indicated will be
converted into shares of Class B common stock prior to the closing of this
offering, except that shares to be sold by the selling stockholder in this
offering will automatically convert into shares of Class A common stock on sale
to the underwriters. See "Description of Capital Stock" and "Underwriting."

The number and percentage of shares beneficially owned are determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Shares of common stock subject to options that are currently
exercisable, or exercisable within 60 days of September 30, 1999, are deemed to
be beneficially owned by the person holding the options for the purpose of
computing that person's percentage ownership, but are not treated as
outstanding for the purpose of computing the percentage ownership of any other
person. Unless otherwise indicated in the footnotes, each person or entity has
sole voting and investment power (or shares these powers with his or her
spouse) with respect to the shares shown as beneficially owned.

<TABLE>
<CAPTION>
Shares Shares Percent of
Beneficially Shares to be Beneficially Total Voting
Owned Sold in Owned After Power After
Prior to Offering Offering Offering Offering
----------------- ------------ ----------------- ------------
Name Number Percent Number Percent
---- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
ESOP (1)................ 3,511,925 59.6% 987,500 2,524,425 24.4% 46.3%
Stock Growth Plan (1)... 1,808,965 30.7 1,808,965 17.5 33.2
Ralph C. Guild (2)(3)... 3,473,623 41.1 3,285,839 25.5 41.0
Marc G. Guild (2)(4).... 608,031 9.6 576,206 5.4 9.8
William J. McEntee, Jr.
(5)................... 420,804 6.7 420,804 3.9 7.2
Stewart Yaguda (6)...... 228,519 3.7 226,432 2.1 4.0
Charles Parra........... 7,460 * 7,346 * *
Leslie D. Goldberg (7).. 52,240 * 52,240 * *
Jerome S. Traum......... -- -- -- --
All Directors and
Executive Officers as
a Group (7 Persons)
(1)(3)(4)(5)(6)(7).... 4,790,677 50.2 4,568,867 32.6
</TABLE>
- --------
* Less than 1%

(1) The shares shown in this table as being owned beneficially by Messrs. Ralph
Guild, Marc Guild, McEntee, Yaguda and Parra and by all directors and
executive officers as a group include shares owned by the ESOP and the
Stock Growth Plan and allocated to plan accounts maintained for such
persons. As of September 30, 1999, the combined number of shares allocated
by such plans to such persons and all directors and executive officers as a
group was as follows: Ralph Guild, 680,770 shares, Marc Guild, 126,797
shares, William J. McEntee, Jr., 2,884 shares, Stewart Yaguda, 19,559
shares, Charles Parra, 7,460 shares, and all directors and executive
officers as a group, 837,470 shares. ESOP and Stock Growth Plan
participants have the right to direct the votes of the shares allocated to
them with respect to certain significant matters submitted to a vote of
stockholders, although the trustees of the ESOP and Stock Growth Plan have
the authority to vote all shares held by such plans in their discretion
with regard to all other matters, including the election of directors.
Messrs. Ralph Guild, Goldberg and Marc Guild are the trustees of the ESOP
and the Stock Growth Plan. See "Management--Executive Compensation."

(2) Ralph Guild and Marc Guild are father and son and each disclaims beneficial
ownership of the other's holdings.

44
<PAGE>

(3) Includes options granted to Ralph Guild (i) in 1988 to purchase 208,960
shares of common stock at an exercise price of $1.56 per share, (ii) in
1991 to purchase 208,960 shares at an exercise price of $2.77 per share,
(iii) in 1995 to purchase 208,960 shares at an exercise price of $3.91 per
share, (iv) in June 1998 to purchase 626,880 shares at an exercise price of
$3.80 per share, (v) in July 1998 to purchase 1,253,759 shares at an
exercise price of $4.02 per share and (vi) in December 1998 to purchase
52,240 shares at an exercise price of $4.20. All of such options are
currently exercisable. The options referred to in clauses (i), (ii) and
(iii) expire in December 2005 and the options referred to in clauses (iv),
(v) and (vi) expire in June 2008, July 2008 and December 2008,
respectively. All of the exercise prices referred to in Notes 3 through 7
were equal to the value per share of common stock as determined by an
independent appraisal as of the time of the grant of the options.

(4) Includes options granted to Marc Guild in (i) 1991 to purchase 104,480
shares of common stock at the exercise price of $2.77 per share, (ii) June
1998 to purchase 104,480 shares at the exercise price of $3.80 per share
and (iii) July 1998 to purchase 208,960 shares at the exercise price of
$4.02 per share, all of which options are fully exercisable. These options
expire in December 2005, June 2008 and July 2008, respectively.

(5) Includes options granted to Mr. McEntee in (i) June 1998 to purchase
104,480 shares of common stock at the exercise price of $3.80 per share and
(ii) July 1998 to purchase 313,440 shares at the exercise price of $4.02
per share, all of which options are fully exercisable. Such options will
expire in June 2008 and July 2008, respectively.

(6) Includes options granted to Mr. Yaguda in July 1998 to purchase 208,960
shares of common stock at the exercise price of $4.02 per share, which
options are fully exercisable and will expire in July 2008.

(7) Includes options granted to Mr. Goldberg in December 1998 to purchase
52,240 shares of common stock at an exercise price of $4.20 per share which
options are fully exercisable and will expire in December 2008.

The address for the ESOP, the Stock Growth Plan and Messrs. Marc Guild,
Yaguda and Parra is Interep National Radio Sales, Inc., 100 Park Avenue, New
York, New York 10017. Ralph Guild's address is 10 South Lake Trail, Palm Beach,
Florida 33480. Mr. Goldberg's address is 200 Keller Lane, North Salem, New York
10560. Mr. McEntee's address is 2090 Palm Beach Lakes Boulevard, West Palm
Beach, Florida 33409. Mr. Traum's address is Moses & Singer LLP, 1301 Avenue of
the Americas, New York, New York 10019.

45
<PAGE>

DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock is qualified in its entirety
by reference to our Restated Certificate of Incorporation, which is an exhibit
to the registration statement contained in this prospectus.

Immediately after the completion of this offering, our authorized capital
stock will consist of 20,000,000 shares of Class A common stock, 10,000,000
shares of Class B common stock and 1,000,000 shares of preferred stock. The par
value per share of each such class and series will be $.01. Immediately after
the completion of this offering, there will be outstanding 5,416,667 shares of
Class A common stock, 4,923,962 shares of Class B common stock and no shares of
preferred stock.

Class A Common Stock and Class B Common Stock

Holding Restrictions and Conversion. Only qualified holders, that is,
members of our Board of Directors, our active employees, the controlled
affiliates, spouses, estates or personal representatives of directors and
employees, and our employee benefit plans, including the ESOP and the Stock
Growth Plan, may hold Class B common stock. Class B shares convert into an
equal number of Class A shares automatically when the shares are no longer
beneficially owned by qualified holders. In addition, at the option of a holder
of Class B shares, such shares may be converted into Class A shares at any
time. The Class B shares being sold by the ESOP in this offering will
automatically convert into shares of Class A common stock on sale to the
underwriters. Class B shares converted into Class A shares will be canceled and
restored to the status of authorized but unissued shares.

Voting Rights. Generally, the Class A shares and Class B shares vote as a
single class on matters submitted to a vote of the stockholders, including the
election of directors. Each Class A share is entitled to one vote and each
Class B share is entitled to ten votes, except for certain amendments of our
Restated Certificate of Incorporation, certain "going private" transactions
involving the ESOP, Ralph Guild, our executive officers acting as a group or
any of their affiliates or as otherwise required by applicable law.

Under New York law, the affirmative vote of the holders of a majority of the
outstanding Class A shares would be required to approve any amendment to the
Restated Certificate of Incorporation that would adversely modify or change the
powers, preferences or rights of the shares of such class. Further, while both
classes of our common stock would vote as a single class with respect to any
"going private" transaction (i.e., a "Rule 13e-3 Transaction" as such term is
defined in Rule 13e-3 under the Exchange Act) involving Ralph Guild, our
executive officers acting as a group, the ESOP or any of their affiliates, each
Class B share would be entitled to only one vote with respect to any such
transaction. Ralph Guild, management as a group or the ESOP would be able to
exercise a substantial influence on any proposed "going private" transaction.
None of them, however, has any present intention to effect such a transaction,
and there is no agreement among any of them or any other stockholders as to how
they would vote their shares of common stock if any such transaction were
proposed in the future.

Immediately after the completion of this offering, Class B stockholders will
be able to control virtually all matters requiring stockholder approval,
including the election of directors, and will be able to effect an amendment to
the Restated Certificate of Incorporation, subject to New York law as noted
above, or a merger, a sale of all or substantially all of our assets or other
significant corporate transactions (other than a "going private" transaction)
without the approval of the Class A stockholders.

Dividends. Class A stockholders and Class B stockholders are entitled to
receive dividends as declared from time to time by the Board of Directors out
of funds legally available for the payment of dividends. Under our revolving
credit agreement, we are not permitted to make distributions to our
stockholders, other than dividends payable solely in common stock. In addition,
we do not intend to declare dividends in the foreseeable future. Dividends may
be paid to either the Class A stockholders or the Class B stockholders only if
the same dividend is paid to holders of the other class of common stock, except
that stock dividends will be made in the corresponding class of common stock.

46
<PAGE>

Liquidation and Merger. In the event of our liquidation, dissolution or
winding up, Class A stockholders and Class B stockholders will share with each
other on a ratable basis as a single class in the assets available for
distribution after payment of all creditors and payments due in respect of any
of our senior securities, including the preferred stock. On any merger or
consolidation, the Class A stockholders and the Class B stockholders are
entitled to receive equal per share payments or distributions, although they
may receive different securities in the surviving corporation if the provisions
differentiating the rights of their respective classes of common stock in the
surviving corporation are substantially identical to the provisions currently
differentiating their rights.

Other Provisions. Class A shares and Class B shares have no cumulative
voting rights or preemptive rights to subscribe to any additional securities
that we may issue. There are no redemption or sinking fund provisions
applicable to the Class A shares or Class B shares, nor is either such class
subject to calls or assessments by us. We may not subdivide or combine shares
of either class of our common stock without at the same time combining or
subdividing shares of the other class in the same proportion.

Preferred Stock

We are authorized to issue up to 1,000,000 shares of preferred stock. Our
Board of Directors is authorized, without further stockholder approval, to
provide for the issuance of shares of preferred stock from time to time in
different series and to fix before issuance the powers, designations,
preferences and relative rights of each series, the qualifications, limitations
or restrictions thereof, including the number of shares included in each series
and the dividend rights and rates, conversion rights, voting rights, terms of
redemption (including sinking fund provisions), redemption price or prices and
liquidation preferences. The issuance of preferred stock, while providing
desirable flexibility in connection with possible acquisitions and other
corporate purposes, may have the effect of discouraging, delaying or preventing
a change in control.

Anti-Takeover Protections

As a New York corporation, we are subject to the provisions of Section 912
of the New York Business Corporation Law. Section 912 provides, with certain
exceptions, that a New York corporation may not engage in a "business
combination" (e.g., merger, consolidation, recapitalization or disposition of
stock) with any "interested stockholder" for a period of five years from the
date that such person became an interested stockholder unless (i) the
transaction resulting in a person becoming an interested stockholder, or the
business combination was approved by the board of directors of the corporation
prior to that person becoming an interested stockholder, (ii) the business
combination is approved by the holders of a majority of the outstanding voting
stock not beneficially owned by such interested stockholder, or (iii) the
business combination meets certain valuation requirements for the stock of the
New York corporation. An "interested stockholder" is defined as any person that
is the beneficial owner of 20% or more of the outstanding voting stock of the
New York corporation or is an affiliate or associate of the corporation who at
any time during the five years prior was the beneficial owner, directly or
indirectly, of 20% or more of the then outstanding voting stock. These
provisions are likely to impose greater restrictions on an unaffiliated
stockholder than on the ESOP, the Stock Growth Plan and members of management.

Transfer Agent

Our transfer agent is .

47
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has not been any public market for our common
stock. Sales of substantial amounts of Class A common stock in the public
market could adversely affect the prevailing market price of the Class A common
stock.

Immediately after completion of this offering, we will have 10,340,629
shares of common stock outstanding (11,153,129 shares if the underwriters'
over-allotment option is exercised in full), based on 5,911,462 shares
outstanding as of October 31, 1999. Of these shares, the 5,416,667 shares of
Class A common stock offered hereby (6,229,167 shares if the underwriters'
over-allotment option is exercised in full) will be eligible for sale in the
public market after the completion of this offering without restrictions under
the Securities Act, except by persons who may be deemed to be "affiliates," as
such term is defined in Rule 144 under the Act. All of the remaining 4,923,962
shares of our common stock to be outstanding immediately after this offering
will be shares of Class B common stock, which by their terms convert into an
equal number of shares of Class A common stock either at the option of the
holder thereof or automatically when they are no longer beneficially owned by
qualified holders. See "Description of Capital Stock." In addition, there is an
aggregate of 4,231,439 shares of Class B common stock issuable on exercise of
outstanding employee stock options and 2,000,000 shares of common stock
reserved for issuance on exercise of awards under the Stock Incentive Plan
which may be granted in the future. All such shares will be "restricted
securities" for purposes of Rule 144 under the Act and may not be resold in a
public distribution except in compliance with the registration requirements of
the Act or pursuant to an exemption therefrom.

The ESOP, the Stock Growth Plan and each other holder of more than 1% of the
shares of Class B common stock to be outstanding after completion of this
offering (including the holders of options exercisable into such shares and
employee benefit plan participants with respect to shares allocated to their
plan accounts) have entered into contractual "lock-up" agreements. These
agreements provide that the holders will not offer, sell, contract to sell or
grant any option to purchase or otherwise dispose of the shares of common stock
owned by them for a period of 180 days from the date of this prospectus without
the prior written consent of BancBoston Robertson Stephens Inc. As a result of
these contractual restrictions, notwithstanding possible earlier eligibility
for sale under the provisions of Rules 144, 144(k) or 701, shares subject to
lock-up agreements will not be saleable until such agreements expire.

Prior to the closing of this offering, we will enter into an agreement with
the ESOP and the Stock Growth Plan granting certain piggy-back and demand
registration rights which will entitle such plans to require us to register the
shares held by them for resale under the Securities Act of 1933. These rights
are subject to limitations. The piggy-back rights are not exercisable until one
year after completion of this offering while the demand rights are exercisable
one year later. During the first two years after completion of this offering,
the ESOP and Stock Growth Plan may only sell shares:

. to each other;

. under Rule 144;

. in response to a tender offer made by a third party for 100% of our
stock; and

. on exercise of their piggy-back rights.

Thereafter, the ESOP and Stock Growth Plan may sell shares:

. on exercise of their demand and piggy-back rights;

. under Rule 144; and

. otherwise, but subject to the requirement of obtaining the approval of a
majority of our independent directors in certain circumstances.

48
<PAGE>

We intend to file a registration statement on Form S-8 under the Securities
Act to register all shares of Class B common stock subject to outstanding stock
options and common stock issuable under our 1999 Stock Incentive Plan.

Prior to the closing of this offering, the ESOP will agree to limit its
purchases of Class A common stock so that it does not increase its holdings by
more than one-third of the outstanding Class A common stock in any three-year
period, unless our independent directors approve the purchase of a greater
amount.

Shares held by the ESOP or the Stock Growth Plan may eventually be
distributed to participants in such plans in connection with the termination of
employment of participants who request that their plan accounts be distributed
to them in the form of shares, rather than cash. In such event, and following
the expiration of the lock-up agreements, such shares (which would
automatically be converted into shares of Class A common stock), as well as any
shares issued on exercise of employee stock options, would also be available
for sale in the public market pursuant either to Rule 701 under the Act or,
with respect solely to the ESOP, Securities and Exchange Commission Release No.
33-6281 (January 15, 1981). Rule 701 and that release permit resales of such
shares in reliance on Rule 144 but without compliance with certain
restrictions, including the holding period requirement, of Rule 144.

In general, under Rule 144 as currently in effect, beginning 90 days after
the date of this prospectus, a person (or persons whose shares are aggregated),
including one of our affiliates who has beneficially owned "restricted
securities" for at least two years would be entitled to sell within any three-
month period a number of shares that does not exceed the greater of 1% of the
outstanding shares of Class A common stock or the reported average weekly
trading volume of the Class A common stock during the four calendar weeks
preceding such sale. Sales under Rule 144 are also subject to certain manner-
of-sale provisions and notice requirements and to the availability of current
public information about us. Under Rule 144(k), a person who is not deemed to
have been an affiliate at any time during the 90 days preceding a sale and who
has beneficially owned the shares proposed to be sold for at least three years,
is entitled to sell such shares without complying with the manner-of-sale,
current public information, volume limitation or notice provisions of Rule 144.
Sales of "restricted securities" by an affiliate, even after a three-year
holding period, must continue to be made in compliance with Rule 144.

49
<PAGE>

UNDERWRITING

The underwriters named below, acting through their representatives,
BancBoston Robertson Stephens Inc., Bear, Stearns & Co. Inc., HCFP/Brenner
Securities, LLC and SPP Capital Partners, LLC, have severally agreed with us,
subject to the terms and conditions of the underwriting agreement, to purchase
from us and the ESOP the number of shares of common stock set forth opposite
their names below. The underwriters are committed to purchase and pay for all
of the shares if any are purchased.

<TABLE>
<CAPTION>
Number
Underwriters of Shares
------------ ---------
<S> <C>
BancBoston Robertson Stephens Inc.................................
Bear, Stearns & Co. Inc...........................................
HCFP/Brenner Securities, LLC......................................
SPP Capital Partners, LLC.........................................
---------
Total........................................................... 5,416,667
=========
</TABLE>

We have been advised that the underwriters propose to offer the shares of
Class A common stock to the public at the public offering price located on the
cover page of this prospectus and to dealers at that price less a concession of
not in excess of $ per share, of which $ may be reallowed to other dealers.
After the initial public offering, the public offering price, concession and
reallowance to dealers may be reduced by the representatives. No reduction in
this price will change the amount of proceeds to be received by us as indicated
on the cover page of this prospectus.

Over-Allotment Option. The ESOP has granted to the underwriters an option
exercisable during the 30-day period after the date of this prospectus, to
purchase up to 812,500 additional shares of Class A common stock at the same
price per share as we and the ESOP will receive for the 5,416,667 shares that
the underwriters have agreed to purchase. To the extent that the underwriters
exercise this option, each of the underwriters will have a firm commitment to
purchase approximately the same percentage of additional shares that the number
of shares of Class A common stock to be purchased by it shown in the above
table represents as a percentage of the 5,416,667 shares offered by this
prospectus. If purchased, the additional shares will be sold by the
underwriters on the same terms as those on which the 5,416,667 shares are being
sold. The ESOP will be obligated, under this option, to sell shares to the
extent the option is exercised. The underwriters may exercise the option only
to cover over-allotments made in connection with the sale of the 5,416,667
shares of Class A common stock offered by this prospectus.

The following table shows the per share and total underwriting discounts and
commissions to be paid by us to the underwriters. This information is presented
assuming either no exercise or full exercise by the underwriters of their over-
allotment option.

<TABLE>
<CAPTION>
Without With
Over-Allotment Over-Allotment
Per Share Option Option
--------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Assumed public offering
price.................... $12.00 $65,000,000 $74,750,000
Underwriting discounts and
commissions.............. 0.84 4,550,000 5,232,500
Proceeds, before expenses,
to us.................... 11.16 49,429,500 49,429,500
Proceeds to the ESOP....... 11.16 11,020,500 20,088,000
</TABLE>

The expenses of the offering payable by us are estimated at $ .
BancBoston Robertson Stephens Inc. expects to deliver the shares of Class A
common stock to purchasers on , 1999.

50
<PAGE>

Indemnity. The underwriting agreement contains covenants of indemnity among
the underwriters, the ESOP and us against certain civil liabilities, including
liabilities under the Securities Act of 1933 and liabilities arising from
breaches of representation and warranties contained in the underwriting
agreement.

Future Sales. Each of our executive officers, directors and other
significant stockholders of record, including the ESOP and Stock Growth Plan,
has agreed with the representatives, for a period of 180 days after the date of
this prospectus, not to offer to sell, contract to sell or otherwise sell,
dispose of, loan, pledge or grant any rights with respect to any shares of
Class A common stock, any options or warrants to purchase any shares of Class A
common stock, or any securities convertible into or exchangeable for shares of
Class A common stock owned as of the date of this prospectus or acquired
directly from us by these holders or with respect to which they have or may
acquire the power of disposition, without the prior written consent of
BancBoston Robertson Stephens Inc. However, BancBoston Robertson Stephens Inc.
may, in its sole discretion and at any time without notice, release all or any
portion of the securities subject to lock-up agreements. There are no
agreements between the representatives and any of our stockholders providing
consent by the representatives to the sale of shares prior to the expiration of
the 180-day lock-up period. In addition, we have generally agreed that, during
the 180-day lock-up period, we will not, without the prior written consent of
BancBoston Robertson Stephens Inc., (a) consent to the disposition of any
shares held by stockholders prior to the expiration of the 180-day lock-up
period or (b) issue, sell, contract to sell or otherwise dispose of, any shares
of Class A common stock, other than our sale of shares in the offering, our
issuance of Class A common stock upon the exercise of currently outstanding
options and warrants, and our issuance of incentive awards under our stock
incentive plan. See "Shares Eligible for Future Sale."

The underwriters have informed us that they do not intend to confirm sales
to any accounts over which they exercise discretionary authority.

No Prior Public Market. Prior to this offering, there has been no public
market for the Class A common stock. Consequently, the initial public offering
price for the Class A common stock offered by this prospectus will be
determined through negotiations among the ESOP, the representatives and us.
Among the factors to be considered in these negotiations are prevailing market
conditions, our financial information, market valuations of other companies
that we and the representatives believe to be comparable to us, estimates of
our business potential, the present state of our development and other factors
deemed relevant.

Stabilization. The representatives have advised us that, under Regulation M
under the Securities Exchange Act of 1934, some participants in the offering
may engage in transactions, including stabilizing bids, syndicate covering
transactions or the imposition of penalty bids, that may have the effect of
stabilizing or maintaining the market price of the Class A common stock at a
level above that which might otherwise prevail in the open market. A
"stabilizing bid" is a bid for or the purchase of the Class A common stock on
behalf of the underwriters for the purpose of fixing or maintaining the price
of the Class A common stock. A "syndicate covering transaction" is the bid for
or purchase of the Class A common stock on behalf of the underwriters to reduce
a short position incurred by the underwriters in connection with the offering.
A "penalty bid" is an arrangement permitting the representatives to reclaim the
selling concession otherwise accruing to an underwriter or syndicate member in
connection with the offering if the Class A common stock originally sold by the
underwriter or syndicate member is purchased by the representatives in a
syndicate covering transaction and has therefore not been effectively placed by
the underwriter or syndicate member. The representatives have advised us that
these transactions may be effected on the Nasdaq National Market or otherwise
and, if commenced, may be discontinued at any time.

Affiliates. Certain affiliates of BancBoston Robertson Stephens Inc. and
HCFP/Brenner Securities were initial purchasers in our offering of our Senior
Subordinated Notes in July 1998, for which they received customary
compensation. An affiliate of BancBoston Robertson Stephens Inc. and a joint
marketing partner of SPP Capital Partners are lenders in our revolving credit
agreement.

51
<PAGE>

LEGAL MATTERS

The validity of the shares of Class A common stock offered and certain legal
matters will be passed on for us by Salans Hertzfeld Heilbronn Christy &
Viener, New York, New York. Certain legal matters will be passed on for the
underwriters by Hale and Dorr LLP. Certain legal matters will be passed on for
the ESOP by Rosenman & Colin LLP.

EXPERTS

Arthur Andersen LLP, independent public accountants, has audited our
financial statements and schedules as of December 31, 1998 and 1997 and for the
three years ended December 31, 1998 as indicated in its audit report that is
included in this prospectus. These financial statements and schedules are
included in this prospectus in reliance on Arthur Andersen LLP's report, which
is given on its authority as an expert in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

Since March 1999, we have filed an annual report on Form 10-K and quarterly
reports on Form 10-Q with the Securities and Exchange Commission. We have also
filed with the Commission a registration statement on Form S-1 under the
Securities Act with respect to the Class A common stock being offered. This
prospectus, which is a part of the registration statement, does not contain all
of the information set forth in the registration statement and its exhibits and
schedules. For further information with respect to us and the Class A common
stock offered hereby, please refer to the registration statement and its
exhibits and schedules. Statements in this prospectus concerning the contents
of any agreement or other document may not be complete. Please refer to the
exhibit or schedule for a more complete description of the matter involved.
Each statement in this prospectus relating to those documents is qualified in
its entirety by the content of those exhibits or schedules.

The registration statement, including its exhibits and schedules, may be
inspected, without charge, at the public reference facilities of the Commission
at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the
Commission's regional offices located at the Northwest Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of this material can also be
obtained from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549 on payment of
prescribed fees. The Commission also maintains a website that contains the
registration statement which we filed with the Commission. The address of the
website is http://www.sec.gov.

We intend to furnish holders of our Class A common stock with annual reports
containing, among other information, audited consolidated financial statements
certified by an independent public accounting firm, and we intend to make
available quarterly reports containing unaudited condensed financial
information for the first three quarters of each fiscal year. We intend to
furnish these other reports as we may determine or as may be required by law.

52
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Public Accountants.................................. F-2
Consolidated Balance Sheets as of December 31, 1998 and 1997 ............. F-3
Consolidated Statements of Operations for the Years Ended December 31,
1998, 1997 and 1996 ..................................................... F-4
Consolidated Statements of Shareholders' Deficit for the Years Ended
December 31, 1998, 1997
and 1996................................................................. F-5
Consolidated Statements of Cash Flows for the Years Ended December 31,
1998, 1997 and 1996 ..................................................... F-6
Notes to Consolidated Financial Statements................................ F-7
Schedule II--Valuation and Qualifying Accounts............................ F-19
Consolidated Balance Sheet as of September 30, 1999 (unaudited) .......... F-20
Consolidated Statements of Operations for the Three and Nine Months Ended
September 30, 1999
and 1998 (unaudited)..................................................... F-21
Consolidated Statements of Shareholders' Deficit for the Nine Months Ended
September 30,
1999 (unaudited)......................................................... F-22
Consolidated Statements of Cash Flows for the Nine Months Ended September
30, 1999
and 1998 (unaudited)..................................................... F-23
Notes to Unaudited Interim Consolidated Financial Statements.............. F-24
</TABLE>

F-1
<PAGE>

The following is in the form that will be signed upon the completion of the
stock split described in Note 14 of the consolidated financial statements.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Interep National Radio Sales, Inc.:

We have audited the accompanying consolidated balance sheets of Interep
National Radio Sales, Inc. (a New York corporation) and subsidiaries as of
December 31, 1998 and 1997, and the related consolidated statements of
operations, shareholders' deficit and cash flows for each of the three years in
the period ended December 31, 1998. These financial statements and the schedule
referred to below are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Interep National Radio
Sales, Inc. and subsidiaries as of December 31, 1998 and 1997, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1998, in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index of
financial statements is presented for purposes of complying with the Securities
and Exchange Commission's rules and is not part of the basic financial
statements. This schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.

Arthur Andersen LLP

New York, New York
March 12, 1999

except for Note 14, as

to which the date is , 1999

F-2
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

CONSOLIDATED BALANCE SHEETS
(in thousands except share information)

<TABLE>
<CAPTION>
December 31,
------------------
1998 1997
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 32,962 $ 1,419
Receivables, less allowance for doubtful accounts of
$1,626 and $1,220 in 1998 and1997, respectively.......... 35,104 31,196
Representation contract buyouts receivable................ 11,447 10,946
Current portion of deferred representation contract
costs.................................................... 33,742 38,698
Prepaid expenses and other current assets................. 1,207 678
-------- --------
Total current assets.................................... 114,462 82,937
-------- --------
Fixed assets, net.......................................... 4,311 4,335
Deferred costs on representation contract purchases........ 45,702 36,270
Station contract rights, net............................... 1,681 2,922
Representation contract buyouts receivable................. 6,920 6,974
Other assets............................................... 11,432 7,592
-------- --------
Total assets............................................ $184,508 $141,030
======== ========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Capitalized lease obligations............................. $ 103 $ 291
Accounts payable and accrued expenses..................... 16,537 24,698
Accrued interest ......................................... 4,972 155
Representation contract buyouts payable................... 20,219 21,691
Accrued employee-related liabilities...................... 6,520 4,586
-------- --------
Total current liabilities............................... 48,351 51,421
-------- --------
Long-term debt........................................... . 100,000 44,134
-------- --------
Representation contract buyouts payable.................... 26,706 23,885
-------- --------
Other noncurrent liabilities............................... 10,673 11,753
-------- --------
Commitments and contingencies
Common and preferred stock subject to redemption:
Series A cumulative redeemable preferred stock, $.01 par
value--subject to mandatory redemption, 25,000 shares
authorized, 7,441 issued and outstanding in1997
(redemption value of $7,441 in 1997)..................... -- 6,174
Series B cumulative redeemable preferred stock, $.01 par
value--5,000 shares authorized, 1,323 issued and
outstanding in 1997 (redemption value of $1,323 in
1997).................................................... -- 750
Common stock subject to redemption--1,193,516 shares
issued and outstanding in 1997
(stated at redemption value)............................. -- 4,522
-------- --------
Total common and preferred stock subject to redemption.. -- 11,446
Shareholders' deficit:
Class A common stock, $.01 par value--20,000,000 shares
authorized, no shares issued............................. -- --
Class B common stock, $.01 par value--10,000,000 shares
authorized, 6,976,761 shares issued in both
1998 and 1997............................................ 70 70
Additional paid-in-capital................................ 1,107 582
Accumulated deficit....................................... (320) (137)
Receivable from Employee Stock Ownership Plan............. (82) (182)
Treasury stock, at cost--1,079,716 and 730,419 shares in
1998 and 1997, respectively.............................. (1,997) (1,942)
-------- --------
Total shareholders' deficit............................. (1,222) (1,609)
-------- --------
Total liabilities and shareholders' deficit............. $184,508 $141,030
======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.

F-3
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

<TABLE>
<CAPTION>
For the Year Ended
December 31,
--------------------------
1998 1997 1996
-------- -------- -------
<S> <C> <C> <C>
Commission revenues................................ $ 87,735 $ 87,096 $72,858
Contract termination revenue....................... 37,221 26,586 18,876
-------- -------- -------
Total revenues................................... 124,956 113,682 91,734
-------- -------- -------
Operating expenses:
Selling expenses................................... 61,618 63,135 53,251
General and administrative expenses................ 11,864 12,541 9,626
Depreciation and amortization expense.............. 36,436 28,954 20,988
-------- -------- -------
Total operating expenses......................... 109,918 104,630 83,865
-------- -------- -------
Operating income................................... 15,038 9,052 7,869
Interest expense, net.............................. 6,744 3,779 3,911
-------- -------- -------
Income before provision for income taxes........... 8,294 5,273 3,958
Provision for income taxes......................... 3,446 2,359 1,885
-------- -------- -------
Net income......................................... 4,848 2,914 2,073
Preferred stock dividend requirements and
redemption premium................................ 5,031 1,590 1,364
-------- -------- -------
Net (loss) income applicable to common
shareholders...................................... $ (183) $ 1,324 $ 709
======== ======== =======
Basic (loss) earnings per share.................... $ (0.03) $ 0.18 $ 0.09
======== ======== =======
Diluted (loss) earnings per share.................. $ (0.03) $ 0.17 $ 0.09
======== ======== =======
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-4
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
(in thousands, except per share data)

<TABLE>
<CAPTION>
Class B
Common Stock Treasury Stock
---------------- ----------------
Additional
Paid-in Accumulated Receivable
Shares Amount Capital Deficit from ESOP Shares Amount
--------- ------ ---------- ----------- ---------- --------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1,
1996................... 6,746,905 $67 $ 841 $(1,780) $(188) 81,765 $ 392
Net income.............. -- -- -- 2,073 -- -- --
Treasury stock
purchases.............. -- -- -- -- -- 384,403 1,344
Accretion of preferred
stock.................. -- -- -- (640) -- -- --
Accrued dividends in-
kind on preferred
stock.................. -- -- -- (724) -- -- --
Increase of receivable
from ESOP.............. -- -- -- -- (67) -- --
Revaluation of common
stock subject to
redemption............. -- -- -- (530) -- -- --
--------- --- ------ ------- ----- --------- ------
Balance, December 31,
1996................... 6,746,905 67 841 (1,601) (255) 466,168 1,736
Net income.............. -- -- -- 2,914 -- -- --
Treasury stock
purchases.............. -- -- -- -- -- 264,251 206
Accretion of preferred
stock.................. -- -- -- (793) -- -- --
Accrued dividends in-
kind on preferred
stock.................. -- -- -- (797) -- -- --
Reduction of receivable
from ESOP.............. -- -- -- -- 73 -- --
Revaluation of common
stock subject to
redemption............. -- -- -- 140 -- -- --
Exercise of stock
options................ 229,856 3 (259) -- -- -- --
--------- --- ------ ------- ----- --------- ------
Balance, December 31,
1997................... 6,976,761 70 582 (137) (182) 730,419 1,942
Net income.............. -- -- -- 4,848 -- -- --
Treasury stock
purchases.............. -- -- -- -- -- 150,347 302
Accretion of preferred
stock.................. -- -- -- (492) -- -- --
Accrued dividends in-
kind on preferred
stock.................. -- -- -- (442) -- -- --
Reduction of receivable
from ESOP.............. -- -- -- -- 100 -- --
Earned compensation,
executive stock
options................ -- -- 753 -- -- -- --
Redemption of preferred
stock and common stock
subject to redemption.. -- -- (228) (4,097) -- 198,950 (247)
--------- --- ------ ------- ----- --------- ------
Balance, December 31,
1998................... 6,976,761 $70 $1,107 $ (320) $ (82) 1,079,716 $1,997
========= === ====== ======= ===== ========= ======
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-5
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

<TABLE>
<CAPTION>
For the Year Ended
December 31,
----------------------------
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income..................................... $ 4,848 $ 2,914 $ 2,073
Adjustments to reconcile income to net cash
provided by operating activities:
Depreciation and amortization.................. 36,436 28,954 20,988
Stock option compensation expense.............. 753 -- --
Changes in assets and liabilities--
Receivables.................................... (3,908) (4,487) (1,450)
Representation contracts buyout receivable..... (447) (5,966) 9,471
Prepaid expenses and other current assets...... (529) 243 654
Other noncurrent assets........................ (5,259) 954 (5,211)
Accounts payable and accrued expenses.......... (8,161) (809) 9,984
Accrued interest............................... 4,817 13 (482)
Accrued employee-related liabilities........... 1,934 2,457 (383)
Other noncurrent liabilities................... (1,080) (452) 338
-------- -------- --------
Net cash provided by operating activities.... 29,404 23,821 35,982
-------- -------- --------
Cash flows from investing activities:
Additions to fixed assets...................... (1,270) (792) (1,021)
-------- -------- --------
Net cash used in investing activities........ (1,270) (792) (1,021)
-------- -------- --------
Cash flows from financing activities:
Station representation contracts payments...... (35,609) (33,991) (31,427)
Debt repayments.............................. . (61,572) (6,100) (1,820)
Borrowings in accordance with credit
agreement..................................... 17,250 16,519 1,341
Issuance of senior subordinated notes.......... 100,000 -- --
Redemption of preferred stock and common stock
subject to redemption......................... (16,705) -- --
Sales and issuances of stock, net of issuance
costs......................................... -- (256) --
Purchases of treasury stock.................... (55) (206) (1,344)
Other, net..................................... 100 (229) (810)
-------- -------- --------
Net cash provided by (used in) financing
activities.................................. 3,409 (24,263) (34,060)
-------- -------- --------
Net increase (decrease) in cash and cash
equivalents................................... 31,543 (1,234) 901
Cash and cash equivalents, beginning of
period........................................ 1,419 2,653 1,752
-------- -------- --------
Cash and cash equivalents, end of period....... $ 32,962 $ 1,419 $ 2,653
======== ======== ========
Supplemental disclosures of cash flow
information:
Cash paid during the year for:
Interest paid.................................. $ 2,387 $ 3,220 $ 3,274
Income taxes paid, net......................... 341 235 628
Non-cash investing and financing activities:
Station representation contracts acquired...... $ 36,958 $ 67,168 $ 39,342
======== ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-6
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands except share information)

1. Summary of Significant Accounting Policies

Principles of Consolidation

Revenue Recognition

The Company is a national representation ("rep") firm serving radio
broadcast clients throughout the United States. Commission revenue is derived
from sales of advertising time for radio stations under representation
contracts. Commissions and fees are recognized in the month the advertisement
is broadcast. In connection with its unwired network business, the Company
collects fees for unwired network radio advertising and, after deducting its
commissions, remits the fees to the respective radio stations. Since it is
common practice in the industry for rep companies not to pay a station until
the corresponding receivable is paid, and since the receivable and payable are
equal, except for the commissions, fees payable to stations have been offset
against the related receivable from advertising agencies in the accompanying
consolidated balance sheets.

In accordance with industry practice, commissions are recognized based on
the standard broadcast calendar that ends on the last Sunday in each reporting
period. The broadcast calendar for the calendar years ended December 31, 1998,
1997 and 1996 had 52 weeks.

Representation Contract Termination Revenue and Contract Acquisition Costs

The Company's station representation contracts usually renew automatically
from year to year unless either party provides written notice of termination at
least twelve months prior to the next automatic renewal date. In accordance
with industry practice, in lieu of termination, an arrangement is normally made
for the purchase of such contracts by a successor representative firm. The
purchase price paid by the successor representation firm is generally based
upon the historic commission income projected over the remaining contract
period plus two months (the "Buyout Period").

Costs of obtaining station representation contracts are deferred and
amortized over the Buyout Period. Such amortization is included in the
accompanying consolidated statements of operations as a component of
depreciation and amortization expense. Amounts which are to be amortized during
the next year are included as current assets in the accompanying consolidated
balance sheets. Income earned from the loss of station representation contracts
(contract termination revenue) is recognized on the effective date of the
buyout agreement.

In addition, costs incurred as a result of commission rate reductions are
deferred and amortized over the remaining life of the existing representation
agreement. Such amortization is included in the accompanying consolidated
statements of operations as a component of depreciation and amortization
expense.

Fixed Assets, net

Furniture, fixtures and equipment are recorded at cost and are depreciated
over three to ten-year lives, and leasehold improvements are amortized over the
shorter of the lives of the leases or assets, all on a straight-line basis.

F-7
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands except share information)

Depreciation and Amortization Expense

A summary of depreciation and amortization expense for the years ended
December 31, 1998, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
Depreciation and amortization of office
facilities.................................. $1,294 $1,587 $1,796
Amortization of contract acquisition costs... 32,482 24,603 16,562
Amortization of intangible assets............ 2,660 2,764 2,630
------- ------- -------
$36,436 $28,954 $20,988
======= ======= =======
</TABLE>

Cash and Cash Equivalents

Cash equivalents consist of cash in excess of daily requirements which are
invested in overnight deposits.

Station Contract Rights, Net

Station contract rights consist of costs of purchased businesses in excess
of net tangible assets acquired and are stated at cost less accumulated
amortization. These costs are being amortized using the straight-line method
over 5 years. Amortization expense for 1998, 1997 and 1996 was $959, $978 and
$1,206, respectively, and is included in the above table. Other intangible
assets include noncompete agreements which are being amortized over their
contractual lives of two to four years.

Recoverability of intangible assets is assessed regularly (at least
annually) and impairments, if any, are recognized in operating results if a
permanent diminution in value were to occur based upon an undiscounted cash
flow analysis. The Company has determined that no such impairment exists.

Employee Stock Ownership Plan

The Company has an Employee Stock Ownership Plan ("ESOP") for eligible
employees. Cash contributions made by the Company to the ESOP are recorded as
compensation expense and stock repurchases made by the Company from the ESOP
are recorded in treasury stock. Any outstanding receivable to the Company from
the ESOP is recorded as a reduction to shareholders' equity and shares of the
Company's stock owned by the ESOP are treated as outstanding common stock.

Earnings (Loss) per Share

Basic earnings (loss) per share (EPS) for each of the respective years have
been computed by dividing the net income (loss) applicable to common
shareholders by the weighted average number of common shares outstanding
during the year. Basic EPS has been computed using the weighted average shares
of common stock outstanding of 6,743,803, 7,476,228 and 7,684,060 for the
years ended December 31, 1998, 1997 and 1996, respectively. Diluted EPS
reflects the potential dilution that could occur if the outstanding options to
purchase common stock were exercised. Diluted EPS has been computed using the
weighted average shares of common stock outstanding of 6,743,803, 7,663,874
and 7,961,057 for the years ended December 31, 1998, 1997 and 1996,
respectively.

Income Taxes

Income taxes are recognized during the year in which transactions enter
into the determination of financial statement income, with deferred taxes
being provided for temporary differences between amounts of assets and
liabilities recorded for tax and financial reporting purposes.

F-8
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands except share information)

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

2. New Accounting Pronouncements

In 1998, the Company adopted Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" ("SFAS 130"). SFAS 130 establishes new
rules for the reporting and displaying of comprehensive income and its
components. The Company has no material items of comprehensive income for the
periods presented.

In 1998, the Company adopted Statement of Financial Accounting Standards No.
131, "Disclosure about Segments of an Enterprise and Related Information". The
Statement requires the Company to report segment financial information
consistent with the presentation made to the Company's management for decision
making purposes. The Company is managed as one segment and all revenues are
derived solely from radio representation operations and related activities. The
Company's management decisions are based on operating cash flow of $29,404,
$23,821, and $35,982 in 1998, 1997 and 1996, respectively, general and
administrative expenses of $11,864, $12,541 and $9,626 in 1998, 1997, and 1996,
respectively, and EBITDA (income before interest, taxes, depreciation and
amortization) of $51,474, $38,006, and $28,857 in 1998, 1997, and 1996,
respectively.

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"). The Statement establishes accounting and
reporting standards requiring that every derivative instrument be recorded in
the balance sheet and measured at its fair value. This Statement also requires
that changes in the derivative's fair value be recognized currently in
earnings. To date, the Company has not, and has no present intention, to invest
in any derivative instruments or participate in any hedging activities.
Accordingly, the adoption of SFAS 133 will not have any effect on the Company.

3. Fixed Assets

Fixed assets are comprised of the following:

<TABLE>
<CAPTION>
December 31,
-------------------
1998 1997
-------- --------
<S> <C> <C>
Furniture and equipment............................. $ 11,318 $ 10,159
Leasehold improvements.............................. 5,889 5,778
Equipment held under lease.......................... 3,461 3,461
-------- --------
20,668 19,398
Less-Accumulated depreciation and amortization...... (16,357) (15,063)
-------- --------
Fixed assets, net................................... $ 4,311 $ 4,335
======== ========
</TABLE>

4. Accounts Payable

The Company utilizes a cash management system whereby overnight investments
are determined daily. Included in accounts payable are $7,218 and $5,580 of
book overdrafts as of December 31, 1998 and 1997, respectively, which result
from this cash management program.

F-9
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands except share information)

5. Employee Stock Plans

Employee Stock Ownership Plan

Under the terms of the Company's nonleveraged Employee Stock Ownership Plan
("ESOP") and Trust ("ESOT"), the Company may make annual contributions to the
ESOT in the form of either cash or Class B common stock of the Company for the
benefit of eligible employees. In lieu of contributions, the Company may
repurchase shares of Class B common stock from the ESOP or advance money to the
plan from time to time. The amount of annual funding is at the discretion of
the Board of Directors of the Company except that the minimum amount must be
sufficient to enable the ESOT to meet its current obligations. No cash
contributions were made by the Company in 1998, 1997 and 1996 and consequently
no compensation cost was incurred during 1998, 1997 or 1996. In lieu of
contributions during 1998, 1997 and 1996, the Company loaned money to the ESOP.
At December 31, 1998 and 1997, $82 and $182, respectively, of this advance
remained outstanding and is recorded as a reduction of shareholders' equity.
The ESOP intends to repay the Company through the proceeds of the sale of
company stock to the Interep Radio Store Stock Growth Plan (the "Stock Growth
Plan"). Substantially all assets of the ESOT consist of Class B common shares
of the Company, and the ESOT currently has no alternative method to fund its
payment to participants except through Company funding (see the Stock Growth
Plan below).

Pursuant to the ESOP, as amended, employees of the Company and each of its
subsidiaries are eligible to participate, subject to certain uniform
requirements. Upon leaving the Company, employees may sell the shares back to
the ESOT at the then fair market value of the Company's Class B common stock;
related distributions are made in quarterly installments over a period not to
exceed five years, depending upon the former employee's total account balance.
The portion of the vested liability relating to terminated employees as of
December 31, 1997 was $4,480 and is payable over a one to five-year period. As
discussed in Note 9, the independent appraisal as of December 31, 1998 has not
yet been completed.

The Company has purchased life insurance policies on certain of its
executives for which Interep is the beneficiary. Proceeds from these policies
will be used to partially fund payments under the ESOP for these executives.
Such policies had a cash surrender value of $2,839 and $2,405 as of December
31, 1998 and 1997, respectively, with no offsetting loans.

As of December 31, 1998 and 1997, the Company's ESOP owned 4,172,594 and
4,667,390 Class B common shares, respectively, representing approximately 70.8%
and 75%, respectively, of the Company's total shares outstanding, before
consideration of common stock equivalents. All shares owned by the ESOP as of
December 31, 1998 and 1997 were allocated and earned.

Stock Growth Plan

On January 1, 1995, the Company established the Stock Growth Plan, a
qualified stock bonus plan through which a portion of qualified employee
compensation is allocated to the plan. Participation in the Stock Growth Plan
is mandatory and non-contributory for all eligible employees. Stock Growth Plan
participants are at all times fully vested in their accounts without regard to
age or years of service. The Company, through employee withholdings, makes
regular quarterly cash contributions to the Stock Growth Plan. For the years
ended December 31, 1998, 1997 and 1996, the Company recorded compensation
expense of $2,521, $2,886 and $1,882, respectively in relation to these
contributions. Contributions to the Stock Growth Plan are used to repurchase
shares of Interep Class B common stock from the ESOP, the Interep Radio Store
Wealth Attainment Plan (the "401(k) Plan") and shares held by terminated
employees. Shares owned by the Stock Growth Plan are recorded as outstanding
stock of the Company. Distributions to participants will be made in cash upon

F-10
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands except share information)

termination of employment over a period not to exceed three years. The Stock
Growth Plan purchased 494,796, 508,713 and 477,243 shares from the ESOP in
1998, 1997 and 1996, respectively. The weighted average fair value of stock
purchased by the plan during 1998, 1997 and 1996 was $4.01, $3.94 and $3.85,
respectively, based on independent appraisals.

Stock Options

A summary of the stock options outstanding during the years ended December
31, 1998, 1997 and 1996 is set forth below:

<TABLE>
<CAPTION>
Number of Weighted
Shares Subject Average
to Option Exercise Price
-------------- --------------
<S> <C> <C>
Outstanding at December 31, 1995.......... 1,445,647 $2.98
Exercised during 1996..................... (208,960) 2.77
--------- -----
Outstanding and exercisable at December
31, 1996................................. 1,236,687 3.01
Exercised during 1997..................... (229,856) 2.77
--------- -----
Outstanding and exercisable at December
31, 1997................................. 1,006,831 3.07
Granted during 1998, at prices less than
fair market value........................ 3,291,119 3.99
Redeemed during 1998...................... (66,511) 3.91
--------- -----
Outstanding at December 31, 1998.......... 4,231,439 3.77
--------- -----
Options exercisable at December 31, 1998.. 1,776,159 3.38
--------- -----
</TABLE>

The following table summarizes information regarding the stock options
outstanding at December 31, 1998, pursuant to the terms of the Plan:

<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
-------------------------------------------------- -----------------------------
Exercise Remaining Exercise
At December 31, 1998 Price Contractual Life At December 31, 1998 Price
------------------------ -------- ---------------- -------------------- --------
<S> <C> <C> <C> <C>
208,960............... $1.56 7 Years 208,960....... $1.56
313,440............... 2.77 7 Years 313,440....... 2.77
417,920............... 3.91 7 Years 417,920....... 3.91
835,839............... 3.80 9.5 Years 835,839....... 3.80
----------------
1,985,119............... 4.02 9.5 Years 1,776,159
================
470,161............... 4.20 10 Years
------------------------
4,231,439
========================
</TABLE>

Compensation expense of $753 was recognized in 1998, which represents the
difference between fair market value and the option exercise price on the date
of grant. Under generally accepted accounting principles this also resulted in
a credit to additional paid in capital.

In October 1995, the Financial Accounting Standards Board ("FASB") issued
Statement No. 123, "Accounting for Stock-Based Compensation." The Company
adopted the disclosure provisions of FASB Statement No. 123 in 1996, but opted
to remain under the expense recognition provisions of Accounting Principles
Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," in
accounting for stock option plans. Had compensation expense for stock options
granted under the Plan been determined based on

F-11
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands except share information)

fair value at the grant dates consistent with the disclosure method required in
accordance with FASB Statement No. 123, the Company's net income for 1998 would
have been decreased to the proforma amounts shown below:

<TABLE>
<CAPTION>
Net income Per share
---------- ---------
<S> <C> <C>
As reported.............................................. $4,848 $0.72
Pro forma................................................ 3,139 0.47
</TABLE>

There would have been no impact on 1997 or 1996 reported results as all
options granted in previous years vested 100% on the grant dates, and no
options were granted in 1997 or 1996.

The weighted average fair value of options granted in 1998 of $1.91 was
estimated as of the date of grant using the Black-Scholes stock option pricing
model, based on the following weighted average assumptions: weighted average
risk free interest rate of 5.55%, dividend yield of 0%, volatility of 0% and
expected term of 10 years.

6. Employee Benefit Plans

Managers' Incentive Compensation Plans

The Company maintains various managers' incentive compensation plans for
substantially all managerial employees. The plans provide for incentives to be
earned based on attainment of threshold operating profit and market share goals
established each year, as defined. The Company provided approximately $5,071,
$4,551 and $3,030 for such compensation during 1998, 1997 and 1996,
respectively.

401(k) Plan

The Company has a defined contribution plan, the 401(k) Plan, which covers
substantially all employees who have completed one year of service with the
Company. Under the terms of the 401(k) Plan, the Company may contribute a
matching contribution percentage determined by, and at the discretion of, the
Board of Directors but not in excess of the maximum amount deductible for
federal income tax purposes. Company contributions vest to the employees at 20%
per year over a five-year period. The Company provided $892, $728 and $641 in
the form of cash in 1998, 1997 and 1996, respectively.

As of December 31, 1996, the 401(k) Plan owned 439,422 Class B common
shares, representing approximately 6% of the Company's total shares
outstanding, before consideration of common stock equivalents. During 1996, the
Company repurchased 82,497 Class B common shares, from the 401(k) Plan relating
to terminated employees. During 1997, the ESOP purchased all remaining shares
held by the 401(k) Plan.

Deferred Compensation Plans

Certain of Interep's subsidiaries maintain deferred compensation plans which
cover employees selected at the discretion of management. Participants are
entitled to deferred compensation and other benefits under these plans. In
1998, 1997, and 1996, the Company provided compensation expense of $72, $14 and
$14, respectively related to these plans. The Company did not provide any
compensation expense in 1998. All amounts due under these plans were fully
vested as of December 31, 1998 and are recorded as liabilities on the Company's
consolidated balance sheet; however, they remain subject to further
appreciation/depreciation upon changes in value (as defined).

F-12
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands except share information)

The Company has agreements with several of its employees to provide
supplemental income benefits. The benefits under these plans were fully vested
as of December 31, 1998. The Company provided $226, $262 and $476 in 1998, 1997
and 1996, respectively, for these plans which principally represented interest
on the vested benefits.

In 1994, the Company established a compensation deferral plan for key
executives. Participants made a one-time election to defer certain of their
compensation and have such amounts contributed to a tax-deferred trust in the
form of Series B Cumulative Redeemable Preferred Stock (the "Series B Preferred
Stock") and Interep common stock. No contributions were made in 1998, 1997 or
1996. The Company redeemed all of the outstanding Series B Preferred Stock and
redeemable common stock during 1998. Distribution to participants out of the
trust are being made in cash. As of December 31, 1998, the Company has $1,424
classified as accrued employee-related liabilities on the accompanying
consolidated balance sheet relating to the redemption.

Other

The Company has life insurance policies on certain of its executives for
which Interep is the beneficiary. Proceeds from these policies will be used to
partially fund certain of the retirement benefits under these supplemental
agreements. Such policies had cash surrender values of $1,229 and $1,115 as of
December 31, 1998 and 1997, respectively, and offsetting loans of $793 and
$673, respectively.

7. Income Taxes

Interep and its subsidiaries file a consolidated federal tax return.
However, for state tax purposes, separate tax returns are filed in various
jurisdictions where losses on certain subsidiaries are not available to offset
income on other subsidiaries, and tax benefits on such losses may not be
realized. As a result, the consolidated tax provisions are determined
considering this tax reporting structure and may not fluctuate directly with
consolidated pretax income.

Components of the provisions for income taxes are as follows:

<TABLE>
<CAPTION>
Year Ended December
31,
--------------------
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Current:
Federal............................................. $ 240 $ -- $ --
State............................................... 252 412 400
Deferred............................................ 2,954 1,947 1,485
------ ------ ------
Total provision................................... $3,446 $2,359 $1,885
====== ====== ======
</TABLE>

A reconciliation of the U.S. federal statutory tax rate to the effective tax
rate on the income before income taxes for the periods ended December 31, 1998,
1997 and 1996, is as follows:

<TABLE>
<CAPTION>
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Provision computed at the federal statutory rate
of 34%.......................................... $2,820 $1,793 $1,346
State and local taxes, net of federal income tax
benefit......................................... 292 272 264
Nondeductible travel and entertainment expense... 303 249 298
Nondeductible insurance premiums................. (102) 45 (23)
Other............................................ 133 -- --
------ ------ ------
Total.......................................... $3,446 $2,359 $1,885
====== ====== ======
</TABLE>

F-13
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands except share information)

Temporary differences and carryforwards which gave rise to deferred tax
assets and liabilities at December 31, 1998 and 1997, are as follows:

<TABLE>
<CAPTION>
December 31,
-------------
1998 1997
------ ------
<S> <C> <C>
Deferred tax assets:
Depreciation and amortization............................... $1,460 $1,349
Accruals not currently deductible for tax purposes.......... 3,190 2,603
Consolidated net operating loss carryforward................ -- 2,543
Other....................................................... 884 --
------ ------
5,534 6,495
------ ------
Deferred tax liabilities:
Buyout receivable........................................... 7,347 6,093
Unamortized representation contracts........................ 6,167 4,410
Other....................................................... 344 1,362
------ ------
Net deferred tax liability.................................. $8,324 $5,370
====== ======
</TABLE>

As of December 31, 1998, the Company had $492 of accrued taxes on its books.
As of December 31, 1997, the Company has a refund receivable of $110. The
Company utilized all net operating loss carryforwards in 1998.

8. Long-Term Debt

Long-term debt at December 31, 1998 and 1997, includes the following:

<TABLE>
<CAPTION>
1998 1997
-------- -------
<S> <C> <C>
Senior subordinated notes(a)............................ $100,000 $ --
Borrowings under revolving credit facility(b)........... -- 44,000
-------- -------
100,000 44,000
Capitalized lease obligations(c)........................ 103 425
-------- -------
100,103 44,425
Less-Current portion.................................... 103 291
-------- -------
$100,000 $44,134
======== =======
</TABLE>
- --------
(a) On July 2, 1998, the Company issued (the "Offering") $100,000,000 aggregate
principal amount of 10.0% Senior Subordinated Notes (the "Notes") due on
July 1, 2008. The Notes are general unsecured obligations of the Company,
and the indenture agreement for the Notes stipulates, among other things,
restrictions on incurrence of additional indebtedness, payment of
dividends, repurchase of equity interests(as defined), creation of liens
(as defined), transactions with affiliates (as defined), sale of assets or
certain mergers and consolidations. The Notes bear interest at the rate of
10.0% per annum, payable semiannually in arrears on January 1 and July 1 of
each year, commencing on January 1, 1999. The Notes are subject to
redemption at the option of the Company, in whole or in part, at any time
after July 1, 2003. In addition, at any time and from time to time prior to
July 1, 2001, the Company may redeem up to an aggregate of 30% in principal
amount of Notes originally issued under the indenture agreement at a
redemption price equal to 110.0% of the principal amount thereof, plus
accrued and unpaid interest and liquidated damages, if any, with the net
cash proceeds of one or more equity offerings (as defined). All of

F-14
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands except share information)

the Company's now existing subsidiaries are guarantors of these Notes and
all guarantor subsidiaries are wholly owned by the Company. The guarantee
is full, unconditional, joint and several with other guarantor
subsidiaries. The Company has no other assets or operations separate from
its investment in the subsidiaries.

A portion of the net proceeds of the Offering were used to refinance bank
indebtedness and to redeem all of the outstanding shares of Series A and
Series B cumulative redeemable preferred stock and all of the outstanding
shares of the common stock subject to redemption.

In addition, on July 2, 1998, the Company entered into a $10.0 million
revolving credit facility (the "New Credit Facility") with BankBoston, N.A.
("BankBoston") and Summit Bank ("Summit"). The term of the New Credit
Facility is six years. The lenders under the New Credit Facility are
BankBoston, Summit and any other lenders reasonably acceptable to the
Company, with BankBoston acting as administrative agent. The New Credit
Facility requires the Company to pay a commitment fee at a rate per annum
equal to .375% to .50%, depending upon certain financial ratios, of the
unutilized amount available under the facility. As of December 31, 1998,
there was no amount outstanding under the New Credit Facility. The Company
capitalized $4,389 of the costs incurred in the Offering of which, $205 has
been expensed in 1998.

(b) In 1997, the Company entered into an Amended and Restated Revolving Line
of Credit Agreement (the "Credit Agreement") which provided for borrowings
of up to $55,000. The Credit Agreement replaced the 1995 secured senior
financing facility. Unamortized debt issue costs relating to the 1995
secured senior financing facility of $186 were written off in conjunction
with the refinancing. The Credit Agreement was terminated in 1998 and was
replaced by the Notes and New Credit Facility. Unamortized debt issue
costs relating to the 1997 Credit Agreement of $709 were written off in
conjunction with the refinancing.

The weighted average interest rate charged to the Company under the 1997
Credit Agreement was 7.6% in 1998 and 8.8% in both 1997 and 1996.

(c) Certain of the Company's office furniture and equipment is rented under
lease arrangements expiring between 1998 and 2000. Such leases have been
capitalized, and the discounted obligations have been reflected as
liabilities in the accompanying consolidated balance sheets. Amortization
of capital lease assets is included in depreciation expense. Future
payments under these leases are as follows:

<TABLE>
<S> <C>
1999................................................................ 197
2000................................................................ 13
Thereafter.......................................................... --
----
210
Less--Amount representing interest.................................. 107
----
Present value of net minimum lease payments......................... $103
====
</TABLE>

9. Common and Preferred Stock Subject to Redemption

On June 29, 1998, the Company redeemed all of the outstanding shares of its
Series A Preferred Stock, at face value plus accrued dividends, and certain
associated shares of its common stock, for a total purchase price of $14.1
million. Also on that date, the Company redeemed all of the outstanding shares
of its Series B Preferred Stock, at face value plus accrued dividends, and
certain associated shares of Common Stock, from certain members of management,
for a total purchase price of $2.6 million. The excess of the purchase price
over the carrying amount of the redeemable stock at June 29, 1998 of $4,325
has been charged to additional paid in capital to the extent applicable with
the remainder charged to retained earnings.

F-15
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands except share information)

Accretion of the Series A Preferred Stock in 1998, 1997 and 1996 was $457,
$735 and $590, respectively. Accretion of the Series B Preferred Stock in 1998,
1997 and 1996 was $35, $58 and $50, respectively. Dividends-in-kind on the
Series A Preferred Stock in 1998, 1997 and 1996 were $372, $676 and $615,
respectively (consisting of 372, 676 and 615 shares, respectively). Dividends-
in-kind on the Series B Preferred Stock for 1998, 1997 and 1996 were $70, $121
and $109, respectively (consisting of 70, 121 and 109 shares, respectively).

The Company has traditionally repurchased the shares of its common stock
held by departing employees outside the ESOP at a price equal to the then
independently appraised value. The purchase price is payable in quarterly
installments, including interest at rates prevailing for U.S. Treasury
securities, over a one to five-year period depending upon the total value of
the shares. During 1998, 1997 and 1996, in connection with employee
terminations, the Company repurchased 67,849, 264,251 and 384,403 shares of
common stock, respectively, at a price equal to the then fair market value of
the shares. The independent appraisal as of December 31, 1997 and 1996 was
$3.80 and $3.79, respectively.

10. Related Party Transactions

Since December 1979, the Company has leased from a trust, of which one of
its executives is an income beneficiary and one of its executives is the
trustee, a building which is used by the Company for training sessions and
management meetings. The current lease expires on December 31, 2009 and
provides for a base annual rental which is adjusted each year to reflect
inflation and actual usage. Total lease expense was $74 in 1998, 1997 and 1996.

At December 31, 1998 and 1997, an executive was indebted to Interep in the
total amount of $201 and $170, respectively (including accrued interest), which
is evidenced by a promissory note payable to Interep. This note bears variable
interest at the lowest rate permitted for federal income tax purposes, which
was 4.33% and 5.68% at December 31, 1998 and 1997, respectively, and is due in
equal annual installments of principal and interest through December 31, 1999.

As of December 31, 1998, an executive was indebted to Interep in the total
of $489 by execution of promissory notes payable to the Company in annual
installments of $200 and bearing interest at a fluctuating rate equal to the
prime commercial lending rate plus 1%.

From June 1997 to December 1997, Interep was indebted to an executive of the
Company for amounts up to $2,000 plus interest. The interest expense incurred
is included in the consolidated statements of operations for 1997.

In 1997, the Company entered into an agreement with Media Financial
Services, Inc., an affiliate of one of the Company's executives, whereby Media
Financial Services provides financial and accounting services to the Company.
The fee for these services amounted to approximately $2,600 and $1,435 in 1998
and 1997, respectively.

The Company believes the terms of the arrangements relating to the building
rental, indebtedness and accounting services are at least comparable to, if not
more favorable for the Company, than the terms which would have been obtained
in transactions with unrelated parties.

11. Commitments and Contingencies

At December 31, 1998, the Company was committed under operating leases,
principally for office space, which expire at various dates through 2009.
Certain leases are subject to rent reviews and require payment of

F-16
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands except share information)

expenses under escalation clauses. Rent expense was $4,292, $4,266 and $4,145
in 1998, 1997 and 1996, respectively. The noncash portion of rent expense was
$114, $85 and $89 for 1998, 1997 and 1996, respectively. Future minimum rental
commitments under noncancellable leases are as follows:

<TABLE>
<S> <C>
1999............................................ $4,114
2000............................................ 4,121
2001............................................ 4,124
2002............................................ 4,217
2003............................................ 3,996
Thereafter...................................... 9,692
</TABLE>

The Company has employment agreements with certain of its officers and
employees for terms ranging from three to six years with annual compensation
aggregating approximately $1,680. These agreements include escalation clauses
(as defined) and provide for certain additional bonus and incentive
compensation.

The Company may be involved in various legal actions from time to time
arising in the normal course of business. In the opinion of management, there
are no matters outstanding that would have a material adverse effect on the
consolidated financial position or results of operations of the Company.

The Company has long term representation contract buyouts payable due over
the next five years, as follows:

<TABLE>
<S> <C>
December 31,
1999........................................... $20,219
2000........................................... 12,308
2001........................................... 7,394
2002........................................... 2,684
2003........................................... 1,468
Thereafter..................................... 2,852
</TABLE>

12. Supplemental Information

Interest expense is shown net of interest income of $864, $109 and $138 in
1998, 1997 and 1996, respectively.

One broadcast group (a different group in 1996) contributed approximately
29.0%, 28.7% and 13.1% of the Company's total revenues in 1998, 1997 and 1996,
respectively. No other client group contributed revenues in excess of 10% in
1998, 1997 or 1996.

In 1998 and 1997, contract buyout receivables from one group of radio rep
firms represented $16,926 and $17,425, respectively, of the Company's total
contract buyout receivables.

In 1997, the Company relocated its accounting department from New York to
Florida. Severance and relocation costs in connection with this move totaled
$1,350.

13. Fair Value of Financial Instruments

The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No. 107,
"Disclosures about Fair Value of Financial Instruments." The estimated fair

F-17
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands except share information)

value amounts have been determined by the Company using available market
information and appropriate valuation methodologies. However, considerable
judgment is necessarily required in interpreting market data to develop the
estimates of fair value. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts that the Company could realize in a
current market exchange. The use of different market assumptions and/or
estimation methodologies may have a material effect on the estimated fair value
amounts.

<TABLE>
<CAPTION>
December 31, 1998
-------------------
Carrying Estimated
Amount Fair Value
-------- ----------
<S> <C> <C>
Assets:
Cash and cash equivalents............................ $32,962 $32,962
Liabilities:
Long-term debt....................................... 100,000 100,000
</TABLE>

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments:

Cash and Cash Equivalents

The carrying amount approximates fair value because of the short maturity of
those instruments.

Long-Term Debt

The fair value of long-term debt is estimated based on financial instruments
or financial instruments with similar terms, credit characteristics and
expected maturities.

The fair value estimates presented herein are based on pertinent information
available to the Company as of December 31, 1998. Although the Company is not
aware of any factors that would significantly affect the estimated fair value
amounts, such amounts have not been comprehensively reevaluated for purposes of
these financial statements since that date, and current estimates of fair value
may differ significantly from the amounts presented herein.

14. Subsequent Event

On November 5, 1999, the board of directors approved a stock split of
20.8959855 for every one share outstanding to stockholders of record as of
, 1999. The stock split will be effected prior to the date of the
offering. The stockholders also approved an increase in the authorized Class B
common stock to 10,000,000 shares and a decrease in its par value to $.01 as
well as the authorization of 20,000,000 shares of Class A common stock. All
share and per share numbers have been retroactively adjusted to reflect these
changes.

F-18
<PAGE>

Schedule II

INTEREP NATIONAL RADIO SALES, INC.

VALUATION AND QUALIFYING ACCOUNTS
(in thousands except share information)

<TABLE>
<CAPTION>
Additions
Balance at charged Balance at
beginning to costs and end of
of period expenses Deductions period
---------- ------------ ---------- ----------
<S> <C> <C> <C> <C>
December 31, 1996
Allowance for Doubtful Accounts
Current receivables........... $ 880 $ 223 $(120) $ 983
December 31, 1997
Allowance for Doubtful Accounts
Current receivables........... $ 983 $ 755 $(518) $1,220
December 31, 1998
Allowance for Doubtful Accounts
Current receivables........... $1,220 $1,227 $(821) $1,626
</TABLE>

F-19
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

CONSOLIDATED BALANCE SHEET
(in thousands except share information)
(Unaudited)

<TABLE>
<CAPTION>
September
30,
1999
---------
ASSETS
<S> <C>
Current assets:
Cash and cash equivalents.......................................... $ 15,155
Receivables, less allowance for doubtful accounts of $1,106........ 29,238
Representation contract buyouts receivable......................... 8,090
Current portion of deferred representation contract costs.......... 30,856
Prepaid expenses and other current assets.......................... 1,122
--------
Total current assets............................................. 84,461
--------
Fixed assets, net.................................................... 5,958
Deferred costs on representation contract purchases.................. 45,946
Station contract rights, net......................................... 944
Representation contract buyouts receivable........................... 4,298
Other assets............................ ............................ 16,468
--------
Total assets.......................... .......................... $158,075
========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' DEFICIT
<S> <C>
Current liabilities:
Accounts payable and accrued expenses.............................. $ 14,184
Accrued interest .................................................. 2,500
Representation contract buyouts payable............................ 17,225
Accrued employee-related liabilities............................... 4,836
--------
Total current liabilities........................................ 38,745
--------
Long-term debt..................................................... . 100,000
--------
Representation contract buyouts payable.............................. 24,477
--------
Other noncurrent liabilities......................................... 5,533
--------
Commitments and contingencies
Shareholders' deficit:
Class A common stock, $.01 par value-20,000,000 shares authorized,
no shares issued.................................................. --
Class B common stock, $.01 par value-10,000,000 shares authorized,
6,976,761 shares issued........................................... 70
Additional paid-in-capital......................................... 1,107
Accumulated deficit................................................ (9,848)
Treasury stock, at cost--1,082,872 shares.......................... (2,009)
--------
Total shareholders' deficit...................................... (10,680)
--------
Total liabilities and shareholders' deficit...................... $158,075
========
</TABLE>

The accompanying Notes to Unaudited Interim Consolidated Financial Statements
are an integral part of this balance sheet.

F-20
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
(unaudited)

<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
---------------------- ---------------------
1999 1998 1999 1998
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Commission revenue............. $ 27,103 $ 24,941 $ 68,839 $ 62,943
Contract termination revenue... 2,609 713 6,351 26,679
---------- ---------- ---------- ---------
Total revenues............... 29,712 25,654 75,190 89,622
---------- ---------- ---------- ---------
Operating expenses:
Selling expenses............... 20,350 18,967 51,008 46,913
General and administrative
expenses...................... 2,885 2,940 8,071 8,286
Depreciation and amortization
expense....................... 7,072 9,451 23,318 27,292
---------- ---------- ---------- ---------
Total operating expenses..... 30,307 31,358 82,397 82,491
---------- ---------- ---------- ---------
Operating income (loss)........ (595) (5,704) (7,207) 7,131
Interest expense, net.......... 2,546 2,206 7,358 4,447
---------- ---------- ---------- ---------
(Loss) Income before (benefit)
provision for income taxes.... (3,141) (7,910) (14,565) 2,684
(Benefit) provision for income
taxes......................... (353) (3,480) (5,037) 863
---------- ---------- ---------- ---------
Net (loss) income.............. (2,788) (4,430) (9,528) 1,821
---------- ---------- ---------- ---------
Preferred stock dividend
requirements and redemption
premium....................... -- 4,101 -- 5,031
---------- ---------- ---------- ---------
Net loss applicable to common
shareholders.................. $ (2,788) $ (8,531) $ (9,528) $ (3,210)
========== ========== ========== =========
Basic loss per share........... $ (0.47) $ (0.75) $ (1.61) $ (0.47)
========== ========== ========== =========
Diluted loss per share......... $ (0.47) $ (0.75) $ (1.61) $ (0.47)
========== ========== ========== =========
</TABLE>

The accompanying Notes to the Unaudited Interim Consolidated Financial
Statements are an integral part of these statements.

F-21
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT
(in thousands except share information)
(Unaudited)

<TABLE>
<CAPTION>
Class B
Common Stock Additional Treasury Stock
---------------- Paid-in Accumulated Receivable ----------------
Shares Amount Capital Deficit from ESOP Shares Amount
--------- ------ ---------- ----------- ---------- --------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1,
1999................... 6,976,761 $70 $1,107 $ (320) $(82) 1,079,716 $1,997
Net loss................ -- -- -- (9,528) -- -- --
Treasury stock
purchases.............. -- -- -- -- -- 3,156 12
Reduction of receivable
from ESOP.............. -- -- -- -- 82 -- --
--------- --- ------ ------- ---- --------- ------
Balance, September 30,
1999................... 6,976,761 $70 $1,107 $(9,848) $-- 1,082,872 $2,009
========= === ====== ======= ==== ========= ======
</TABLE>

The accompanying Notes to the Unaudited Interim Consolidated Financial
Statements are an integral part of this statement.

F-22
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
For the
Nine Months
Ended September
30,
-------------------
1999 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income...................................... $ (9,528) $ 1,821
Adjustments to reconcile (loss) income to net cash
provided by operating activities:
Depreciation and amortization.......................... 23,318 27,292
Net loss on investments................................ 64 --
Changes in assets and liabilities--
Receivables.......................................... 5,866 (2,007)
Representation contracts buyout receivable........... 5,979 4,697
Prepaid expenses and other current assets............ 85 (997)
Other noncurrent assets.............................. (202) (4,805)
Accounts payable and accrued expenses................ (2,456) (14,239)
Accrued interest..................................... (2,472) 2,340
Accrued employee-related liabilities................. (1,684) (1,055)
Other noncurrent liabilities......................... (5,140) 2,589
-------- --------
Net cash provided by operating activities.......... 13,830 15,636
-------- --------
Cash flows from investing activities:
Additions to fixed assets.............................. (2,625) (520)
Increase in other investments.......................... (4,678) --
Cash paid for acquisitions............................. (1,000) --
-------- --------
Net cash used in investing activities.............. (8,303) (520)
-------- --------
Cash flows from financing activities:
Station representation contracts payments.............. (23,404) (24,563)
Debt repayments........................................ -- (61,384)
Borrowings in accordance with credit agreement......... -- 17,250
Issuance of Senior Subordinated Notes.................. -- 100,000
Redemption of Preferred Stock & Common Stock subject to
redemption............................................ -- (16,705)
Purchases of treasury stock............................ (12) (55)
Other, net............................................. 82 182
-------- --------
Net cash used in financing activities.............. (23,334) 14,725
-------- --------
Net (decrease) increase in cash and cash equivalents..... (17,807) 29,841
Cash and cash equivalents, beginning of period........... 32,962 1,419
-------- --------
Cash and cash equivalents, end of period................. $15,155 $31,260
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest paid.......................................... $ 9,972 $ 2,235
Income taxes paid...................................... 1,191 144
Non-cash investing and financing activities:
Station representation contracts acquired.............. $ 18,182 $ 27,763
======== ========
</TABLE>

The accompanying Notes to the Unaudited Interim Consolidated Financial
Statements
are an integral part of these statements.

F-23
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(in thousands except share information)

1. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Interep
National Radio Sales, Inc. ("Interep"), together with its subsidiaries
(collectively, the "Company") and have been prepared in accordance with the
rules and regulations of the Securities and Exchange Commission. Accordingly,
certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. All significant intercompany transactions and
balances have been eliminated.

The consolidated financial statements of September 30, 1999 and 1998 are
unaudited; however, in the opinion of management, such statements include all
adjustments necessary for a fair presentation of the results for the periods
presented. The interim financial statements should be read in conjunction with
the audited financial statements and notes thereto included in the Company's
Consolidated Financial Statements for the year ended December 31, 1998, which
are available upon request of the Company. Due to the seasonal nature of the
Company's business, the results of operations for the interim periods are not
necessarily indicative of the results that might be expected for future interim
periods or for the full year ended December 31, 1999.

Revenue Recognition

Representation Contract Termination Revenue and Contract Acquisition Costs

F-24
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands except share information)

Earnings (Loss) Per Share

Basic earnings (loss) per share (EPS) for each of the respective periods
have been computed by dividing the net income (loss) applicable to common
shareholders by the weighted average number of common shares outstanding during
the period. Basic EPS has been computed using the weighted average shares of
common stock outstanding of 5,907,859 and 5,911,014 for the three months ended
September 30, 1999 and 1998, respectively, and 5,908,215 and 6,873,233 for the
nine months ended September 30, 1999 and 1998, respectively. Diluted EPS
reflects the potential dilution that could occur if the outstanding options to
purchase common stock were exercised. Diluted EPS has been computed using the
weighted average shares of common stock outstanding of 5,907,859 and 5,911,014
for the three months ended September 30, 1999 and 1998, respectively, and
5,908,215 and 6,873,233 for the nine months ended September 30, 1999 and 1998,
respectively.

2. New Accounting Pronouncements

3. Segment Disclosures

In 1998, the Company adopted Statement of Financial Accounting Standards No.
131, "Disclosure about Segments of an Enterprise and Related Information". The
Statement requires the Company to report segment financial information
consistent with the presentation made to the Company's management for decision
making purposes. The Company is managed as one segment and all revenues are
derived solely from radio representation operations and related activities. The
Company's management decisions are based on consolidated cash flow, (defined as
operating income before depreciation, amortization, and management fees),
general and administrative expenses of $8,071 and $8,286 for the nine months
ended September 30, 1999 and 1998, respectively, and EBITDA (income before
interest, taxes, depreciation and amortization) of $16,111 and $34,423,
respectively.

F-25
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share information)

4. Summarized Consolidating Financial Statements

The following summarized consolidating financial statements as of September
30, 1999 and December 31, 1998 and for the three and nine months ended
September 30, 1999 and 1998 present the financial position, the results of
operations and cash flows for the Company and the guarantor subsidiaries of the
Company, and the eliminations necessary to arrive at the information for the
Company on a consolidated basis.

The guarantor subsidiaries are wholly-owned subsidiaries of the Company and
have fully and unconditionally guaranteed the Company's 10.0% Senior
Subordinated Notes (the "Notes") due 2008 on a joint and several basis. The
Company has not presented separate financial statements and other disclosures
concerning the guarantor subsidiaries of the Company because management has
determined that such information is not material to investors.

<TABLE>
<CAPTION>
At September 30, 1999
--------------------------------------------
Consolidated
Company Guarantors Elimination Company
-------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Current assets.................... $ 21,523 $62,938 $ -- $ 84,461
Noncurrent assets................. 50,172 28,798 (5,356) 73,614
Current liabilities............... 17,833 20,912 -- 38,745
Noncurrent liabilities............ 104,219 25,791 -- 130,010
</TABLE>

<TABLE>
<CAPTION>
At December 31, 1998
--------------------------------------------
Consolidated
Company Guarantors Elimination Company
-------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Current assets.................... $ 46,026 $68,436 $ -- $114,462
Noncurrent assets................. 15,266 60,136 (5,356) 70,046
Current liabilities............... 19,395 28,956 -- 48,351
Noncurrent liabilities............ 108,259 29,120 -- 137,379
</TABLE>

<TABLE>
<CAPTION>
For the three months ended
September 30, 1999
-------------------------------------
Consolidated
Company Guarantors Company
-------- ---------- ------------
<S> <C> <C> <C> <C>
Commission revenue........................ $ 505 $26,598 $27,103
Contract termination revenue.............. -- 2,609 2,609
Operating (loss) income................... (10,058) 9,463 (595)
Net (loss) income......................... (12,349) 9,561 (2,788)
</TABLE>

<TABLE>
<CAPTION>
For the three months ended
September 30, 1998
-------------------------------------
Consolidated
Company Guarantors Company
-------- ---------- ------------
<S> <C> <C> <C> <C>
Commission revenue........................ $ 203 $24,738 $24,941
Contract termination revenue.............. -- 713 713
Operating (loss) income................... (10,844) 5,140 (5,704)
Net (loss) income......................... (9,682) 5,252 (4,430)
</TABLE>

F-26
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands except share information)

<TABLE>
<CAPTION>
For the nine months ended
September 30, 1999
-------------------------------------
Consolidated
Company Guarantors Company
-------- ---------- ------------
<S> <C> <C> <C> <C>
Commission revenue........................ $ 892 $67,947 $68,839
Contract termination revenue.............. -- 6,351 6,351
Operating (loss) income................... (26,881) 19,674 (7,207)
Net (loss) income......................... (28,914) 19,386 (9,528)
</TABLE>

<TABLE>
<CAPTION>
For the nine months ended
September 30, 1998
-------------------------------------
Consolidated
Company Guarantors Company
-------- ---------- ------------
<S> <C> <C> <C> <C>
Commission revenue........................ $ 613 $62,330 $62,943
Contract termination revenue.............. -- 26,679 26,679
Operating (loss) income................... (26,787) 33,918 7,131
Net (loss) income......................... (32,423) 34,244 1,821
</TABLE>

5. Acquisitions

On September 30, 1999, the Company acquired substantially all of the assets
of Morrison and Abraham, Inc., a promotion and marketing consulting service to
the radio broadcasting industry, for approximately $1 million paid upon closing
and a maximum of $3 million to be paid contingent upon certain future
performance measures over the next five years. The Company is in the process of
completing the allocation of purchase price to the net assets acquired based on
their estimated fair values. As of September 30, 1999 the $1 million is
included in Other Assets in the accompanying consolidated balance sheet.

6. Subsequent Event

On November 5, 1999, the board of directors approved a stock split of
20.8959855 for every one share outstanding to stockholders of record as of ,
1999. The stock split will be effected prior to the date of the offering. The
stockholders also approved an increase in the authorized Class B common stock
to 10,000,000 shares and a decrease in its par value to $.01 as well as the
authorization of 20,000,000 shares of Class A common stock. All shares and per
share numbers have been retroactively adjusted to reflect these changes.

F-27
<PAGE>

- --------------------------------------------------------------------------------

[LOGO OF INTEREP]

Interep National Radio Sales, Inc.

- --------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

Expenses payable in connection with the distribution of the securities being
registered (estimated, except for the Commission registration fee, the Nasdaq
National Market listing fee and the NASD filing fee, which are actual), which
will be borne by the Registrant, are as follows:

<TABLE>
<S> <C>
Commission Registration Fee....................................... $20,781
Nasdaq National Market Fee........................................ $ *
NASD Filing Fee................................................... $ 7,975
Blue Sky Fees and Expenses (including counsel).................... $11,800
Legal Fees and Expenses........................................... $ *
Accounting Fees and Expenses...................................... $ *
Transfer Agent's and Registrar's Fees and Expenses................ $ *
Printing Expenses................................................. $ *
Miscellaneous Expenses............................................ $ *
-------
Total Expenses.................................................. $ *
=======
</TABLE>
- --------
* To be completed by amendment.

Item 14. Indemnification of Directors and Officers

Section 722(a) of the New York Business Corporation Law ("NYBCL") provides
that a corporation may indemnify any person made, or threatened to be made, a
party to an action or proceeding (other than one by or in the right of the
corporation to procure a judgment in its favor), whether civil or criminal,
including an action by or in the right of any other corporation of any type or
kind or other enterprise which any director or officer of the corporation
served in any capacity at the request of the corporation, because he was a
director or officer of the corporation, or served such other corporation or
other enterprise in any capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees actually and
necessarily incurred as a result of such action or proceeding, or any appeal
therein, if such director or officer acted, in good faith, for a purpose which
he reasonably believed to be in, or, in the case of service for any other
corporation or other enterprise, not opposed to, the best interests of the
corporation and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful.

Section 722(c) of the NYBCL provides that a corporation may indemnify any
person made, or threatened to be made, a party to an action by or in the right
of the corporation to procure a judgment in its favor by reason of the fact
that he is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director or officer of any other
corporation of any type or kind or other enterprise, against amounts paid in
settlement and reasonable expenses, including attorneys' fees actually and
necessarily incurred by him in connection with the defense or settlement of
such action, or in connection with an appeal therein, if such director or
officer acted in good faith for a purpose that he reasonably believed to be in,
or, in the case of service for another corporation or other enterprise, not
opposed to, the best interests of the corporation. The corporation may not,
however, indemnify any officer or director pursuant to Section 722(c) in
respect of (1) a threatened action, or a pending action which is settled or
otherwise disposed of, or (2) any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation, unless and
only to the extent that the court in which the action was brought, or, if no
action was brought, any court of competent jurisdiction, determines that, in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses as
the court deems proper.

II-1
<PAGE>

Section 723(a) of the NYBCL provides that a director or officer who has been
successful, on the merits or otherwise, in the defense of a civil or criminal
action or proceeding of the character set forth in Section 722 is entitled to
indemnification as authorized in such section. Section 724 of the NYBCL permits
a court to award the indemnification authorized by Section 722. Section 726 of
the NYBCL permits the corporation to purchase and maintain insurance to
indemnify the corporation and its directors and officers in instances in which
they may be indemnified under the provisions of Article 7 of the NYBCL. The
insurance, however may not provide for any payment, other than cost of defense,
to or on behalf of any director or officer in certain circumstances.

Article TEN of the registrant's Restated Certificate of Incorporation, a
copy of which is filed as Exhibit 3.1 to this registration statement, and
Article V of registrant's By-laws, a copy of which is filed as Exhibit 3.2 to
this registration statement, each provide that an officer or director will be
indemnified against any and all judgments, fines, amounts paid in settlement
and reasonable expenses actually and necessarily incurred, in connection with
any claim, action or proceeding to the fullest extent permitted by Sections 721
through 726 of the NYBCL.

Interep has entered into agreements with its directors to indemnify them for
liabilities or costs arising out of any alleged or actual breach of duty,
neglect, errors or omissions while serving as a director. Interep is in the
process of attempting to obtain directors' and officers' liability insurance
policies and, if it is successful, would expect to maintain, and pay the
premiums on, such policies.

Item 15. Recent Sales of Unregistered Securities

Immediately prior to the delivery to the underwriters of the shares of Class
A common stock offered by the prospectus included in this registration
statement, the Restated Certificate of Incorporation of the Registrant will be
amended and restated so that (i) the number of authorized shares of common
stock will be increased from 1,000,000 to 30,000,000 (20,000,000 shares of
Class A common stock and 10,000,000 shares of Class B common stock) and (ii)
each outstanding share of common stock will be converted into 20.896 shares of
Class B common stock. This transaction will be conducted in reliance on the
exemption from registration under the Securities Act of 1933 provided by
Section 3(a)(9) thereof.

On January 2, 1997, Patrick Healy acquired 229,856 shares of common stock on
exercise of options for an aggregate purchase price of $636,990. On August 15,
1997 we purchased these shares from Patrick Healy for an aggregate purchase
price of $894,520.

On June 27, 1998, Interep granted options to acquire an aggregate 835,840
shares of common stock at a per share exercise price of $3.80. Messrs. Ralph
Guild, Marc Guild and McEntee received options to acquire 626,880, 104,480 and
104,480 shares, respectively. These options are fully vested and expire in June
2008.

On July 10, 1998, Interep granted options to acquire an aggregate 1,985,119
shares of common stock at a per share exercise price of $4.02. Messrs. Ralph
Guild, Marc Guild, McEntee and Yaguda received options to acquire 1,253,759,
208,960, 313,440 and 208,960 shares, respectively. These options are fully
vested and expire in July 2008.

On December 16, 1998, Interep granted options to acquire an aggregate
470,160 shares of common stock at a per share exercise price of $4.20. Mr.
Ralph Guild received options to acquire 52,240 shares. These options are fully
vested and expire in December 2008.

II-2
<PAGE>

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

10.3(1) Security Agreement, Dated July 2, 1998, among Interep, the Guarantors
and BankBoston, N.A.
10.4(1) Agreement of Lease, dated June 15, 1998, between the Prudential
Insurance Company of America and Interep.
10.5(1) Amended Lease, dated June 15, 1998, between the Tuxedo Park Executive
Conference Center Proprietorship and Interep.
10.6(1) Agreement, dated June 29, 1998, between Interep and Ralph C. Guild.
10.7(1) Promissory Note, dated June 29, 1998, by Ralph C. Guild in favor of
Interep.
10.8(1) Services Agreement, dated June 1, 1997, between Interep and Media
Financial Services, Inc.
10.9(1) Amendment to Services Agreement, dated July 1, 1997, between Interep
and Media Financial Services, Inc.
10.10(2) Amendment No. 2 to Services Agreement, dated as of March 25, 1999,
between Interep and Media Financial Services, Inc.
10.11(2) Fifth Amended and Restated Employment Agreement, dated as of March 1,
1999, between Interep and Ralph C. Guild.
10.12(1) Employment Agreement, dated January 1, 1991, between Interep and Marc
G. Guild.
10.13(1) Amendment, dated June 29, 1998, to Employment Agreement, dated
January 1, 1991, between Interep and Marc G. Guild.
10.14(1) Non-Qualified Stock Option granted to Ralph C. Guild on December 31,
1988.
10.15(1) Amendment and Extension of Option, dated January 1, 1991, between
Interep and Ralph C. Guild.
10.16(1) Non-Qualified Stock Option granted to Ralph C. Guild on January 1,
1991.
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.17(1) Non-Qualified Stock Option granted to Ralph C. Guild on December 31,
1995.
10.18(1) Non-Qualified Stock Option granted to Marc G. Guild on January 1,
1991.
10.19(1) Non-Qualified Stock Option granted to Ralph C. Guild on June 29,
1997.
10.20(1) Non-Qualified Stock Option granted to Marc G. Guild on June 29, 1997.
10.21(1) Non-Qualified Stock Option granted to William J. McEntee, Jr. on June
29, 1997.
10.22(1) Deferred Compensation Agreement, dated September 30, 1997, between
Interep and Stewart Yaguda.
10.23(1) Supplemental Income Agreement, dated December 31, 1986, between
Interep and Ralph C. Guild.
10.24(1) Agreement, dated June 18, 1993, between Interep and Ralph C. Guild.
10.25(1) Non-Qualified Stock Option Granted to Ralph C. Guild on July 10,
1998.
10.26(1) Non-Qualified Stock Option Granted to Marc G. Guild July 10, 1998.
10.27(1) Non-Qualified Stock Option Granted to Stewart Yaguda July 10, 1998.
10.28(1) Non-Qualified Stock Option Granted to William J. McEntee, Jr. July
10, 1998.
10.29 Non-Qualified Stock Option Granted to Ralph C. Guild, December 16,
1998.
10.30(2) Non-Qualified Stock Option Granted to Leslie D. Goldberg, December
16, 1998.
10.31(3) Amendment to Revolving Line of Credit Agreement, dated as of April
30, 1999, among Interep, its subsidiaries, BankBoston, N.A., and
Summit Bank.
10.32(4) Amendment No. 2 to Revolving Line of Credit Agreement, dated as of
March 31, 1999, among Interep, its subsidiaries, BankBoston, N.A.,
and Summit Bank.
10.33(4) Accession Agreement, dated as of March 15, 1999, among Interep, its
subsidiaries, American Radio Sales, Inc., BankBoston, N.A., and
Summit Bank.
10.34(4) Pledge Amendment, dated as of March 15, 1999, by Interep.
10.35(5) Form of Indemnification Agreement for directors and officers.
10.36 1999 Stock Incentive Plan.
10.37* Form of Stock Option Agreement.
10.38 Lease Agreement, dated as of June 30, 1999 between Bronxville Family
Partnership, L.P. and Interep.
10.39* Extension Agreement between the Registrant and Ralph C. Guild.
11* Statement regarding computation of per share earnings.
21* Subsidiaries of the Registrant.
23.1* Consent of Salans Hertzfeld Heilbronn Christy & Viener (counsel)
(included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP (accountants).
24(5) Power of Attorney (included on signature page of the registration
statement filed on October 1, 1999).
</TABLE>
- --------
* To be filed by amendment.

(1) Incorporated by reference to Interep's registration statement on Form S-
4/A (Registration No. 333-60575), filed with the Commission on February
17, 1999.

(2) Incorporated by reference to Interep's Annual Report on Form 10-K, filed
with the Commission on March 31, 1999.

(3) Incorporated by reference to Interep's Quarterly Report on Form 10-Q/A,
filed with the Commission on May 19, 1999.

II-4
<PAGE>

(4) Incorporated by reference to Interep's Quarterly Report on Form 10-Q,
filed with the Commission on August 16, 1999.

(5) Previously filed as an Exhibit to this Registration Statement.

(b) Financial Statement Schedules

<TABLE>
<C> <S>
Schedule II --Amounts Receivable From Related Parties, Underwriters,
Promoters and Employees other than Related Parties for the
Three Years Ended December 31, 1998.
Schedule VI --Valuation and Qualifying Accounts for the Three Years Ended
December 31, 1998.
Schedule IX --Short-Term Borrowings for the Three Years Ended December 31,
1998.
</TABLE>

All other schedules are not submitted because they are not applicable or not
required or because the required information is included in the financial
statements or notes thereto.

Item 17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

The undersigned registrant further undertakes that:

a. For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective; and

b. For purposes of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or controlling persons of the
registrant pursuant to the provisions described under Item 14 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

II-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment no. 1 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on November 8, 1999.

Interep National Radio Sales, Inc.

*
By ___________________________________

Ralph C. Guild

Chairman of the Board and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date

Chairman of the
* Board and Chief November 8,
- ------------------------------------ Executive Officer 1999
Ralph C. Guild and Director
(Principal
Executive Officer)

President,
* Marketing Division November 8,
- ------------------------------------ and Director 1999
Marc G. Guild

/s/ William J. McEntee, Jr. Vice President and
- ------------------------------------ Chief Financial November 8,
William J. McEntee, Jr. Officer (Principal 1999
Financial and
Accounting
Officer)

Director
* November 8,
- ------------------------------------ 1999
Leslie D. Goldberg

Director
* November 8,
- ------------------------------------ 1999
Jerome S. Traum

/s/ William J. McEntee, Jr.

*By: __________________________

William J. McEntee, Jr.

Attorney-in-Fact

II-6
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No. Description
-------- -----------
<C> <S>
1* Underwriting Agreement, dated as of , 1999, among Interep
National Radio Sales, Inc. ("Interep"), the selling stockholder and
BancBoston Robertson Stephens Inc.
3.1 Form of Restated Certificate of Incorporation of Interep.
3.2 Form of By-Laws of Interep.
4.1(1) A/B Exchange Registration Rights Agreement, dated July 2, 1998, among
Interep, the Guarantors, BancBoston Securities Inc., Loenbaum &
Company Incorporated and SPP Hambro & Co., LLC.
4.2(1) Indenture, dated July 2,1998, between Interep, the Guarantors and
Summit Bank.
4.3(1) Form of 10% Senior Subordinated Note (included in Exhibit 4.2).
4.4(2) Supplemental Indenture, dated as of March 22, 1999, among American
Radio Sales, Inc., Interep, the Guarantors and Summit Bank as
Trustee.
4.5* Specimen Stock Certificate representing shares of Class A common
stock.
5* Form of Opinion of Christy & Viener regarding the legality of the
securities being registered hereby.
10.1(1) Revolving Line of Credit Agreement, dated July 2, 1998, among
Interep, the Guarantors and Various Financial Institutions Now or
Hereafter parties hereto, BancBoston, N.A.
10.2(1) LLC Membership Interest Pledge Agreement, dated July 2, 1998, made by
Interep and McGavren Guild, Inc. in favor of BancBoston, N.A.
10.3(1) Security Agreement, Dated July 2, 1998, among Interep, the Guarantors
and BankBoston, N.A.
10.4(1) Agreement of Lease, dated June 15, 1998, between the Prudential
Insurance Company of America and Interep.
10.5(1) Amended Lease, dated June 15, 1998, between the Tuxedo Park Executive
Conference Center Proprietorship and Interep.
10.6(1) Agreement, dated June 29, 1998, between Interep and Ralph C. Guild.
10.7(1) Promissory Note, dated June 29, 1998, by Ralph C. Guild in favor of
Interep.
10.8(1) Services Agreement, dated June 1, 1997, between Interep and Media
Financial Services, Inc.
10.9(1) Amendment to Services Agreement, dated July 1, 1997, between Interep
and Media Financial Services, Inc.
10.10(2) Amendment No. 2 to Services Agreement, dated as of March 25, 1999,
between Interep and Media Financial Services, Inc.
10.11(2) Fifth Amended and Restated Employment Agreement, dated as of March 1,
1999, between Interep and Ralph C. Guild.
10.12(1) Employment Agreement, dated January 1, 1991, between Interep and Marc
G. Guild.
10.13(1) Amendment, dated June 29, 1998, to Employment Agreement, dated
January 1, 1991, between Interep and Marc G. Guild.
10.14(1) Non-Qualified Stock Option granted to Ralph C. Guild on December 31,
1988.
10.15(1) Amendment and Extension of Option, dated January 1, 1991, between
Interep and Ralph C. Guild.
10.16(1) Non-Qualified Stock Option granted to Ralph C. Guild on January 1,
1991.
</TABLE>

<PAGE>

(1) Incorporated by reference to Interep's registration statement on Form S-
4/A (Registration No. 333-60575), filed with the Commission on February
17, 1999.

(2) Incorporated by reference to Interep's Annual Report on Form 10-K, filed
with the Commission on March 31, 1999.

(3) Incorporated by reference to Interep's Quarterly Report on Form 10-Q/A,
filed with the Commission on May 19, 1999.

<PAGE>

(4) Incorporated by reference to Interep's Quarterly Report on Form 10-Q,
filed with the Commission on August 16, 1999.

(5) Previously filed as an Exhibit to this Registration Statement.

(b) Financial Statement Schedules

All other schedules are not submitted because they are not applicable or not
required or because the required information is included in the financial
statements or notes thereto.

<PAGE>

Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION

INTEREP NATIONAL RADIO SALES, INC.

________________________________

Under Section 807 of the Business Corporation Law
________________________________

The undersigned Vice President of INTEREP NATIONAL RADIO SALES, INC.,
certifies:

FIRST: The name of the corporation is INTEREP NATIONAL RADIO SALES,
INC. (the "Corporation"). The name under which the Corporation was originally
incorporated was McGAVREN-QUINN CORPORATION.

SECOND: The Certificate of Incorporation of the Corporation was
filed by the Department of State on March 31, 1958. A Restated Certificate of
Incorporation was filed on May 28, 1985, and Certificates of Amendment thereof
were filed on June 13, 1991, June 29, 1993, November 9, 1993 and March 2, 1994.

THIRD: The Restated Certificate of Incorporation of the Corporation
is amended and further restated in its entirety to effect certain of the
amendments and changes authorized by the Business Corporation Law, specifically:

1. amending Article 2 to state a general purpose clause;

2. amending Article 3 to change and increase the number of shares
which the Corporation shall be authorized to issue by (i) creating, in place of
the currently authorized 1,000,000 shares of Common Stock, par value $0.04 per
share, two classes of Common Stock of the Corporation, the Class A Common Stock,
par value $.01 per share, having 20,000,000 shares authorized, and the Class B
Common Stock, par value $.01 per share, having 10,000,000 shares authorized,
(ii) reclassifying and splitting each of the 282,903 shares of the issued and
outstanding Common Stock into 20.8959855 shares of the Class B Common Stock, for
a total of 5,911,462 shares thereof to be issued and outstanding immediately
following the filing of this Restated Certificate of
<PAGE>

Incorporation, (iii) removing from authorized shares 25,000 shares of the Series
A Cumulative Redeemable Preferred Stock, par value $0.01 per share, of which
7,813 shares were issued, reacquired and canceled by the Corporation and the
remaining 17,187 shares were never issued, (iv) removing from authorized shares
5,000 shares of the Series B Cumulative Redeemable Preferred Stock, par value
$0.01 per share, of which 1,389 were issued, reacquired and canceled by the
Corporation and the remaining 3,611 shares were never issued and (v) deleting
the provisions of Article 3 relating to the designations, preferences,
privileges and powers of the Series A Cumulative Redeemable Preferred Stock and
the Series B Cumulative Redeemable Preferred Stock;

3. amending Article 4 to delete references to borough, city and
state in the designation of the county where the office of the Corporation is
located;

4. amending Article 5 to delete the statement that the duration of
the Corporation shall be perpetual and substituting a statement of the
elimination of preemptive rights of shareholders;

5. amending Article 6 to change the number of directors and to
provide for the classification of the Board of Directors of the Corporation and
the removal of directors for cause by the shareholders;

6. amending Article 7 by deleting the provisions permitting the
shareholders to remove directors and substituting a new provision limiting the
personal liability of directors to the Corporation or the shareholders for
damages for any breach of duty as a director;

7. amending Article 8 by changing the address to which the Secretary
of State shall mail a copy of process in any action or proceeding against the
Corporation served on him;

8. amending Article 9 by deleting the current provisions regarding
the powers of the Board of Directors in their entirety and substituting a
statement that the By-Laws may be adopted, amended or repealed by the Board of
Directors;

9. deleting Article 10 (regarding transactions with directors),
Article 11 (regarding quorums for meetings of the Board of Directors) and
Article 13 (regarding the endorsement of stock certificates with legends
regarding provisions of the By-Laws or shareholder agreements restricting the
transferability of shares of the Corporation's capital stock) in their entirety;
and

10. amending Article 12 to change the provisions relating to the
indemnification of officers, directors and certain other persons, and
renumbering it as Article 10.

FIFTH: The text of the Restated Certificate of Incorporation is
amended and restated to read in its entirety as follows:

-2-
<PAGE>

1. The name of the corporation is INTEREP NATIONAL RADIO SALES, INC.
(the "Corporation").

2. The purpose for which the Corporation is formed is to engage in
any lawful act or activity for which corporations may be organized under the
Business Corporation Law. The Corporation is not formed to engage in any act or
activity requiring the consent or approval of any state official, department,
board, agency, or other body without such consent or approval first being
obtained.

3. The Corporation shall have authority to issue a total of
31,000,000 shares of stock, of which 20,000,000 shares shall be Class A Common
Stock, par value $0.01 per share (the "Class A Common Stock"), 10,000,000 shares
shall be Class B Common Stock, par value $0.01 per share (the "Class B Common
Stock"), and 1,000,000 shares shall be Preferred Stock, par value $0.01 per
share (the "Preferred Stock").

Effective immediately on the filing of this Restated Certificate of
Incorporation, each of the outstanding shares of Common Stock, par value $0.04
per share, shall be reclassified and split into 20.8959855 shares of the Class B
Common Stock; provided, however, that fractional shares of the Class B Common
Stock shall not be issued in connection with such reclassification and split,
and each holder of a fractional share of the Class B Common Stock shall receive
in lieu thereof a cash payment from the Corporation equal to the fair value of
such fractional share, as determined in good faith by the Board of Directors,
within 90 days after the filing of this Restated Certificate of Incorporation.
The foregoing shall not effect a reduction in the stated capital of the
Corporation. Certificates representing shares of Common Stock reclassified and
split as provided above shall be deemed canceled as of the filing of this
Restated Certificate of Incorporation and, on presentation of such canceled
certificates, the holders thereof shall be entitled to receive new certificates
representing the shares resulting from such reclassification and split.

PREFERRED STOCK

Shares of the Preferred Stock may be issued from time to time in
series, and the Board of Directors is authorized, subject to the limitations
provided by law, to establish and designate one or more series of the Preferred
Stock, to fix the number of shares constituting each series, and to fix the
designations and rights, preferences and limitations of each series and the
variations and relative rights, preferences and limitations as between series,
and to increase and to decrease the number of shares constituting each series.
The authority of the Board of Directors with respect to each series shall
include, but shall not be limited to, the authority to determine the following:

(a) the designation of such series;

(b) the number of shares initially constituting such series and any
increase or decrease (to a number not less than the number of outstanding shares
of such series) of the number of shares constituting such series theretofore
fixed;

-3-
<PAGE>

(c) the rate or rates at which dividends on the shares of such series
shall be paid, including, without limitation, any methods or procedures for
determining such rate or rates, and the conditions on, and the times of, the
payment of such dividends, the preference or relation which such dividends shall
bear to the dividends payable on any other class or series of stock of the
Corporation, and whether or not such dividends shall be cumulative and, if so,
the date or dates from and after which they shall accumulate;

(d) whether or not the shares of such series shall be redeemable, and,
if so, the terms and conditions of such redemption, including, without
limitation, the date or dates on or after which such shares shall be redeemable
and the amount per share which shall be payable on such redemption, which amount
may vary under different conditions and at different redemption dates;

(e) the rights to which the holders of the shares of such series shall
be entitled on the voluntary or involuntary liquidation, dissolution or winding
up or on any distribution of the assets, of the Corporation, which rights may be
different in the case of a voluntary liquidation, dissolution or winding up than
in the case of such an involuntary event;

(f) whether or not the shares of such series shall have voting rights
in addition to the voting rights provided by law and, if so, the terms and
conditions thereof, including, without limitation, the right of the holders of
such shares to vote on a separate class, either alone or with the holders of
shares of one or more other series of the Preferred Stock and the right to have
more than one vote per share;

(g) whether or not a sinking fund or a purchase fund shall be provided
for the redemption or purchase of the shares of such series and, if so, the
terms and conditions thereof;

(h) whether or not the shares of such series shall be convertible
into, or changeable for, shares of any other class or series of the same or any
other class of stock of the Corporation and, if so, the terms and conditions of
conversion or exchange, including, without limitation, any provision for the
adjustment of the conversion or exchange rate or the conversion or exchange
price; and

(i) any other relative rights, preferences and limitations.

COMMON STOCK

(a) Dividends. Subject to the preferential dividend rights of the
Preferred Stock, as determined by the Board of Directors pursuant to the
foregoing provisions of this Article 3, holders of shares of the Class A Common
Stock and the Class B Common Stock, share for share equally with each other,
shall be entitled to receive such dividends as may be declared by the Board of
Directors. If a dividend is paid in the form of shares of Common Stock, holders
of shares of the Class A Common Stock shall receive shares of the Class A Common
Stock and holders of shares of the Class B Common Stock shall receive shares of
the Class B Common Stock.

(b) Liquidation. Subject to the preferential liquidation rights of
the Preferred Stock, as determined by the Board of Directors pursuant to the
foregoing provisions of this Article

-4-
<PAGE>

3, in the event of any voluntary or involuntary liquidation, dissolution or
winding up of, or any distribution of the assets of, the Corporation, holders of
shares of the Class A Common Stock and the Class B Common Stock, share for share
equally with each other, shall be entitled to receive all of the assets of the
Corporation available for distribution to its shareholders ratably in proportion
to the number of shares held by them.

(c) Voting. Except as otherwise required by law or by the provisions
of this Restated Certificate of Incorporation: (i) the holders of shares of the
Class A Common Stock and the Class B Common Stock shall be entitled to vote on
all matters submitted to the shareholders of the Corporation, voting together as
one class, (ii) each holder of the Class A Common Stock shall be entitled to one
vote for each share of the Class A Common Stock held and (iii) each holder of
the Class B Common Stock shall be entitled to ten votes for each share of the
Class B Common Stock held. Notwithstanding the foregoing, (A) the affirmative
vote of the holders of a majority of the shares of the then outstanding Class A
Common Stock or the Class B Common Stock, voting separately as a class, shall be
required to approve any amendment of this Restated Certificate of Incorporation
that would adversely change the powers, preferences or rights of the Class A
Common Stock or the Class B Common Stock, respectively, and (B) if a Rule 13e-3
transaction (as defined in Rule 13e-3 under the Securities and Exchange Act of
1934, as amended (the "Exchange Act")) involving a proposed acquisition of
securities or assets of the Corporation by Ralph C. Guild, the executive
officers of the Corporation acting as a group, the Corporation's Employee Stock
Ownership Plan or any affiliates of any of them, is submitted to the
shareholders for their approval, the holders of shares of the Class B Common
Stock would be entitled to only one vote for each share of the Class B Common
Stock held with respect solely to the vote on such matter.

(d) Conversion. Each share of the Class B Common Stock shall be
convertible into one fully-paid and nonassessable share of the Class A Common
Stock:

(i) at the option of the holder thereof at any time;

(ii) automatically on any sale, pledge, conveyance,
hypothecation, assignment or other transfer (a "Transfer") of such share,
whether or not for value, by the initial registered holder (the "Initial
Holder") thereof, except that any Transfer by the Initial Holder to the
following shall not result in an automatic conversion:

(A) a nominee of such Initial Holder (without any change in
beneficial ownership, as such term is used in Section 13(d) of the Exchange
Act);

(B) an officer, employee or director of the Corporation, the
Corporation's Stock Growth Plan and Trust, the Corporation's Employee Stock
Ownership Plan and Trust and any other employee benefit plan of the
Corporation or another person that, at the time of such Transfer,
beneficially owns shares of the Class B Common Stock or a nominee of any
thereof;

(C) an affiliate of such Initial Holder (as such term is defined
in Rule 405 under the Securities Act of 1933, as amended) that is
controlled by such Initial Holder;

-5-
<PAGE>

(D) the estate of such Initial Holder or a trust established for
the benefit of the descendants or any relatives or spouse of such Initial
Holder;

(E) the spouse of such Initial Holder; or

(F) to any financial institution in connection with a borrowing
by the Initial Holder pursuant to a bona fide pledge; provided, however,
that any Transfer of beneficial ownership of any such shares of Class B
Common Stock to any such financial institution or its nominee or assignee
on any realization of such pledge shall result in such conversion; and

(iii) automatically if (A) the holder thereof (other than the
Corporation's Stock Growth Plan and Trust, the Corporation's Employee Stock
Ownership Plan and Trust or any other employee benefit plan of the
Corporation) ceases to be an officer, employee or director of the
Corporation or (B) the holder thereof is a party described in clauses (A),
(C), (D), (E) or (F) of subparagraph (ii) of this paragraph (d) and such
holder received its shares of the Class B Common Stock from an Initial
Holder who ceases to be an officer, employee or director of the
Corporation.

If a Transfer does not give rise to automatic conversion hereunder, any
subsequent Transfer by the transferee shall be subject to automatic conversion
on the terms and conditions set forth above. The one-to-one conversion ratio
for the conversion of shares of the Class B Common Stock into shares of the
Class A Common Stock shall in all events be equitably adjusted in the event of
any merger, consolidation or other reorganization of the Corporation with
another corporation. The Corporation shall at all times reserve and keep
available out of its authorized but unissued shares of the Class A Common Stock,
solely for the purpose of effecting the conversion of the shares of the Class B
Common Stock, such number of its shares of the Class A Common Stock as shall
from time to time be sufficient to effect the conversion of all outstanding
shares of the Class B Common Stock. If any shares of the Class B Common Stock
are converted, the shares so converted shall be retired and returned to the
authorized but unissued shares of the Class B Common Stock.

(e) General. In no event shall any stock dividends, stock splits or
combinations of stock be declared or made on the Class A Common Stock or the
Class B Common Stock unless the shares of the Class A Common Stock and the Class
B Common Stock at the time outstanding are treated equally and identically,
except that dividends or stock splits or combinations shall be made in respect
of shares of the Class A Common Stock and the Class B Common Stock in the form
of shares of the Class A Common Stock or the Class B Common Stock, respectively.

4. The office of the Corporation shall be located in the County of
New York.

5. No shareholder of the Corporation shall by reason of holding
shares of any class have any preemptive or preferential right to purchase or
subscribe to any shares of any class of the Corporation, now or hereafter
authorized, or any notes, debentures, bonds, or other securities convertible
into or carrying options or warrants to purchase shares of any class, now or
hereafter authorized (whether or not the issuance of any such shares, or such
notes, debentures, bonds, or other securities, would adversely affect the
dividend or voting rights of such shareholder), other than

-6-
<PAGE>

such rights, if any, as the Board of Directors, in its discretion, from time to
time may grant, and at such price as the Board of Directors in its discretion
may fix; and the Board of Directors may issue shares of any class of the
Corporation, or any notes, debentures, bonds, or other securities convertible
into or carrying options or warrants to purchase shares of any class without
offering any such shares of any class, either in whole or in part, to the
existing shareholders of any class.

6. The number of directors of the Corporation shall be as fixed by,
or in the manner provided in, the By-laws, but shall be not less than three nor
more than twelve. The Board of Directors shall be divided into three classes as
nearly equal in number as possible, with the term of office of one class
expiring each year. The terms of office of the directors elected at the annual
meeting of shareholders in 2000 and initially classified shall be as follows:
directors of the first class shall hold office for a term expiring at the next
succeeding annual meeting, directors of the second class shall hold office for a
term expiring at the second succeeding annual meeting and directors of the third
class shall hold office for a term expiring at the third succeeding annual
meeting. At each annual meeting of shareholders after the annual meeting of
2000, directors elected to succeed the class of directors whose terms expire at
such annual meeting shall be elected to hold office for a term expiring at the
third succeeding annual meeting after their election. During the intervals
between annual meetings of shareholders, any vacancies occurring in the Board of
Directors and any newly created directorships resulting from an increase in the
number of directors shall be filled by a majority vote of the directors then in
office, whether or not a quorum, or by a sole remaining director, except as
otherwise provided by law. Each director chosen to fill a vacancy shall hold
office for the unexpired term in respect of which such vacancy occurred. Each
director chosen to fill a newly created directorship shall hold office for a
term expiring at the next annual meeting of shareholders, at which time such
director shall be classified in accordance with this Article 6. When the number
of directors is changed, any newly created directorships or any decrease in
directorships shall be so apportioned among the classes as to make all classes
as nearly equal in number as possible. Each director shall hold office for the
specified term and until a successor shall be duly elected and qualified, except
in the event of death, resignation or removal.

A director may be removed from office at any time, but only for cause,
by the affirmative vote of the holders of at least 66-2/3% of the votes of the
outstanding shares of stock entitled to vote for the election of directors.

No amendment of this Certificate of Incorporation, directly or
indirectly by merger, consolidation or otherwise, shall amend, alter, change or
repeal any of the provisions of this Article 6 unless the amendment effecting
such amendment, alteration, change or repeal shall receive the affirmative vote
of at least 66-2/3% of the votes of the outstanding shares of stock entitled to
vote in elections of directors; provided, however, that this paragraph shall not
apply to any such amendment submitted to the shareholders for adoption with the
unanimous recommendation of the entire Board of Directors.

7. To the fullest extent permitted by the Business Corporation
Law, as the same exists or may hereafter be amended, the personal liability to
the Corporation or its shareholders of any director of the Corporation for
damages for any breach of duty as a director shall be eliminated. No amendment
to this Restated Certificate of Incorporation, shall have any effect, directly
or indirectly, on the liability or alleged liability of any director of the
Corporation for or with respect

-7-
<PAGE>

to any acts or omissions of such director occurring prior to such amendment,
unless such amendment shall have the effect of further limiting or eliminating
such liability.

8. The Secretary of State is designated as the agent of the
Corporation upon whom process in any action or proceeding against the
Corporation may be served. The address to which the Secretary of State shall
mail a copy of process in any action or proceeding against the Corporation which
may be served upon him is c/o Salans Hertzfeld Heilbronn Christy & Viener, 620
Fifth Avenue, New York, New York 10020, Attention: Laurence S. Markowitz, Esq.

9. The Board of Directors may adopt, amend or repeal the By-laws of
the Corporation.

10. The Corporation shall, to the fullest extent permitted by
applicable law as then in effect, indemnify any person made, or threatened to be
made, a party to an action or proceeding (including one by or in the right of
the Corporation to procure a judgment in its favor), whether civil or criminal,
including an action by or in the right of any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, which any director or officer of the
Corporation served in any capacity at the request of the Corporation, by reason
of the fact that he, his testator or intestate, was a director or officer of the
Corporation, or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against any
and all judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees actually and necessarily incurred as a result of such
action or proceeding, or any appeal therein. Such indemnification shall
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of his heirs and legal representatives. The right to
indemnification conferred in this Article 10 shall include the right to receive
payment in advance of any expenses incurred in defending a civil or criminal
action or proceeding consistent with applicable law as then in effect, and shall
be a contract right. The Corporation may, by action of the Board of Directors,
provide indemnification for employees, agents, attorneys and representatives of
the Corporation with up to the same scope and extent as provided above for
officers and directors. No amendment to or repeal of this Restated Certificate
of Incorporation having the effect of amending, altering, changing or repealing
this Article 10 shall remove, abridge or adversely affect any right to
indemnification or other benefits hereunder with respect to any acts or
omissions occurring prior to such amendment or repeal.

To the fullest extent provided by the Business Corporation Law, the
right of indemnification, including the right to receive payment in advance of
expenses, conferred in this Article 10 shall not be exclusive of any other
rights to which any person seeking indemnification may otherwise be entitled
under any provision of this Restated Certificate of Incorporation, the By-laws,
a resolution of shareholders, a resolution of directors, an agreement providing
for such indemnification or otherwise.

In any action or proceeding relating to the right to indemnification
conferred in this Article 10, the Corporation shall have the burden of proof
that the indemnitee has not met any standard of conduct or belief which may be
required by applicable law to be applied in connection with a determination of
whether the indemnitee is entitled to indemnity, or otherwise is not entitled to
indemnity, and neither a failure to make such a determination nor an adverse
determination of

-8-
<PAGE>

entitlement to indemnity shall be a defense of the Corporation in such an action
or proceeding or create any presumption that the indemnitee has not met any such
standard of conduct or belief or is otherwise not entitled to indemnity. If
successful in whole or in part in such an action or proceeding, an indemnitee
shall be entitled to be indemnified by the Corporation for the expenses actually
and reasonably incurred by him in connection with such action or proceeding.

No amendment of this Restated Certificate of Incorporation, directly
or indirectly by merger, consolidation or otherwise, shall amend, alter, change
or repeal any of the provisions of this Article 10 unless the amendment
effecting such amendment, alteration, change or repeal shall receive the
affirmative vote of at least 66-2/3% of the votes of the outstanding shares of
stock entitled to vote in elections of directors; provided, however, that this
paragraph shall not apply to any such amendment submitted to the shareholders
for adoption with the unanimous recommendation of the entire Board of Directors.

SIXTH: This Restated Certificate of Incorporation was duly adopted
by the unanimous written consent of the Board of Directors and by the
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock entitled to vote thereon at a meeting thereof duly called and held
for such purpose.

IN WITNESS WHEREOF, the undersigned has executed this Restated
Certificate of Incorporation on December , 1999 and affirms the contents as
true under penalties of perjury.

By_____________________________
William J. McEntee, Jr.
Vice President

-9-

<PAGE>

Exhibit 3.2

INTEREP NATIONAL RADIO SALES, INC.

BY-LAWS

ARTICLE I
SHAREHOLDERS

SECTION 1. Annual Meetings. An annual meeting of the shareholders
---------------
to elect directors and transact such other business as may properly come before
the meeting shall be held at 10:00 a.m. on the third Tuesday in November in each
year, or if that day is a legal holiday, on the first day thereafter which is
not a legal holiday, or on such other date as may be fixed from time to time by
the Board of Directors of the Corporation (the "Board"). If any annual meeting
is not held on the day provided above with the result that there is a failure to
elect a sufficient number of directors to conduct the business of the
Corporation within one month following such date, the Board shall call a special
meeting of the shareholders for the election of such directors to be held as
soon thereafter as convenient and shall give notice thereof as provided in these
By-laws for an annual meeting of the shareholders. If such special meeting is
not called by the Board within two weeks after the expiration of such period, or
if it is called but there is a failure to elect such directors for a period of
two months after the expiration of such period, the holders of 10% of the votes
of the shares entitled to vote in an election of directors may, in writing,
demand the call of a special meeting for the election of directors specifying
the date and month thereof, which shall not be less than 60 nor more than 90
days from the date of such written demand. The Secretary (all references to
officers in these By-Laws are to the officers of the Corporation), upon
receiving the written demand, shall promptly give notice of such meeting, or if
he fails to do so within five business days, any shareholder signing such demand
may give
<PAGE>

such notice. At any such special meeting, the shareholders may elect
directors and transact other business with the same force and effect as at an
annual meeting duly called and held.

SECTION 2. Special Meetings. A special meeting of the
----------------
shareholders may be called at any time by the Chairman of the Board, the
President or a majority of the Board, and shall be called by any of them or the
Secretary on receipt of a written request signed by the holders of record of at
least 33-1/3% of the votes of the outstanding shares entitled to vote in an
election of directors, which request shall specify the matters proposed to be
presented to the meeting. At any special meeting, the business transacted shall
be limited to the purpose or purposes set forth in such request or, if called by
the Chairman of the Board, the President or the Board, in the notice of such
special meeting.

SECTION 3. Place of Meetings. Each annual meeting shall be held at
-----------------
such place, within or without the State of New York, as the Board, the Chairman
of the Board or the President designates. Each special meeting shall be held at
such place, within or without the State of New York, as may be designated by the
persons calling the meeting. If no place is so designated, the meeting will be
held at the office of the Corporation in the State of New York.

SECTION 4. Notice of Meetings.
------------------
(a) Written notice of a meeting of shareholders shall be given
personally, by mail or electronically not less than ten nor more than 60 days
before the meeting, to each shareholder entitled to vote at such meeting. Such
notice shall state the place, date and hour of the meeting, the purpose or
purposes for which the meeting is called and the names of the persons who have
directed the calling of the meeting. If, at any meeting, action is proposed to
be

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<PAGE>

taken that would, if taken, entitle shareholders fulfilling the requirements
of Section 623 of the Business Corporation Law to receive payment for their
shares, the notice of such meeting shall include a statement of that purpose and
of the effect of such action, if taken, and shall be accompanied by a copy of
Section 623 or an outline of its material terms. If mailed, such notice shall
be deemed to be duly given when deposited in the United States mail, first class
(or first class registered airmail if to a recipient outside of the United
States) postage prepaid, directed to each shareholder at his address as it
appears on the record of shareholders or at such other ad dress as set forth in
a writing duly filed with the Secretary by the shareholder requesting that
notices to him be mailed to such other address. If transmitted electronically,
such notice shall be deemed to have been duly given if directed to a
shareholder's electronic mail address furnished by such shareholder to the
Secretary or as otherwise directed pursuant to the shareholder's written
instructions or authorization. Notice of any meeting of the shareholders shall
not be required to be given to any shareholder who shall waive notice thereof as
hereinafter provided in Article IX of these By-laws.

(b) When a meeting is adjourned to another time or place, it shall not
be necessary to give any notice of the adjourned meeting if the time and place
to which the meeting is adjourned are announced at the meeting at which the
adjournment is taken. If after adjournment the Board fixes a new record date
for the adjourned meeting, however, a notice of the adjourned meeting shall be
given to each shareholder who is entitled to vote at such adjourned meeting. At
any adjourned meeting, any business may be transacted that might have been
transacted on the original date of the meeting.

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<PAGE>

SECTION 5. Quorum. At all meetings of the shareholders, except as
------
otherwise provided by law or by the Restated Certificate of Incorporation of the
Corporation, the presence of the holders of a majority of the votes of
outstanding shares entitled to vote at that meeting, in person or by proxy,
shall be necessary and sufficient to constitute a quorum for the transaction of
business. In the absence of a quorum, a majority in voting power of the
shareholders present, in person or by proxy, and entitled to vote, may adjourn
the meeting from time to time, in which case the provisions of Section 4(b)
shall apply. A quorum once present to organize a meeting is not broken by the
subsequent withdrawal of any shareholder.

SECTION 6. Organization. At each meeting of the shareholders, the
------------
Chairman of the Board, or in his absence or inability to act, such officer or
other person designated by the Board, or in the absence or inability to act of
such designee, such other person chosen by the holders of a majority of the
votes of the outstanding shares present or represented, shall act as chairman of
the meeting. The Secretary, or in his absence or inability to act, an Assistant
Secretary or any other officer appointed by the chairman of the meeting, shall
act as secretary of the meeting and keep the minutes thereof. The meeting may
be adjourned from time to time by the chairman of the meeting or, at the
direction of the Board, by any officer.

SECTION 7. Items of Business. No business shall be transacted at
-----------------
any annual meeting other than (i) as specified in the notice of meeting
(including shareholder proposals included in the Corporation's proxy materials),
(ii) as otherwise brought before the meeting by or at the direction of the
Board, or (iii) such business that is a proper subject for the meeting and is

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<PAGE>

properly submitted by a shareholder entitled to vote at such meeting in
accordance with the following requirements:

(a) a shareholder must give notice in writing of such business to the
Secretary;

(b) such notice must be received by the Secretary at the principal
executive offices of the Corporation not less than 75 days nor more than 120
days before the anniversary date of the Corporation's proxy statement released
to shareholders in connection with the prior year's annual meeting; provided,
--------
however, that in the event that less than 90 days' notice or prior public
- -------
disclosure of the date of the meeting is given or made to shareholders, notice
by the shareholder to be timely must be so received not later than the close of
business on the 15/th/ day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made;

(c) a shareholder's notice shall set forth: (i) the name and address
of the shareholder, (ii) the number of shares of stock held of record and
beneficially by such shareholder, (iii) the name in which all such shares of
stock are registered on the stock transfer books of the Corporation, (iv) a
representation that the shareholder intends to appear at the meeting in person
or by proxy to submit the business specified in such notice, (v) a brief
description of the business desired to be submitted, including the complete text
of any resolutions intended to be presented, and the reasons for conducting such
business at the annual meeting, (vi) any personal or other material interest of
the shareholder in the business to be submitted and (vii) all other information
relating to the proposed business which may be required to be disclosed under
applicable law;

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<PAGE>

(d) a shareholder seeking to submit such business at the annual
meeting shall promptly provide any other information reasonably requested by the
Corporation; and

(e) a shareholder who seeks to have any proposal included in the
Corporation's proxy materials shall comply with the requirements of Rule 14a-8
under Regulation 14A of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

SECTION 8. Order of Business. The order of business at all
-----------------
meetings of the shareholders shall be as determined by the chairman of the
meeting. The chairman shall determine all matters relating to the efficient
conduct of the meeting and as to the maintenance of order and decorum. The
chairman may, if the facts warrant, determine and declare that any putative
business was not properly brought before the meeting in accordance with the
procedures prescribed by Section 7, in which case such business shall not be
transacted.

SECTION 9. Voting. (a) Except as otherwise provided by law or
------
the Restated Certificate of Incorporation, at each meeting of the shareholders
(i) each holder of record of shares of the Class A Common Stock of the
Corporation shall be entitled to one vote for each share of such stock standing
in the shareholder's name on the record of shareholders of the Corporation, and
(ii) each holder of record of shares of the Class B Common Stock of the
Corporation shall be entitled to ten votes for each share of such stock standing
in such shareholder's name on the record of shareholders of the Corporation, in
either case:

(A) on the date fixed pursuant to the provisions of Section 7 of
Article VII of these By-laws as the record date for the determination of the
shareholders who are entitled to vote at such meeting;

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<PAGE>

(B) if such record date has not been so fixed, then at the close of
business on the day before the day on which notice of such meeting has been
given; or
(C) if such record date has not been so fixed and if no notice of
such meeting has been given, then the day on which the meeting is held.

(b) Each shareholder entitled to vote at any meeting of shareholders
may authorize another person or persons to act for him by a proxy signed by such
shareholder or his attorney-in-fact. Any such proxy shall be delivered to the
secretary of such meeting at or prior to the time designated for so delivering
such proxies in the notice of meeting. No proxy shall be valid after the
expiration of 11 months from the date thereof, unless the proxy provides for a
longer period. Every proxy shall be revocable at the pleasure of the
shareholder executing it, unless the proxy states that it is irrevocable and
such irrevocability is permitted by law. At all meetings of the shareholders at
which a quorum is present, all matters shall be decided by the vote of a
majority in voting interest of the shareholders present in person or represented
by proxy and entitled to vote, except as otherwise provided by law, the rules
and regulations of any exchange on which the stock of the Corporation is traded,
the Restated Certificate of Incorporation or these By-laws. Unless required by
law, or determined by the chairman of the meeting to be advisable, the vote on
any question need not be by written ballot. On a vote by written ballot, each
ballot shall be signed by the shareholder voting, or by the shareholder's proxy
as such, if there be such a proxy, and shall state the number and class of the
shares voted.

SECTION 10. No Action by Consent. Except as otherwise required by
--------------------
law, no action required to be taken or which may be taken at any annual or
special meeting of

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<PAGE>

shareholders of the Corporation may be taken without a meeting and the power of
shareholders to consent in writing to the taking of any action is specifically
denied.

SECTION 11. List of Shareholders. The Secretary will, or will
--------------------
cause any transfer agent of the Corporation to, prepare and certify a complete
list of the shareholders as of the record date for any meeting of the
shareholders, arranged in alphabetical order and showing the address, and the
class and number of shares registered in the name of each shareholder. Such
list will be produced at any meeting of shareholders on the request of any
shareholder or his attorney-in-fact made at the meeting or prior thereto.

SECTION 12. Inspectors of Election. The Board may, in advance of
----------------------
any meeting of shareholders, appoint one or more inspectors to act at such
meeting or any adjournment thereof. If inspectors are not so appointed or if
any of them fail to appear or act, the chairman of the meeting shall appoint one
or more inspectors to act at the meeting. Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath faithfully to execute
the duties of inspector at such meeting with strict impartiality and according
to the best of his ability. The inspectors shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all shareholders. On request of
the chairman of the meeting or any shareholder entitled to vote at the meeting,
the inspectors shall make a report in writing of any challenge,

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<PAGE>

question or matter determined by them and shall execute a certificate of any
fact found by them. No director or candidate for the office of director shall
act as inspector of an election of directors.

ARTICLE II

DIRECTORS

SECTION 1. General Powers. The business of the Corporation shall
--------------
be managed by the Board. The Board may adopt such rules and regulations, not
inconsistent with the Restated Certificate of Incorporation or these By-laws or
the laws of the State of New York, as it may deem proper for the conduct of its
meetings and the management of the Corporation. The Board may exercise all
powers and perform all acts which are not required by these By-laws, the
Restated Certificate of Incorporation or applicable law to be exercised and
performed by the shareholders.

SECTION 2. Number, Classification, Term of Office and
------------------------------------------
Qualifications.
- --------------

(a) The number of directors shall be six, but the number may be
increased to not more than twelve, or decreased to not less than three, by
amendment to these By-laws. The Board shall be divided into three classes as
nearly equal in number as possible, with the term of office of one class
expiring each year. The terms of office of the directors elected at the annual
meeting of shareholders in 2000 and initially classified shall be as follows:
directors of the first class shall hold office for a term expiring at the next
succeeding annual meeting, directors of the second class shall hold office for a
term expiring at the second succeeding annual meeting and directors of the third
class shall hold office for a term expiring at the third succeeding annual

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<PAGE>

meeting. At each annual meeting of shareholders after the annual meeting of
2000, directors elected to succeed the class of directors whose terms expire at
such annual meeting shall be elected to hold office for a term expiring at the
third succeeding annual meeting after their election. During the intervals
between annual meetings of shareholders, any vacancies occurring in the Board
and any newly created directorships resulting from an increase in the number of
directors shall be filled by a majority vote of the directors then in office,
whether or not a quorum, or by a sole remaining director, except as otherwise
provided by law. Each director chosen to fill a vacancy shall hold office for
the unexpired term in respect of which such vacancy occurred. Each director
chosen to fill a newly created directorship shall hold office for a term
expiring at the next annual meeting of shareholders, at which time such director
shall be classified in accordance with this Section 2(a). When the number of
directors is changed, any newly created directorships or any decrease in
directorships shall be so apportioned among the classes as to make all classes
as nearly equal in number as possible. Each director shall hold office for the
specified term and until a successor shall be duly elected and qualified, except
in the event of death, resignation or removal. Subject to the foregoing, the
respective classes for which directors shall be selected shall be determined by
resolution approved by at least a majority of the then authorized number of
directors. All directors shall be at least 18 years of age. Except as
otherwise required by statute, the Restated Certificate of Incorporation or
these By-laws, directors to be elected at each annual meeting of shareholders
shall be elected by a plurality of the votes cast at the meeting by the holders
of shares present in person or represented by proxy and entitled to vote for the
election of directors.

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<PAGE>

(b) Only persons who are nominated in accordance with the procedures
set forth in this paragraph (b) shall be eligible for election as a director at
any meeting of shareholders for the election of directors (an "Election
Meeting"). Nominations of candidates for election to the Board at an Election
Meeting may be made only by or at the direction of the Board or by a shareholder
entitled to vote at such Election Meeting. All such nominations, except those
made by or at the direction of the Board, shall be made pursuant to timely
notice in writing to the Secretary of the shareholder's intention to make such
nomination. To be timely, any such notice must be received by the Secretary at
the principal office of the Corporation not less than 75 nor more than 120 days
prior to the anniversary date of the Corporation's proxy statement released to
shareholders in connection with the prior year's annual meeting; provided,
--------
however, that in the event that less than 90 days' notice of the date of the
- -------
Election Meeting is given or made to shareholders, notice by the shareholder to
be timely must be received not later than the close of business on the 15/th/
day following the day on which such notice of the date of the Election Meeting
was mailed or such public disclosure was made. Such shareholder's notice with
respect to a proposed nomination shall set forth (i) as to each person whom the
shareholder proposes to nominate as a candidate for election to the Board (A)
the name, age, business address, residence address and the principal occupation
or employment of such person, (B) the class and number of shares of capital
stock of the Corporation which are beneficially owned by such person, if any,
(C) such other information concerning such person as would be required, under
the rules of the Securities and Exchange Commission, in a proxy statement
soliciting proxies for the election of such person and (D) a signed consent of
such person to serve as a

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<PAGE>

director of the Corporation, if elected, and (ii) as to the shareholder giving
the notice (A) the name and address of such shareholder, as they appear in the
Corporation's stock transfer books and (B) the class and number of shares of
capital stock of the Corporation which are beneficially owned by such
shareholder. If a person is validly designated as a nominee in accordance with
the procedures specified above and thereafter becomes unable or unwilling to
stand for election to the Board, the Board or the shareholder who proposed such
nominee, as the case may be, may designate a substitute nominee; provided,
--------
however, that in the case of persons not nominated by the Board, such a
- -------
substitution may be made only if notice as provided above in this paragraph (b)
is received at the principal office of the Corporation before the later of (x)
30 days prior to the date of the Election Meeting or (y) 5 days after the
shareholder proposing the original nominee first learned that such original
nominee has become unable or unwilling to stand for election. If the chairman of
an Election Meeting determines and declares that a director nomination was not
made in accordance with the foregoing procedures, such nomination shall be void
and shall be disregarded for all purposes.

SECTION 3. Organization of Meetings. At each meeting of the
------------------------
Board, the Chairman of the Board, or in his absence or inability to act, the
President, or in his absence or inability to act, another director chosen by a
majority of the directors present, shall act as chairman of the meeting and
preside at the same. The minutes of the meeting shall be recorded by any
officer of the Corporation present and designated by the chairman.

SECTION 4. Annual Meeting. The Board shall meet for the purpose of
--------------
organization, the election of officers and the transaction of other business as
soon as practicable

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<PAGE>

after each annual meeting of the shareholders, on the same day and at the same
place where such annual meeting shall be held. Notice of such meeting need not
be given. Such meeting may be held at any other time or place, within or without
the State of New York, which shall be specified in a notice thereof given as
hereinafter provided in this Article II, or in a waiver of notice thereof.

SECTION 5. Regular Meetings. Regular meetings of the Board may be
----------------
held at such times and places within and without the State of New York as may be
determined from time to time by the Board. Notice of any such meeting need not
be given unless otherwise required by law or these By-Laws. If any day fixed
for a regular meeting is a legal holiday at the place where the meeting is to be
held, then the meeting shall be held at the same hour at such place on the next
succeeding business day.

SECTION 6. Special Meetings. Special meetings of the Board may be
----------------
called at any time by the Chairman of the Board, the President or any two or
more directors and shall be held at such time and place within or without the
State of New York as is specified in the notice of meeting or waiver thereof.

SECTION 7. Notice of Meetings. Notice of each special meeting of
------------------
the Board (and of each regular meeting for which notice shall be required) shall
be given by the Secretary as hereinafter provided in this Section 7, in which
notice shall be stated the time and place of the meeting. Notice of each such
meeting shall be delivered to each director, either personally (including by
courier) or by telephone, electronic mail, nationally recognized overnight
courier or facsimile transmission at least 24 hours before the time at which
such meeting is to be held, or shall be mailed to each director by first-class
mail postage prepaid, addressed to him at his

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<PAGE>

residence or usual place of business, at least three days before the day on
which such meeting is to be held. Notice of any such meeting need not be given
to any director who shall, either before or after the meeting, submit a signed
waiver of notice or who shall attend such meeting without objecting, at the
beginning of such meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Except as otherwise specifically
required by these By-Laws, a notice or waiver of notice of any regular or
special meeting of the Board need not state the purpose or purposes of such
meeting.

SECTION 8. Quorum and Manner of Acting. A majority of the
---------------------------
directors shall be present in person at any meeting of the Board in order to
constitute a quorum for the transaction of business at such meeting and the act
of the majority of the directors present shall be the act of the Board. In the
absence of a quorum, a majority of the directors present may adjourn such
meeting from time to time until a quorum is present. Notice of any adjourned
meeting need not be given. At any adjourned meeting at which a quorum is
present, any business may be transacted which might have been transacted at the
meeting as originally called. The directors shall act only as a Board and the
individual directors shall have no power as such.

SECTION 9. Resignations. Any director of the Corporation may resign
------------
at any time by giving written notice of his resignation to the Board, the
Chairman of the Board, the President or the Secretary. Any such resignation
shall take effect at the time specified therein, or, if no time is specified,
immediately on its receipt; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

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<PAGE>

SECTION 10. Removal of Directors. Except as otherwise provided in
--------------------
the Restated Certificate of Incorporation or in these By-laws, a director may be
removed at any time, but only for cause, by the affirmative vote of the holders
of at least 66-2/3% of the votes of the outstanding shares entitled to vote for
the election of directors.

SECTION 11. Vacancies. Except as otherwise required by law or the
---------
Restated Certificate of Incorporation, during the intervals between annual
meetings of shareholders, any vacancies and any newly-created directorships
resulting from an increase in the authorized number of directors shall be filled
by a majority vote of the directors then in office, whether or not a quorum, or
by a sole remaining director, and the directors so chosen shall hold office as
provided in Section 2(a) of this Article II and until their successors shall be
duly elected and qualified. If there are no directors in office, then a special
meeting of shareholders for the election of directors may be called and held in
the manner provided by law. When one or more directors shall resign from the
Board, effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective, and each director so chosen shall hold office as
provided in this section with respect to the filling of other vacancies.

SECTION 12. Compensation. The Board shall have authority to fix the
------------
compensation, including without limitation, fees and reimbursement of expenses,
of directors for services to the Corporation in any capacity; provided, however,
-------- -------
that no such payment shall

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<PAGE>

preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

SECTION 13. Action without Meeting. Any action required or
----------------------
permitted to be taken at any meeting of the Board or of any committee thereof
may be taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.

SECTION 14. Participation in Meetings by Telephone and Other
------------------------------------------------
Equipment. Members of the Board or of any committee thereof may participate in a
- ---------
meeting of the Board or committee by means of conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time, and participation in a meeting pursuant to
this Section 14 shall constitute presence in person at such meeting.

ARTICLE III

COMMITTEES

SECTION 1. Executive and Other Committees. The Board, by
------------------------------
resolution adopted by a majority of the entire Board, may designate from among
the directors an executive committee, consisting of three or more directors, and
other committees, each consisting of one or more directors, and each of which,
to the extent provided in the resolution, will have all the authority of the
Board, except that no such committee will have authority with respect to the fol
lowing matters:

(i) amending the Restated Certificate of Incorporation, adopting an
agreement of merger or consolidation, approving the sale, lease or exchange of
all or substantially all of the

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<PAGE>

Corporation's property and assets, approving a dissolution of the Corporation or
a revocation of a dissolution, amending the By-Laws of the Corporation or
submitting to the shareholders any such action or any other action that requires
shareholders' approval under law;

(ii) the filling of vacancies in the Board or in any committee;

(iii) the fixing of compensation of any director for serving on the
Board or on any committee thereof; and

(v) the amendment or repeal of any resolution of the Board that by
its terms is not amendable or repealable by a committee.

The Board may designate one or more directors as alternate members of
any such committee, who may replace any absent or disqualified member at any
meeting thereof. Each committee shall keep written minutes of its proceedings
and shall report such minutes to the Board when required. All such proceedings
shall be subject to revision or alteration by the Board; provided, however, that
-------- -------
rights of third parties shall not be prejudiced by such revision or alteration.
The Board, by action of a majority of the entire Board, may at any time fill
vacancies in, change the membership of, or dissolve any such committees. Each
such committee will serve at the pleasure of the Board.

SECTION 2. Executive Committee, General. Subject to the provisions
----------------------------
of Section 1 of this Article III, while the Board is not in session, the
Executive Committee shall have and may exercise, and any such other committee to
the extent provided by resolution of the Board shall have and may exercise, all
the powers and authority of the Board in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to

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<PAGE>

be affixed to all papers which may require it. Regular meetings of the Executive
Committee shall be held at such times and places, within or without the State of
New York, as a majority of such Committee may from time to time determine.
Special meetings of the Executive Committee may be called at the request of any
member thereof and may be held at such times and places, within or without the
State of New York, as such Committee may from time to time by resolution
determine or as shall be specified in the respective notices or waivers of
notice thereof. Notice of regular meetings of such Committee need not be given
except as otherwise required by law or these By-Laws. Notice of each special
meeting of such Committee shall be given to each member of such Committee,
unless waived or not required. Subject to the provisions of this Article III,
the Executive Committee, by resolution of a majority of such Committee, shall
fix its own rules of procedure. A majority of the Executive Committee shall be
present in person at any meeting of the Executive Committee in order to
constitute a quorum for the transaction of business at such meeting, and the act
of a majority of those present at any meeting at which a quorum is present shall
be the act of the Executive Committee. The members of the Executive Committee
shall act only as a committee, and the individual members shall have no power as
such.

SECTION 3. Other Committees, General. A majority of any committee
-------------------------
may fix its rules of procedure, determine its action, and fix the time and
place, within or without the State of New York, of its meetings, unless the
Board shall otherwise by resolution provide. Notice of such meetings shall be
given to each member of the committee in the manner provided for in Section 7 of
Article II of these By-Laws. Nothing in this Article III shall be deemed to
prevent

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<PAGE>

the Board from appointing one or more committees consisting in whole or in part
of persons who are not directors of the Corporation; provided, however,
-------- -------
that no such committee shall have or may exercise any authority of the Board.

ARTICLE IV

OFFICERS

SECTION 1. Number and Qualifications. The officers of the
-------------------------
Corporation shall be a Chairman of the Board, a President, one or more Vice
Presidents, a Secretary and a Treasurer. Any two or more offices may be held by
the same person. The Board may determine that there shall be both a Chairman of
the Board and a President or that there shall be only a Chairman of the Board or
a President. Such officers shall be elected form time to time by the Board,
each to hold office until (i) the meeting of the Board following the next annual
meeting of the shareholders, (ii) his successor shall have been duly elected and
shall have qualified, (iii) his death, (iv) he shall have resigned or (v) he
shall have been removed as hereinafter provided in these By-Laws. The Board
shall designate a Chief Executive Officer, may designate a Chief Financial
Officer, and may, from time to time, appoint such other officers (including one
or more Assistant Treasurers and Assistant Secretaries) and such agents as it
may deem necessary or desirable for the business of the Corporation. The Board
may from time to time authorize any principal officer or committee to appoint,
and to prescribe the authority and duties of, any such subordinate officers or
agents. Each of such other officers and agents shall have such authority,
perform such duties, and hold office for such period, as are provided in these
By-Laws or as may

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<PAGE>

be prescribed by the Board or by the principal officer or committee appointing
such officer or agent.

SECTION 2. Removal. Any officer may be removed either with or
-------
without cause at any time by a majority of the Board at any meeting thereof, or,
except in the case of any officer elected by the Board, by any committee of the
Board or superior officer on whom the power of removal may be conferred by the
Board.

SECTION 3. Resignations. Any officer of the Corporation may
------------
resign at any time by giving written notice of his resignation to the Board, the
Chairman of the Board, the President or the Secretary. Any such resignation
shall take effect at the time specified therein or, if no time is specified
therein, immediately on its receipt; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

SECTION 4. Vacancies. A vacancy in any office because of death,
---------
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-laws for
the regular appointment or election to such office.

SECTION 5. Compensation. The compensation of the officers for
------------
their services as such shall be determined from time to time by the Board or a
committee of the Board. No officer shall be prevented from receiving
compensation by reason of the fact that he is also a director of the
Corporation.

SECTION 6. Chairman of the Board. The Chairman of the Board, if
---------------------
one is elected by the Board, shall be a director of the Corporation and shall
have general supervision over the business of the Corporation and its several
officers, subject, however, to the control of the Board.

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<PAGE>

The Chairman of the Board shall, if present, preside at all meetings of the
shareholders and the Board and shall perform such other duties as may from time
to time be assigned by the Board.

SECTION 7. President. The President shall have general
---------
supervision over the operations of the Corporation, subject, however, to the
control of the Board, and, if so determined by the Board, the Chairman of the
Board. The President shall, in the absence or inability to act of the Chairman
of the Board, preside at all meetings of the Board. In general, the President
shall have such other powers and perform such other duties as may usually
pertain to the office of President, or as from time to time may be assigned to
him by the Board or the Chief Executive Officer, if the President is not the
Chief Executive Officer. Unless otherwise directed by the Board, when there is
no Chairman of the Board, or in the absence or inability to act of the Chairman
of the Board, the President shall perform all the duties and functions and
exercise all the powers of the Chairman of the Board.

SECTION 8. Chief Executive Officer. The Chief Executive Officer
-----------------------
of the Corporation shall be the Chairman of the Board or the President, as
designated by the Board. The officer so designated shall have, in addition to
the powers and duties applicable to the office set forth in these By-Laws,
general and active supervision and direction over the business and affairs of
the Corporation and over its several officers, agents and employees, subject,
however, to the control of the Board. The Chief Executive Officer shall see
that all orders and resolutions of the Board are carried into effect and, in
general, the Chief Executive Officer shall have such other powers and perform
such other duties as may be incidental to the position of Chief Executive
Officer or as from time to time may be assigned to him by the Board.

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<PAGE>

SECTION 9. Chief Financial Officer. The Chief Financial Officer,
-----------------------
if designated, shall supervise and direct the Treasurer, any controllers and
their respective assistants in the performance of their duties and, in general,
shall have such other powers and perform such other duties as may be incidental
to the position of Chief Financial Officer or as from time to time may be
assigned to him by the Board or the Chief Executive Officer.

SECTION 10. Vice Presidents. Each Vice President, including any
---------------
Executive Vice President or Senior Vice President, if appointed, shall have such
powers and perform such duties as usually pertain to his designated office or as
from time to time may be assigned to him by the Board or the Chief Executive
Officer.

SECTION 11. Treasurer. The Treasurer shall: (a) have charge and
---------
custody of, and be responsible for, all the funds and securities of the
Corporation; (b) receive, and give receipts for, moneys due and payable to the
Corporation from any source whatsoever; (c) keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation; (d) disburse
funds of the Corporation, taking proper vouchers therefor; (e) cause all moneys
and other valuables to be deposited to the credit of the Corporation in such
depositaries as may be designated by the Board or a committee of the Board; (f)
supervise the investment of the Corporation's funds as ordered or authorized by
the Board, taking proper vouchers therefor; (g) render to the Chairman of the
Board, the President, the Board or any committee thereof, whenever required, an
account of his transactions as Treasurer; and (h) in general, have such other
powers and perform such other duties as from time to time may be assigned to him
by the Board, the Chief Executive Officer or, if designated, the Chief Financial
Officer.

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<PAGE>

SECTION 12. Assistant Treasurers. Each Assistant Treasurer shall
--------------------
have such powers and perform such duties as usually pertain to his office or as
from time to time may be assigned to him by the Board, the Chief Executive
Officer, the Chief Financial Officer or the Treasurer.

SECTION 13. Secretary. The Secretary shall: (a) keep, or cause to
---------
be kept, in one or more books provided for the purpose, the minutes of all
meetings of the Board of Directors, of the committees of the Board and of the
shareholders; (b) see that all notices are duly given in accordance with the
provisions of these By-Laws and as required by law; (c) be custodian of the
records and the seal of the Corporation and affix and attest the seal to all
stock certificates of the Corporation (unless the seal of the Corporation on
such certificates shall be a facsimile, as hereinafter provided) and affix and
attest the seal to all other documents to be executed on behalf of the
Corporation under its seal; (d) see that the books, reports, statements,
certificates and other documents and records required by law to be kept and
filed are properly kept and filed; and (e) in general, have such other powers
and perform such other duties as usually pertain to the office of the Secretary
or as from time to time may be assigned to him by the Board or the Chief
Executive Officer.

SECTION 14. Assistant Secretaries. At the request of the Secretary
---------------------
or in case of his absence or inability to act, the Assistant Secretary, or if
there be more than one, the Assistant Secretary designated by the Board or, in
the absence of such designation, by the President, shall perform all the duties
of the Secretary, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the Secretary. In general, each Assistant
Secretary shall have

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<PAGE>

such other powers and perform such other duties as from time to time may be
assigned to him by the Board, the Chief Executive Officer or the Secretary.

SECTION 15. Officers' Bonds or Other Security. If required by the
---------------------------------
Board, any officer of the Corporation shall give a bond for the faithful
performance of his duties, for such term and in such amount and with such surety
or sureties as the Board may require.

ARTICLE V

INDEMNIFICATION

SECTION 1. Right to Indemnification. The Corporation shall, to the
------------------------
fullest extent permitted by applicable law as then in effect, indemnify any
person (the "Indemnitee") made, or threatened to be made, a party to an action
or proceeding (including one by or in the right of the Corporation to procure a
judgment in its favor) (the "Proceeding"), whether civil or criminal, including
an action by or in the right of any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust, employee benefit
plan or other enterprise, which any director or officer of the Corporation
served in any capacity at the request of the Corporation, by reason of the fact
that he, his testator or intestate, was a director or officer of the
Corporation, or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against any
and all judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees actually and necessarily incurred as a result of such
action or proceeding, or any appeal therein. The right to indemnification
conferred in this Article V shall include the right to receive payment in
advance of any expenses incurred in defending a civil or criminal action or
proceeding consistent with

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<PAGE>

applicable law as then in effect, and shall be a contract right. The Corporation
may, by action of the Board, provide indemnification for employees, agents,
attorneys and representatives of the Corporation with up to the same scope and
extent as provided above for officers and directors.

SECTION 2. Insurance, Contracts and Funding. The Corporation may
--------------------------------
purchase and maintain insurance to indemnify the Corporation for any obligation
which it incurs as a result of the indemnification of directors and officers
under the provisions of this Article V, to indemnify directors and officers in
instances in which they may be indemnified by the Corporation under the
provisions of this Article V, and to indemnify directors and officers in
instances in which they may not otherwise be indemnified by the Corporation
under the provisions of this Article V; provided, that, the contract of
--------
insurance covering such directors and officers provides, in a manner permissible
under applicable law, for a retention amount and for co-insurance. The
Corporation may enter into contracts with any director, officer, employee,
agent, attorney or representative of the Corporation, or any person serving as
such at the request of the Corporation for another corporation or entity, in
furtherance of the provisions of Article TENTH of the Certificate of
Incorporation or this Article V and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification of any person entitled thereto.

SECTION 3. Indemnification; Not Exclusive Right. The right of
------------------------------------
indemnification provided in this Article V shall not be exclusive of any other
rights to which any person seeking indemnification may otherwise be entitled
under any provision of the Certificate of

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<PAGE>

Incorporation, By-Laws, a resolution of shareholders, a resolution of directors,
an agreement or otherwise. The provisions of this Article V shall inure to the
benefit of the heirs and legal representatives of any person entitled to
indemnity under this Article V. No amendment to or repeal of this Article V
shall remove, abridge or adversely affect any right to indemnification or other
benefits hereunder with respect to any acts or omissions occurring prior to such
amendment or repeal.

SECTION 4. Advancement of Expenses; Procedures; Presumptions and
-----------------------------------------------------
Effect of Certain Proceedings; Remedies. In furtherance, but not in limitation,
- ---------------------------------------
of the provisions of the Restated Certificate of Incorporation and the foregoing
provisions of this Article V, the following procedures, presumptions and
remedies shall apply with respect to advancement of expenses and the right to
indemnification under the Restated Certificate of Incorporation or this Article
V:
(a) Advancement of Expenses. All reasonable expenses incurred by or
-----------------------
on behalf of the Indemnitee in connection with any Proceeding shall be advanced
by the Corporation within 20 days after the receipt by the Corporation of a
statement or statements from the Indemnitee requesting such advancement or
allowance from time to time, whether prior to or after final disposition of such
Proceeding. Such statement or statements reasonably shall evidence the expenses
incurred by the Indemnitee and, if required by law at the time of such advance,
shall include or be accompanied by an undertaking by or on behalf of the
Indemnitee to repay the amounts advanced if it should ultimately be determined
that the Indemnitee is not entitled to be indemnified against such expense
pursuant to this Article V.

(b) Procedure for Determination of Entitlement to Indemnification.
-------------------------------------------------------------

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<PAGE>

(i) To obtain indemnification, an Indemnitee shall submit to
the President or Secretary of the Corporation a written request, including
such documentation and information as is reasonably available to the
Indemnitee and reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification (the "Supporting
Documentation"). The determination of the Indemnitee's entitlement to
indemnification shall be made not later than 30 days after receipt by the
Corporation of the written request for indemnification together with the
Supporting Documentation. The President or Secretary of the Corporation
shall, promptly upon receipt of such a request for indemnification, advise
the Board in writing that the Indemnitee has requested indemnification.

(ii) The Indemnitee's entitlement to indemnification shall be
determined in one of the following ways: (A) by a majority vote of the
Disinterested Directors (as hereinafter defined) (or the Disinterested
Director, if only one); (B) by a written opinion of Independent Counsel (as
hereinafter defined) if (x) a Change in Control (as hereinafter defined)
shall have occurred and the Indemnitee so requests or (y) there is no
Disinter ested Director or a majority of the Disinterested Directors (or
the Disinterested Director, if only one) so directs; (C) by the
shareholders of the Corporation (but only if a majority of the
Disinterested Directors (or the Disinterested Director, if only one)
determines that the issue of entitlement to indemnification should be
submitted to the shareholders for their determination); or (D) as provided
in Section 4(c) of this Article V.

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<PAGE>

(iii) In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section
4(b)(ii) of this Article V, a majority of the Disinterested Directors (or
the Disinterested Director, if only one) shall select the Independent
Counsel, but only an Independent Counsel to which the Indemnitee does not
reasonably object; provided, however, that if a Change in Control shall
-------- -------
have occurred, the Indemnitee shall select such Independent Counsel, but
only an Independent Counsel to which the Board does not reasonably object.

(c) Presumptions and Effect of Certain Proceedings. Except as
----------------------------------------------
otherwise expressly provided in this Article V, the Indemnitee shall be presumed
to be entitled to indem nification upon submission of a request for
indemnification together with the Supporting Documentation in accordance with
Section 4(b)(i) of this Article V, and thereafter the Cor poration shall have
the burden of proof to overcome that presumption in reaching a contrary
determination. In any event, if the person or persons empowered under Section
4(b) of this Article V to determine entitlement to indemnification shall not
have been appointed or shall not have made a determination within 30 days after
receipt by the Corporation of the request therefor together with the Supporting
Documentation, the Indemnitee shall be deemed to be entitled to indemnification.
With regard to the right to indemnification for expenses, if and to the extent
that the Indemnitee has been successful on the merits or otherwise in any
Proceeding, or if and to the extent that the Indemnitee was not a party to the
Proceeding or if a Proceeding was terminated without a determination of
liability on the part of the Indemnitee with respect to any

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<PAGE>

claim, issue or matter therein or without any payments in settlement or
compromise being made by the Indemnitee with respect to a claim, issue or matter
therein, the Indemnitee shall be deemed to be entitled to indemnification, which
entitlement shall not be diminished by any determination which may be made
pursuant to Sections (4)(b)(ii)(A), (B), (C) or (D). In any such case, the
Indemnitee shall be entitled to such indemnification unless (A) the Indemnitee
misrepresented or failed to disclose a material fact in making the request for
indemnification or in the Supporting Documentation or (B) such indemnification
is prohibited by law (either of the foregoing, a "Disqualifying Event"), in
either case as finally determined by adjudication or, at the Indemnitee's sole
option, arbitration (as provided in Section 4(d)(i) of this Article V). The
termination of any Proceeding described in Section 1 of this Article V or of any
claim, issue or matter therein, whether by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
---- ----------
itself, adversely affect the right of the Indemnitee to indemnification or
create any presumption with respect to any standard of conduct or belief or any
other matter which might form a basis for a determination that the Indemnitee is
not entitled to indemnification.

(d) Remedies of Indemnitee.
----------------------

(i) In the event that a determination is made pursuant to Section
4(b) of this Article V that the Indemnitee is not entitled to
indemnification under this Article V, (A) the Indemnitee shall be entitled
to seek an adjudication of his entitlement to such indemnification either,
at the Indemnitee's sole option, in (x) an appropriate court of the State
of New York or any other court of competent jurisdiction or (y) an
arbitration to be

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<PAGE>

conducted by three arbitrators (or, if the dispute involves less than
$100,000, by a single arbitrator) pursuant to the rules of the American
Arbitration Association; (B) any such judicial proceedings or arbitration
shall be de novo and the Indemnitee shall not be prejudiced by reason of
-- ----
such adverse determination; and (C) in any such judicial proceeding or
arbitration the Corporation shall have the burden of proof that the
Indemnitee is not entitled to indemnification under this Article V.

(ii) If a determination shall have been made or deemed to have
been made, pursuant to Section 4(b) or (c) of this Article V, that the
Indemnitee is entitled to indemnification, the Corporation shall be
obligated to pay the amounts constituting such indemnification within five
days after such determination has been made or deemed to have been made and
shall be conclusively bound by such determination, unless a Disqualifying
Event has occurred, as finally determined by adjudication or, at the
Indemnitee's sole option, arbitration (as provided in Section 4(d)(i) of
this Article V). In the event that (i) advancement of expenses is not
timely made pursuant to Section 4(a) of this Article V or (ii) payment of
indemnification is not made within five days after a determination of
entitlement to indemnification has been made or deemed to have been made
pursuant to Section 4(b) or (c) of this Article V, the Indemnitee shall be
entitled to seek judicial enforcement of the Corporation's obligation to
pay to the Indemnitee such advancement of expenses or indemnification.
Notwithstanding the foregoing, the Corporation may bring an action in an
appropriate court in the State of New York or any other court of competent
jurisdiction contesting the right of the Indemnitee to receive

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<PAGE>

indemnification hereunder due to the occurrence of a Disqualifying Event;
provided, however, that if the Indemnitee shall elect, at his sole option,
-------- -------
that such dispute shall be determined by arbitration (as provided in
Section 4(d)(i) of this Article V), the Corporation shall proceed by such
arbitration. In any such enforcement or other proceeding or action in
which whether a Disqualifying Event has occurred is an issue, the
Corporation shall have the burden of proving the occurrence of such
Disqualifying Event.

(ii) The Corporation shall be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this Section 4(d)
that the procedures and presumptions of this Article V are not valid,
binding and enforceable and shall stipulate in any such court or before any
such arbitrator or arbitrators that the Corporation is bound by all the
provisions of this Article V.

(iv) In the event that the Indemnitee, pursuant to this Article
V, seeks a judicial adjudication of or an award in arbitration to enforce
his rights under, or to recover damages for breach of, this Article V, or
is otherwise involved in any adjudication or arbitration with respect to
his right to indemnification, the Indemnitee shall be entitled to recover
from the Corporation, and shall be indemnified by the Corporation against,
any expenses actually and reasonably incurred by him if the Indemnitee
prevails in such judicial adjudication or arbitration. If it shall be
determined in such judicial adjudication or arbitration that the Indemnitee
is entitled to receive part but not all of the indemnifica tion or
advancement of expenses sought, the expenses incurred by the Indemnitee in
connection with such judicial adjudication or arbitration shall be prorated
accordingly.

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<PAGE>

(e) Definitions. For purposes of this Section 4:
-----------

(i) "Change in Control" means a change in control of the
Corporation of a nature that would be required to be reported in response
to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Exchange Act, as such Item was in effect on October 1, 1999, whether or not
the Corporation is then subject to such reporting requirement; provided,
--------
that, without limitation, such a change in control shall be deemed to have
occurred if (A) any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Corporation representing 20% or more of the combined
voting power of the Corporation's then outstanding securities without the
prior approval of at least two-thirds of the members of the Board in office
immediately prior to such acquisition; (B) the Corporation is a party to a
merger, consolidation, sale of assets or other reorganization, or a proxy
contest, as a consequence of which members of the Board in office
immediately prior to such transaction or event constitute less than a
majority of the Board thereafter; or (C) during any period of two
consecutive years, individuals who at the beginning of such period
constituted the Board (including for this purpose any new director whose
election or nomination for election by the Corporation's shareholders was
approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of such period) cease for any
reason to constitute at least a majority of the Board.

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<PAGE>

(ii) "Disinterested Director" means a director of the
Corporation who is not or was not a material party to the Proceeding in
respect of which indemnification is sought by the Indemnitee.

(iii) "Independent Counsel" means a law firm or a member of a
law firm that neither presently is, nor in the past five years has been,
retained to represent: (A) the Corporation or the Indemnitee in any matter
or (B) any other party to the Proceeding giving rise to a claim for
indemnification under this Article V. Notwithstanding the foregoing, the
term "Independent Counsel" shall not include any person who, under the
applicable standards of professional conduct then prevailing under the law
of the State of New York, would have a conflict of interest in representing
either the Corporation or the Indemnitee in an action to determine the
Indemnitee's rights under this Article V.

SECTION 5. Acts of Disinterested Directors. Disinterested Directors
-------------------------------
considering or acting on any indemnification matter under this Article V or
otherwise may consider or take action as the Board of Directors or may consider
or take action as a committee or individually or otherwise. In the event
Disinterested Directors consider or take action as the Board of Directors, one-
half of the total number of Disinterested Directors shall constitute a quorum.

SECTION 6. Severability. If any provision or provisions of this
------------
Article V shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (i) the validity, legality and enforceability of the remaining
provisions of this Article V (including, without limitation, all portions of any
paragraph of this Article V containing any such provision held to be invalid,
illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall not in any

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<PAGE>

way be affected or impaired thereby; and (ii) to the fullest extent possible,
the provisions of this Article V (including, without limitation, all portions of
any paragraph of this Article V containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.

ARTICLE VI

CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

SECTION 1. Checks, Drafts, Etc. All checks, drafts, bills of
-------------------
exchange or other orders for the payment of money out of the funds of the
Corporation, and all notes or other evidences of indebtedness of the Corporation
shall be signed in the name and on behalf of the Corporation by such person or
persons and in such manner as shall from time to time be authorized by the
Board.

SECTION 2. Deposits. All funds of the Corporation not otherwise
--------
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust com panies or other depositaries as the Board may from
time to time designate or as may be designated by any officer or officers of the
Corporation to whom such power of designation may from time to time be delegated
by the Board. For the purpose of deposit and for the purpose of collection for
the account of the Corporation, checks, drafts and other orders for the payment
of money which are payable to the order of the Corporation may be endorsed,
assigned and delivered by any officer or agent of the Corporation.

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<PAGE>

SECTION 3. General and Special Bank Accounts. The Board may from
---------------------------------
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositaries as the Board may
designate or as may be designated by any officer or officers of the Corporation
to whom such power of designation may from time to time be delegated by the
Board. The Board may make such special rules and regulations with respect to
such bank accounts, not inconsistent with provisions of these By-Laws, as it may
deem expedient

SECTION 4. Proxies in Respect of Securities of Other Corporations.
------------------------------------------------------
Unless otherwise provided by resolution adopted by the Board, the Chairman of
the Board, the President or any Vice President may from time to time appoint an
attorney or attorneys or agent or agents of the Corporation in the name and on
behalf of the Corporation to cast the votes which the Corporation may be
entitled to cast as the holder of stock or other securities in any other cor
poration or business entity, any of whose stock or other securities may be held
by the Corporation, at meetings of the holders of the stock or other securities
of such other corporation or business entity, or to consent in writing in the
name of the Corporation as such holder to any action by such other corporation
or business entity, and may instruct the person or persons so appointed as to
the manner of casting such votes or giving such consent, and may execute or
cause to be executed in the name and on behalf of the Corporation and under its
corporate seal, or otherwise, all such written proxies or other instruments as
he may deem necessary or proper in the premises.

ARTICLE VII

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<PAGE>

STOCK AND DIVIDENDS

SECTION 1. Stock Certificates. Every holder of stock of the
------------------
Corporation shall be entitled to have a certificate, in such form as shall be
approved by the Board, certifying the number and class of shares of stock of the
Corporation owned by him. The certificates represent ing shares of the
respective classes of stock shall be numbered in order of their issue and shall
be signed in the name of the Corporation by the Chairman of the Board, the
President or a Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary, and sealed with the seal of the
Corporation (which seal may be a facsimile, engraved or printed). Any or all of
the signatures on the certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue.

SECTION 2. Books of Account and Record of Shareholders. The
-------------------------------------------
Corporation shall keep, in such places within or without of the State of New
York as the Board determines, complete and correct books and records of account,
minutes of the proceedings of shareholders, the Board and committees of the
Board. The Corporation shall maintain at its office in New York or the office
of its transfer agent or registrar in New York, a record of the names and
addresses of all shareholders, the number and class of shares of stock held by
each, and the dates when each shareholder became the owner of record thereof.

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<PAGE>

SECTION 3. Transfers of Stock. Transfers of stock of the
------------------
Corporation shall be made on the books of the Corporation only on (a)
authorization by the registered holder thereof or by his duly authorized
attorney under a power of attorney duly executed and filed with the Secretary or
a transfer agent of the Corporation, (b) surrender of the certificate or
certificates for such stock properly endorsed for transfer and (c) payment of
all necessary transfer taxes. Every certificate exchanged, returned or
surrendered to the Corporation shall be marked "Cancelled," with the date of
cancellation, by the Secretary or an Assistant Secretary or the Corporation's
transfer agent. Except as otherwise provided by law, the Corporation shall be
entitled to recognize the exclusive right of a person in whose name any share or
shares stand on the record of shareholders as the owner of such share or shares
for all purposes, including without limitation the rights to receive dividends
or other distributions and to vote as such owner, and the Corporation may hold
any such shareholder of record liable for calls and assessments, and the
Corporation shall not be bound to recognize any equitable or legal claim to or
interest in any such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof. Whenever any transfers of
shares shall be made for collateral security and not absolutely, and both the
transferor and transferee request the Corporation to do so, such fact shall be
stated in the entry of the transfer.

SECTION 4. Transfer and Registry Agents. The Corporation may from
----------------------------
time to time maintain one or more transfer offices or agencies and registry
offices or agencies at such place or places as may be determined from time to
time by the Board.

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<PAGE>

SECTION 5. Lost, Destroyed, Stolen and Mutilated Certificates.
--------------------------------------------------
The holder of any stock in the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
therefor, and the Corporation may issue a new certificate in the place of any
certificate theretofore issued by it alleged to have been lost, destroyed,
stolen or mutilated. The Board may, in its discretion, as a condition to the
issue of any such new certificate, require the owner of the lost, destroyed or
stolen certificate or his legal representatives to make proof satisfactory to
the Board of the loss, destruction or theft thereof, and to advertise said fact
in such manner as the Board may require, and to give the Corporation and its
transfer agents and registrars or such of them as the Board may require a bond,
indemnity or other undertaking in such form, with such surety or sureties as the
Board (with the approval of its transfer agents and registrars) may direct, to
indemnify the Corporation and its transfer agents and registrars against any
claim that may be made against any of them on account of the continued existence
of any such certificate so alleged to have been lost, destroyed or stolen.

SECTION 6. Regulations. The Board may make such rules and
-----------
regulations as it may deem expedient, not inconsistent with these By-laws or
with the Restated Certificate of Incorporation of the Corporation concerning the
issue, transfer and registration of certificates for stock of the Corporation.

SECTION 7. Fixing of Record Date. In order that the Corporation
---------------------
may determine the shareholders entitled to notice of or to vote at any meeting
of shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or

-38-
<PAGE>

entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful action, the Board may fix, in
advance, a record date, which shall be not more than 60 nor less than 10 days
before the date of such meeting, nor more than 60 days prior to any other
action. A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
- -------- -------
meeting.

SECTION 8. Inspection of Records. The record of shareholders and
---------------------
minutes of the proceedings of shareholders shall be available for inspection,
within the limits and subject to the conditions and restrictions prescribed by
applicable law.

SECTION 9. Dividends, Surplus, Etc. Subject to the provisions of
-----------------------
the Restated Certificate of Incorporation and of law, the Board may declare and
pay dividends and other distributions, in cash, property or shares of the stocks
of the Corporation, on the outstanding stock of the Corporation. Before payment
of any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board from time to time, in its
discretion, deems proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose or purposes as the Board shall determine
to be in the interest of the Corporation, and the Board may modify or abolish
any such reserve in the manner in which it was created.

ARTICLE VII

OFFICES

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<PAGE>

SECTION 1. Principal Office. The principal office of the
----------------
Corporation shall be at such place in the Borough of Manhattan, County of New
York, City and State of New York as the Board from time to time determines.

SECTION 2. Other Offices. The Corporation may also have an office
-------------
or offices other than said principal office at such place or places as the Board
from time to time determines or the business of the Corporation requires.

ARTICLE IX

WAIVER OF NOTICE

Whenever under the provisions of law, the Restated Certificate of
Incorporation, these By-laws or any resolution of the Board or any committee
thereof, the Corporation or the Board or any committee thereof is authorized to
take any action after notice to the shareholders, directors or members of any
such committee, or after the lapse of a prescribed period of time, such action
may be taken without notice and without the lapse of any period of time, if, at
any time before or after such action shall be completed, such notice or lapse of
time shall be waived by the person or persons entitled to such notice or
entitled to participate in the action to be taken, or, in the case of a
shareholder, by his attorney thereunto authorized. Attendance at a meeting
requiring notice by any person or, in the case of a shareholder, by the
shareholder's attorney, agent or proxy, without protesting prior to the
conclusion of the meeting the lack of notice of such meeting, shall constitute a
waiver of notice on the part of the person so attending, or by such shareholder,
as the case may be.

-40-
<PAGE>

ARTICLE X

SEAL
The Board shall provide a corporate seal which shall be in the form of
a circle and shall bear the full name of the Corporation and the year of its
incorporation.

ARTICLE XI

FISCAL YEAR
The fiscal year of the Corporation shall end on December 31st in
each year.

-41-
<PAGE>

ARTICLE XII

AMENDMENTS

These By-laws may be amended or repealed, or new By-laws may be
adopted, except as provided in Section 3 of Article V of these By-Laws, (a) by
the affirmative vote of the holders of a majority of the votes of the
outstanding shares of stock of the Corporation entitled to vote represented at a
duly constituted meeting of the shareholders; provided, however, that the notice
-------- -------
of such meeting shall have been given as provided in these By-laws, which notice
shall mention that amendment or repeal of these By-laws or the adoption of new
By-laws is one of the purposes of such meeting, or (b) by the Board at any
meeting thereof; provided, however, that notice of such meeting shall have been
-------- -------
given as provided in these By-laws, which notice shall mention that amendment or
repeal of the By-laws or the adoption of new By-laws is one of the purposes of
such meeting. By-laws adopted by the Board may be amended or repealed by the
shareholders as provided above, and the shareholders may limit the power of the
Board to make, amend or repeal the By-laws of the Company.

-42-

<PAGE>

EXHIBIT 10.29

INTEREP NATIONAL RADIO SALES, INC.

NON-QUALIFIED STOCK OPTION

For valuable consideration, the receipt and sufficiency of which is
acknowledged, INTEREP NATIONAL RADIO SALES, INC., a New York corporation (the
"Company"), grants to RALPH C. GUILD, with a residence address of 10 South Lake
Trail, Palm Beach, Florida 33480 ("Optionee"), a non-qualified stock option (the
"Option") to purchase from the Company an agree gate of 2,500 shares of the
Company's Common Stock, par value $.04 per share (the "Common Stock"), at an
exercise price equal to the fair market value per share of the Common Stock on
the date hereof, which shall be determined based on the independent appraisal
thereof to be conducted for the Company's Employee Stock Ownership Plan as of
June 30, 1998 (the "Option Price"). This Option shall be exercisable at any
time on and after the six-month anniversary of the date hereof until the close
of business on the tenth anniversary of the date hereof (the "Termination
Date"), and may be exercised in whole or in part from time to time. The Company
shall give Optionee written notice of the pending expiration of this Option on a
date no earlier than twelve months prior to, and no later than 6 months prior
to, the Termination Date.

Subject to the provisions of this Option, this Option may be exercised
by written notice to the Company stating the number of shares of Common Stock
with respect to which it is being exercised. Such notice shall be accompanied
by Optionee's full payment of the Option Price for the shares to be purchased by
certified or bank cashier's check payable to the order of the Company or by any
other means acceptable to the Company.

As soon as practicable after receipt of such notice and payment, and
subject to the next paragraph, the Company shall, without transfer or issue tax
or other expense to Optionee, deliver to Optionee a certificate for the shares
purchased. Such delivery shall be made at the offices of the Company, at such
other place as may be mutually acceptable to the Company and Optionee or, at the
election of the Company, by certified mail addressed to Optionee at Optionee's
address set forth above or, if different, Optionee's address shown in the
records of the Company.

The Company shall have the right to withhold an appropriate number of
shares of Common Stock (based on the fair market value thereof on the date of
exercise) for payment of taxes required by law or to take such other action as
may be necessary in the opinion of the Company to satisfy all withholding tax
obligations. The Company may postpone the time of delivery of certificates for
shares of Common Stock for such additional time as the Company shall deem
necessary or desirable to enable it to comply with the requirements of any
applicable laws or regulations relating to the authorization, issuance or sale
of securities.

The issuance of the shares of Common Stock subject hereto and issuable
on the exercise of this Option and the transfer or resale of such shares shall
be subject to such restrictions as are, in the opinion of the Company's counsel,
required to comply with the Securities Act of 1933 and the rules and regulations
thereunder, and the certificates representing such shares shall, if it is deemed
advisable by
<PAGE>

counsel, bear a legend to such effect. On exercise of this Option, Optionee
shall, if so requested by the Company, deliver to the Company a written
representation that he is acquiring the shares of Common Stock to be purchased
solely for his own account for investment and not with a view to, or for resale
in connection with, any distribution thereof.

During Optionee's lifetime, this Option shall be exercisable only by
Optionee (except as otherwise provided below), and neither this Option nor any
right hereunder shall be assignable or transferable otherwise than by will or
the laws of descent and distribution (as provided below), or be subject to
attachment, execution or other similar process. If Optionee attempts to
alienate, assign, pledge, hypothecate or otherwise dispose of this Option or of
any right hereunder, except as provided for herein, or in the event of any levy
or any attachment, execution or similar process upon the rights or interest
hereby conferred, this Option shall terminate and become null and void.
Notwithstanding the foregoing, Optionee shall have the right to transfer this
Option during his lifetime to a trust for the benefit of his spouse and/or his
descendants.

In the event of Optionee's death prior to the Termination Date, this
Option may be exercised after the date of Optionee's death by Optionee's estate
or beneficiaries, or by the trustee or trustees of a trust for the benefit of
his spouse and/or his descendants, but in no event may this Option be exercised
later than the Termination Date. All rights with respect to this Option (to the
extent held by Optionee at death and not by such a trust), including the right
to exercise it, shall pass in the following order: (a) to such persons as
Optionee may designate in a writing duly delivered to the Company (in the form
available from the Company for such purpose), or in the absence of such a
designation, (b) to Optionee's estate (this Option to be exercised by the legal
representative). References to "Optionee" shall be deemed to include Optionee's
estate, executor, beneficiaries or the trustee or trustees of any trust for the
benefit of his spouse and/or his descendants, as appropriate.

The right of the Company to terminate (whether by dismissal,
discharge, retirement or otherwise) Optionee's employment with it at any time at
will, or as otherwise provided by an agreement between the Company and Optionee,
is specifically reserved. The termination of Optionee's employment with the
Company, for any reason, shall, however, have no effect on this Option, which
shall continue in full force and effect in accordance with its terms.

In the event of any change in the number of shares of outstanding
Common Stock by reason of a stock split, reverse stock split, stock dividend,
combination or reclassification of shares, recapitalization or any other event
changing the number of shares of Common Stock outstanding without receipt of
consideration by the Company, the number of shares of Common Stock covered by
this Option and the Option Price thereof shall automatically be adjusted to
equal that number of shares of Common Stock (including fractional shares, if
any) that Optionee would have owned immediately after such event had he,
immediately prior to such event, owned that number of shares of Common Stock
that he otherwise would have been entitled to receive pursuant to this Option.

2
<PAGE>

In the event of any capital reorganization of the Company, sale of
substantially all of the assets of the Company or any reclassification of the
shares of Common Stock of the Company other than into shares of Common Stock of
the Company, or in case of any consolidation or merger of the Company into or
with another corporation, provision shall be made so that Optionee shall have
the right thereafter to receive his proportionate share of the securities or
property (including any contingent or deferred payments) issued or issuable with
respect to the number of shares of Common Stock which Optionee has the right to
receive under this Option, to the end that the provisions of this Option shall
thereafter be applicable, as nearly as reasonably may be, in relation to
securities or other property distributed in respect of the Common Stock. This
Option shall be binding on and inure to the benefit of any successor of the
Company, whether by merger, consolidation, sale of assets or otherwise, and
reference herein to the Company shall be deemed to include any such successor.

If there is any other change affecting the Common Stock or any
distribution (other than normal cash dividends) to holders of Common Stock, such
adjustments as may be deemed equitable by the Board of Directors, including
adjustments to avoid fractional shares, shall be made to give proper effect to
such event.

Neither Optionee nor any person entitled to exercise Optionee's rights
under this Option shall have any right to receive dividends or any other rights
of a stockholder with respect to any shares of Common Stock subject to this
Option, unless and until a certificate for such shares shall have been issued
on the exercise of this Option.

Each notice relating to this Option shall be in writing and delivered
in person or by certified mail to the proper address. All notices to the
Company shall be addressed to it at its offices at 100 Park Avenue, New York,
New York 10017, c/o the Company's Secretary, and shall become effective when
received by the Secretary. All notices to Optionee or other persons then
entitled to exercise any rights with respect to this Option shall be addressed
to Optionee or such other persons at Optionee's address specified above. Anyone
to whom a notice may be given under this Option may designate a new address by
written notice to that effect.

This Option and all determinations made and actions taken pursuant
hereto, to the extent not otherwise governed by the Internal Revenue Code of
1986, as amended from time to time, or the securities laws of the United States
of America, shall be governed by and construed in accordance with the laws of
the Sate of New York. This Option shall be void and of no effect after the
Termination Date.

IN WITNESS WHEREOF, the Company has caused this Option to be executed
by its officers, thereunto duly authorized, as of December 16, 1998.

INTEREP NATIONAL RADIO SALES, INC.

By /s/ Ralph C. Guild
-----------------------------
Ralph C. Guild
Chairman of the Board

ATTEST:

/s/ Paul Parzuchowski
- -------------------------------------
Paul Parzuchowski, Secretary

<PAGE>

Exhibit 10.36

INTEREP NATIONAL RADIO SALES, INC.

1999 STOCK INCENTIVE PLAN

1. Purpose. The purpose of the 1999 Stock Incentive Plan (the
"Plan") is to aid the Company in attracting, retaining and motivating officers,
key employees, directors and consultants by providing them with incentives for
making significant contributions to the growth and profitability of the Company.
This Plan is designed to accomplish this goal by offering stock options and
stock appreciation rights, thereby providing Participants with a proprietary
interest in the growth, profitability and success of the Company.

2. Definitions.

(a) Award. Any form of stock option or stock appreciation right
-----
granted under this Plan, whether granted singly, in combination or in tandem,
pursuant to such terms, conditions and limitations as the Committee may
establish in order to fulfill the objectives, and in accordance with the terms
and conditions, of this Plan.

(b) Award Agreement. An agreement between the Company and a
---------------
Participant setting forth the terms, conditions and limitations applicable to an
Award.

(d) Change in Control. Has the meaning set forth in Section 7(c).
-----------------

(e) Class A Shares. Shares of Interep's Class A Common Stock.
--------------

(f) Class B Shares. Shares of Interep's Class B Common Stock.
--------------

(g) Code. The Internal Revenue Code of 1986, as amended.
----

(h) Committee. A committee of the Board designated by the Board to
---------
administer this Plan or any subplan under this Plan, consisting of not less than
two members of the Board who are not, and were not at any time, officers or
employees of the Company.

(i) Company. Interep and its direct and indirect subsidiaries.
-------

(j) Exchange Act. The Securities Exchange Act of 1934, as amended.
------------
<PAGE>

(k) Fair Market Value. The Fair Market Value of the Stock, as of the
-----------------
date it is to be determined, will be (i) if the Stock is listed on a national
securities exchange, the closing price of the Stock as reported on such
exchange, (ii) if the Stock is not listed on a national securities exchange,
but is reported on the Nasdaq National Market or the Nasdaq Small Cap Market,
and market information is published on a regular basis in The New York Times or
The Wall Street Journal, the average of the published high and low sales price
of the Stock or, absent such sales prices, the average of the published daily
bid and asked prices of the Stock, (iii) if market information is not so
published on a regular basis, the average of the high bid and low asked prices
of the Stock in the over-the-counter market, as reported by the National
Association of Securities Dealers Automated Quotation System, or, if not so
reported, by a generally accepted reporting service and (iv) if the Stock is not
publicly-traded, as determined by the Board or the Committee in good faith,
based on a valuation by an independent appraiser (within the meaning of Section
401(a)(28)(C) of the Code). For purposes of this Plan, the Fair Market Value of
a Class B Share will be deemed to be the same as the Fair Market Value of a
Class A Share.

(l) Interep. Interep National Radio Sales, Inc.
-------

(m) Participant. An officer, director, employee or consultant of the
-----------
Company to whom an Award has been granted.

(n) Permissible Assignee. Has the meaning set forth in Section 5(a).
--------------------

(o) Restricted Stock. Has the meaning set forth in Section 8.
----------------

(p) Retirement. Separation from service with the Company on or after
----------
the attainment of age 65 or, with the prior written consent of the Company,
retirement at an earlier age.

(q) Stock. Authorized and issued or unissued shares of Class A
-----
Common Stock or Class B Common Stock of Interep or any security issued in
exchange or substitution therefor. For all purposes of this Plan, Class A Shares
and Class B Shares will be treated the same and references to Stock will be
deemed to include Class A Shares and Class B Shares unless otherwise indicated.

(r) Stock Option. Has the meaning set forth in Section 7(a).
------------

(s) Stock Appreciation Right or "SAR". Has the meaning set forth in
---------------------------------
Section 7(b).

3. Eligibility. Only officers, key employees, consultants,
directors who are also officers or employees of the Company and other directors
designated as eligible to receive Awards by the Board, are eligible to receive
Awards. Key employees are those employees who hold positions of
responsibility or whose performance, in the judgment of the Committee, can have
a significant effect on the growth and profitability of the Company.

-2-
<PAGE>

4. Stock Available for Awards. Subject to Section 14 of this Plan,
a total of 2,000,000 shares of Stock, which may be Class A Shares and/or
Class B Shares, as determined by the Committee pursuant to Section 7(a), will be
available for issuance pursuant to Awards; provided, however, that the aggregate
number of shares of Stock subject to Awards will not exceed 666,667 for any
Participant during any three consecutive 12-month periods beginning on or after
November 30, 1999. From time to time, the Company will file such documents with
governmental authorities and any national exchange or other self-regulatory
organizations on which the Class A Shares are listed as are required to make
Class A Shares available for issuance pursuant to Awards publicly-tradeable.
Shares of Stock issued under this Plan may, in whole or in part, be either
authorized but unissued Stock or Stock that has been issued and reacquired by
the Company. Shares of Stock related to Awards, or portions of Awards, that are
forfeited, canceled or terminated, expire unexercised, are surrendered in
exchange for other Awards, or are settled in cash in lieu of Stock or in any
other manner such that all or some of the shares of Stock covered by an Award
are not and will not be issued to a Participant, will be restored to the total
number of shares of Stock available for issuance pursuant to Awards. During the
term of this Plan, Interep shall at all times reserve and keep available the
number of shares of Stock necessary to satisfy the requirements of the Plan.

5. Administration.

(a) General. This Plan will be administered by the Committee, which
-------
will have full and exclusive power to (i) authorize and grant Awards to persons
eligible to receive Awards, (ii establish the terms, conditions and limitations
of each Award or class of Awards, including those governing the extent, if any,
to which an Award may be assigned or transferred; provided, however, that Awards
will not be assignable or transferable by a Participant other than to a party
who is at the time of transfer a member of the Participant's immediate family or
an entity established for the benefit of, or wholly-owned by, the Participant or
a member of the Participant's immediate family (a "Permissible Assignee"), (ii
construe and interpret this Plan and all Award Agreements, (iv grant waivers of
Plan restrictions, including, without limitation, restrictions that are no
longer required by applicable laws, rules or regulations, (v) adopt and amend
such rules, procedures, regulations and guidelines for carrying out this Plan as
it may deem necessary or desirable and (vi take any other action necessary for
the proper operation and administration of this Plan. All of such powers will
be exercised in a manner consistent with the objectives, and in accordance with
the terms and conditions, of this Plan. Subject to Section 11, the Committee
will also have the authority to adopt modifications, amendments, rules,
procedures, regulations, subplans and the like as may be necessary or
appropriate (A) to effect the continuation, acceleration or modification of
Awards under certain circumstances, including events which might constitute a
Change in Control, (B) to comply with the requirements of the Code or the
Exchange Act, including, without limitation, Section 162(m) of the Code and
Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder, or (C) for any other purposes as are consistent with the objectives
of this Plan. All such modifications, amendments, rules, procedures,
regulations and subplans will be deemed to be a part of this Plan as if stated
herein.

-3-
<PAGE>

(b) Subplans. The Committee's powers will include, without
--------
limitation, the authority to adopt such subplans as may be necessary or
appropriate (i) to provide for the authorization and granting of Awards to
promote specific goals or for the benefit of specific classes of Participants,
(ii) to provide for grants of Awards by means of formulae, standardized criteria
or otherwise or (iii) for any other purpose as is consistent with the objectives
of this Plan, and to segregate shares of Stock available for issuance under this
Plan generally as being available specifically for the purposes of one or more
subplans.

(c) Committee Actions. All actions of the Committee will require the
-----------------
vote of a majority of its members or, if there are only two members, by the vote
of both. Any action of the Committee may be taken by a written instrument
signed by a majority or both of the members of the Committee, and any action so
taken will be as effective as if it had been taken by a vote at a meeting. All
determinations and acts of the Committee as to any matters concerning this Plan,
including interpretations or constructions of this Plan and any Award Agreement,
will be conclusive and binding on all Participants and on any parties validly
claiming through any Participants.

6. Delegation of Authority. The Committee may delegate to the Chief
Executive Officer of Interep and to other executive officers of the Company
certain of its administrative duties under this Plan, pursuant to such
conditions or limitations as the Committee may establish, except that the
Committee may not delegate its authority with respect to (a) the selection of
eligible persons as Participants, (b) the granting or timing of Awards, (c)
establishing the amount, terms and conditions of Awards, (d) interpreting this
Plan, any subplan or any Award Agreement or (e) amending or modifying the
provisions of this Plan, any subplan or any Award Agreement.

7. Awards. The Committee will determine the types and timing of
Awards to be made to each Participant and will set forth in the related Award
Agreement the terms, conditions and limitations applicable to each Award.
Awards may be granted singly, in combination or in tandem, or in substitution
for Awards previously granted under this Plan. Awards may also be made in
combination or in tandem with, in substitution for, or as alternatives to,
grants or rights under any other benefit plan of the Company, including any such
plan of any entity acquired by, or merged with the Company. Any such Awards
made in substitution for, or as alternatives to, grants or rights under a
benefit plan of an entity acquired by, or merged with or into, the Company in
order to give effect to the transaction will be deemed to be issued in
accordance with the terms and conditions of this Plan. Awards will be effected
through Award Agreements executed by the Company in such forms as are approved
by the Committee from time to time.

No Award will be exercisable prior to the end of six months after the
date of grant of the Award. All or part of any Award may be subject to other
conditions established by the Committee, and set forth in the Award Agreement,
which conditions may include, without limitation, achievement of specific
business objectives, increases in specified indices, attainment of growth rates
and other measurements of Company performance.

The Committee may determine to make either or both of the following
Awards:

-4-
<PAGE>

(a) Stock Options. A grant of a right to purchase a specified number
-------------
of shares of Stock at an exercise price not less than 100% of the Fair Market
Value of the Stock on the date of grant, during a specified period, all as
determined by the Committee. Without limitation, a stock option may be in the
form of (i) an incentive stock option which, in addition to being subject to
such terms, conditions and limitations as are established by the Committee,
complies with Section 422 of the Code, provided that, no more than 666,667
shares of Stock in the aggregate may be subject to options granted as incentive
stock options, or (ii) a non-qualified stock option subject to such terms,
conditions and limitations as are established by the Committee. No incentive
stock option will be granted, however, to any Participant who, at the time of
the grant, owns (directly or within the meaning of Section 424(d) of the Code)
more than 10% of the total combined voting power of all classes of stock of
Interep or any subsidiary or parent corporation of Interep, unless (x) the
exercise price of the incentive stock option is at least 110% of the Fair Market
Value of a share of Stock on the date the incentive stock option is granted, and
(y) the termination date of such incentive stock option is a date not later than
the day preceding the fifth anniversary of the date on which the incentive stock
option is granted. Stock subject to stock options granted under this Plan will
normally be Class A Shares, but may be Class B Shares if so determined by the
Committee.

(b) Stock Appreciation Rights or "SARs". A right to receive a
-----------------------------------
payment, in cash or Stock, equal to the excess of the Fair Market Value (or
other specified valuation) of a specified number of shares of Stock on the date
the SAR is exercised over the Fair Market Value (or other specified valuation)
on the date of grant of the SAR, except that if a SAR is granted in tandem with
a stock option, valuations on the grant and exercise dates will be no less than
as determined on the basis of Fair Market Value. The eventual amount, vesting
or issuance of a SAR may be subject to future service, performance standards and
such other restrictions and conditions as may be established by the Committee.

(c) Change in Control. Notwithstanding the provisions of Sections
-----------------
7(a) and (b), Awards may be subject to acceleration of exercisability or vesting
in the event of a Change in Control if so determined by the Committee in
accordance with this Plan. A "Change in Control" means the occurrence of any of
the following events:

(i) any "person," including a "group" (as such terms are used in
Sections 13(d) and 14(d)(2) of the Exchange Act, but excluding the Company,
its affiliates (that is, any subsidiary or parent corporation of the
Company, as such terms are used in Section 424 of the Internal Revenue Code
of 1986, as amended), any employee benefit plan of the Company or any
affiliate, employees of the Company or any affiliate or any group of which
any of the foregoing is a member) is or becomes the "beneficial owner" (as
defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly,
including without limitation, by means of a tender or exchange offer, of
securities of the Company representing 30% or more of the combined voting
power of the Company's then outstanding securities;

-5-
<PAGE>

(ii) during any period of 24 consecutive months, individuals (A) who
on the date of this Plan constitute the entire Board ("Initial Directors")
or (B) whose election, appointment or nomination for election was approved
prior to such election or appointment by a vote of at least two-thirds of
the Initial Directors who were in office immediately prior to such election
or appointment, cease for any reason to constitute at least a majority of
the Board;

(iii) the consummation of a merger, business combination, share
exchange, division or other reorganization of the Company with any other
corporation, and following such transaction (A) a majority of the directors
of the surviving entity are persons who (I) were not directors of the
Company immediately prior to the merger or other combination and (II) are
not nominees or representatives of the Company, (B) the shareholders of the
Company immediately prior to such merger or combination beneficially own,
directly or indirectly, less than 60% or more of the combined voting power
of the surviving corporation, as well as 60% or more of the total market
value of the Company's outstanding equity securities, in substantially the
same proportion as they owned the combined voting power of the Company, (C)
any "person," including a "group" (as such terms are used in Sections 13(d)
and 14(d)(2) of the Exchange Act, but excluding the Company, its
Affiliates, any employee benefit plan of the Company or any Affiliate,
employees of the Company or any Affiliate or any group of which any of the
foregoing is a member) is or becomes the "beneficial owner" (as defined in
Rule 13(d)(3) under the Exchange Act), directly or indirectly, of 30% or
more of the securities of the surviving corporation or (D) in the case of a
division, 60% or more of the combined voting power of the outstanding
voting securities of each entity resulting from the division as well as 60%
or more of the total market value of each such entity's outstanding equity
securities, in each case in substantially the same proportion as such
shareholders owned shares of the Company prior to such transaction;

(iv) the consummation of a direct or indirect sale or other
disposition of all or substantially all of the assets of the Company;

(v) the Company adopts any plan of liquidation providing for the
distribution of all or substantially all of its assets;

(vi) any other change in control of the Company of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A under the Exchange Act; or

(vii) any other event or transaction that is (i) declared by
resolution of the Committee to be a Change in Control for purposes of this
Plan, or (ii) with respect to any individual participant, defined as a
Change in Control in any agreement between the Company and such Participant
which is approved by the Committee.

-6-
<PAGE>

8. Payment under Awards. Payment by the Company pursuant to Awards
may be made in the form of cash, Stock or combinations thereof and may be
subject to such restrictions as the Committee determines, including, in the case
of Stock, restrictions on transfer and forfeiture provisions. Stock subject to
transfer restrictions or forfeiture provisions is referred to as "Restricted
Stock". In this regard, no Stock issued on exercise of an Award may be sold,
assigned or transferred prior to December 1, 2001, other than to a Permissible
Assignee who agrees to be subject to such restriction. The Committee may
provide for payments to be deferred, such future payments to be made in
installments or by lump-sum payment. The Committee may permit selected
Participants to elect to defer payments of some or all types of Awards in
accordance with procedures established by the Committee to assure that such
deferrals comply with applicable requirements of the Code. At the discretion of
the Committee, a Participant may be offered an election to substitute an Award
for another Award or Awards, or for awards made under any other benefit plan of
the Company, of the same or different type.

9. Stock Option Exercise. The price at which shares of Stock may be
purchased on exercise of a stock option will be paid in full at the time of the
exercise, in cash or, if permitted by the Committee, by (a) tendering Stock or
surrendering another Award, including Restricted Stock, or an option or other
award granted under another benefit plan of the Company, in each case valued at,
or on the basis of, Fair Market Value on the date of exercise, or (b) any other
means acceptable to the Committee. The Committee will determine acceptable
methods for tendering Stock or surrendering other Awards or grants and may
impose such conditions on the use of Stock or other Awards or grants to exercise
a stock option as it deems appropriate. If shares of Restricted Stock are
tendered as consideration for the exercise of a stock option, the Committee may
require that the number of shares issued upon exercise of the stock option equal
to the number of shares of Restricted Stock used as consideration therefor be
subject to the same restrictions as the Restricted Stock so surrendered and any
other restrictions as may be imposed by the Committee. The Commit tee may also
permit Participants to exercise stock options and simultaneously sell some or
all of the shares of Stock so acquired pursuant to a brokerage or similar
arrangement which provides for the payment of the exercise price substantially
concurrently with the delivery of such shares.

10. Tax Withholding. The Company will have the right to deduct
applicable taxes from any Award payment or shares of Stock receivable under an
Award and to withhold an appropriate number of shares of Stock for payment of
taxes required by law or to take such other action as may be necessary in the
opinion of the Company to satisfy all tax withholding obligations. In addition,
the Committee may permit Participants to elect to (a) have the Company deduct
applicable taxes resulting from any Award payment to, or exercise of an Award
by, such Participant by withholding an appropriate number of shares of Stock for
payment of tax obligations or (b) tender to the Company for the purpose of
satisfying tax payment obligations other Stock held by the Participant. If
the Company withholds shares of Stock to satisfy tax payment obligations, the
value of such Stock in general will be its Fair Market Value on the date of the
Award payment or the date of exercise of an Award, as the case may be. If a
Participant tenders shares of Stock pursuant to clause

-7-
<PAGE>

(b) above to satisfy tax payment obligations, the value of such Stock will be
the Fair Market Value on the date the Participant tenders such Stock to the
Company.

11. Amendment, Modification, Suspension or Termination of this Plan.
The Board may amend, modify, suspend or terminate this Plan, or adopt subplans
under this Plan, (a) for the purpose of meeting or addressing any changes in any
applicable tax, securities or other laws, rules or regulations or (b) for any
other purpose permitted by law. Subject to changes in law or other legal
requirements that would permit otherwise, this Plan may not be amended without
the approval of the stockholders to (i) increase materially the aggregate number
of shares of Stock that may be issued under this Plan (except for any increase
resulting from adjustments pursuant to Section 14), (ii) increase the aggregate
number of shares that may be issued to any individual Participant pursuant to
Awards, or (iii) modify materially the requirements as to eligibility for
participation in this Plan. Further, this Plan may not be amended in a manner
that would alter, impair, amend, modify, suspend or terminate any rights of a
Participant or obligation of the Company under any Awards theretofore granted,
in any manner adverse to any such affected Participant, without the consent of
such affected Participant.

12. Termination of Employment. Except as otherwise set forth in an
applicable Award Agreement or determined by the Committee, or as otherwise
provided in paragraph (a) or (b) of this Section 12, if a Participant's
employment or association with the Company terminates, all unexercised, deferred
and unpaid Awards (or portions of Awards) will be canceled immediately.

(a) Retirement, Resignation or Other Termination. If a Participant's
--------------------------------------------
employment by or association with the Company terminates by reason of the
Participant's Retirement or resignation, or for any other reason (other than
the Participant's death or disability), the Committee may, under circumstances
in which it deems an exception from the provisions of the first sentence of this
Section 12 to be appropriate to carry out the objectives of this Plan and to be
consistent with the best interests of the Company, permit Awards to continue in
effect and be exercisable or payable beyond the date of such termination, up
until the expiration date specified in the applicable Award Agreement and
otherwise in accordance with the terms of the applicable Award Agreement, and
may accelerate the exercisability or vesting of any Award, in either case, in
whole or in part.

-8-
<PAGE>

(b) Death or Disability.
-------------------

(i) In the event of a Participant's death, the Participant's
estate or beneficiaries will have a period, not extending beyond the
expiration date specified in the applicable Award Agreement (except as
otherwise provided in such Award Agreement), within which to exercise any
outstanding Award held by the Participant, as may be specified in the Award
Agreement or as may otherwise be determined by the Committee. All rights
in respect of any such outstanding Awards will pass in the following order:
(A) to beneficiaries so designated in writing by the Participant; or if
none, then (B) to the legal repre sentative of the Participant; or if
none, then (C) to the persons entitled thereto as determined by a court of
competent jurisdiction. Awards so passing will be exercised or paid at
such times and in such manner as if the Participant were living, except as
otherwise provided in the applicable Award Agreement or as determined by
the Committee.

(ii) If a Participant ceases to be employed by or associated
with the Company because the Participant is deemed by the Company to be
disabled, outstanding Awards held by the Participant may be paid to or
exercised by the Participant, if legally competent, or by a committee or
other legally designated guardian or representative if the Participant is
legally incompetent, for a period, not extending beyond the expiration date
specified in the applicable Award Agreement (except as otherwise provided
in such Award Agreement), following the termination of his employment by or
association with the Company, as may be specified in the Award Agreement or
as may otherwise be determined by the Committee.

(iii) After the death or disability of a Participant, the
Committee may at any time (A) terminate restrictions with respect to Awards
held by the Participant, (B) accelerate the vesting or exercisability of
any or all installments and rights of the Participant in respect of Awards
held by the Participant and (C) instruct the Company to pay the total of
any accelerated payments under the Awards in a lump sum to the Participant
or to the Participant's estate, beneficiaries or representatives,
notwithstanding that, in the absence of such termination of restrictions or
acceleration of payments, any or all of the payments due under the Awards
might ultimately have become payable to other beneficiaries.

(iv) In the event of uncertainty as to the interpretation of,
or controversies concerning, paragraph (b) of this Section 12, the
Committee's determinations will be binding and conclusive on all
Participants and any parties validly claiming through them.

-9-
<PAGE>

13. Nonassignability.

(a) Except as the Committee may expressly provide otherwise in or
with respect to an Award Agreement, in each case in accordance with paragraph
(a)(ii) of Section 5, and except as provided in paragraphs (a) and (b) of
Section 12 and paragraph (b) of this Section 13, no Award or any other benefit
under this Plan, or any right with respect thereto, will be assignable or
transferable, or payable to or exercisable by, anyone other than the Participant
to whom it is granted.

(b) If a Participant's employment by or association with the Company
terminates in order for such Participant to assume a position with a
governmental, charitable or educational agency or institution, and the
Participant retains Awards pursuant to paragraph (a) of Section 12, the
Committee, in its discretion and to the extent permitted by law, may authorize a
third party (including, without limitation, the trustee of a "blind" trust),
acceptable to the applicable authorities, the Participant and the Committee, to
act on behalf of the Participant with respect to such Awards.

14. Adjustments. In the event of any change in the outstanding Stock
by reason of a stock split, stock dividend, combination or reclassification of
shares, recapitalization, merger or similar event, the Committee will adjust
proportionally (a) the number of shares of Stock (i) reserved under this Plan,
(ii) available for options or SARs and available for issuance pursuant to
options, or upon which SARs may be based, for individual Participants and (iii)
covered by outstanding Awards denominated in Stock or units of Stock; (b) the
prices related to outstanding Awards; and (c) the appropriate Fair Market Value
and other price determinations for such Awards. In the event of any other change
affecting the Stock or any distribution (other than normal cash dividends) to
holders of Stock, such adjustments as may be deemed equitable by the Committee,
including adjustments to avoid fractional shares, will be made to give proper
effect to such event. In the event of a corporate merger, consolidation,
acquisition of property or stock, separation, reorganization or liquidation, the
Committee will be authorized to issue or assume stock options or other awards,
whether or not in a transaction to which Section 424(a) of the Code applies, by
means of substitution of new stock options or Awards for previously issued
options or awards or an assumption of previously issued stock options or awards.

15. Notice. Any written notice to Interep required by any of the
provisions of this Plan will be addressed to the Committee, c/o the Secretary of
Interep, and will become effective when received by the Secretary.

16. Unfunded Plan. Insofar as this Plan provides for Awards of cash
or Stock, this Plan will be unfunded unless and until the Board or the Committee
otherwise determines. Although bookkeeping accounts may be established with
respect to Participants who are entitled to cash, Stock or rights thereto under
this Plan, any such accounts will be used merely as a bookkeeping convenience.
Unless the Board otherwise determines, (a) the Company will not be required to
segregate any assets that may at any time be represented by cash, Stock or
rights thereto, nor will this Plan be construed as providing for such
segregation, nor will the Company, the Board or the Committee be deemed to be a
trustee of any cash, Stock or rights thereto to be granted under this

-10-
<PAGE>

Plan, (b) any liability of the Company to any Participant with respect to a
grant of cash, Stock or rights thereto under this Plan will be based solely upon
any contractual obligations that may be created by this Plan and an Award
Agreement, (c) no such obligation of the Company will be deemed to be secured by
any pledge or other encumbrance on any property of the Company and (d) neither
the Company, the Board nor the Committee will be required to give any security
or bond for the performance of any obligation that may be created by or pursuant
to this Plan.

17. Payments to Trust. Notwithstanding the provisions of Section 16,
the Board or the Committee may cause to be established one or more trust
agreements pursuant to which the Committee may make payments of cash, or deposit
shares of Stock, due or to become due under this Plan to Participants.

18. No Right to Employment. Neither the adoption of this Plan nor
the granting of any Award will confer on any Participant any right to continued
employment by or association with the Company or in any way interfere with the
Company's right to terminate the employment or association of any Participant at
any time, with or without cause, and without liability therefor. Awards,
payments and other benefits received by a Participant under this Plan will not
be deemed a part of the Participant's regular, recurring compensation for any
purpose, including, without limitation, for the purposes of any termination
indemnity or severance pay law of any jurisdiction.

19. Governing Law; Construction. This Plan and all determinations
made and actions taken pursuant hereto, to the extent not otherwise governed by
the Code or the securities laws of the United States, will be governed by and
construed under the laws of the State of New York. References in this Plan to
Sections are to the sections of this Plan.

20. Effective and Termination Dates. This Plan, and any amendment
hereof requiring shareholder approval, will become effective as of the date of
its approval by the sharehold ers of Interep by either (i) the affirmative vote
of a majority of the votes cast at a shareholders' meeting at which the approval
of this Plan (or any such amendment) is considered; provided that the total vote
cast represents over 50% of all shares entitled to vote on the proposal, or (ii)
by written consent of a majority of all shares entitled to vote. This Plan will
terminate ten years after its initial effective date, subject to earlier
termination by the Board pursuant to Section 11, except as to Awards then
outstanding.

-11-

<PAGE>

EXHIBIT 10.38

LEASE AGREEMENT

The Landlord and Tenant agree to lease the Apartment for the Term and at the
Rent stated on these terms:

LANDLORD: Bronxville Family TENANT:
Partnership, L.P. Interep National Radio Sales, Inc.
- ---------------------------------- ----------------------------------
Address for Notices 100 Park Avenue
---------------- ----------------------------------
New York, New York, 10017
- ---------------------------------- ----------------------------------

<TABLE>
<CAPTION>
<S> <C>
Apartment ( and terrace, if any) 3A at Trump Parc Condominium, 106 Central Park South,
------------------------------------------------------
</TABLE>
New York, NY
---------------------------------------------------------------------------

<TABLE>
<CAPTION>
Bank
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Lease date: Term Ten Years Yearly Rent $120,000.00
------------------------ -------------
June 30 1999 beginning February 1, 1999 Monthly Rent $10,000.00
- ----------------------- ---------------- -------------
ending January 31, 2009 Security $10,000.00
------------------ -------------
- -----------------------------------------------------------------------------------------
Broker* NONE
- -----------------------------------------------------------------------------------------
</TABLE>

Rider Additional terms on -1- page(s) initialed at the end by the
----
parties is attached and made a part of this Lease.

1. Use The Apartment must be used only as a private Apartment to live in as the
residence of the Tenant and for no other reason. Only a party signing this Lease
may use the Apartment. This is subject to Tenant's rights under the Apartment
Sharing Law and to limits on the number of people who may legally occupy an
Apartment of this size.

2. Failure to give possession Landlord shall not be liable for failure to give
Tenant possession of the Apartment on the beginning date of the Term. Rent shall
be payable as of the beginning of the Term unless Landlord is unable to give
possession. Rent shall then be payable as of the date possession is available.
Landlord must give possession within a reasonable time, if not, Tenant may
cancel and obtain a refund of money deposited. Landlord will notify Tenant as
to the date possession is available. The ending date of the Term will not
change.

3. Rent, added rent The rent payment for each month must be paid on the first
day of that month at Landlord's address. Landlord need not give notice to pay
the rent. Rent must be paid in full without deduction. The first month's rent is
to be paid when Tenant signs this Lease. Tenant may be required to pay other
charges to Landlord under the terms of this Lease. They are called "added
rent." This added rent will be billed and is payable as rent, together with the
next monthly rent due. If Tenant fails to pay the added rent on time, Landlord
shall have the same rights against Tenant as if Tenant failed to pay rent.

4. Notices Any bill, statement or notice must be in writing. If to Tenant, it
must be delivered or mailed to the Tenant at the Apartment. If to Landlord it
must be mailed to Landlord's address. It will be considered delivered on the
day mailed or if not mailed, when left at the proper address. A notice must be
sent by certified mail. Each party must accept and claim the notice given by the
other. Landlord must notify Tenant if Landlord's address is changed.

5. Security Tenant has given security to Landlord in the amount stated above.
The security has been deposited in the Bank named above and delivery of this
Lease is notice of the deposit. If the Bank is not named, Landlord will notify
Tenant of the Bank's name and address in which the security is deposited.

If Tenant does not pay rent or added rent on time, Landlord may use the
security to pay for rent and added rent then due. If Tenant fails to timely
perform any other term in this Lease, Landlord may use the security for payment
of money Landlord may spend, or damages Landlord suffers because of Tenant's
failure. If the Landlord uses the security Tenant, shall, upon notice from
Landlord, send to Landlord an amount equal to the sum used by Landlord. That
amount is due, when billed, as rent. At all times Landlord is to have the amount
of security stated above.

If Tenant fully performs all terms of this Lease, pays rent on time and
leaves the Apartment in good condition on the last day of the Term, then
Landlord will return the security being held.

If Landlord sells or leases the Building, Landlord may give the security to
the buyer or lessee. In that event Tenant will look only to the buyer or lessee
for the return of the security and Landlord will be deemed released. The
Landlord may use the security as stated in this section. Landlord may put the
security in any place permitted by law. Tenant's security will bear interest
only if required by law. Landlord will give Tenant the interest when Landlord is
required to return the security to Tenant. Any interest returned to Tenant will
be less the sum Landlord is allowed to keep for expenses. Landlord need not give
Tenant interest on the security if Tenant is in default.

6. Services Landlord will supply: (a) heat as required by law, (b) hot and cold
water for bathroom and kitchen sink, (c) use of elevator, if any, and (d)
cooling if central air conditioning is installed. Landlord is not required to
install air-conditioning. Stopping or reducing of service(s) will not be reason
for Tenant to stop paying rent, to make a money claim or to claim eviction.
Tenant may enforce its rights under the warranty of habitability. Damage to the
equipment or appliances supplied by Landlord, caused by Tenant's act or neglect,
may be repaired by Landlord at Tenant's expense. The repair cost will be added
rent.

Tenant must pay for all electric, gas, telephone and other utility services
used in the Apartment and arrange for them with the public utility company.
Tenant must not use a dishwasher, washing machine, dryer, freezer, heater,
ventilator, air cooling equipment or other appliance unless installed by
Landlord or with Landlord's written consent. Tenant must not use more electric
than the wiring or feeders to the Building can safely carry.

Landlord may stop service of the plumbing, heating, elevator, air cooling
or electrical systems, because of accident, emergency, repairs, or changes until
the work is complete.

If Landlord wants to change a person operated elevator to an automatic
elevator, Landlord may stop service on 10 days' notice. Landlord will then have
a reasonable time to begin installation of an automatic type elevator.

7. Alteration Tenant must obtain Landlord's prior written consent to install
any panelling, flooring, "built in" decorations, partitions, railings, or make
alterations or to paint or wallpaper the Apartment. Tenant must not change the
plumbing, ventilating, air conditioning, electric or heating systems. If consent
is given, the alterations and installations shall become the property of
Landlord when completed and paid for. They shall remain with and as part of the
Apartment at the end of the Term. Landlord has the right to demand that Tenant
remove the alterations and installations before the end of the Term. The demand
shall be by notice, given at least 15 days before the end of the Term. Tenant
shall comply with the demand at Tenant's own cost. Landlord is not required to
do or pay for any work unless stated in this Lease.

If a lien is filed on the Apartment or Building for any reason relating to
Tenant's fault, Tenant must immediately pay or bond the amount stated in the
Lien. Landlord may pay or bond the lien if Tenant fails to do so within 20 days
after Tenant has notice about the Lien. Landlord's costs shall be added rent.

8. Repairs Tenant must take good care of the Apartment and all equipment and
fixtures in it. Landlord will repair the plumbing, heating and electrical
systems. Tenant must, at Tenant's cost, make all repairs and replacements
whenever the need results from Tenant's act or neglect. If Tenant fails to make
a needed repair or replacement, Landlord may do it. Landlord's reasonable
expense will be added rent.

9. Fire, accident, defects, damage Tenant must give Landlord prompt notice of
fire, accident, damage or dangerous or defective condition. If the Apartment can
not be used because of fire or other casualty, Tenant is not required to pay
rent for the time the Apartment is unusable. If part of the Apartment cannot be
used, Tenant must pay rent for the usable part. Landlord shall have the right to
decide which part of the Apartment is usable. Landlord need only repair the
damaged

<PAGE>

part of the Apartment. Landlord is not required to repair or replace any
fixtures, furnishings or decorations but only equipment that is originally
installed by Landlord. Landlord is not responsible for delays due to settling
insurance claims, obtaining estimates, labor and supply problems or any other
cause not fully under Landlord's control.

If the apartment can not be used, Landlord has 30 days to decide whether to
repair it. Landlord's decision to repair must be given by notice to Tenant
within 30 days of the fire or casualty. Landlord shall have a reasonable time to
repair. In determining what is a reasonable time, consideration shall be given
to any delays in receipt of insurance settlements, labor trouble and causes not
within Landlord's control. If Landlord fails to give Tenant notice of its
decision within 30 days, Tenant may cancel the lease as of the date of the fire
or casualty. The cancellation shall be effective only if it is given before
Landlord begins to repair or before Landlord notifies Tenant of its decision to
repair. If the fire or other casualty is caused by an act or neglect of Tenant
or guest of Tenant all repairs will be made at Tenant's expense and Tenant must
pay the full rent with no adjustment. The cost of the repairs will be added
rent.

Landlord has the right to demolish, rebuild or renovate the Building if
there is substantial damage by fire or other casualty. Even if the Apartment is
not damaged, Landlord may cancel this Lease within 30 days after the substantial
fire or casualty by giving Tenant notice of Landlord's intention to demolish,
rebuild or renovate. The Lease will end 30 days after Landlord's cancellation
notice to Tenant. Tenant must deliver the Apartment to Landlord on or before the
cancellation date in the notice and pay all rent due to the (date of the fire or
casualty. If the Lease is cancelled Landlord is not required to repair the
Apartment or Building. The cancellation does not release Tenant of liability in
connection with the fire or casualty. This Section is intended to replace the
terms of New York Real Property Law Section 227.

10. Liability Landlord is not liable for loss, expense, or damage to any person
or property, unless due to Landlord's negligence. Landlord is not liable to
Tenant for permitting or refusing entry of anyone into the Building.

Tenant must pay for damages suffered and reasonable expenses of Landlord
relating to any claim arising from any act or neglect of Tenant. If an action is
brought against Landlord arising from Tenant's act or neglect Tenant shall
defend Landlord at Tenant's expense with an attorney of Landlord's choice.

Tenant is responsible for all acts or neglect of Tenant's family,
employees, guests or invitees.

11. Entry by Landlord Landlord may enter the Apartment at reasonable hours to:
repair, inspect, exterminate, install or work on master antennas or other
systems or equipment and perform other work that Landlord decides is necessary
or desirable. At reasonable hours Landlord may show the Apartment to possible
buyers, lenders, or tenants of the entire Building or land. At reasonable hours
Landlord may show the Apartment to possible or new tenants during the last 4
months of the Term. Entry by Landlord must be on reasonable notice except in
emergency.

12. Assignment and sublease Tenant must not assign all or part of this Lease or
sublet all or part of the Apartment or permit any other person to use the
Apartment. If Tenant does, Landlord has the right to cancel the Lease as stated
in the Tenant's Default section. State law may permit Tenant to sublet under
certain conditions. Tenant must get Landlord's written permission each time
Tenant wants to assign or sublet. Permission to assign or sublet is good only
for that assignment or sublease. Tenant remains bound to the terms of this lease
after a assignment or sublet is permitted, even if Landlord accepts money from
the assignee or subtenant. The amount accepted will be credited toward money due
from Tenant, as Landlord shall determine. The assignee or subtenant does not
become Landlord's tenant. Tenant is responsible for acts and neglect of any
person in the Apartment.

13. Subordination This Lease and Tenant's rights, are subject and subordinate
to all present and future: (a) leases for the Building or the land on which it
stands, (b) mortgages on the leases or the Building or land, (c) agreements
securing money paid or to be paid by a lender, and (d) terms, conditions,
renewals, changes of any kind and extensions of the mortgages, leases or lender
agreements. Tenant must promptly execute any certificate(s) that Landlord
requests to show that this Lease is so subject and subordinate. Tenant
authorizes Landlord to sign these certificate(s) for Tenant.

14. Condemnation If all of the Apartment or Building is taken or condemned by a
legal authority, the Term, and Tenant's rights shall end as of the date the
authority takes title to the Apartment or Building. If any part of the Apartment
or Building is taken, Landlord may cancel this Lease on notice to Tenant. The
notice shall set a cancellation date not less than 30 days from the date of the
notice. If the Lease is cancelled, Tenant must deliver the Apartment to Landlord
on the cancellation date together with all rent due to that date. The entire
award for any taking belongs to Landlord. Tenant assigns to Landlord any
interest Tenant may have to any part of the award. Tenant shall make no claim
for the value of the remaining part of the Term.

15. Construction or demolition Construction or demolition may be performed in
or near the Building. Even if it interferes with Tenant's ventilation, view or
enjoyment of the Apartment it shall not affect Tenant's obligations in this
Lease.

16. Tearing down the building If the Landlord wants to tear down the entire
Building, Landlord shall have the right to end this Lease by giving six (6)
months notice to Tenant. If Landlord gives Tenant such notice and such notice
was given to every residential tenant in the Building, then the Lease will end
and Tenant must leave the Apartment at the end of the 6 month period in the
notice.

17. Liability for property left with Landlord's employees Landlord's employees
are not permitted to drive Tenant's cars or care for Tenant's cars or personal
property. Tenant must not leave a car or other personal property with any of
Landlord's employees. Landlord is not responsible for (a) loss, theft or damage
to the property, and (b) injury caused by the property or its use.

18. Playground, pool, parking and recreation areas If there is a playground,
pool, parking or recreation area, Landlord may give Tenant permission to use it.
Tenant will use the area at Tenant's own risk and must pay all fees Landlord
charges. Landlord's permission may be cancelled at any time.

19. Terraces and balconies The Apartment may have a terrace or balcony. The
terms of this Lease apply to the terrace or balcony as if part of the Apartment.
The Landlord may make special rules for the terrace and balcony. Landlord will
notify Tenant of such rules.

Tenant must keep the terrace or balcony clean and free from snow, ice,
leaves and garbage and keep all screens and drains in good repair. No cooking is
allowed on the terrace or balcony. Tenant may not keep plants, or install a
fence or any addition on the terrace or balcony. If Tenant does, Landlord has
the right to remove and store them at Tenant's expense.

Tenant is responsible to make all repairs to the terrace or balcony at its
sole expense regardless of the cause and whether or not existing prior to
Tenant's occupancy. Tenant shall maintain the terrace and balcony in good
repair.

20. Tenant's certificate Upon request by Landlord, Tenant shall sign a
certificate stating the following: (1) This Lease is in full force and unchanged
(or if changed, how it was changed); and (2) Landlord has fully performed all of
the terms of this Lease and Tenant has no claim against Landlord; and (3) Tenant
is fully performing all the terms of the Lease and will continue to do so; (4)
rent and added rent have been paid to date; and (5) any other reasonable
statement required by Landlord. The certificate will be addressed to the party
Landlord chooses.

21. Correcting Tenant's defaults If Tenant fails to timely correct a default
after notice from Landlord, Landlord may correct it at Tenant's expense.
Landlord's costs to correct the default shall be added rent.

22. Tenants duty to obey laws and regulations Tenant must, at Tenant's expense,
promptly comply with all laws orders, rules, requests, and directions, of all
governmental authorities. Landlord's insurers, Board of Fire Underwriters, or
similar groups. Notices received by Tenant from any authority or group must be
promptly delivered to Landlord. Tenant may not do anything which may increase
Landlord's insurance premiums. If Tenant does, Tenant must pay the increase in
premium as added rent.

23. Tenant's default A. Landlord must give Tenant written notice of default
stating the type of default. The following are defaults and must be cured by
Tenant within the time stated:

( 1) Failure to pay rent or added rent on time, 3 days.
<PAGE>

(2) Failure to move into the Apartment within 15 days after the beginning date
of the Term, 10 days.

(3) Issuance of a court order under which the Apartment may be taken by another
party, 10 days.

(4) Improper conduct by Tenant annoying other tenants, 10 days.

(5) Failure to comply with any other term or Rule in the Lease, 10 days. If
Tenant fails to cure the default in the time stated, Landlord may cancel the
Lease by giving Tenant a cancellation notice. The cancellation notice will state
the date the Term will end which may be no less than 10 days after the date of
the notice. On the cancellation date in the notice the Term of this Lease
shall end. Tenant must leave the Apartment and give Landlord the keys on or
before the cancellation date. Tenant continues to be responsible as stated in
this Lease. If the default can not be cured in the time stated, Tenant must
begin to cure within that time and continue diligently until cured.

B. If Tenant's application for the Apartment contains any material misstatement
of fact, Landlord may cancel this Lease. Cancellation shall be by cancellation
notice as stated in Section 23.A.

C. If (1) the Lease is cancelled; or (2) rent or added rent is not paid on
time; or (3) Tenant vacates the Apartment, Landlord may, in addition to other
remedies, take any of the following steps: (a) peacefully enter the Apartment
and remove Tenant and any person or property, and (b) use eviction or other
lawsuit method to take back the Apartment.

D. If this Lease is cancelled, or Landlord takes back the Apartment, the
following takes place:

(1) Rent and added rent for the unexpired Term becomes due and payable.

(2) Landlord may relet the Apartment and anything in it. The reletting may be
for any term. Landlord may charge any rent or no rent and give allowances to the
new tenant. Landlord may, at Tenant's expense, do any work Landlord reasonably
feels needed to put the Apartment in good repair and prepare it for renting.
Tenant stays liable and is not released except as provided by law.

(3) Any rent received by Landlord for the re-renting shall be used first to pay
Landlord's expenses and second to pay any amounts Tenant owes under this Lease.
Landlord's expenses include the costs of getting possession and re-renting the
Apartment, including, but not only reasonable legal fees, brokers fees, cleaning
and repairing costs, decorating costs and advertising costs.

(4) From time to time Landlord may bring actions for damages. Delay or failure
to bring an action shall not be a waiver of Landlord's rights. Tenant is not
entitled to any excess of rents collected over the rent paid by Tenant to
Landlord under this Lease.

(5) If Landlord relets the Apartment combined with other space an adjustment
will be made based on square footage. Money received by Landlord from the next
tenant other than the monthly rent, shall not be considered as part of the rent
paid to Landlord. Landlord is entitled to all of it.

If Landlord relets the Apartment the fact that all or part of the next tenant's
rent is not collected does not affect Tenant's liability. Landlord has no duty
to collect the next tenant's rent. Tenant must continue to pay rent, damages,
losses and expenses without offset.

E. If Landlord takes possession of the Apartment by Court order, or under the
Lease, Tenant has no right to return to the Apartment.

24. Jury trial and counterclaims Landlord and Tenant agree not to use their
right to a Trial by Jury in any action or proceeding brought by either, against
the other, for any matter concerning this Lease or the Apartment. This does not
include actions for personal injury or property damage. Tenant gives up any
right to bring a counterclaim or set-off in any action or proceeding by Landlord
against Tenant on any matter directly or indirectly related to this Lease or
Apartment.

25. No waiver, illegality Landlord's acceptance of rent or failure to enforce
any term in this Lease is not a waiver of any of Landlord's rights. If a term in
this Lease is illegal, the rest of this lease remains in full force.

26. Insolvency If (1) Tenant assigns property for the benefit of creditors, or
(2) a non-bankruptcy trustee or receiver of Tenant or Tenant's property is
appointed, Landlord may give Tenant 30 days notice of cancellation of the Term
of this Lease. If any of the above is not fully dismissed within the 30 days,
the Term shall end as of the date stated in the notice. Tenant must continue to
pay rent, damages, losses and expenses without offset. If Tenant files a
voluntary petition in bankruptcy or an involuntary petition in bankruptcy is
filed against Tenant, Landlord may not terminate this Lease.

27. Rules Tenant must comply with these Rules. Notice of new Rules will be
given to Tenant. Landlord need not enforce Rules against other Tenants. Landlord
is not liable to Tenant if another tenant violates these Rules. Tenant receives
no rights under these Rules:

(1) The comfort or rights of other Tenants must not be interfered with.
This means that annoying sounds, smells and lights are not allowed.

(2) No one is allowed on the roof. Nothing may be placed on or attached to
fire escapes, sills, windows or exterior walls of the Apartment or in the
hallways or public areas.

(3) Tenant may not operate manual elevators. Smoking is not permitted in
elevators. Messengers and trade people must only use service elevators and
service entrances. Bicycles are not allowed on passenger elevators.

(4) Tenant must give to Landlord keys to all locks. Doors must be locked at
all times. Windows must be locked when Tenant is out.

(5) Apartment floors must be covered by carpets or rugs. No waterbeds
allowed in Apartments.

(6) Dogs, cats or other animals or pets are not allowed in the Apartment or
Building.

(7) Garbage disposal rules must be followed. Wash lines, vents and plumbing
fixtures must be used for their intended purpose.

(8) Laundry machines, if any, are used at Tenant's risk and cost.
Instructions must be followed.

(9) Moving furniture, fixtures or equipment must be scheduled with
Landlord. Tenant must not send Landlord's employees on personal errands.

(10) Improperly parked cars may be removed without notice at Tenant's cost.

(11) Tenant must not allow the cleaning of the windows or other part of
tile Apartment or Building from the outside.

(12) Tenant shall conserve energy.

28. Representations, changes in Lease Tenant has read this Lease. All promises
made by the Landlord are in this Lease. There are no others. This Lease may be
changed only by an agreement in writing signed by and delivered to each party.

29. Landlord unable to perform If due to labor trouble, government order, lack
of supply, Tenant's act or neglect, or any other cause not fully within
Landlord's reasonable control, Landlord is delayed or unable to (a) carry out
any of Landlord's promises or agreements, (b) supply any service required to be
supplied, (c) make any required repair or change in the Apartment or Building,
or (d) supply any equipment or appliances Landlord is required to supply, this
Lease shall not be ended or Tenant's obligations affected.

30. End of term At the end of the Term, Tenant must: leave the Apartment clean
and in good condition, subJect to ordinary wear and tear; remove all of Tenant's
property and all Tenant's installations and decorations; repair all damages to
the Apartment and Building caused by moving; and restore the Apartment to its
condition at the beginning of the Term. If the last day of the Term is on a
Saturday, Sunday or State or Federal holiday the Term shall end on the prior
business day.

31. Space "as is" Tenant has inspected the Apartment and Building. Tenant
states they are in good order and repair and takes the Apartment as is except
for latent defects.

32. Landlord's warranty of habitability Landlord states that the Apartment and
Building are fit for human living and there is no condition dangerous to
health, life or safety.

33. Landlord's consent If Tenant requires Landlord's consent to any act and
such consent is not given, Tenant's only right is to ask the Court for a
declaratory judgment to force Landlord to give consent. Tenant agrees not to
make any claim against Landlord for money or subtract any sum from the rent
because such consent was not given.

34. Limit of recovery against Landlord Tenant is limited to Landlord's interest
in the Building for payment of a judgment or other court remedy against
Landlord.
<PAGE>

35. Lease binding on This Lease is binding on Landlord and Tenant and their
heirs, distributees, executors, administrators, successors and lawful assigns.

36. Landlord Landlord means the owner (Building or Apartment), or the lessee of
the Building, or a lender in possession. Landlord's obligations end when
Landlord's interest in the (Building or Apartment) is transferred. Any acts
Landlord may do may be performed by Landlord's agents or employees.

37. Paragraph headings The paragraph headings are for convenience only.

SEE RIDER ANNEXED HERETO AND MADE A PART HEREOF.

38. Furnishings If the Apartment is furnished, the furniture and other
furnishings are accepted as is. If an inventory is supplied each party shall
have a signed copy. At the end of the Term Tenant shall return the furniture and
other furnishings clean and in good order and repair. Tenant is not responsible
for ordinary wear and damage by the elements.

39. Broker If the name of a Broker appears in the box at the top of the first
page of this Lease, Tenant states that this is the only Broker that showed the
Apartment to Tenant. If a Broker's name does not appear Tenant states that no
agent or broker showed Tenant the Apartment. Tenant will pay Landlord any money
Landlord may spend if either statement is incorrect.

Signatures, effective date Landlord and Tenant have signed this Lease as of the
above date. It is effective when Landlord delivers to Tenant a copy signed by
all parties.

LANDLORD: Bronxville Family TENANT: Interep National Radio Sales, Inc.
Partnership, L.P.

By: Tap Dancers I, Inc.,
General Partner

By: /s/ William J. McEntee, Jr. By: /s/ William J. McEntee, Jr.
------------------------------ ------------------------------
Secretary

GUARANTY OF PAYMENT Date of Guaranty 19
--------------- ------
Guarantor and address
-------------------------------------------------------

1. Reason for guaranty I know that the Landlord would not rent the Apartment to
the Tenant unless I guarantee Tenant's performance. I have also requested the
Landlord to enter into the Lease with the Tenant. I have a substantial interest
in making sure that the Landlord rents the Premises to the Tenant.

2. Guaranty I guaranty the full performance of the Lease by the Tenant. This
Guaranty is absolute and without any condition. It includes, but is not limited
to, the payment of rent and other money charges.

3. Changes in Lease have no effect This Guaranty will not be affected by any
change in the Lease, whatsoever. This includes, but is not limited to, any
extension of time or renewals. The Guaranty will bind me even if I am not a
party to these changes.

4. Waiver of Notice I do not have to be informed about any default by Tenant. I
waive notice of nonpayment or other default.

5. Performance If the Tenant defaults, the Landlord may require me to perform
without first demanding that the Tenant perform.

6. Waiver of jury trial I give up my right to trial by jury in any claim
related to the Lease or this Guaranty.

7. Changes This Guaranty can be changed only by written agreement signed by all
parties to the Lease and this Guaranty.

Signatures

WITNESS:
------------------------------

STATE OF ,COUNTY OF ss.:

On 19 ,before me personally

came to me known, who,
being by me duly sworn, did depose and say that deponent resides at
No.
deponent is of
the corporation described in and which executed, the foregoing
instrument; deponent knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation; deponent signed
deponent's name thereto by like order.

GUARANTOR:
-------------------------

Guarantor's address:
----------------

STATE OF ,COUNTY OF ss.:

On 19 , before me personally

came

to me known to be the individual described in, and who executed the foregoing
instrument, and acknowledged that he executed the same.
<PAGE>

RIDER TO LEASE DATED AS OF JUNE 30,1999 BETWEEN
BRONXVILLE FAMILY PARTNERSHIP, L.P., AS LANDLORD AND
INTEREP NATIONAL RADIO SALES, INC., AS TENANT FOR
PREMISES KNOWN AS TRUMP PARC CONDOMINIUM APARTMENT 3A
LOCATED AT 106 CENTRAL PARK SOUTH, NEW YORK, NEW YORK

40. In the event of any inconsistencies or conflict between the terms of
the printed portion of the Lease and this Rider, the terms of this Rider shall
govern and be binding upon the parties hereto.

41. Added Rent: Supplementing Paragraph 3 of the Lease, Tenant shall pay
-----------
throughout the Term as "Added Rent", 50% of any increase in (i) real estate
taxes assessed against the Apartment by the City of New York, and (ii) the
Common Charges payable to the Trump Parc Condominium over those in effect on the
date hereof. Payment of Added Rent shall be payable on the dates such taxes and
charges be payable by Landlord. If requested by Tenant, Landlord shall furnish
copies of tax bills and copies of bills for common charges to evidence such
increases.

42. Early Termination: If Landlord shall enter into a contract for the sale
------------------
of the Apartment, Landlord may upon 90 days prior written notice to Tenant
terminate the Term of this Lease effective on a date set forth in Landlord's
notice but not earlier than the third anniversary of the commencement of the
Term of this Lease.

43. The parties agree that Tenant's lease of the Apartment is subject to
the right of Empire Events Inc. to use the Apartment, for a period of one day,
up to 24 times a year for client orientation, parties, meetings and similar
events. Empire Events Inc. shall give Landlord and Tenant written notice of it's
request for use of the Apartment, which notice shall be received no later than
10 days prior to the date requested. Tenant hereby agrees to give Empire Events
Inc. access to and use and occupancy of the Apartment on the dates requested.

BRONXVILLE FAMILY
PARTNERSHIP, L.P. (Landlord)

By Tap Dancers I, Inc., General Partner

By /s/ William J. McEntee, Jr.
----------------------------------
Name: William J. McEntee, Jr.
Title: Secretary

INTEREP NATIONAL RADIO
SALES, INC. (Tenant)

By /s/ William J. McEntee, Jr.
----------------------------------
Name: William J. McEntee, Jr.
Title: Chief Financial Officer

<PAGE>

Exhibit 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
dated March 12, 1999 on the financial statements of Interep National Radio
Sales, Inc. and to all references to our Firm included in or made a part of this
registration statement.

ARTHUR ANDERSEN LLP

New York, New York
November 8, 1999