INTEREP NATIONAL RADIO SALES INC, S-1, 1999-10-01

INTEREP NATIONAL RADIO SALES INC
S-1, 1999-10-01
RADIO BROADCASTING STATIONS

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<PAGE>

As filed with the Securities and Exchange Commission on October 1, 1999
Registration No. 333-

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------
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)

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

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)

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

Copies to:

<TABLE>
<S> <C>
Laurence S. Markowitz, Esq. Peter B. Tarr, Esq.
Salans Hertzfeld Heilbronn Christy & Viener Joseph E. Mullaney III, Esq.
620 Fifth Avenue Hale and Dorr LLP
New York, New York 10020 60 State Street
(212) 632-5500 Boston, Massachusetts 02109
(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. [_]

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CALCULATION OF REGISTRATION FEE

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<TABLE>
<CAPTION>
Title of Each Class of Proposed Maximum Amount of
Securities to be Registered Aggregate Offering Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Class A Common Stock, par value $.01 per
share... $74,750,000 $20,781
</TABLE>

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

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

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

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.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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 OCTOBER 1, 1999

[LOGO] INTEREP

Class A Common Stock

Interep National Radio Sales, Inc. is offering shares of its Class
A common stock and Interep's Employee Stock Ownership Plan is offering an
additional 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 $ and $ per share.

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

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

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

<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 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>

[Descriptions of front and back cover artwork]

2
<PAGE>

You should rely only on the information contained in this prospectus. We
have not, and the underwriters have not, authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus is accurate only as of the date on
the front cover of this prospectus. Our business, financial condition, results
of operations and prospects may have changed since that date.

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.

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

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............................................................. 49
Legal Matters............................................................ 50
Experts.................................................................. 50
Where You Can Find More Information...................................... 50
Index to Consolidated Financial Statements............................... F-1
</TABLE>

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

Interep is a registered trademark owned by us. This prospectus contains
other trademarks 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 may be 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, Clear Channel, 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, Clear Channel, 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 innovate new
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 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.................................. shares
Class A common stock offered by the
selling stockholder.................
shares
Total......................... shares
Class A common stock to be
outstanding after this offering.....
shares(1)
Class B common stock to be
outstanding after this offering.....
shares(1)
Total......................... 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 certain amendments of our
Restated Certificate of
Incorporation 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
- --------
(1) Excludes shares of common stock reserved for issuance under our 1999
Stock Incentive Plan. Also excludes options to acquire 202,500 shares of
Class B common stock that were outstanding and exercisable at June 30,
1999, with a weighted average exercise price of $78.76 per share.

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

Except as otherwise noted, all information in this prospectus:

. gives effect to a -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 June 30, 1999, as adjusted, gives
effect to the sale of the shares at an assumed initial public offering price of
$ per share, after deducting underwriting discounts and commissions and the
estimated offering expenses payable by us.

<TABLE>
<CAPTION>
Six Months
Year Ended December 31, Ended June 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 $ 38,002 $ 41,736
Contract termination revenue.... 18,876 26,586 37,221 25,966 3,742
-------- -------- -------- -------- --------
Total revenues................ 91,734 113,682 124,956 63,968 45,478
-------- -------- -------- -------- --------
Operating expenses:
Selling, general and
administrative expenses..... 62,877 75,676 73,482 33,292 35,844
Depreciation and
amortization................ 20,988 28,954 36,436 17,841 16,246
-------- -------- -------- -------- --------
Total operating expenses...... 83,865 104,630 109,918 51,133 52,090
-------- -------- -------- -------- --------
Operating income (loss)......... 7,869 9,052 15,038 12,835 (6,612)
Interest expense, net........... 3,911 3,779 6,744 2,241 4,812
-------- -------- -------- -------- --------
Income (loss) before provision
(benefit) for income taxes.... 3,958 5,273 8,294 10,594 (11,424)
Provision (benefit) for income
taxes......................... 1,885 2,359 3,446 4,343 (4,684)
-------- -------- -------- -------- --------
Net income (loss)............... $ 2,073 $ 2,914 $ 4,848 $ 6,251 $ (6,740)
Preferred stock dividend
requirements and redemption
premium....................... 1,364 1,590 5,031 930 --
-------- -------- -------- -------- --------
Net income (loss) applicable to
common stockholders........... $ 709 $ 1,324 $ (183) $ 5,321 $ (6,740)
======== ======== ======== ======== ========
Basic earnings (loss) per common
share......................... $ 1.93 $ 3.70 $ (0.57) $ 15.12 $ (23.84)
Basic weighted average common
shares outstanding............ 367,729 357,783 322,732 351,951 282,752
Diluted earnings (loss) per
common share.................. $ 1.86 $ 3.61 $ (0.57) $ 14.83 $ (23.84)
Diluted weighted average common
shares outstanding............ 380,985 366,763 322,732 358,874 282,752
</TABLE>

7
<PAGE>

<TABLE>
<CAPTION>
June 30, 1999
-----------------------
Actual As Adjusted
--------- -----------
(unaudited)
<S> <C> <C>
Balance Sheet Data:
Working capital......................................... $ 53,616 $
Total assets............................................ 163,302
Long-term debt ......................................... 100,000
Stockholders' equity (deficit).......................... (7,892)
</TABLE>

<TABLE>
<CAPTION>
Six Months
Year Ended December 31, Ended June 30,
-------------------------- -----------------
1996 1997 1998 1998 1999
-------- ------- ------- ------- --------
(unaudited)
<S> <C> <C> <C> <C> <C>
Other Data:
EBITDA......................... $28,857 $38,006 $51,474 $30,676 $ 9,634
Adjusted EBITDA................ 9,981 11,420 14,253 4,710 5,892
Capital expenditures........... 1,021 792 1,270 392 2,078
Net cash flows from operating
activities................... 35,982 23,821 29,404 11,130 79
Net cash flows from investing
activities................... (1,021) (792) (1,270) (392) (2,078)
Net cash flows from financing
activities................... (34,060) (24,263) 3,409 (9,403) (14,616)
Contract acquisition payments.. 31,427 33,991 35,609 15,999 14,686
Contract termination receipts.. 28,347 20,620 36,774 23,735 9,144
</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 result in
reduced profitability and 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 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 noncompetition 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 five 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 income.

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
44.4% of our total commission revenues. Our representation agreement with
Infinity will expire on February 29, 2000 unless it is renewed. We would lose a
significant amount of revenues if Infinity or another major client did not
renew its contract.

This offering will significantly benefit our existing stockholders.

Our Employee Stock Ownership Plan is our largest stockholder. The ESOP will
be selling shares of the total 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. 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
over us 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 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 significant 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 business. 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 FCC 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 trading 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. 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 the offering. As a result, our existing stockholders will own Class
B common stock representing approximately % of the total voting power of the
outstanding common stock. Accordingly, these stockholders will be able to
determine the

13
<PAGE>

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 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 the stockholders disagree. Accordingly, investors in this offering
will be relying on 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 also might 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 shares of
common stock. Of these shares, the 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 for a period of 180 days from the date of this prospectus.
However, BancBoston Robertson Stephens may release all or any portion of the
shares subject to the lock-up agreements at any time.

14
<PAGE>

The shares of common stock outstanding upon the completion of this offering
will be available for sale in the public market as follows:

<TABLE>
<CAPTION>
Approximate
Number of
Shares Description
----------- -----------
<C> <S>
Freely tradeable shares sold in this offering.
Upon the filing of a registration statement to register for
resale shares of common stock issued upon the exercise of
stock options.
After 180 days from the date of this prospectus, the lock-up
expires and these shares are saleable under Rule 144 (subject,
in some cases, to volume limitations), Rule 144(k), or
pursuant to a registration statement to register for resale
shares of common stock issued upon the exercise of stock
options.
Over 180 days from the date of this prospectus, restricted
securities that are not yet saleable under Rule 144.
</TABLE>

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 per share of $ . Accordingly, you will suffer
immediate and substantial dilution of your investment. This dilution results
because earlier investors paid substantially less than the 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 additional
dilution in the per share value of our common stock.

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 are based on assumptions and predictions. Therefore,
there are important risks and uncertainties 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 $ million, assuming an initial public offering price of
$ 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 equity 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 $ million 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 June 30, 1999 on an
actual basis and as adjusted to reflect the completion of this offering and the
sale by us of shares of Class A common stock at an assumed initial public
offering price of $ per share after deducting underwriting discounts and
commissions and the estimated offering expenses payable by us. This table
contains unaudited information and should be read in conjunction with our
consolidated financial statements and related notes appearing elsewhere in this
prospectus. The share information in the table is based on our shares of common
stock outstanding as of June 30, 1999. This table does not include 202,500
shares of our common stock subject to options outstanding as of June 30, 1999
at a weighted average exercise price of $78.76 per share, or additional
shares of our common stock that have been reserved for issuance under our stock
plans.

<TABLE>
<CAPTION>
June 30, 1999
---------------------
Actual As Adjusted
-------- -----------
(in thousands)
<S> <C> <C>
Cash and cash equivalents................................ $ 16,347
========
Long-term debt........................................... $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: shares
authorized, no shares issued and outstanding, actual;
shares issued as adjusted....................... --
Class B common stock, $.01 par value: shares
authorized, 282,727 shares issued and outstanding,
actual; shares issued as adjusted............. 14
Additional paid-in capital............................. 1,163
Accumulated deficit.................................... (7,060)
Less: Treasury stock, at cost ( shares of Class B
common stock)........................................ (2,009)
--------
Total stockholders' equity (deficit)................. (7,892)
--------
Total capitalization............................... $ 92,108
======== =====
</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 the net tangible book value (our total tangible assets
less our total liabilities) by the number of outstanding shares of common
stock.

Our pro forma net tangible book value as of June 30, 1999 was approximately
$ million, or $ per share of common stock, based on 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 $ per
share, after deducting underwriting discounts and commissions and the estimated
offering expenses payable by us, our pro forma net tangible book value as of
June 30, 1999 would have been approximately $ million, or $ per share of
common stock. This amount represents an immediate increase in pro forma net
tangible book value of $ per share to existing stockholders and an immediate
dilution in pro forma net tangible book value of $ per share to new
investors. The following table illustrates this per share dilution:

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

The following table sets forth as of June 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:

<TABLE>
<CAPTION>
Shares
Purchased Total Consideration
-------------- --------------------- Average Price
Number Percent Amount Percent Per Share
------ ------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Current stockholders...... % $ % $
New investors.............
--- ----- --------- ----------
Total................... 100.0% $ 100.0%
=== ===== ========= ==========
</TABLE>

The above information assumes no exercise of stock options after ,
1999. As of June 30, 1999, we had reserved shares of our common stock for
issuance on exercise of outstanding options at a weighted average exercise
price of $ 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 shares, or % 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 shares, or % 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 six-month periods ended June 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 six-month periods are not necessarily indicative of results
that may be expected for the entire year or any future period.

19
<PAGE>

<TABLE>
<CAPTION>
Six Months Ended
Year Ended December 31, June 30,
------------------------------------------------ -----------------
1994 1995 1996 1997 1998 1998 1999
-------- -------- -------- -------- -------- ------- --------
(in thousands, except share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data: (unaudited)
Commission revenue...... $ 66,559 $ 70,306 $ 72,858 $ 87,096 $ 87,735 $38,002 $ 41,736
Contract termination
revenue................ 10,918 12,194 18,876 26,586 37,221 25,966 3,742
-------- -------- -------- -------- -------- ------- --------
Total revenues........ 77,477 82,500 91,734 113,682 124,956 63,968 45,478
Operating expenses:
Selling, general and
administrative
expenses............. 58,316 62,245 62,877 75,676 73,482 33,292 35,844
Depreciation and
amortization......... 9,929 13,073 20,988 28,954 36,436 17,841 16,246
-------- -------- -------- -------- -------- ------- --------
Total operating
expenses............. 68,245 75,318 83,865 104,630 109,918 51,133 52,090
-------- -------- -------- -------- -------- ------- --------
Operating income
(loss)................. 9,232 7,182 7,869 9,052 15,038 12,835 (6,612)
Interest expense, net... 3,280 3,385 3,911 3,779 6,744 2,241 4,812
Income (loss) before
provision (benefit) for
income taxes........... 5,952 3,797 3,958 5,273 8,294 10,594 (11,424)
Provision (benefit) for
income taxes........... 422 1,843 1,885 2,359 3,446 4,343 (4,684)
-------- -------- -------- -------- -------- ------- --------
Net income (loss)....... 5,530 1,954 2,073 2,914 4,848 6,251 (6,740)
Preferred stock dividend
requirements and
redemption premium..... 903 1,159 1,364 1,590 5,031 930 --
-------- -------- -------- -------- -------- ------- --------
Net income (loss)
applicable to common
stockholders........... $ 4,627 $ 795 $ 709 $ 1,324 $ (183) $ 5,321 $ (6,740)
======== ======== ======== ======== ======== ======= ========
Basic earnings (loss)
per common share....... $ 12.53 $ 2.13 $ 1.93 $ 3.70 $ (0.57) $ 15.12 $ (23.84)
Basic weighted average
common shares
outstanding............ 369,144 373,819 367,729 357,783 322,732 351,951 282,752
Diluted earnings (loss)
per common share....... $ 12.18 $ 2.08 $ 1.86 $ 3.61 $ (0.57) $ 14.83 $ (23.84)
Diluted weighted average
common shares
outstanding............ 379,883 382,654 380,985 366,763 322,732 358,874 282,752
<CAPTION>
December 31, June 30,
------------------------------------------------ -----------------
1994 1995 1996 1997 1998 1998 1999
-------- -------- -------- -------- -------- ------- --------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheet Data: (unaudited)
Cash and cash
equivalents............ $ 5,208 $ 1,752 $ 2,653 $ 1,419 $ 32,962 $ 2,754 $ 16,347
Working capital......... 13,358 22,398 19,964 31,516 66,111 46,759 53,616
Total assets............ 56,375 76,881 93,930 141,030 184,508 152,254 163,302
Long-term debt
(including current
portion)............... 24,227 35,221 34,235 44,425 100,103 51,323 100,000
Redeemable preferred
stock.................. 2,639 3,970 5,334 6,924 -- 7,854 --
Redeemable common
stock.................. 3,678 4,132 4,662 4,522 -- 4,522 --
Stockholders' equity
(deficit).............. (2,589) (1,452) (2,684) (1,609) (1,222) 3,410 (7,892)
<CAPTION>
Six Months Ended
Year Ended December 31, June 30,
------------------------------------------------ -----------------
1994 1995 1996 1997 1998 1998 1999
-------- -------- -------- -------- -------- ------- --------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Other Financial Data: (unaudited)
EBITDA.................. $ 19,161 $ 20,255 $ 28,857 $ 38,006 $ 51,474 $30,676 $ 9,634
Adjusted EBITDA......... 8,243 8,061 9,981 11,420 14,253 4,710 5,892
EBITDA margin........... 24.7% 24.6% 31.5% 33.4% 41.2% 48.0% 21.2%
Adjusted EBITDA margin.. 10.6% 9.8% 10.9% 10.0% 11.4% 7.4% 13.0%
Capital expenditures.... $ 1,283 $ 1,689 $ 1,021 $ 792 $ 1,270 $ 392 $ 2,078
Net cash flows from
operating activities... 15,880 14,001 35,982 23,821 29,404 11,130 79
Net cash flows from
investing activities... (1,746) (5,199) (1,021) (792) (1,270) (392) (2,078)
Net cash flows from
financing activities... (10,778) (12,258) (34,060) (24,263) 3,409 (9,403) (14,616)
Contract acquisition
payments............... 8,970 21,273 31,427 33,991 35,609 15,999 14,686
Contract termination
receipts............... 5,594 19,071 28,347 20,620 36,774 23,735 9,144
</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.

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 revenue 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 revenue we will generate under that contract. Our revenue 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 Internet web sites
and our ability to obtain contracts from high-traffic Internet web sites 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
generally increases during the second and third quarters due to holiday-related
advertising, school vacations and back-to-school

22
<PAGE>

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

Six Months Ended June 30, 1999 and 1998

Commission revenue. Commission revenue in the first half of 1999 increased
to $41.7 million, or 9.8%, from $38.0 million in the comparable 1998 period.
This $3.7 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
sales of $37,000 during the six-month period ended June 30, 1999.

Contract termination revenue. Contract termination revenue in the first half
of 1999 decreased to $3.7 million, or 85.6%, from $26.0 million in the
comparable 1998 period, a decrease of $22.2 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 a competitor. The loss of
representation contracts during the first six 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 in "--Overview."

Selling expenses. Selling expenses for the first half of 1999 increased to
$30.7 million from $27.9 million during the comparable 1998 period. This
increase of $2.8 million, or approximately 9.7%, 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 $500,000
during the six-month period ended June 30, 1999.

General and administrative expenses. General and administrative expenses
declined $100,000 to $5.2 million for the first half of 1999, from $5.3 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
$16.2 million, or 8.9%, for the first half of 1999, from $17.8 million in the
comparable 1998 period. The amortization of costs associated with acquiring
representation contracts is included in depreciation and amortization. This
decrease of $1.6 million was primarily due to the completion of the
amortization of certain representation contracts.

Operating income (loss). Operating income decreased by $19.4 million, or
152.0%, to a loss of $6.6 million for the first half of 1999 compared with
$12.8 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 115.0% to $4.8
million for the first half of 1999, from $2.2 million for the comparable 1998
period. This increase of approximately $2.6 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 $9.0 million to $(4.7) million for the first half of 1999 compared
to $4.3 million 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 $6.7 million for the first
half of 1999, a $13.0 million decrease from the $6.3 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
representations. This $10.6 million 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 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 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 six quarters in the period ended June 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,
1998 1998 1998 1998 1999 1999
--------- -------- ------------- ------------ --------- --------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Commission revenue...... $15,898 $22,104 $24,941 $24,792 $17,511 $24,225
Contract termination
revenue............... 24,116 1,850 713 10,542 2,505 1,237
------- ------- ------- ------- ------- -------
Total revenues........ 40,014 23,954 25,654 35,334 20,016 25,462
Operating expenses:
Selling expenses........ 13,836 14,110 18,967 14,705 14,646 16,012
General and
administrative
expenses.............. 2,597 2,749 2,940 3,578 2,599 2,587
Depreciation and
amortization.......... 9,096 8,745 9,451 9,144 9,502 6,744
------- ------- ------- ------- ------- -------
Total operating
expenses............ 25,529 25,604 31,358 27,427 26,747 25,343
Operating income
(loss)................ 14,485 (1,650) (5,704) 7,907 (6,731) 119
Interest expense, net... 1,005 1,236 2,206 2,297 2,382 2,430
------- ------- ------- ------- ------- -------
Income (loss) before
provision (benefit)
for income taxes...... 13,480 (2,886) (7,910) 5,610 (9,113) (2,311)
Provision (benefit) for
income taxes.......... 5,526 (1,183) (3,480) 2,583 (3,736) (948)
------- ------- ------- ------- ------- -------
Net income (loss)....... 7,954 (1,703) (4,430) 3,027 (5,377) (1,363)
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)
======= ======= ======= ======= ======= =======
</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 six months of 1999 amounted to $100,000, as compared to $29.4 million in
1998, $23.8 million in 1997 and $36.0 million in 1996. These fluctuations were
primarily attributable to changes in receivables pertaining to representation
contract buyouts.

Net cash used in investing activities is primarily attributable to capital
expenditures. Capital expenditures of $2.1 million, $1.3 million, $800,000 and
$1.0 million for the six months ended June 30, 1999 and the years ended 1998,
1997 and 1996, respectively, were primarily for computer equipment and software
upgrades.

Overall cash used in financing activities of $14.6 million during the first
six 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

26
<PAGE>

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 in "Overview" above, 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 4.75 to 1.0 through December 31,
1999, declining to 4.0 to 1.0 after January 1, 2002;

. a maximum senior debt leverage ratio not to exceed 2.0 to 1.0 through
December 31, 1999, declining to 1.75 to 1.0 after January 1, 2002;

. a minimum interest coverage ratio of not less than 1.6 to 1.0 through
December 31, 1999, increasing to 2.0 to 1.0 after January 1, 2001; and

. a minimum fixed charge coverage ratio of not less than 1.05 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 Commision, of
which this prospectus is a part. See "Where You Can Find More Information."

27
<PAGE>

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,
Clear Channel, 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.

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 broadcast 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 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, Clear Channel, 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 innovate new
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 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:

ABC Radio Entercom Radio One
Beasley Broadcast Exel Communications Saga Communications
Group Greater Media Sinclair Broadcast
Citadel Infinity Group
Clear Channel Jefferson Pilot Spanish Broadcasting
Cumulus System
Emmis Broadcasting Susquehanna

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 and client stations 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.

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 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 AMFM, Inc.,
a major radio station group owner. 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 June 30, 1999, we employed approximately 684 employees, of which
approximately 640 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 1, 1999:

<TABLE>
<CAPTION>
Name Age Positions
---- --- ---------
<S> <C> <C>
Ralph C. Guild.......... 70 Chairman of the Board and Chief Executive Officer; Director
Marc G. Guild........... 48 President, Marketing Division; Director
William J. McEntee,
Jr.................... 55 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......... 63 Director
</TABLE>

All directors are elected, 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 closing 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 Option 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 during 1998. 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.

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<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 66,000 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
at Assumed Annual Rates
of Stock Price Appreciation
for Option Term
---------------------------
Number of Percent of
Securities Total Options/
Underlying SARs Granted
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.......... 30,000 19.0% $79.36 June 2008 $ 1,908,731 $ 4,449,561
60,000 38.1% 83.92 July 2008 3,543,862 8,625,523
2,500 1.6% 87.78 December 2008 138,011 349,747
Marc G. Guild........... 5,000 3.2% 79.36 June 2008 318,122 741,594
10,000 6.3% 83.92 July 2008 590,644 1,437,587
William J. McEntee,
Jr.................... 5,000 3.2% 79.36 June 2008 318,122 741,594
15,000 9.5% 83.92 July 2008 885,966 2,156,381
Stewart Yaguda.......... 10,000 6.3% 83.92 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. 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 (1)
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.......... -- -- 60,000 62,500 $1,396,000 --
Marc G. Guild........... -- -- 10,000 10,000 191,450 $38,600
William J. McEntee,
Jr.................... -- -- 5,000 15,000 42,100 57,900
Stewart Yaguda.......... -- -- -- 10,000 -- 38,600
Charles Parra........... -- -- -- -- -- --
</TABLE>
- --------
(1) In determining the fair market value of the common stock, for which no
trading market has existed to date, the Board of Directors relied on
independent appraisals.

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. The number of persons
who are currently eligible to participate in the Stock Incentive Plan is
approximately .

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 incentive
stock options, as defined under Section 422 of the Internal Revenue Code of
1986, as amended, non-qualified stock options and stock appreciation rights. A
maximum of 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 options and no stock appreciation rights under the Stock
Incentive Plan.

The exercise price of the shares covered by option grants 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 of common stock 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,
except to the extent the employee's account has a cash balance.

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 11,150 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 and Marc Guild is the trustee. 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 and his four 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 282,727
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
Beneficially Shares Percent of
Owned Shares to be Beneficially Total Voting
Prior to Sold in Owned After Power After
Offering Offering Offering Offering
--------------- ------------ --------------- ------------
Name Number Percent Number Percent
---- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
ESOP (1)................ 175,698 62.1% 87,849 87,849
Stock Growth Plan (1)... 77,695 27.5 77,695
Ralph C. Guild (2)(3)... 166,234 41.0 150,225
Marc G. Guild (2)(4).... 29,098 9.6 26,389
William J. McEntee, Jr.
(5)................... 20,138 6.7 20,138
Stewart Yaguda (6)...... 10,936 3.7 10,758
Charles Parra........... 357 * 347 *
Leslie D. Goldberg (7).. 2,500 * 2,500 *
Jerome S. Traum......... -- -- -- --
All Directors and
Executive Officers as
a Group (7 Persons)
(1)(3)(4)(5)(6)(7).... 229,263 50.1 210,388
</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, 32,579 shares, Marc Guild, 6,068 shares,
William J. McEntee, Jr., 138 shares, Stewart Yaguda, 936 shares, Charles
Parra, 357 shares, and all directors and executive officers as a group,
40,007 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 10,000
shares of common stock at an exercise price of $32.62 per share, (ii) in
1991 to purchase 10,000 shares at an exercise price of $57.91 per share,
(iii) in 1995 to purchase 10,000 shares at an exercise price of $81.63 per
share, (iv) in June 1998 to purchase 30,000 shares at an exercise price of
$79.36 per share, (v) in July 1998 to purchase 60,000 shares at an exercise
price of $83.92 per share and (vi) in December 1998 to purchase 2,500
shares at an exercise price of $87.78. 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 of the
common stock as of the time of the grant of the options.
(4) Includes options granted to Marc Guild in (i) 1991 to purchase 5,000 shares
of common stock at the exercise price of $57.91 per share, (ii) June 1998
to purchase 5,000 shares at the exercise price of $79.36 per share and
(iii) July 1998 to purchase 10,000 shares at the exercise price of $83.92
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 5,000
shares of common stock at the exercise price of $79.36 per share and (ii)
July 1998 to purchase 15,000 shares at the exercise price of $83.92 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 10,000
shares of common stock at the exercise price of $83.92 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 2,500
shares of common stock at an exercise price of $87.78 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 shares of Class A common stock, 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 shares of
Class A common stock, 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 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. 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. The Class A shares and Class B shares vote as a single class
on all 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 special 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 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 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
shares of common stock outstanding ( shares if the underwriters'
over-allotment option is exercised in full), based on shares outstanding as
of September 30, 1999. Of these shares, the shares of Class A common
stock offered hereby ( 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 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 shares of Class A common stock issuable on exercise of
outstanding employee stock options and shares of Class A common stock
reserved for issuance on exercise of employee stock options 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 holders of more than % of the shares of Class B common stock to be
outstanding after completion of this offering (including employee benefit plan
participants with respect to shares allocated to their plan accounts) have
entered into contractual "lock-up" agreements providing that they 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.

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) (the "Release"). Rule 701 and the 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.

48
<PAGE>

UNDERWRITING

Subject to the terms and conditions set forth in an underwriting agreement
among us, the selling stockholder and each of the underwriters named below, we
and the selling stockholder have agreed to sell to each of the underwriters,
for whom BancBoston Robertson Stephens Inc., Bear, Stearns & Co. Inc.,
HCFP/Brenner Securities, LLC and SPP Capital Partners, LLC are acting as
representatives, and each of the underwriters has severally agreed to purchase,
the aggregate number of shares of Class A common stock set forth opposite its
name below:

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

In the underwriting agreement, the underwriters have agreed to purchase,
subject to the terms and conditions set forth in the underwriting agreement,
all of the shares of Class A common stock being sold pursuant to the
underwriting agreement if any of the shares of Class A common stock being sold
pursuant to the underwriting agreement are purchased. Under certain
circumstances, under the underwriting agreement, the commitments of non-
defaulting underwriters may be increased. The underwriting agreement provides
that we and the selling stockholder are not obligated to sell, and the
underwriters are not obligated to purchase, the shares of Class A common stock
under the terms of the underwriting agreement unless all of the shares of Class
A common stock to be sold pursuant to the underwriting agreement are
contemporaneously sold.

The representatives have advised us that the underwriters propose to offer
the shares of Class A common stock offered hereby to the public initially at
the public offering price set forth on the cover page of the prospectus and to
certain dealers at such price less a concession not in excess of $ per
share of Class A common stock, and that the underwriters may allow, and such
dealers may reallow, a discount not in excess of $ per share of Class A
common stock on sales to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.

The selling stockholder has granted the underwriters an option to purchase
up to an additional shares of Class A common stock at the initial
public offering price, less the underwriting discount. Such option, which will
expire 30 days after the date of this prospectus, may be exercised solely to
cover over-allotments. To the extent that the underwriters exercise such
option, each of the underwriters will have a firm commitment, subject to
certain conditions, to purchase approximately the same percentage of the option
shares that the number of shares to be purchased initially by that underwriter
bears to the shares of Class A common stock initially purchased by
the underwriters.

We, together with the selling stockholder, our directors and officers, the
trustees of our various employee benefit plans which hold shares of common
stock and substantially all of our other individual stockholders have agreed
not to sell or otherwise dispose of any shares of Class A common stock or Class
B common stock or securities convertible into or exchangeable or exercisable
for Class A common stock or Class B common stock, without the prior written
consent of BancBoston Robertson Stephens Inc., for a period of 180 days after
the date of this prospectus, subject to certain limited exceptions set forth in
the purchase agreement.

49
<PAGE>

The underwriters do not intend to confirm sales of Class A common stock
offered hereby to any accounts over which they exercise discretionary
authority.

Certain affiliates of BancBoston Robertson Stephens 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 and a joint marketing partner of SPP
Capital Partners are lenders in our revolving credit agreement.

Prior to this offering, there has been no public trading market for the
Class A common stock. The initial public offering price of the Class A common
stock will be determined by negotiations among us, the selling stockholder and
the representatives. Among the factors to be considered in such negotiations,
in addition to prevailing market conditions, will be current market valuations
of publicly traded companies that we, the selling stockholder and the
representatives believe to be reasonably comparable to us, our earnings and
results of operations in recent periods, estimates of our business potential
and earnings prospects (including operating cash flow), an assessment of our
management, and the current state of our industry. The initial public offering
price set forth on the cover page of this prospectus should not, however, be
considered an indication of the actual value of the Class A common stock. Such
price is subject to change as a result of market conditions and other factors.
There can be no assurance that an active trading market will develop for the
Class A common stock or that the Class A common stock will trade in the public
market subsequent to this offering at or above the initial public offering
price.

We and the selling stockholder have agreed to indemnify the underwriters
against certain liabilities, including liabilities under the Act and other
applicable securities laws, or to contribute to payments the underwriters may
be required to make with regard to such liabilities.

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 .

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.

50
<PAGE>

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.

51
<PAGE>

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 June 30, 1999 (unaudited) ............... F-20
Consolidated Statements of Operations for the Three and Six Months Ended
June 30, 1999
and 1998 (unaudited)..................................................... F-21
Consolidated Statements of Shareholders' Deficit for the Six Months Ended
June 30,
1999 (unaudited)......................................................... F-22
Consolidated Statements of Cash Flows for the Six Months Ended June 30,
1999
and 1998 (unaudited)..................................................... F-23
Notes to Unaudited Interim Consolidated Financial Statements.............. F-24
</TABLE>

F-1
<PAGE>

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

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--57,117 shares issued
and outstanding in 1997
(stated at redemption value)............................. -- 4,522
-------- --------
Total common and preferred stock subject to redemption.. -- 11,446
Shareholders' deficit:
Common stock, $.04 par value--1,000,000 shares
authorized, 323,399 and 334,549 shares issued in
1998 and 1997, respectively.............................. 14 14
Additional paid-in-capital................................ 1,163 638
Accumulated deficit....................................... (320) (137)
Receivable from Employee Stock Ownership Plan............. (82) (182)
Treasury stock, at cost--40,521 and 34,955 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.................... $ (0.57) $ 3.70 $ 1.93
======== ======== =======
Diluted (loss) earnings per share.................. $ (0.57) $ 3.61 $ 1.86
======== ======== =======
</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>
Treasury
Common Stock 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................... 323,549 $13 $ 895 $(1,780) $(188) 3,913 $ 392
Net income.............. -- -- -- 2,073 -- -- --
Treasury stock
purchases.............. -- -- -- -- -- 18,396 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................... 323,549 13 895 (1,601) (255) 22,309 1,736
Net income.............. -- -- -- 2,914 -- -- --
Treasury stock
purchases.............. -- -- -- -- -- 12,646 206
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................ 11,000 1 (257) -- -- -- --
------- --- ------ ------- ----- ------ ------
Balance, December 31,
1997................... 334,549 14 638 (137) (182) 34,955 1,942
Net income.............. -- -- -- 4,848 -- -- --
Treasury stock
purchases.............. -- -- -- -- -- 7,195 302
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.. (11,150) -- (228) (4,097) -- (1,629) (247)
------- --- ------ ------- ----- ------ ------
Balance, December 31,
1998................... 323,399 $14 $1,163 $ (320) $ (82) 40,521 $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 322,732, 357,783 and 367,729 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 322,732, 366,763 and 380,985 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 common stock of the Company for the benefit
of eligible employees. In lieu of contributions, the Company may repurchase
shares of 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 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 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 199,684 and
223,363 shares, respectively, representing approximately 67% 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 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 23,679, 24,345 and 22,839 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 $83.69, $82.26 and $80.40,
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.......... 69,183 $62.20
Exercised during 1996..................... (10,000) 57.91
------- ------
Outstanding and exercisable at December
31, 1996................................. 59,183 62.93
Exercised during 1997..................... (11,000) 57.91
------- ------
Outstanding and exercisable at December
31, 1997................................. 48,183 64.07
Granted during 1998, at prices less than
fair market value........................ 157,500 83.31
Redeemed during 1998...................... (3,183) 81.63
------- ------
Outstanding at December 31, 1998.......... 202,500 78.76
------- ------
Options exercisable at December 31, 1998.. 85,000 70.61
------- ------
</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>
10,000.................. $32.62 7 Years 10,000.......... $32.62
15,000.................. 57.91 7 Years 15,000.......... 57.91
20,000.................. 81.63 7 Years 20,000.......... 81.63
40,000.................. 79.36 9.5 Years 40,000.......... 79.36
----------------
95,000.................. 83.92 9.5 Years 85,000
================
22,500.................. 87.78 10 Years
------------------------
202,500
========================
</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>
<S> <C>
Net income:
As reported................................... $4,848
Pro forma..................................... 3,139
</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 $39.92 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 21,029 shares, representing
approximately 6% of the Company's total shares outstanding, before
consideration of common stock equivalents. During 1996, the Company repurchased
3,948 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 3,247, 12,646 and 18,396 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 $79.36
and $79.17, 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 $200,000 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.

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>
June 30,
1999
--------
ASSETS
<S> <C>
Current assets:
Cash and cash equivalents.......................................... $ 16,347
Receivables, less allowance for doubtful accounts of $1,477........ 33,586
Representation contract buyouts receivable......................... 8,873
Current portion of deferred representation contract costs.......... 31,864
Prepaid expenses and other current assets.......................... 1,803
--------
Total current assets............................................. 92,473
--------
Fixed assets, net.................................................... 5,774
Deferred costs on representation contract purchases.................. 45,629
Station contract rights, net......................................... 1,219
Representation contract buyouts receivable........................... 4,092
Other assets............................ ............................ 14,115
--------
Total assets.......................... .......................... $163,302
========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' DEFICIT
<S> <C>
Current liabilities:
Accounts payable and accrued expenses.............................. $ 12,981
Accrued interest .................................................. 5,000
Representation contract buyouts payable............................ 18,313
Accrued employee-related liabilities............................... 2,563
--------
Total current liabilities........................................ 38,857
--------
Long-term debt..................................................... . 100,000
--------
Representation contract buyouts payable.............................. 26,627
--------
Other noncurrent liabilities......................................... 5,710
--------
Commitments and contingencies
Shareholders' deficit:
Common stock, $.04 par value-1,000,000 shares authorized, 323,399
shares issued .................................................... 14
Additional paid-in-capital......................................... 1,163
Accumulated deficit................................................ (7,060)
Treasury stock, at cost--40,672 shares............................. (2,009)
--------
Total shareholders' deficit...................................... (7,892)
--------
Total liabilities and shareholders' deficit...................... $163,302
========
</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 Six Months
Ended June 30, Ended June 30,
---------------------- --------------------
1999 1998 1999 1998
---------- ---------- --------- ---------
<S> <C> <C> <C> <C>
Commission revenue................ $ 24,225 $ 22,104 $ 41,736 $ 38,002
Contract termination revenue...... 1,237 1,850 3,742 25,966
---------- ---------- --------- --------
Total revenues.................. 25,462 23,954 45,478 63,968
---------- ---------- --------- --------
Operating expenses:
Selling expenses.................. 16,012 14,110 30,658 27,946
General and administrative
expenses......................... 2,587 2,749 5,186 5,346
Depreciation and amortization
expense.......................... 6,744 8,745 16,246 17,841
---------- ---------- --------- --------
Total operating expenses........ 25,343 25,604 52,090 51,133
---------- ---------- --------- --------
Operating income (loss)........... 119 (1,650) (6,612) 12,835
Interest expense, net............. 2,430 1,236 4,812 2,241
---------- ---------- --------- --------
(Loss) Income before (benefit)
provision for income taxes....... (2,311) (2,886) (11,424) 10,594
(Benefit) provision for income
taxes............................ (948) (1,183) (4,684) 4,343
---------- ---------- --------- --------
Net (loss) income................. (1,363) (1,703) (6,740) 6,251
---------- ---------- --------- --------
Preferred stock dividend
requirements and redemption
premium.......................... -- 465 -- 930
---------- ---------- --------- --------
Net (loss) income applicable to
common shareholders.............. $ (1,363) $ (2,168) $ (6,740) $ 5,321
========== ========== ========= ========
Basic (loss) earnings per share... $ (4.82) $ (6.20) $ (23.84) $ 15.12
========== ========== ========= ========
Diluted (loss) earnings per
share............................ $ (4.82) $ (6.20) $ (23.84) $ 14.83
========== ========== ========= ========
</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>
Treasury
Common Stock Additional 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................... 323,399 $14 $1,163 $ (320) $(82) 40,521 $1,997
Net loss................ -- -- -- (6,740) -- -- --
Treasury stock
purchases.............. -- -- -- -- -- 151 12
Reduction of receivable
from ESOP.............. -- -- -- -- 82 -- --
------- --- ------ ------- ---- ------ ------
Balance, June 30, 1999.. 323,399 $14 $1,163 $(7,060) $-- 40,672 $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
Six Months
Ended June 30,
-------------------
1999 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income...................................... $ (6,740) $ 6,251
Adjustments to reconcile (loss) income to net cash
provided by operating activities:
Depreciation and amortization.......................... 16,246 17,841
Changes in assets and liabilities--
Receivables.......................................... 1,518 (9,166)
Representation contracts buyout receivable........... 5,402 (2,231)
Prepaid expenses and other current assets............ (596) (556)
Other noncurrent assets.............................. (3,200) (379)
Accounts payable and accrued expenses................ (3,659) (3,018)
Accrued interest..................................... 28 (30)
Accrued employee-related liabilities................. (3,957) (2,087)
Other noncurrent liabilities......................... (4,963) 4,505
-------- --------
Net cash provided by operating activities.......... 79 11,130
-------- --------
Cash flows from investing activities:
Additions to fixed assets.............................. (2,078) (392)
-------- --------
Net cash used in investing activities.............. (2,078) (392)
-------- --------
Cash flows from financing activities:
Station representation contracts payments.............. (14,686) (15,999)
Debt repayments........................................ -- (10,250)
Borrowings in accordance with credit agreement......... -- 17,148
Purchases of treasury stock............................ (12) (302)
Other, net............................................. 82 --
-------- --------
Net cash used in financing activities.............. (14,616) (9,403)
-------- --------
Net (decrease) increase in cash and cash equivalents..... (16,615) 1,335
Cash and cash equivalents, beginning of period........... 32,962 1,419
-------- --------
Cash and cash equivalents, end of period................. $16,347 $ 2,754
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest paid.......................................... $ 4,972 $ 1,953
Income taxes paid...................................... 1,080 118
Non-cash investing and financing activities:
Station representation contracts acquired.............. $ 12,704 $ 14,004
======== ========
</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 June 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 282,752 and 349,822 for the three months ended June
30, 1999 and 1998, respectively, and 282,752 and 351,951 for the six months
ended June 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 282,752 and 349,822 for the three months ended
June 30, 1999 and 1998, respectively, and 282,752 and 358,874 for the six
months ended June 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 $5,186 and $5,346 for the six months
ended June 30, 1999 and 1998, respectively, and EBITDA (income before interest,
taxes, depreciation and amortization) of $9,634 and $30,676, 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 for the three
and six months ended June 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 June 30, 1999
--------------------------------------------
Consolidated
Company Guarantors Elimination Company
-------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Current assets.................... $ 27,709 $64,764 $ -- $ 92,473
Noncurrent assets................. 55,938 20,247 (5,356) 70,829
Current liabilities............... 17,040 21,817 -- 38,857
Noncurrent liabilities............ 104,363 27,974 -- 132,337
</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
June 30, 1999
------------------------------------
Consolidated
Company Guarantors Company
------- ---------- ------------
<S> <C> <C> <C> <C>
Commission revenue......................... $ 156 $24,069 $24,225
Contract termination revenue............... -- 1,237 1,237
Operating (loss) income.................... (8,472) 8,591 119
Net (loss) income.......................... (9,657) 8,294 (1,363)
</TABLE>

<TABLE>
<CAPTION>
For the three months ended
June 30, 1998
------------------------------------
Consolidated
Company Guarantors Company
------- ---------- ------------
<S> <C> <C> <C> <C>
Commission revenue......................... $ 145 $21,959 $22,104
Contract termination revenue............... -- 1,850 1,850
Operating (loss) income.................... (8,683) 7,033 (1,650)
Net (loss) income.......................... (8,698) 6,995 (1,703)
</TABLE>

F-26
<PAGE>

INTEREP NATIONAL RADIO SALES, INC.

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

<TABLE>
<CAPTION>
For the six months ended
June 30, 1999
-------------------------------------
Consolidated
Company Guarantors Company
-------- ---------- ------------
<S> <C> <C> <C> <C>
Commission revenue........................ $ 387 $41,349 $41,736
Contract termination revenue.............. -- 3,742 3,742
Operating (loss) income................... (16,823) 10,211 (6,612)
Net (loss) income......................... (16,565) 9,825 (6,740)
</TABLE>

<TABLE>
<CAPTION>
For the six months ended
June 30, 1998
-------------------------------------
Consolidated
Company Guarantors Company
-------- ---------- ------------
<S> <C> <C> <C> <C>
Commission revenue........................ $ 383 $37,619 $38,002
Contract termination revenue.............. -- 25,966 25,966
Operating (loss) income................... (16,289) 29,124 12,835
Net (loss) income......................... (22,741) 28,992 6,251
</TABLE>

F-27
<PAGE>

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

INTEREP[LOGO]

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 director or officer 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 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
director or officer 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 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 required 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 TWELVE of the Registrant's Restated Certificate of Incorporation, a
copy of which is filed as Exhibit 3.1 to this registration statement, contains
a provision that limits the liability of directors to acts or omissions in bad
faith, involving intentional misconduct or a knowing violation of the law, or
resulting in personal gain to which the director was not legally entitled and
provides that Interep may indemnify all directors and officers whom it shall
have the power to indemnify to the fullest extent permitted by Sections 721
through 726 of the NYBCL. Article V of Registrant's By-laws, a copy of which is
filed as Exhibit 3 2 to this registration statement, provides that an officer
or director will be indemnified against any costs or liabilities, including
attorneys' fees and amounts paid in settlement with the consent of the
Registrant, in connection with any claim, action or proceeding to the fullest
extent permitted by 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 ( shares of Class A common
stock and shares of Class B common stock) and (ii) each share of common
stock, including common stock treasury shares, will be converted into
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 11,000 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 40,000
shares of common stock at a per share exercise price of $79.36. Messrs. Ralph
Guild, Marc Guild and McEntee received options to acquire 30,000, 5,000 and
5,000 shares, respectively. These options are fully vested and expire in June
2008.

On July 10, 1998, Interep granted options to acquire an aggregate 95,000
shares of common stock at a per share exercise price of $83.92. Messrs. Ralph
Guild, Marc Guild, McEntee and Yaguda received options to acquire 60,000,
10,000, 15,000 and 10,000 shares, respectively. These options are fully vested
and expire in July 2008.

On December 16, 1998, Interep granted options to acquire an aggregate 22,500
shares of common stock at a per share exercise price of $87.78. Mr. Ralph Guild
received options to acquire 2,500 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(2) 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 Form of Indemnification Agreement for directors and officers.
10.36* The 1999 Stock Incentive Plan.
10.37 Form of Stock Option Agreement.
10.38 Lease Agreement, dated as of June 30, 1999 between Guild Family
Bronxville Partnership, L.P. and Interep.
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 Power of Attorney (included on signature page of the registration
statement).
</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.

(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.

II-5
<PAGE>

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-6
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this 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 October 1, 1999.

Interep National Radio Sales, Inc.
/s/ Ralph C. Guild
By ___________________________________

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ralph C. Guild, Marc G. Guild and William J.
McEntee, Jr., and each of them, his attorney-in-fact, for him in any and all
capacities, with full power of substitution and resubstitution, to sign any
amendments, including any post-effective amendments, to this registration
statement, as well as any subsequent registration statement filed by the
registrant pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, relating to the offering covered by this registration statement and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or his substitutes, may do or cause
to be done by virtue hereof.

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

/s/ Ralph C. Guild Chairman of the October 1, 1999
- ------------------------------------ Board and Chief
Ralph C. Guild Executive Officer
and Director
(Principal
Executive Officer)

/s/ Marc G. Guild President, October 1, 1999
- ------------------------------------ Marketing Division
Marc G. Guild and Director

/s/ William J. McEntee, Jr. Vice President and October 1, 1999
- ------------------------------------ Chief Financial
William J. McEntee, Jr. Officer (Principal
Financial and
Accounting
Officer)

/s/ Leslie D. Goldberg Director October 1, 1999
- ------------------------------------
Leslie D. Goldberg

/s/ Jerome S. Traum Director October 1, 1999
- ------------------------------------
Jerome S. Traum

II-7
<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* Restated Certificate of Incorporation of Interep.
3.2* 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>

<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(2) 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 Form of Indemnification Agreement for directors and officers.
10.36* The 1999 Stock Incentive Plan.
10.37* Form of Stock Option Agreement.
10.38 Lease Agreement, dated as of June 30, 1999 between Guild Family
Bronxville Partnership, L.P. and Interep.
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 Power of Attorney (included on signature page of the registration
statement).
</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.

<PAGE>

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

(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 10.35

INDEMNIFICATION AGREEMENT

AGREEMENT, dated as of __________________, between INTEREP NATIONAL
RADIO SALES, INC., a New York corporation (the "Company"), and
______________________ ("Indemnitee").

W I T N E S S E T H:
-------------------

WHEREAS, qualified individuals may be reluctant to serve corporations
as directors and officers unless provided with adequate protection through
insurance and indemnification against the risk of claims and actions against
them arising out of their activities as directors and officers;

WHEREAS, the Company wishes to attract and retain such persons to
serve as its directors and officers and it is acknowledged to be in the best
interests of the Company and its stockholders to do so;

WHEREAS, the By-Laws and Certificate of Incorporation of the Company
require the Company to indemnify its directors and officers to the fullest
extent permitted by applicable law, and Indemnitee has agreed to serve as
____________________________________ of the Company, in part in reliance
thereon;

WHEREAS, in this regard, the Company deems it appropriate to obligate
itself contractually to indemnify its directors and officers to the fullest
extent permitted by applicable law so that they will serve or continue to serve
the Company free from undue concern that they will not be so indemnified, and
such obligation is permitted by the By-laws and the Certificate of Incorporation
of the Company; and

WHEREAS, Indemnitee is willing to serve as an officer of the Company
on the condition that he be so indemnified;

NOW, THEREFORE, the parties agree as follows:

1. Indemnification. Indemnitee agrees to serve as a Vice President
and as the Chief Financial Officer of the Company. In consideration of such
agreement, and of such service, the Company shall, to the fullest extent
permitted by applicable law as in effect from time to time, indemnify Indemnitee
if he is involved in any manner (including, without limitation, as a party or a
witness), or is threatened to be made so involved, in any threatened, pending or
completed investigation, claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative (including, without limitation, any
action, suit or proceeding by or in the right of the Company to procure a
judgment in its favor) (a "Proceeding") by reason of the fact that he is or was
a director, officer, employee, agent or consultant of the Company, or is or was
serving at the request of the Company as a director, officer, employee, agent or
consultant of another corporation or of a partnership, joint venture, trust or
other enterprise, whether
<PAGE>

the basis of any such Proceeding is alleged action in an official capacity as a
director or officer or in any other capacity while serving as a director or
officer, against all expenses, liability and loss (including, without
limitation, attorneys' fees, judgments, fines, and amounts paid or to be paid in
settlement) (collectively, "Losses") actually and reasonably incurred by him in
connection with such Proceeding.

2. Indemnification for Costs, Charges and Expenses of Successful
Party. Notwithstanding the other provisions of this Agreement, to the extent
that Indemnitee has been successful on the merits or otherwise in defense of any
Proceeding or in defense of any claim, issue or matter therein, he shall be
indemnified against all costs, charges and expense (including but not limited to
attorneys' fees and expenses) actually and reasonably incurred by him or on his
behalf in connection therewith. The termination of any Proceeding or of any
claim, issue or matter therein, 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 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 Indemnitee is not
entitled to indemnification.

3. Determination of Entitlement of Indemnification. Upon written
request by Indemnitee for indemnification pursuant to Section 1 hereof, the
entitlement of the Indemnitee to indemnification pursuant to this Agreement
shall be determined by the following, who shall be empowered to make such
determination: (a) the Board of Directors of the Company by a majority vote of a
quorum consisting of Disinterested Directors (as defined below), (b) if such a
quorum is not obtainable or, even if obtainable, if the Board of Directors by
the majority vote of Disinterested Directors so directs, by Independent Counsel
(as defined below) in a written opinion to the Board of Directors, a copy of
which shall be delivered to Indemnitee or (c) by the Company's shareholders.
Any Independent Counsel shall be selected by the Board of Directors and shall be
reasonably acceptable to Indemnitee. Such determination shall be made not later
than 30 days after receipt by the Company of such information as is reasonably
necessary for such determination.

Any costs or expenses (including but not limited to attorneys' fees
and expenses) incurred by Indemnitee in connection with his request for
indemnification hereunder shall be borne by the Company, and the Company agrees
to indemnify and hold Indemnitee harmless from such costs and expenses
irrespective of the outcome of the determination of Indemnitee's entitlement to
indemnification. The person making such determination shall presume that
Indemnitee is entitled to indemnification pursuant to the terms of this
Agreement. If no determination of entitlement is made within 30 days after the
Company's receipt of the request therefor, Indemnitee shall be absolutely
entitled to such indemnification, absent (i) a misstatement of a material fact
in the request for indemnification or an omission of a material fact necessary
to make the statements in such request not materially misleading, or (ii) a
prohibition of such indemnification under applicable law. If the person making
such determination shall determine that Indemnitee is entitled to
indemnification as to part (but not all)

-2-
<PAGE>

of the application for indemnification, such person shall reasonably prorate
such partial indemnification among such claims, issues or matters.

For purposes of this Agreement, the term "Disinterested Director"
shall mean a director of the Company who is not or was not a party to the
action, suit, investigation or proceeding in respect of which indemnification is
being sought by Indemnitee, and the term "Independent Counsel" shall mean a law
firm or a member of a law firm that neither is presently nor in the past five
years has been retained to represent: (i) the Company or Indemnitee in any
matter material to either such party, or (ii) any other party to the action,
suit, investigation or proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall
not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee's right to
indemnification under this Agreement.

If it is determined that the requested indemnification is not
permitted, in whole or in part, under applicable law, Indemnitee shall have the
right to commence litigation in any court having subject matter jurisdiction
thereof and in which venue is proper seeking an order or judgment by the court
awarding the indemnification denied by the determination or challenging the
determination or any aspect thereof.

4. Advancement of Expenses and Costs. All reasonable expenses and
costs incurred by Indemnitee (including but not limited to attorneys' fees,
retainers and advances of disbursements required by Indemnitee) in defending a
Proceeding by reason of the fact that he is or was a director, officer,
employee, agent or consultant of the Company, or is or was serving at the
request of the Company as a director, officer, employee, agent or consultant of
another corporation or of a partnership, joint venture, trust or other
enterprise, whether the basis of any such Proceeding is alleged action in an
official capacity as a director or officer or in any other capacity while
serving as a director or officer, shall be paid by the Company in advance of the
final disposition of such Proceeding; provided, however, that any claim for
advancement of such expenses or costs submitted from time to time by Indemnitee
shall be accompanied by (i) a statement setting forth in reasonable detail the
expenses and costs incurred by him in connection therewith and (ii) an
undertaking by or on behalf of Indemnitee to repay such amount if it is
ultimately determined that Indemnitee is not entitled to be indemnified against
such expenses and costs by the Company as provided by this agreement or
otherwise. Such expenses shall be paid by the Company within 20 days after
receipt of any such statement and undertaking.

5. Other Rights to Indemnification. The indemnification and
advancement of expenses (including but not limited to attorneys' fees and
expenses) and costs provided by this agreement shall not be deemed exclusive of
any other rights to which Indemnitee may now or in the future be entitled under
any provision of any agreement, the

-3-
<PAGE>

Company's By-laws, the Company's Certificate of Incorporation, vote of
stockholders or Disinterested Directors, provision of law, or otherwise.

6. Survival of Agreement. This Agreement shall continue in full
force and effect notwithstanding that Indemnitee may cease to occupy any or all
of the positions described in Section 2 of this Agreement. No amendment of any
provision of this Agreement or of applicable law shall remove, abridge or
adversely affect any right of indemnification or any other benefits of
Indemnitee hereunder with respect to any Proceeding involving an act or omission
which occurred prior to such amendment or repeal. This Agreement shall be
binding on the Company and its successors and assigns and shall inure to the
benefit of Indemnitee and his spouse, assigns, heirs, devisees, executors,
administrators or other legal representatives.

7. Severability. If any provision of this Agreement is held to be
invalid, illegal or unenforceable for any reason whatsoever, the validity,
legality and enforceability of the remaining provisions of this Agreement shall
not in any way be affected or impaired thereby.

8. No Effect on Employment. This Agreement does not constitute a
contract of employment or an offer of such a contract which can be accepted.
The right of the Company to remove Indemnitee from any office he holds or to
terminate (whether by dismissal, discharge, retirement or otherwise)
Indemnitee's employment with the Company at any time at will, or as otherwise
provided by an agreement between the Company and Indemnitee, is specifically
reserved.

9. Identical Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall for all purposes be deemed to be an
original but all of which together shall constitute one and the same Agreement.

10. Headings. The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.

11. Modification and Waiver. No modification or amendment of this
Agreement shall be binding unless executed in writing by both parties hereto.
No waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions hereof (whether or not similar) nor
shall such waiver constitute a continuing waiver.

12. Notice by Indemnitee. Indemnitee agrees promptly to notify the
Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any matter
which may be subject to indemnification covered hereunder, either civil,
criminal or investigative.

-4-
<PAGE>

13. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally or mailed by certified or registered mail with postage
prepaid, on the third business day after the date on which it is so mailed:

(a) If to Indemnitee:

to the address set forth below.

(b) If to the Company:

Interep National Radio Sales, Inc.
100 Park Avenue
New York, New York 10017

or to such other address as may have been furnished to Indemnitee by the Company
or to the Company by Indemnitee, as the case may be.

14. Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

ATTEST: INTEREP NATIONAL RADIO SALES, INC.

By By
____________________________ ________________________________

________________________________
[ ]

Address:

_____________________________

-5-

<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: Guild Family Bronxville 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: Guild Family Bronxville TENANT: Interep National Radio Sales, Inc.
Partnership, L.P.

--------------------------------- ------------------------------------------
By: /s/ Ralph C. Guild By: /s/ William J. McEntee, Jr.
--------------------------------- ------------------------------------------

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
GUILD FAMILY BRONXVILLE 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.

GUILD FAMILY BRONXVILLE
PARTNERSHIP, L.P. (Landlord)

By /s/ Ralph C. Guild
----------------------------------
Name: Ralph C. Guild
Title:

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
October 1, 1999