-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EiKHc4F8/Txw0GN3ljuRtDJwETW0UvUxbQ5IFraSbJJJ7x3IA7RwaPrOFODIXUV8 DwNutZvCqCD3+ArXAc5AcQ== 0001005150-98-000673.txt : 19980714 0001005150-98-000673.hdr.sgml : 19980714 ACCESSION NUMBER: 0001005150-98-000673 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980713 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADIO ONE INC CENTRAL INDEX KEY: 0001041657 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 521166660 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-30795 FILM NUMBER: 98665139 BUSINESS ADDRESS: STREET 1: 5900 PRINCESS GARDEN PARKWAY STREET 2: 7TH FL CITY: LANHAM STATE: MD ZIP: 20706 BUSINESS PHONE: 3013061111 MAIL ADDRESS: STREET 1: 5900 PRINCESS GARDEN PARKWAY STREET 2: 7TH FL CITY: LANHAM STATE: MD ZIP: 20706 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report June 30, 1998 Commission File No. 333-30795 (Date of earliest event reported) RADIO ONE, INC. (Exact name of registrant as specified in its charter) DELAWARE 52-1166660 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 5900 PRINCESS GARDEN PARKWAY, 8TH FLOOR LANHAM, MARYLAND 20706 (Address of principal executive offices) (301) 306-1111 Registrant's telephone number, including area code ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On June 30, 1998, Radio One, Inc. (the "Company"), completed its acquisition of Bell Broadcasting Company ("Bell"), a Michigan corporation, pursuant to a Stock Purchase Agreement among the shareholders of Bell and the Company dated December 23, 1997. As a result of the transaction, the Company purchased 100% of the capital stock of Bell plus various other assets for approximately $35.0 million in cash, subject to certain adjustments. The acquisition was financed through a combination of cash of approximately $9.6 million and debt of approximately $25.4 million borrowed under a $57.5 million credit facility provided by Credit Suisse First Boston as the Agent and NationsBank, N.A., as the Documentation Agent (the "Credit Agreement"). Bell, which owns three radio stations, two of which are in the Detroit, Michigan, market, will operate as a wholly-owned subsidiary of the Company which has its headquarters in Lanham, Maryland. ITEM 5. OTHER EVENTS. Pursuant to the requirements of the Credit Agreement, the Company formed a new entity, Radio One of Detroit, Inc., a Delaware corporation, as a wholly-owned subsidiary of Bell. Contemporaneous with the acquisition of the stock of Bell, the licenses of the radio stations owned by Bell were assigned to Radio One of Detroit, Inc. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Business Acquired. Financial statements for Bell are not available at this time, and will be filed in an amendment to this 8-K within 75 days of the date hereof. (b) Pro Forma Financial Information. The pro forma financial information is not available at this time, and will be filed in an amendment to this 8-K within 75 days of the date hereof. (c) Exhibits. 4.1 First Supplemental Indenture dated as of June 30, 1998, to Indenture dated as of May 15, 1997, by and among Radio One, Inc., as Issuer and United States Trust Company of New York, as Trustee, by and among Radio One, Inc., Bell Broadcasting Company, Radio One of Detroit, Inc., and United States Trust Company of New York, as Trustee. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RADIO ONE, INC. /s/ Scott R. Royster ---------------------------------------------------- July 13, 1998 Scott R. Royster Executive Vice President and Chief Financial Officer (Principal Accounting Officer) EX-4.1 2 EXHIBIT 4.1 ================================================================================ RADIO ONE, INC., BELL BROADCASTING COMPANY and RADIO ONE OF DETROIT, INC. and UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee -------------------------------- FIRST SUPPLEMENTAL INDENTURE Dated as of June 30, 1998 to INDENTURE Dated as of May 15, 1997 by and among RADIO ONE, INC., as Issuer and UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee -------------------------------- $85,478,000 12% Senior Subordinate Notes Due 2004 ================================================================================ FIRST SUPPLEMENTAL INDENTURE dated as of June 30, 1998, by and among RADIO ONE, INC. ("ROI" or the "Company"), a Delaware corporation, BELL BROADCASTING COMPANY ("Bell"), a Michigan corporation, RADIO ONE OF DETROIT, INC. ("ROD"), a Delaware corporation, and UNITED STATES TRUST COMPANY OF NEW YORK (the "Trustee"). WHEREAS, the Company heretofore executed and delivered to the Trustee an Indenture dated as of May 15, 1997 (the "Indenture"), providing for the issuance of $85,478,000 aggregate principal amount of the Company's 12% Senior Subordinated Notes Due 2004 (the "Notes"); and WHEREAS, Bell is a wholly owned subsidiary of ROI and ROD is a wholly owned subsidiary of Bell; and WHEREAS, Bell and ROD desire by this First Supplemental Indenture to expressly become Subsidiary Guarantors bound by the Subsidiary Guarantee of the Securities set forth in Article 11 of the Indenture; and WHEREAS, the execution and delivery of this First Supplemental Indenture has been authorized by resolutions of the Board of Directors of Bell and ROD; and WHEREAS, all conditions and requirements necessary to make this First Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto. NOW, THEREFORE, in consideration of the above premises, each party agrees, for the benefit of the other and for the equal and ratable benefit of the Holders of the Notes, as follows: ARTICLE 1 ASSUMPTION OF OBLIGATIONS Section 1.01. Assumption. Bell and ROD hereby expressly agree to become Subsidiary Guarantors of the Securities set forth in Article 11 of the Indenture and to assume all such Obligations (as such term is defined in the Indenture) as set forth in Article 11 of the Indenture. Any Notes delivered after the date of this First Supplemental Indenture, including Notes delivered in substitution or exchange for any outstanding Notes, as provided in the Indenture, may be executed and delivered by Radio One, Inc. in its own name, with such notations, legends or endorsements required by law, stock exchange rules or usage, and each such Note shall constitute the obligation of Bell and ROD. ARTICLE II MISCELLANEOUS PROVISIONS Section 2.01. Terms Defined. For all purposes of this First Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this First Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture. Section 2.02. Indenture. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. Section 2.03. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this First Supplemental Indenture, provided that such jurisdiction shall be non-exclusive. Section 2.04. Successors. All agreements of Bell and ROD in this First Supplemental Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successor. Section 2.05. Multiple Counterparts. The parties may sign multiple counterparts of this First Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them together represent the same agreement. Section 2.06. Effectiveness. The provisions of this First Supplemental Indenture will take effect immediately upon its execution and delivery by the Trustee and satisfaction with all of the conditions set forth in Section 4.12 of the Indenture. Section 2.07. Trustee Disclaimer. The Trustee accepts the amendment of the Indenture effected by this First Supplemental Indenture and agrees to execute the trust created by the Indenture and agrees to execute the trust created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by Bell and ROD, or for or with respect to (i) the validity or sufficiency of this First Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by Bell and ROD by corporate action or otherwise, (iii) the due execution hereof by Bell and ROD, (iv) the consequences (direct or indirect and whether deliberate or inadvertent) of any amendment hereby provided for, and the Trustee makes no representation with respect to any such matters. SIGNATURES IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first written above. Radio One, Inc. By: /s/ Alfred C. Liggins ----------------------------------- Name: Alfred C. Liggins Title: President Bell Broadcasting Company By: /s/ Alfred C. Liggins ----------------------------------- Name: Alfred C. Liggins Title: President Radio One of Detroit, Inc. By: /s/ Alfred C. Liggins ----------------------------------- Name: Alfred C. Liggins Title: President Attest: /s/ Scott R. Royster -------------------------- UNITED STATES TRUST COMPANY of NEW YORK, as Trustee By: ----------------------------------- Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----