<PAGE>
 
    As filed with the Securities and Exchange Commission on March   , 1999
 
                                                    Registration No. [333-    ]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
 
                                ---------------
 
                                   FORM S-1
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933
 
                                ---------------
                                Radio One, Inc.
            (Exact name of Registrant as specified in its charter)
 
                                ---------------
 
         Delaware                52-1166660                   4832
      (State or other         (I.R.S. Employer     (Primary Standard Industry
      jurisdiction of        Identification No.)      Classification Number)
     incorporation of
       organization)
 
                    5900 Princess Garden Parkway, 8th Floor
                               Lanham, MD 20706
                           Telephone: (301) 306-1111
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
 
                                ---------------
 
                            ALFRED C. LIGGINS, III
                     Chief Executive Officer and President
                                Radio One, Inc.
                    5900 Princess Garden Parkway, 8th Floor
                               Lanham, MD 20706
                           Telephone: (301) 306-1111
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
 
                                With copies to:
 
      RICHARD L. PERKAL, ESQ.            ANTOINETTE COOK BUSH, ESQ.
          Kirkland & Ellis               STEPHEN W. HAMILTON, ESQ.
     655 Fifteenth Street, N.W.       Skadden, Arps, Slate, Meagher &
       Washington, D.C. 20005                     Flom LLP
     Telephone: (202) 879-5000           1440 New York Avenue, N.W.
                                           Washington, D.C. 20005
                                         Telephone: (202) 371-7000
 
                                ---------------
  Approximate date of commencement of the proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
 
  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 (the "Securities Act"), check the following box. [_]
 
  If this Form is filed to register additional securities for an offering pur-
suant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act Registration Statement number of the earlier ef-
fective Registration Statement for the same offering. [_]
 
  If this Form is a post-effective amendment filed pursuant to Rule 462(c) un-
der 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. [X]
 
                        CALCULATION OF REGISTRATION FEE
<TABLE>
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
<CAPTION>
                                                           Proposed
                                                           Maximum
 Title of each Class of       Amount         Proposed     Aggregate    Amount of
    Securities to be           to be         Maximum       Offering   Registration
       Registered         Registered(/1/) Offering Price  Price(/2/)      Fee
----------------------------------------------------------------------------------
 <S>                      <C>             <C>            <C>          <C>
 Class A Common Stock,
  par value $0.01 per
  share................         Shares        $          $115,000,000   $31,970
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
</TABLE>
(1) Includes      shares that the underwriters have the option to purchase
    from the Company to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to paragraph (o) of Rule 457 of the Securities Act.
                                ---------------
  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 Registra-
tion Statement shall thereafter become effective in accordance with Section
8(a) of the Securities Act or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting pur-
suant to said Section 8(a), may determine.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
 
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information contained in this prospectus is not complete and may be       +
+changed. We may not sell these securities until the registration statement    +
+filed with the Securities and Exchange Commission is effective. This          +
+prospectus is not an offer to sell these securities and it is not soliciting  +
+an offer to buy these securities in any state where the offer or sale is not  +
+permitted.                                                                    +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                     SUBJECT TO COMPLETION, DATED 12, 1999
 
                                        Shares
 
                        [LOGO OF RADIO ONE APPEARS HERE]
 
                              Class A Common Stock
 
                                   --------
 
       We are selling     shares of Class A Common Stock and the selling
        stockholders are selling     shares of Class A Common Stock. We
             will not receive any proceeds from shares sold by the
                             selling stockholders.
 
    Prior to this offering, there has been no public market for our Class A
   Common Stock. The initial public offering price is expected to be between
      $    and $    per share. We have applied to list our Class A Common
      Stock on The Nasdaq Stock Market's National Market under the symbol
                                    "ROIA."
 
    The underwriters have an option to purchase a maximum of     additional
                   shares to cover over-allotments of shares.
 
  Investing in our Class A Common Stock involves risks. See "Risk Factors" on
page 9.
 
<TABLE>
<CAPTION>
                                                        Underwriting              Proceeds to
                                             Price to   Discounts and Proceeds to   Selling
                                              Public     Commissions   Radio One  Stockholders
                                            ----------- ------------- ----------- ------------
<S>                                         <C>         <C>           <C>         <C>
Per Share..................................     $            $            $            $
Total......................................    $            $            $            $
</TABLE>
 
  Delivery of the shares of Class A Common Stock will be made on or about    ,
1999, against payment in immediately available funds.
 
  Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
 
Credit Suisse First Boston
             NationsBanc Montgomery Securities LLC
                          Bear, Stearns & Co. Inc.
                                                          Prudential Securities
 
                          Prospectus dated    , 1999.
<PAGE>
 
 
 
 
[Map of Eastern U.S. with ROI radio station logos, call signs and frequencies.]
<PAGE>
                                 ------------
                               TABLE OF CONTENTS
 
                                 ------------
 

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
Prospectus Summary.......................................................   1
Risk Factors.............................................................   9
Use of Proceeds..........................................................  14
Dividend Policy..........................................................  14
Dilution.................................................................  15
Capitalization...........................................................  16
Recent and Pending Transactions..........................................  18
Unaudited Pro Forma Consolidated Financial Information...................  21
Selected Historical Consolidated Financial Data..........................  30
Management's Discussion and Analysis of Financial Condition and Results
 of Operations...........................................................  32
</TABLE>
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Business...................................................................  41
Management.................................................................  69
Certain Relationships and Related Transactions.............................  73
Selling Stockholders.......................................................  75
Principal Stockholders.....................................................  75
Description of Capital Stock...............................................  77
Description of Indebtedness................................................  81
Shares Eligible for Future Sale............................................  83
Underwriting...............................................................  85
Notice to Canadian Residents...............................................  88
Legal Matters..............................................................  89
Experts....................................................................  89
Additional Information.....................................................  89
Index to Financial Statements.............................................. F-1
</TABLE>

   You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.
 
   Radio One's principal executive offices are located at 5900 Princess Garden
Parkway, 8th Floor, Lanham, MD 20706, and our telephone number is (301) 306-
1111. 
                                       i
<PAGE>
 
                               PROSPECTUS SUMMARY
 
   In this prospectus, unless otherwise noted, the terms "Radio One," "we,"
"our" and "us" refer to Radio One, Inc. and our subsidiaries Radio One
Licenses, Inc., WYCB Acquisition Corporation, Broadcast Holdings, Inc., Bell
Broadcasting Company, Radio One of Detroit, Inc., Allur-Detroit, Inc., Allur
Licenses, Inc., Radio One of Atlanta, Inc., ROA Licenses, Inc., Dogwood
Communications, Inc. and Dogwood Licenses, Inc., from the time of their
respective acquisitions. This summary contains a general discussion of our
business, this offering and summary financial information. We encourage you to
read the entire prospectus for a more complete understanding of Radio One and
this offering. Except where otherwise noted, all share numbers and per share
data in this prospectus give effect to the capitalization transactions
described in "Capitalization."
 
                                RADIO ONE, INC.
 
Introduction
 
   Radio One was founded in 1980 and is the largest radio broadcasting company
in the United States primarily targeting African-Americans. After we complete
our pending acquisitions, we will own and operate 26 radio stations. Twenty-
five of these stations (eighteen FM and seven AM) are in nine of the top 20
African-American radio markets: Washington, D.C., Baltimore, Atlanta,
Philadelphia, Detroit, St. Louis, Cleveland, Richmond and an East Coast market.
Our strategy is to expand within our existing markets and into new markets that
have a significant African-American presence. We believe radio broadcasting
primarily targeting African-Americans has significant growth potential. We also
believe that we have a competitive advantage in the African-American market,
and the radio industry in general, due to our primary focus on urban formats,
our skill in programming and marketing these formats, and our turnaround
expertise.
 
   We have succeeded in increasing ratings, net broadcast revenue and broadcast
cash flow of all of the FM stations we have owned or managed for at least one
year. The radio station clusters that we owned as of December 31, 1998, were
ranked first or second in all of their markets in combined audience and revenue
share among radio stations primarily targeting African-Americans. Our net
broadcast revenue and broadcast cash flow have grown significantly on both a
total and same station basis:
 
  .  Net broadcast revenue grew at a compound annual rate of 60.2% from an
     actual $23.7 million in 1996 to $60.8 million in 1998, pro forma for
     completed transactions.
 
  .  Broadcast cash flow grew at a compound annual rate of 66.0% from an
     actual $9.8 million in 1996 to $27.0 million in 1998, pro forma for
     completed transactions.
 
  .  Same station net broadcast revenue and broadcast cash flow grew at
     average annual rates of 28.0% and 42.1%, respectively, from 1996 through
     1998, pro forma for Radio One of Atlanta, Inc., which was managed by us
     during this period.
 
  .  After-tax cash flow grew at a compound annual rate of 206.2% from an
     actual $0.8 million in 1996 to $7.5 million in 1998, pro forma for
     completed transactions.
 
   Radio One is led by our Chairperson and co-founder, Ms. Catherine L. Hughes,
and her son, Mr. Alfred C. Liggins, III, our Chief Executive Officer and
President, who together have over 40 years of operating experience in radio
broadcasting. Ms. Hughes, Mr. Liggins and our strong management team have
successfully implemented a strategy of acquiring and turning around
underperforming radio stations. We believe that we are well positioned to apply
our proven operating strategy to our recently or soon to be acquired stations
in Detroit, St. Louis, Cleveland, Richmond and an East Coast market, and to
other radio stations in existing and new markets as attractive acquisition
opportunities arise.
 
                                       1
<PAGE>
 
 
The African-American Market Opportunity
 
     We believe that operating urban formatted radio stations primarily
  targeting African-Americans has significant growth potential for the
  following reasons:
 
  .  Rapid Population Growth. The African-American population is growing more
     quickly than the population as a whole, and is expected to exceed 40
     million by 2010. (Source: 1996 U.S. Census Bureau Current Population
     Report)
 
  .  Higher Income Growth. African-Americans' household income is increasing
     more quickly than the household income of the population as a whole, and
     is estimated to reach $533 billion, or 8.2% of total buying power, in
     1999. (Source: "African-American Buying Power by Place of Residence:
     1990-1999" Dr. Jeffrey M. Humphreys)
 
  .  Growth in Advertising Targeting the African-American Market. In a recent
     study, it was estimated that major national advertisers spent $881
     million on advertising targeting African-American consumers in 1997, up
     from $463 million in 1985. (Source: Target Market News - 1997)
 
  .  Urbanization of American Culture and Society. We believe that there is
     an ongoing "urbanization" of many facets of American society as
     evidenced by the influence of African-American culture in the areas of
     music, film, fashion, sports and urban-oriented television shows.
 
  .  Growing Popularity of Urban Formats. In 1998, urban formats were one of
     the top three formats in nine of the top ten radio markets nationwide
     and the top format in five of these markets. (Source: INTEREP, Research
     Division, 1998 Urban Radio Study)
 
  .  Concentrated Presence in Urban Markets. In 1996, approximately 58.0% of
     the African-American population was located in the top 30 African-
     American markets. (Source: BIA Fourth Edition 1998)
 
  .  Strong Audience Listenership and Loyalty. In 1996, African-Americans
     spent more time listening to radio broadcasts than did other segments of
     the population in the ten largest markets, and we believe African-
     Americans exhibit greater loyalty to radio stations that target the
     African-American community. (Source: INTEREP, Research Division, 1998
     Urban Radio Study)
 
                                       2
<PAGE>
 
                         Radio One and Our Markets(/1/)
 
<TABLE>
<CAPTION>
                               Pro Forma Radio One Data(/2/)                             Market Data(/3/)
                       ------------------------------------------------- ------------------------------------------------
                       Number of      African-American
                       Stations            Market        Entire Market                             1996 MSA Population
                       ---------     ------------------ ----------------                         ------------------------
                                                                                      Ranking by
                                                                         1998 Annual   Size of
                                                                            Radio      African-
                                      Audience  Revenue Audience Revenue   Revenue     American      Total      African-
Market                  FM   AM      Share Rank  Rank    Share    Share  ($ millions) Population (in millions) American %
------                 ---- ----     ---------- ------- -------- ------- ------------ ---------- ------------- ----------
<S>                    <C>  <C>      <C>        <C>     <C>      <C>     <C>          <C>        <C>           <C>
Washington, D.C.......    2  2            1         1     12.0     9.5%     $257.0         3          4.2         27.2%
Detroit...............    2  2(/4/)       2         2      4.7     3.6       211.5         5          4.5         22.5
Philadelphia..........    1  --           2         2      3.3     2.2       249.1         6          4.9         19.9
Atlanta...............    2  --           2         3      6.3     4.6       257.7         7          3.6         25.7
Baltimore.............    2  2            1         1     17.0    19.1       100.2        11          2.5         26.0
St. Louis.............    1  --         n/a       n/a      n/a     n/a       114.4        16          2.6         17.2
Cleveland.............    1  1          n/a       n/a      n/a     n/a        97.0        17          2.1         18.7
Richmond..............    6  1          n/a       n/a      n/a     n/a        43.1        19          0.9         30.0
</TABLE>
--------
(1) This table summarizes more detailed information provided under "Business."
    "n/a" means not applicable because we did not own or manage stations in
    these markets at the end of 1998. This table does not include information
    with respect to our pending acquisition of a radio station in an East Coast
    market.
(2) Audience Share Rank and Audience Share data are from the Fall 1998 Arbitron
    Survey. Revenue Rank and Revenue Share data are from Hungerford or Miller
    Kaplan, adjusted to include WYCB-AM, which does not report to Hungerford or
    Miller Kaplan.
(3) Annual Radio Revenue data are from Hungerford or Miller Kaplan. Population
    data are from BIA (Fourth Edition 1998).
(4) Includes WJZZ-AM, which is located in Kingsley, Michigan.
 
Acquisition Strategy
 
   Our acquisition strategy is to acquire and turn around underperforming radio
stations principally in the top 30 African-American markets. We consider
acquisitions in existing markets where expanded coverage is desirable and in
new markets where we believe it is advantageous to establish a presence. For
strategic reasons, or as a result of a station cluster purchase, we may also
acquire and operate stations with formats that target non-African-American
segments of the population.
 
Turnaround Expertise
 
   We typically enter a market by acquiring a station or stations that have
little or negative broadcast cash flow. Additional stations we have acquired in
existing markets have often been, in our opinion, substantially
underperforming. By implementing our operating strategy, we have succeeded in
increasing ratings, net broadcast revenue and broadcast cash flow of all the FM
stations we have owned or managed for at least one year. We have achieved these
improvements while operating against much larger competitors. Some of these
successful turnarounds are described below by market:
 
  .  Washington, D.C. In 1995, we acquired WKYS-FM for approximately $34.0
     million. At the time, WKYS-FM was ranked number 12 by Arbitron in the
     12-plus age demographic. Over a two-year period, we repositioned WKYS-
     FM, improved its programming and enhanced the station's community
     involvement and image. In the Fall 1998 Arbitron Survey, the station was
     ranked number one in the 18-34 age demographic (with a 10.2 share) and
     number two in the 12-plus age demographic (with a 5.4 share), behind two
     stations tied for number one (each with a 5.6 share).
 
    In 1987, we acquired WMMJ-FM for approximately $7.5 million. At the
    time, WMMJ-FM was being programmed in a general market Adult
    Contemporary format, and had a 1.2 share of the 12-plus age demographic.
    After extensive research, we changed the station's format, making WMMJ-
    FM the first FM radio station on the East Coast to introduce an Urban
    Adult Contemporary programming format. In the Fall 1998 Arbitron Survey,
    the station was ranked number three in the 25-54 age demographic (with a
    5.8 share) and number five in the 12-plus age demographic (with a 5.0
    share).
 
                                       3
<PAGE>
 
 
  .  Baltimore. In 1993, we acquired WERQ-FM and WOLB-AM (formerly WERQ-AM)
     for approximately $9.0 million. At the time, these stations had mediocre
     ratings. We converted WERQ-FM's programming to a more focused Young
     Urban Contemporary format and began aggressively marketing the station.
     WERQ-FM is now Baltimore's dominant station, ranked number one in the
     12-plus, 18-34 and 25-54 age demographics in the Fall 1998 Arbitron
     Survey, a position it first achieved in the Spring 1997 Arbitron Survey.
 
    In 1992, we acquired WWIN-FM and its sister station, WWIN-AM, for
    approximately $4.7 million. At the time, WWIN-FM was a distant second in
    ratings to its in-format direct competitor, WXYV-FM. We repositioned
    WWIN-FM towards the 25-54 age demographic, and in the Fall 1998 Arbitron
    Survey the station was ranked number two in that age demographic (with a
    7.5 share) behind two stations tied for number one (each with a 7.7
    share), including Radio One's WERQ-FM.
 
  .  Atlanta. In 1995, Radio One of Atlanta, Inc., then an affiliate of Radio
     One, acquired WHTA-FM (formerly WQUL-FM), a Class A radio station
     located approximately 40 miles from Atlanta, for approximately $5.0
     million. Prior to that acquisition, the previous owners, together with
     our management, upgraded and moved the station approximately 20 miles
     closer to Atlanta. The result was the introduction of a new, Young Urban
     Contemporary radio station in the Atlanta market. The station's ratings
     increased quickly to an approximate 5.0 share in the 12-plus age
     demographic. In the Fall 1998 Arbitron Survey, the station was ranked
     number four in the 18-34 age demographic (with an 8.3 share).
 
  .  Philadelphia. In 1997, we acquired WPHI-FM (formerly WDRE-FM) for
     approximately $20.0 million. At the time, WDRE-FM was being programmed
     in a Modern Rock format and had a 2.0 share in the 12-plus age
     demographic. We changed the station's format to Young Urban Contemporary
     and, in the Fall 1998 Arbitron Survey, the station was ranked number 14
     in the 12-plus age demographic (with a 3.3 share) and number five in the
     18-34 age demographic (with a 6.0 share).
 
Operating Strategy
 
   In order to maximize net broadcast revenue and broadcast cash flow at our
radio stations, we strive to achieve the largest audience share of African-
American listeners in each market, convert these audience share ratings to
advertising revenue, and control operating expenses.
 
                                       4
<PAGE>
 
                        Recent and Pending Acquisitions
 
   We have acquired or agreed to acquire 18 radio stations since January 1,
1998. These acquisitions diversify our net broadcast revenue, broadcast cash
flow and asset bases and increase the number of top 20 African-American markets
in which we operate from three to nine. The table below sets forth information
regarding each of our recently completed or pending acquisitions as of March
31, 1999.
 
<TABLE>
<CAPTION>
                          No. of                Approximate
Market                   Stations Call Letters Purchase Price       Date Completed
------                   -------- ------------ --------------       --------------
                                               (in millions)
<S>                      <C>      <C>          <C>                  <C>
Completed Transactions
  Washington, D.C.
   (Broadcast Holdings,
   Inc.)................     1      WYCB-AM        $  3.8                3/98
  Detroit/Kingsley (Bell
   Broadcasting
   Company).............     3      WDTJ-FM          34.2                6/98
                                    WCHB-AM
                                    WJZZ-AM
  Detroit (Allur-
   Detroit, Inc.).......     1      WWBR-FM          26.5               12/98
  Atlanta (Radio One of
   Atlanta, Inc. and
   Dogwood
   Communications,
   Inc.)................     2      WHTA-FM          (1)                 3/99
                                    WAMJ-FM
                           ---                     ------
    Subtotal............     7                       64.5(/2/)
                           ---                     ------
Pending Transactions
  St. Louis.............     1      WFUN-FM          13.6                 --
  Cleveland.............     2      WENZ-FM          20.0                 --
                                    WERE-AM
  Richmond I............     1      WDYL-FM           4.6                 --
  Richmond II...........     2      WKJS-FM          12.0                 --
                                    WSOJ-FM
  Richmond III..........     4      WJRV-FM          34.0                 --
                                    WCDX-FM
                                    WPLZ-FM
                                    WGCV-AM
  East Coast market.....     1          --            --                  --
                           ---                     ------
    Subtotal............    11                       84.2(/3/)
                           ---                     ------
      Total.............    18                     $148.7(/2/)(/3/)
                           ===                     ======
</TABLE>
--------
(1) Radio One issued        shares of our Common Stock and assumed
    approximately $16.3 million of net debt in this transaction.
(2) Excludes Radio One of Atlanta, Inc. and Dogwood Communications, Inc.
(3)  Excludes our pending acquisistion in an East Coast market.
 
                    Preferred Stock Offering and Redemption
 
   Concurrent with this offering, we intend to sell $50.0 million of   % New
Preferred Stock. The Preferred Stock Offering is being made by a separate
prospectus. We intend to use the proceeds of the Preferred Stock Offering to
redeem all of our outstanding Senior Preferred Stock and to reduce outstanding
amounts under our Bank Credit Facility.
 
                                       5
<PAGE>
 
 
                                  The Offering
 
Class A Common Stock offered(/1/)...      shares by Radio One
                                          shares by the selling stockholders
                                      -----
                                          shares of Class A Common Stock
                                      -----
                                      -----
 
Common Stock to be outstanding
after this offering(/1/)(/2/).......
                                          shares of Class A Common Stock
                                          shares of Class B Common Stock
                                          shares of Class C Common Stock
                                      -----
                                          shares of Common Stock
                                      -----
                                      -----
 
Voting Rights.......................  Holders of Class A Common Stock are
                                      entitled to one vote per share and are
                                      entitled to elect two independent
                                      directors. Holders of Class B Common
                                      Stock are entitled to ten votes per
                                      share. Holders of Class C Common Stock do
                                      not have voting rights, except as
                                      required by law.
 
Other Rights........................  Except as to voting and conversion
                                      rights, each class of Common Stock has
                                      the same rights.
 
Use of Proceeds.....................  Radio One intends to use the net proceeds
                                      of this offering and the Preferred Stock
                                      Offering to:
 
                                      .  repay amounts borrowed under our Bank
                                         Credit Facility;
 
                                      .  repay amounts borrowed to fund our
                                         acquisition of WYCB-AM in Washington,
                                         D.C.;
 
                                      .  redeem our Senior Preferred Stock; and
 
                                      .  increase our working capital.
 
Proposed NASDAQ Symbol..............  ROIA
 
--------
(1) Excludes       shares of Class A Common Stock that may be issued to cover
    over-allotments of shares.
(2) Excludes       shares of Class A Common Stock issuable upon exercise of
    stock options with a weighted average price of $      per share.
 
                                       6
<PAGE>
 
          Summary Historical and Pro Forma Consolidated Financial Data
 
   The following table contains summary historical financial information
derived from the audited consolidated financial statements of Radio One. The
table also contains summary unaudited pro forma financial information derived
from the unaudited pro forma financial information set forth under "Unaudited
Pro Forma Consolidated Financial Information." The summary unaudited pro forma
consolidated financial information does not purport to represent what our
results of operations or financial condition would actually have been had the
transactions described below occurred on the dates indicated or to project our
results of operations or financial condition for any future period or date. The
summary financial data set forth in the following table should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," "Unaudited Pro Forma Consolidated Financial
Information" and the consolidated financial statements of Radio One included
elsewhere in this prospectus.
 
 
<TABLE>
<CAPTION>
                                    Fiscal Year Ended December 31,
                          ---------------------------------------------------
                                   Historical              1998 Pro Forma
                          ----------------------------- ---------------------
                                                         Completed      As
                            1996      1997      1998    Transactions Adjusted
                          --------- --------- --------- ------------ --------
                          (audited) (audited) (audited)      (unaudited)
                                 (in thousands, except per share data)
<S>                       <C>       <C>       <C>       <C>          <C>
Statement of Operations:
Net broadcast revenue....  $23,702   $32,367   $46,109    $ 60,828   $ 73,309
Station operating ex-
 penses..................   13,927    18,848    24,501      34,118     42,403
Corporate expenses.......    1,793     2,155     2,800       3,213      3,213
Depreciation and amorti-
 zation..................    4,262     5,828     8,445      15,570     21,577
                           -------   -------   -------    --------   --------
  Operating income.......    3,720     5,536    10,363       7,927      6,116
Interest expense.........    7,252     8,910    11,455      16,603
Other income (expense),
 net.....................      (77)      415       358         329
Income tax benefit (ex-
 pense)..................      --        --      1,575       2,480
                           -------   -------   -------    --------   --------
  Income (loss) before
   extraordinary item....  $(3,609)  $(2,959)  $   841    $ (5,867)  $
                           =======   =======   =======    ========   ========
Earnings per common
 share:
  Basic..................  $         $         $          $          $
  Diluted................
Weighted average common
 shares outstanding:
  Basic..................
  Diluted................
Other Data:
Broadcast cash flow......  $ 9,775   $13,519   $21,608    $ 27,004   $ 31,200
Broadcast cash flow mar-
 gin.....................     41.2%     41.8%     46.9%       44.4%      42.6%
EBITDA (before non-cash
 compensation expense)...  $ 7,982   $11,364   $18,808    $ 23,791   $ 27,987
After-tax cash flow......      806     2,869     7,248       7,517
Cash interest expense....    4,815     4,413     7,192      12,340
Capital expenditures.....      252     2,035     2,236       3,921
</TABLE>
<TABLE>
<S>                                                                       <C>
Ratio of earnings to fixed charges*......................................    x
Ratio of total debt to EBITDA (before non-cash compensation expense) ....    x
Ratio of EBITDA (before non-cash compensation expense) to interest ex-
 pense ..................................................................    x
Ratio of EBITDA (before non-cash compensation expense) to cash interest
 expense ................................................................    x
</TABLE>
 
<TABLE>
<S>                                                   <C>       <C>      <C>
Balance Sheet Data (at period end):
Cash and cash equivalents............................ $  4,455  $  1,466 $
Intangible assets, net...............................  127,639   176,786
Total assets.........................................  153,856   204,717
Total debt (including current portion and deferred
 interest)...........................................  131,739   148,176
Preferred stock......................................   26,684    26,684
Total stockholders' equity (deficit).................  (24,859)    8,376
</TABLE>
--------
* Earnings were insufficient to cover fixed charges for the fiscal years ended
  December 31, 1996, 1997 and 1998 by approximately $3.6 million, $3.0 million,
  and $734,000, respectively, and on a pro forma as adjusted basis for the year
  ended December 31, 1998 by approximately $   million.
 
                                       7
<PAGE>
 
 
  .  The pro forma amounts for the year ended December 31, 1998, in the
     column "Completed Transactions" are adjusted to give effect to the
     following acquisitions as if they had occurred as of the beginning of
     the period:
 
    -- Bell Broadcasting Company;
 
    -- Allur-Detroit, Inc.;
 
    -- Radio One of Atlanta, Inc.; and
 
    -- Dogwood Communications, Inc. (by Radio One of Atlanta, Inc.).
 
  .  The pro forma amounts for the year ended December 31, 1998, in the
     column "As Adjusted" are adjusted to give effect to the completed
     transactions described above and the following pending acquisitions and
     other transactions as if they had occurred as of the beginning of the
     period:
 
    -- the pending acquisitions:
 
      .  assets of WFUN-FM in St. Louis (pro forma balance sheet only);
 
      .  WENZ-FM and WERE-AM in Cleveland;
 
      .  WDYL-FM in Richmond;
 
      .  WKJS-FM and WSOJ-FM in Richmond;
 
      .  WJRV-FM, WCDX-FM, WPLZ-FM and WGCV-AM in Richmond; and
 
      .  a radio station in an East Coast market.
 
    -- this offering;
 
    -- the Preferred Stock Offering;
 
    -- the redemption of our Senior Preferred Stock; and
 
    -- the repayment of debt.
 
  .  The pro forma balance sheet data are adjusted to give effect to the
     transactions described above as if they had occurred on December 31,
     1998.
 
                                       8
<PAGE>
 
                                  RISK FACTORS
 
   You should carefully consider the following factors and other information in
this prospectus before deciding to invest in shares of Class A Common Stock of
Radio One.
 
Substantial Leverage - Our substantial level of indebtedness could adversely
affect us.
 
   As of December 31, 1998, on a pro forma basis after giving effect to the
transactions described under "Unaudited Pro Forma Consolidated Financial
Information," we would have had outstanding total debt of $    million
(including $    million bearing interest at variable rates), New Preferred
Stock with an aggregate liquidation preference of $50 million and stockholders'
equity of $    million.
 
   Our substantial level of indebtedness could adversely affect us for various
reasons, including limiting our ability to:
 
  .  obtain additional financing for working capital, capital expenditures,
     acquisitions, debt service requirements or other corporate purposes;
 
  .  have sufficient funds available for operations, future business
     opportunities or other purposes;
 
  .  compete with competitors who are less leveraged than we are; and
 
  .  react to changing market conditions, changes in our industry and
     economic downturns.
 
Restrictions Imposed by Terms of Indebtedness - The terms of our indebtedness
restrict us from engaging in many activities and require us to satisfy various
financial tests.
 
   Our Bank Credit Facility and the agreements governing our other outstanding
debt and New Preferred Stock contain covenants that restrict, among other
things, our ability to incur additional debt, pay cash dividends, purchase our
capital stock, make capital expenditures, make investments or other restricted
payments, swap or sell assets, engage in transactions with affiliates, create
liens securing non-senior debt or merge, consolidate or sell all or
substantially all of our assets.
 
   Our Bank Credit Facility also requires us to get our banks' consent before
we make acquisitions. This restriction may make it more difficult to pursue our
acquisition strategy. Our Bank Credit Facility also requires us to maintain
specific financial ratios. Events beyond our control could affect our ability
to meet those financial ratios, and we cannot assure you that we will meet
them.
 
   All of the loans under our Bank Credit Facility are due on December 31,
2003. A breach of any of the covenants contained in our Bank Credit Facility
could allow our lenders to declare all amounts outstanding under the Bank
Credit Facility to be immediately due and payable. In addition, our lenders
could proceed against the collateral granted to them to secure that
indebtedness. If the amounts outstanding under the Bank Credit Facility are
accelerated, we cannot assure you that our assets will be sufficient to repay
in full the money owed to the banks or to our other debt holders.
 
History of Net Losses - We have a history of losses and may have losses in the
future.
 
   Prior to 1998, we experienced net losses in most years and, after giving
effect to the transactions described under "Unaudited Pro Forma Consolidated
Financial Information," as if they had occurred on January 1, 1998, we had net
losses of $    million for the year ended December 31, 1998, on a pro forma as
adjusted basis.
 
   The primary reasons for these losses are significant charges for
depreciation and amortization relating to the acquisition of radio stations and
interest charges on our outstanding debt. If we acquire additional stations,
these charges will probably increase.
 
 
                                       9
<PAGE>
 
Dependence on Key Personnel - We are dependent on certain key personnel to
operate our growing business.
 
   Our business depends upon the continued efforts, abilities and expertise of
our executive officers and other key employees. We intend to enter into
employment agreements with several of our key employees, including Ms.
Catherine L. Hughes, Mr. Alfred C. Liggins, III, and other executive officers.
We believe that the loss of any of these individuals could have a material
adverse effect on us.
 
Competition - We operate in a highly competitive industry. Our competition
comes from other stations and other media.
 
   Our stations compete for audiences and advertising revenue with other radio
stations and with other media such as television, newspapers, direct mail and
outdoor advertising. Audience ratings and advertising revenue are subject to
change and any adverse change in a market could adversely affect our net
broadcast revenue in that market. If a competing station converts to a format
similar to that of one of our stations, or if one of our competitors
strengthens its operations, our stations could suffer a reduction in ratings
and advertising revenue. Other radio companies which are larger and have more
resources may also enter markets in which we operate. Although we believe our
stations are well positioned to compete, we cannot assure you that our stations
will maintain or increase their current ratings or advertising revenue.
 
Risks of Acquisition Strategy - Many factors will affect our ability to execute
our acquisition strategy.
 
   We intend to grow by acquiring radio stations primarily in top 30 African-
American markets. We cannot assure you that our acquisition strategy will be
successful due to the following risks, including:
 
  .  We cannot assure you that our pending acquisitions will be consummated;
 
  .  Acquired stations may not increase our broadcast cash flow or yield
     other anticipated benefits;
 
  .  Required regulatory approvals may result in unanticipated delays in
     completing acquisitions;
 
  .  We may have difficulty integrating the operations, systems and
     management of our acquired stations;
 
  .  Our acquisition strategy may divert management's attention from other
     business concerns;
 
  .  We may lose key employees of acquired stations;
 
  .  We may be required to raise additional financing and our ability to do
     so is limited by the terms of our debt instruments; and
 
  .  We may not be able to acquire additional stations on attractive terms
     due to increased competition for acquisition opportunities.
 
Controlling Stockholders - Two stockholders have a majority interest in Radio
One and have the power to control matters on which Radio One's stockholders may
vote.
 
   Upon completion of this offering, Ms. Catherine L. Hughes and her son, Mr.
Alfred C. Liggins, III, will collectively hold approximately    percent
(  percent if the underwriters exercise their over-allotment option) of the
outstanding voting power of Radio One's Common Stock. As a result, Ms. Hughes
and Mr. Liggins will control most decisions involving Radio One, including
transactions involving a change of control of Radio One, such as a sale or
merger. In addition, certain covenants in Radio One's debt instruments require
that Ms. Hughes and Mr. Liggins maintain specified ownership and voting
interests in Radio One, and prohibit other parties' voting interests from
exceeding specified amounts. Ms. Hughes and Mr. Liggins have agreed to vote
their shares together in elections to the Board of Directors.
 
 
                                       10
<PAGE>
 
Technology Changes, New Services and Evolving Standards - We must respond to
the rapid changes in technology, services and standards which characterize our
industry in order to remain competitive.
 
   The radio broadcasting industry is subject to rapid technological change,
evolving industry standards and the emergence of new media technologies.
Several new media technologies are being developed, including the following:
 
  .  Audio programming by cable television systems, direct broadcast
     satellite systems, Internet content providers and other digital audio
     broadcast formats;
 
  .  Satellite digital audio radio service, which could result in the
     introduction of several new satellite radio services with sound quality
     equivalent to that of compact discs; and
 
  .  In-band on-channel digital radio, which could provide multi-channel,
     multi-format digital radio services in the same bandwidth currently
     occupied by traditional AM and FM radio services.
 
   We recently entered into a programming agreement with a satellite digital
audio radio service and have also invested in a developer of digital audio
broadcast technology. However, we cannot assure you that these arrangements
will be successful or enable us to adapt effectively to these new media
technologies. We also cannot assure you that we will continue to have the
resources to acquire other new technologies or to introduce new services that
could compete with other new technologies.
 
Importance of the Washington, D.C. and Baltimore Markets - A large portion of
our net broadcast revenue and broadcast cash flow comes from these markets.
 
   Based upon the stations we owned or managed at the end of 1998, our radio
stations in Washington, D.C. and Baltimore collectively accounted for 62.9% and
70.4% of our net broadcast revenue and broadcast cash flow, respectively, for
the year ended December 31, 1998, on a pro forma basis, after giving effect to
the completed transactions described under "Unaudited Consolidated Pro Forma
Financial Information." A significant decline in net broadcast revenue or
broadcast cash flow from our stations in these markets could have a material
adverse effect on our financial position and results of operations.
 
Government Regulation - Our business depends on maintaining our licenses with
the FCC. We cannot assure you that we will be able to maintain these licenses.
 
   Radio broadcasters depend upon maintaining radio broadcasting licenses
issued by the FCC. These licenses are ordinarily issued for a maximum term of
eight years and may be renewed. Our radio broadcasting licenses expire at
various times from October 1, 2003 to August 1, 2006. Although we may apply to
renew our FCC licenses, interested third parties may challenge our renewal
applications. In addition, if Radio One or any of our stockholders, officers,
or directors violates the FCC's rules and regulations or the Communications Act
of 1934, as amended, or is convicted of a felony, the FCC may commence a
proceeding to impose sanctions upon us. Examples of possible sanctions include
the imposition of fines; the revocation of our broadcast licenses; or the
renewal of one or more of our broadcasting licenses for a term of fewer than
eight years. If the FCC were to issue an order denying a license renewal
application or revoking a license, we would be required to cease operating the
radio station covered by the license only after we had exhausted administrative
review without success.
 
   The radio broadcasting industry is subject to extensive and changing federal
regulation. Among other things, the Communications Act and FCC rules and
policies limit the number of broadcasting properties that any person or entity
may own (directly or by attribution) in any market and require FCC approval for
transfers of control and assignments. The filing of petitions or complaints
against Radio One or any FCC licensee from which we are acquiring a station
could result in the FCC delaying the grant of, or refusing to grant or imposing
conditions on its consent to the assignment or transfer of licenses. The
Communications Act and FCC rules also impose limitations on non-U.S. ownership
and voting of the capital stock of Radio One.
 
                                       11
<PAGE>
 
Antitrust Matters - Our growth strategy may be adversely affected by future
legal and regulatory changes. We may have difficulty obtaining regulatory
approval for our acquisitions.
 
   An important part of our growth strategy is the acquisition of additional
radio stations. After the passage of the Telecommunications Act of 1996, the
U.S. Department of Justice has become more aggressive in reviewing proposed
acquisitions of radio stations and radio station networks. The Justice
Department is particularly aggressive when the proposed buyer already owns one
or more radio stations in the market of the station it is seeking to buy.
Recently, the Justice Department has challenged a number of radio broadcasting
transactions. Some of those challenges ultimately resulted in consent decrees
requiring, among other things, divestitures of certain stations. In general,
the Justice Department has more closely scrutinized radio broadcasting
acquisitions that result in local market shares in excess of 40% of radio
advertising revenue. Similarly, the FCC has announced new procedures to review
proposed radio broadcasting transactions even if the proposed acquisition
otherwise complies with the FCC's ownership limitations. In particular, the FCC
may invite public comment on proposed radio transactions that the FCC believes,
based on its initial analysis, may present ownership concentration concerns in
a particular local radio market.
 
Dilution - New investors will incur immediate and substantial dilution.
 
   Based upon an assumed public offering price of $    per share, stock
purchased in this offering will incur immediate and substantial dilution in net
tangible book value of $    per share (or $    per share if the over-allotment
option is exercised in full).
 
Shares of Common Stock Eligible for Future Sale - Future sales by existing
stockholders could depress the market price of Class A Common Stock.
 
   Immediately after this offering, the public market for the Common Stock will
include only the     shares that we and the selling stockholders are selling in
this offering. At that time, there will be an additional          shares of
Common Stock outstanding. The shares held by our existing stockholders are
subject to "lock-up" agreements that prohibit such existing stockholders from
selling their shares of Common Stock in the public market for 180 days after
the date of this prospectus (or earlier with the consent of Credit Suisse First
Boston Corporation in its sole discretion). When the 180-day "lock-up" period
expires, our existing stockholders will be able to sell their shares in the
public market, subject to certain legal restrictions. If our existing
stockholders sell a large number of shares, the market price of shares of
Common Stock could decline dramatically. Moreover, the perception in the public
market that these stockholders might sell shares of Common Stock could depress
the market price of the Common Stock. Furthermore, our existing stockholders
have the right to require us to register their shares, which may facilitate
their sale of shares in the public market.
 
No Prior Public Market for the Class A Common Stock - Investors will be subject
to market risks typically associated with initial public offerings.
 
   Prior to this offering, there has been no public market for the Class A
Common Stock. We have applied to list the Class A Common Stock for trading on
the Nasdaq's National Market. After this offering, an active trading market
might not develop or continue. If you purchase shares of Class A Common Stock
in this offering, you will pay a price that was not established in a
competitive market. Rather, you will pay a price that we negotiated with our
underwriters and the selling stockholders. The price of the Class A Common
Stock that will prevail in the market after this offering may be higher or
lower than the price you pay. For a description of the factors we will consider
in negotiating the public offering price, see "Underwriting."
 
Year 2000 - Computer programs and microprocessors that have date sensitive
software may recognize a date using "00" as year 1900 rather than 2000, or not
recognize the date at all, which could result in major system failures or
miscalculations.
 
   We rely, directly and indirectly, on information technology systems to
operate our radio stations, provide our radio stations with up-to-date news and
perform a variety of administrative services, including accounting,
 
                                       12
<PAGE>
 
financial reporting, advertiser spot scheduling, payroll and invoicing. We also
use non-information technology systems, such as microchips, for dating and
other automated functions. We are in the process of assessing and remediating
potential risks to our business related to the Year 2000 problem. Although we
believe that, as a result of these efforts, our critical systems are or will be
substantially Year 2000 ready, we cannot assure you that this will be the case.
One of our greatest potential Year 2000 risks may be that third parties with
whom we deal will fail to be Year 2000 ready. For example, our business may be
adversely affected if our programming suppliers or key advertisers experience
significant disruptions in their businesses because of the Year 2000 problem.
 
              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
   This prospectus contains forward-looking statements that have been made
pursuant to the provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are not historical facts, but rather are
based on our current expectations, estimates and projections about Radio One's
industry, our beliefs and assumptions. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates" and similar expressions
are intended to identify forward-looking statements. These statements are not
guarantees of future performance and are subject to certain risks,
uncertainties and other factors, some of which are beyond our control, are
difficult to predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements. These risks
and uncertainties are described in "Risk Factors" and elsewhere in this
prospectus. We caution you not to place undue reliance on these forward-looking
statements, which reflect our management's view only as of the date of this
prospectus. We are not obligated to update these statements or publicly release
the result of any revisions to them to reflect events or circumstances after
the date of this prospectus or to reflect the occurrence of unanticipated
events.
 
                                       13
<PAGE>
 
                                USE OF PROCEEDS
 
   The net proceeds from this offering to Radio One (after deducting
underwriting discounts and commissions and estimated offering expenses), based
on the assumed initial public offering price of $    per share, are estimated
to be approximately $      million ($    million if the underwriters' over-
allotment option is exercised in full). The net proceeds from this offering,
together with the net proceeds from the Preferred Stock Offering, will be used
as set forth below. Pending such uses, the net proceeds from this offering may
be temporarily invested in short-term, interest-bearing, investment-grade
securities. The following table sets forth the estimated sources and uses of
funds for the transactions described above as of    , 1999:
 
<TABLE>
<CAPTION>
                                                                    Amount
                                                                --------------
                                                                (in thousands)
     <S>                                                        <C>
     Sources:
       Net proceeds from this offering.........................     $
       Net proceeds from the Preferred Stock Offering..........
                                                                    -----
         Total sources.........................................     $
                                                                    =====
     Uses:
       Repayment of amounts borrowed under the Bank Credit
        Facility...............................................     $
       Repayment of WYCB acquisition loan......................
       Redemption of Senior Preferred Stock....................
       Increase in working capital.............................
                                                                    -----
         Total uses............................................     $
                                                                    =====
</TABLE>
 
   Radio One will not receive any proceeds from Class A Common Stock sold by
the selling stockholders.
 
                                DIVIDEND POLICY
 
   We intend to retain future earnings for use in our business and do not
anticipate declaring or paying any cash or stock dividends on shares of our
Common Stock in the foreseeable future. In addition, any determination to
declare and pay dividends will be made by our Board of Directors in light of
our earnings, financial position, capital requirements, the Bank Credit
Facility, the Indenture and the terms of the New Preferred Stock, and such
other factors as the Board of Directors deems relevant. See "Description of
Indebtedness" and "Description of Capital Stock."
 
                                      14
<PAGE>
 
                                    DILUTION
 
   Purchasers of the Class A Common Stock offered by this prospectus will
suffer an immediate and substantial dilution in net tangible book value per
share. Dilution is the amount by which the initial public offering price paid
by the purchasers of the shares of Class A Common Stock will exceed the net
tangible book value per share of Common Stock after the offering. The net
tangible book value per share of Common Stock is determined by subtracting
total liabilities from the total book value of the tangible assets and dividing
the difference by the number of shares of Common Stock deemed to be outstanding
on the date the book value is determined. As of December 31, 1998, Radio One
had a pro forma negative tangible book value of $      or $    per share after
giving effect to the completed and pending acquisitions and capital
transactions described under "Capitalization," excluding this offering.
Assuming the sale of       shares at an initial public offering price of
$         per share and deducting underwriters' discounts and commissions and
estimated offering expenses, Radio One's pro forma tangible book value as of
December 31, 1998 would have been a negative $      or $      per share. This
represents an immediate increase in pro forma net tangible book value to
existing stockholders of $      per share and an immediate dilution to new
investors of $      per share. The following table illustrates this per share
dilution:
 
<TABLE>
<CAPTION>
                                                                          Per
                                                                         Share
                                                                         -----
   <S>                                                              <C>  <C>
   Assumed initial public offering price...........................      $
                                                                         ----
     Pro forma net negative tangible book value before this
      offering..................................................... $
                                                                    ----
     Increase in net tangible book value per share attributable to
      this offering................................................
                                                                    ----
   Pro forma net tangible book value after this offering...........
                                                                         ----
   Dilution to new investors.......................................      $
                                                                         ====
</TABLE>
 
     The following table summarizes, on a pro forma as adjusted basis as of
December 31, 1998, the number of shares of Common Stock purchased from Radio
One, the estimated value of the total consideration paid for or attributed to
such Common Stock, and the average price per share paid by or attributable to
existing stockholders and the new investors purchasing shares in this offering
at an assumed initial offering price of $      per share.
 
<TABLE>
<CAPTION>
                                                                         Average
                                             Shares of                    Price
                                               Common                      Per
                                               Stock          Total       Share
                                             Purchased    Consideration    of
                                           -------------- -------------- Common
                                           Number Percent Amount Percent  Stock
                                           ------ ------- ------ ------- -------
<S>                                        <C>    <C>     <C>    <C>     <C>
Existing stockholders.....................              % $            %  $
New investors.............................
                                            ----   -----  -----   -----
  Total...................................         100.0% $       100.0%
                                            ====   =====  =====   =====
</TABLE>
 
   As of      , 1999 there were outstanding options to purchase an additional
      shares of Class A Common Stock at an exercise price of $      per share.
To the extent these options are exercised, there may be further dilution to new
investors.
 
                                       15
<PAGE>
 
                                 CAPITALIZATION
 
   The table below sets forth our capitalization as of December 31, 1998, on an
actual basis, on a pro forma basis giving effect to the acquisitions identified
in the first bullet below, and on a pro forma as adjusted basis giving effect
to those acquisitions and the transactions identified in the second bullet
below. The actual amounts give effect to the following 1999 capital
transactions as if they had occurred as of December 31, 1998: the         for
one stock split of Common Stock, the exchange of certain shares of Class A
Common Stock for shares of Class B and Class C Common Stock, the issuance of
       shares of Class A Common Stock upon the exercise of the Warrants, and
the issuance of       shares of Class C Common Stock to employees.
 
   .  The column "Pro forma for Completed and Pending Transactions" gives
effect to the acquisition of:
 
    -- Radio One of Atlanta, Inc. ("ROA");
    -- Dogwood Communications, Inc. ("Dogwood") by ROA;
    -- the assets of WFUN-FM in St. Louis;
    -- WENZ-FM and WERE-AM in Cleveland;
    -- WDYL-FM in Richmond ("Richmond I");
    -- WKJS-FM and WSOJ-FM in Richmond ("Richmond II");
    -- WJRV-FM, WCDX-FM, WPLZ-FM and WGCV-AM in Richmond ("Richmond III");
       and
    -- a radio station in an East Coast market.
 
   .  The column "Pro Forma as Adjusted" gives effect to:
 
    -- the above transactions;
    -- this offering;
    -- the offering (the "Preferred Stock Offering") of $50.0 million of   %
       senior cumulative exchangeable preferred stock due    (the "New
       Preferred Stock");
    -- the redemption of the Senior Preferred Stock; and
    -- the repayment of debt.
 
                                       16
<PAGE>
 
   The information in this table should be read in conjunction with "Use of
Proceeds," "Unaudited Pro Forma Consolidated Financial Information,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements included elsewhere in
this prospectus.
 
<TABLE>
<CAPTION>
                                                   As of December 31, 1998
                                              -----------------------------------
                                                          Pro Forma
                                                             for
                                                          Completed
                                                         and Pending   Pro Forma
                                               Actual    Transactions as Adjusted
                                              ---------  ------------ -----------
                                              (audited)  (unaudited)  (unaudited)
                                                        (in thousands)
   <S>                                        <C>        <C>          <C>
   Cash and cash equivalents................  $  4,455      (92,734)     $
                                              ========     ========      ====
   Long-term debt (including current
    portion):
     Bank Credit Facility...................  $ 49,350     $ 65,787      $
     12% Senior Subordinated Notes due May
      15, 2004..............................    78,458       78,458
     WYCB acquisition debt..................     3,841        3,841
     Other long-term debt...................        90           90
                                              --------     --------      ----
       Total debt...........................   131,739      148,176
                                              --------     --------      ----
   Senior Cumulative Redeemable Preferred
    Stock:
     Series A, $0.01 par value, 140,000
      shares authorized,
      84,843 shares, 84,843 shares, and no
      shares issued and outstanding.........    10,816       10,816       --
     Series B, $0.01 par value, 150,000
      shares authorized,
      124,467 shares, 124,467 shares, and no
      shares issued and outstanding.........    15,868       15,868       --
     Series C, $0.01 par value,
      shares authorized,
      no shares, no shares and      shares
      issued and outstanding................       --           --
                                              --------     --------      ----
   Stockholders' equity (deficit):
     Class A Common Stock, $0.01 par value,
             shares authorized,
      shares,       shares and
      shares, issued and outstanding........       --           --
     Class B Common Stock, $0.01 par value,
             shares authorized,     shares,
         shares, and     shares, issued and
      outstanding...........................       --           --
     Class C Common Stock, $0.01 par value,
            shares authorized,       shares,
            shares and       shares issued
      and outstanding.......................       --           --
     Additional paid-in capital.............       --           --
     Accumulated equity (deficit)...........   (24,859)       8,376
                                              --------     --------      ----
       Total stockholders' equity
        (deficit)...........................   (24,859)       8,376
                                              --------     --------      ----
         Total capitalization...............  $133,564     $183,236      $
                                              ========     ========      ====
</TABLE>
 
                                       17
<PAGE>
 
                        RECENT AND PENDING TRANSACTIONS
 
ACQUISITIONS
 
   We have acquired or agreed to acquire 18 radio stations since January 1,
1998. These acquisitions diversify our net broadcast revenue, broadcast cash
flow and asset bases and increase the number of top 20 African-American markets
in which we operate from three to nine. See "Business" for a more detailed
description of the following transactions.
 
   The table below sets forth information regarding each of the recently
completed or pending acquisitions as of March 31, 1999.
 
<TABLE>
<CAPTION>
                              No. of                Approximate           Date
   Market                    Stations Call Letters Purchase Price       Completed
   ------                    -------- ------------ --------------       ---------
                                                   (in millions)
   <S>                       <C>      <C>          <C>                  <C>
   Completed Transactions
     Washington, D.C.
      (Broadcast Holdings,
      Inc.)................      1      WYCB-AM        $  3.8              3/98
     Detroit/Kingsley (Bell
      Broadcasting
      Company).............      3      WDTJ-FM          34.2              6/98
                                        WCHB-AM
                                        WJZZ-AM
     Detroit (Allur-
      Detroit, Inc.).......      1      WWBR-FM          26.5             12/98
     Atlanta (Radio One of
      Atlanta, Inc. and
      Dogwood
      Communications,
      Inc.)................      2      WHTA-FM          (1)               3/99
                                        WAMJ-FM
                               ---                     ------
     Subtotal..............      7                       64.5(/2/)
                               ---                     ------
   Pending Transactions
 
     St. Louis.............      1      WFUN-FM          13.6               --
     Cleveland.............      2      WENZ-FM          20.0               --
                                        WERE-AM
     Richmond I............      1      WDYL-FM           4.6               --
     Richmond II...........      2      WKJS-FM          12.0               --
                                        WSOJ-FM
     Richmond III..........      4      WJRV-FM          34.0               --
                                        WCDX-FM
                                        WPLZ-FM
                                        WGCV-AM
     East Coast market.....      1          --          --                  --
                               ---                     ------
     Subtotal..............     11                       84.2(/3/)
                               ---                     ------
     Total.................     18                     $148.7(/2/)(/3/)
                               ===                     ======
</TABLE>
--------
(1) Radio One issued       shares of our Common Stock and assumed $16.3 million
    of net debt in this transaction.
(2) Excludes Radio One of Atlanta, Inc. and Dogwood Communications, Inc.
(3)  Excludes our pending acquisition in an East Coast market.
 
 Completed Transactions
 
  Washington, D.C.--WYCB-AM Acquisition
 
   On March, 16, 1998, Radio One acquired, through an Unrestricted Subsidiary,
Broadcast Holdings, Inc. ("BHI"), the owner of WYCB-AM, for approximately $3.8
million. Following this acquisition, we integrated the operations of WYCB-AM
into our existing radio station operations in Washington, D.C.
 
  Detroit--Bell Broadcasting Acquisition
 
   On June 30, 1998, Radio One acquired Bell Broadcasting Company ("Bell
Broadcasting") for approximately $34.2 million in cash. Bell Broadcasting owns
three radio stations, WDTJ-FM (formerly WCHB-FM) and WCHB-AM, located in the
Detroit, Michigan market, and WJZZ-AM, located in Kingsley, Michigan.
 
                                       18
<PAGE>
 
  Detroit--Allur-Detroit Acquisition
 
   On December 28, 1998, Radio One acquired Allur-Detroit, Inc. ("Allur-
Detroit"), owner of WWBR-FM, for approximately $26.5 million in cash. Allur-
Detroit's stockholders included Syndicated Communications Venture Partners II,
L.P. ("Syncom Venture Partners"), which is an affiliate of one of Radio One's
stockholders, Syncom Capital Corporation ("Syncom").
 
  Atlanta--Radio One of Atlanta and Dogwood Communications Acquisitions
 
   On March   , 1999, Radio One acquired Radio One of Atlanta, Inc. ("ROA"), an
affiliate of Radio One, for      shares of Radio One Common Stock. Radio One
also assumed and retired approximately $16.3 million of net indebtedness of ROA
and Dogwood. At the time, ROA owned approximately 33% of Dogwood. On March   ,
1999, Radio One acquired the remaining approximate 67% of Dogwood for
$3.6 million. Founded in 1995, ROA owns and operates WHTA-FM. Dogwood owns
WAMJ-FM which, prior to ROA's acquisition of 100% of Dogwood, ROA operated
under a local marketing agreement ("LMA"). Upon the completion of these
acquisitions, ROA became a wholly owned subsidiary of Radio One, and Dogwood
became a wholly owned subsidiary of ROA. See "Certain Relationships and Related
Transactions."
 
 Pending Transactions
 
  St. Louis--WFUN-FM Acquisition
 
   On November 23, 1998, Radio One entered into an asset purchase agreement to
acquire the assets of WFUN-FM, licensed to Bethalto, Illinois, for
approximately $13.6 million in cash. We expect to move WFUN-FM to a broadcast
tower site closer to downtown St. Louis, reformat the station and upgrade its
signal from 6 kW to 25 kW. We expect this acquisition to close during the
second quarter of 1999.
 
  Cleveland--WENZ-FM and WERE-AM Acquisition
 
   On March   , 1999, Radio One entered into an asset purchase agreement to
acquire WENZ-FM and WERE-AM, both of which are licensed to Cleveland, Ohio, for
approximately $20.0 million in cash. We expect this acquisition to close by the
end of the third quarter of 1999.
 
  Richmond--WDYL-FM Acquisition, WKJS-FM and WSOJ-FM Acquisition and WJRV-FM,
             WCDX-FM, WPLZ-FM and WGCV-AM Acquisition
 
   On February 10, 1999, Radio One entered into an asset purchase agreement to
acquire WDYL-FM, licensed to Chester, Virginia, for approximately $4.6 million
in cash. We expect this acquisition to close by the end of the third quarter of
1999.
 
   On February 26, 1999, Radio One entered into an asset purchase agreement to
acquire WKJS-FM, licensed to Crewe, Virginia, and WSOJ-FM, licensed to
Petersburg, Virginia, for approximately $12.0 million in cash, subject to
purchase price adjustments. We expect this acquisition to close by the end of
the third quarter of 1999.
 
   On March   , 1999, Radio One entered into an asset purchase agreement to
acquire WCDX-FM, licensed to Mechanicsville, Virginia, WPLZ-FM, licensed to
Petersburg, Virginia, WJRV-FM, licensed to Richmond, Virginia, and WGCV-AM,
licensed to Petersburg, Virginia, for approximately $34.0 million in cash. We
expect this acquisition to close during the second half of 1999.
 
  East Coast Market--Radio Station Acquisition
 
   On February 11, 1999, Radio One entered into a letter of intent to acquire a
radio station in an East Coast market. We expect this acquisition to close
during the second half of 1999.
 
 
                                       19
<PAGE>
 
RECENT FINANCINGS
 
  Preferred Stock Offering and Redemption
 
   Concurrent with this offering, we intend to sell $50.0 million of   % New
Preferred Stock. The Preferred Stock Offering is being made by a separate
prospectus. We intend to use the proceeds of the Preferred Stock Offering to
redeem all of our Series A 15.0% Senior Cumulative Redeemable Preferred Stock
("Series A Preferred Stock") and Series B 15.0% Senior Cumulative Redeemable
Preferred Stock ("Series B Preferred Stock," and together with the Series A
Preferred Stock, the "Senior Preferred Stock"), and to reduce outstanding
amounts under our Bank Credit Facility. See "Use of Proceeds" and "Description
of Capital Stock."
 
  Credit Agreement
 
   On        , 1999, we entered into an amended and restated credit agreement
under which we may borrow up to $100 million on a revolving basis from a group
of banking institutions. See "Description of Indebtedness."
 
                                       20
<PAGE>
 
             UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
 
   The following unaudited pro forma consolidated financial statements (the
"Pro Forma Consolidated Financial Statements") are based on the historical
Consolidated Financial Statements of Radio One included elsewhere in this
prospectus, adjusted to give effect to the following:
 
   The pro forma amounts for the year ended December 31, 1998, in the column
"Completed Transactions" are adjusted to give effect to the following completed
acquisitions as if they had occurred as of January 1, 1998:
 
  .  Bell Broadcasting;
  .  Allur-Detroit;
  .  ROA; and
  .  Dogwood by ROA.
 
   The pro forma amounts for the year ended December 31, 1998, in the column
"Completed and Pending Transactions" are adjusted to give effect to the
completed transactions described above and to the following pending
acquisitions as if they had occurred as of January 1, 1998:
 
  .  the assets of WFUN-FM in St. Louis (pro forma balance sheet only);
  .  WENZ-FM and WERE-AM in Cleveland;
  .  WDYL-FM in Richmond;
  .  WKJS-FM and WSOJ-FM in Richmond;
  .  WJRV-FM, WCDX-FM, WPLZ-FM and WGCV-AM in Richmond; and
  .  a radio station in an East Coast market.
 
   The pro forma amounts in the column "As Adjusted" are further adjusted to
give effect to the pending and completed transactions described above and to
the following transactions as if they had occurred as of January 1, 1998:
 
  .  this offering;
  .  the redemption of our Senior Preferred Stock;
  .  the Preferred Stock Offering; and
  .  the repayment of debt.
 
   The pro forma balance sheet data are adjusted to give effect to the
transactions described above as if they had occurred on December 31, 1998.
 
   The Unaudited Pro Forma Consolidated Statements of Operations and Other Data
gives effect to these transactions as if they had occurred as of January 1,
1998, and the Unaudited Pro Forma Consolidated Balance Sheet gives effect to
these transactions as if they had occurred as of December 31, 1998. These
transactions are described in the accompanying notes to the Pro Forma
Consolidated Financial Statements. The pro forma data are based upon available
information and certain assumptions that management believes are reasonable.
The Pro Forma Consolidated Financial Statements do not purport to represent
what Radio One's results of operations or financial condition would actually
have been had these transactions occurred on the dates indicated or to project
Radio One's results of operations or financial condition for any future period
or date. The Pro Forma Consolidated Financial Statements should be read in
conjunction with the Consolidated Financial Statements of Radio One and the
historical consolidated financial statements of ROA, Bell Broadcasting, Allur-
Detroit, Richmond II and Richmond III included elsewhere in this prospectus,
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
 
   The pending acquisitions of the assets of WFUN-FM in St. Louis, and the
operations of the stations in Cleveland, Richmond and an East Coast market,
will be accounted for using the purchase method of accounting. After an
acquisition, the total consideration of such acquisition will be allocated to
the tangible and intangible assets acquired and liabilities assumed, if any,
based upon their respective estimated fair values. The
 
                                       21
<PAGE>
 
allocation of the aggregate total consideration included in the Pro Forma
Consolidated Financial Statements is preliminary as we believe further
refinement is impractical at this time. However, we do not expect that the
final allocation of the total consideration will materially differ from the
preliminary allocations.
 
    Unaudited Pro Forma Consolidated Statement of Operations and Other Data
 
<TABLE>
<CAPTION>
                                                          Year Ended December 31, 1998
                          ---------------------------------------------------------------------------------------------
                                                                 (in thousands)
                                                                                      Pro Forma
                                          Completed      Pro Forma      Pending     for Completed             Pro Forma
                                         Transactions  for Completed  Transactions   and Pending   Offerings     as
                          Historical(a) Adjustments(b) Transactions  Adjustments(c) Transactions  Adjustments Adjusted
                          ------------- -------------- ------------- -------------- ------------- ----------- ---------
<S>                       <C>           <C>            <C>           <C>            <C>           <C>         <C>
Statement of Operations:
Net broadcast revenue...     $46,109       $14,719        $60,828       $12,481        $73,309      $   --     $73,309
Station operating
 expenses...............      24,501         9,617         34,118         8,285         42,403          --      42,403
Corporate expenses......       2,800           413          3,213           --           3,213          --       3,213
Depreciation and
 amortization...........       8,445         7,125         15,570         6,007         21,577          --      21,577
                             -------       -------        -------       -------       --------      -------    -------
 Operating income.......      10,363        (2,436)         7,927        (1,811)         6,116                   6,116
Interest expense........      11,455         5,148         16,603         6,408         23,011            (d)
Other income (expense),
 net....................         358           (29)           329           122            451
Income tax benefit
 (expense)..............       1,575           905          2,480         2,990          5,470            (e)
                             -------       -------        -------       -------       --------      -------    -------
 Net income (loss)......     $   841       $(6,708)       $(5,867)      $(5,107)      $(10,974)     $          $
                             =======       =======        =======       =======       ========      =======    =======
Earnings per common
 share:
 Basic..................     $                            $                           $                        $
 Diluted................
Weighted average common
 shares outstanding:
 Basic..................
 Diluted................
Other Data:
Broadcast cash flow(f)..     $21,608                      $27,004                     $ 31,200                 $31,200
Broadcast cash flow
 margin(g)..............        46.9%                        44.4%                        42.6%                   42.6%
EBITDA (before non-cash
 compensation
 expense)(f)............     $18,808                      $23,791                     $ 27,987                 $27,987
After-tax cash flow(f)..       7,248                        7,517                        5,427
Cash interest
 expense(h).............       7,192                       12,340                       18,748
Capital expenditures....       2,236                        3,921                        4,534
Ratio of earnings to fixed charges(i)........................................................................        x
Ratio of total debt to EBITDA (before non-cash compensation expense).........................................        x
Ratio of EBITDA (before non-cash compensation expense) to interest expense...................................        x
Ratio of EBITDA (before non-cash compensation expense) to cash interest expense..............................        x
</TABLE>
 
Footnotes for the Unaudited Pro Forma Consolidated Statement of Operations and
Other Data for the Year Ended December 31, 1998
 
(a) See the consolidated financial statements included elsewhere in this
    prospectus.
 
(b) The table below gives effect to the acquisitions completed during the
    period from January 1, 1998 through March 31, 1999 as if they had occurred
    on January 1, 1998:
 
<TABLE>
<CAPTION>
                                  Bell
                              Broadcasting    Allur-Detroit        ROA        Pro Forma
                             Historical(/1/) Historical(/2/) Historical(/3/) Adjustments       Total
                             --------------- --------------- --------------- -----------      -------
                                                       (in thousands)
   <S>                       <C>             <C>             <C>             <C>              <C>
   Statement of Operations:
   Net broadcast revenue...      $2,025          $ 2,854         $10,140       $  (300)(/4/)  $14,719
   Station operating
    expenses...............       1,423            3,239           5,529          (574)(/5/)    9,617
   Corporate expenses......         663              336             667        (1,253)(/6/)      413
   Depreciation and
    amortization...........          63              194             896         5,972 (/7/)    7,125
                                 ------          -------         -------       -------        -------
     Operating income
      (loss)...............        (124)            (915)          3,048        (4,445)        (2,436)
   Interest expense........          52              383           2,007         2,706 (/8/)    5,148
   Other income (expense),
    net....................         (28)             (50)              7            42 (/9/)      (29)
   Income tax benefit
    (expense)..............         (14)             --             (499)        1,418 (/10/)     905
                                 ------          -------         -------       -------        -------
     Net income (loss).....      $ (218)         $(1,348)        $   549       $(5,691)       $(6,708)
                                 ======          =======         =======       =======        =======
</TABLE>
 
                                       22
<PAGE>
 
--------
(/1/See)the unaudited financial statements of Bell Broadcasting for the six
    months ended June 30, 1998, included elsewhere in this prospectus, which is
    the period during 1998 that Bell Broadcasting was not owned by Radio One.
(/2/Derived)from the unaudited financial statements of Allur-Detroit for the
    period from January 1, 1998 to December 28, 1998, which is the period
    during 1998 that the entity was not owned by Radio One.
(/3/See)the consolidated financial statements of ROA included elsewhere in the
    prospectus.
(/4/To)reflect the elimination of the management fee paid by ROA to Radio One
    for administrative services provided by Radio One.
(/5/To)record compensation expense of $105 for a manager and a general manager
    Radio One will need to hire to manage the Detroit market, eliminate bonuses
    of $115 paid by Allur-Detroit to employees because of the sale, and
    eliminate the salary, bonus and benefits of $564 paid to the previous
    Allur-Detroit general manager who was not retained by Radio One.
(/6/To)eliminate corporate expenses which Radio One does not expect to incur
    going forward which consist primarily of compensation of $617 to officers
    and former owners of Bell Broadcasting who were not retained by Radio One,
    the management fee of $300 paid by ROA to Radio One, and charitable
    contributions and management fees of $336 paid by the former owners of
    Allur-Detroit that would not have been distributed if the station had been
    owned by Radio One.
(/7/To)record the additional depreciation and amortization expense that would
    have been recognized if the Bell Broadcasting, Allur-Detroit, 20% of
    Dogwood, and ROA acquisitions had occurred.
 
(/8/To)record interest expense on acquisition financing, calculated as follows:
 
<TABLE>
     <S>                                                                 <C>
     Interest on Bell Broadcasting financing of $33,241 at 7.95% for
      six months.......................................................  $1,343
     Amortization of Bell Broadcasting deferred financing costs of $651
      over 5.5 years for six months....................................      59
     Less: Interest expense previously recorded by Bell Broadcasting...      52
     Interest on Allur-Detroit purchase price of $26,500 at 7.95%......   2,107
     Amortization of Allur-Detroit deferred financing costs of $358
      over 5 years.....................................................      72
     Less: Interest expense previously recorded by Allur-Detroit.......     383
     Interest on Dogwood purchase price of $3,500 at 7.95%.............     278
     Interest on ROA's debt paid at the acquisition of $16,212 at
      7.95%............................................................   1,289
     Less: Interest expense previously recorded by ROA.................   2,007
                                                                         ------
       Pro forma adjustment............................................  $2,706
                                                                         ======
</TABLE>
 
(/9/To)eliminate tax penalties incurred by Bell Broadcasting that are not
    expected to be incurred by Radio One on a going-forward basis.
 
(/10/To)record additional tax benefit related to additional loss as a result of
     the acquisitions.
 
(c) The table below gives effect to the acquisitions pending as of March 31,
    1998:
 
<TABLE>
<CAPTION>
                                                                                            East
                                                                                            Coast
                                                                                           Market
                          Cleveland      Richmond I      Richmond II    Richmond III     Acquisition      Pro Forma
                       Historical(/1/) Historical(/1/) Historical(/2/) Historical(/2/) Historical(/1/) Adjustments(/3/)    Total
                       --------------- --------------- --------------- --------------- --------------- ----------------   -------
                                                                    (in thousands)
   <S>                 <C>             <C>             <C>             <C>             <C>             <C>                <C>
   Statement of
    Operations:
   Net broadcast
    revenue..........      $3,295           $400           $1,062          $7,458           $266           $   --         $12,481
   Station operating
    expenses.........       1,979            368            1,002           4,668            268               --           8,285
   Corporate
    expenses.........         --              14               15             413            --               (442)(/4/)      --
   Depreciation and
    amortization.....         811              4              416             648            --              4,128 (/5/)    6,007
                           ------           ----           ------          ------           ----           -------        -------
     Operating income
      (loss).........         505             14             (371)          1,729             (2)           (3,686)        (1,811)
   Interest expense..         600            --               500             --             --              5,308 (/6/)    6,408
   Other income
    (expense), net...         101            --                21             --             --                --             122
   Income tax benefit
    (expense)........          (2)            (6)             --              --             --             2,998 (/7/)     2,990
                           ------           ----           ------          ------           ----           -------        -------
     Net income
      (loss).........      $    4           $  8           $ (850)         $1,729           $ (2)          $(5,996)       $(5,107)
                           ======           ====           ======          ======           ====           =======        =======
</TABLE>
--------
(/1/The)column represents the historical results of operations of the stations
    to be acquired for the year ended December 31, 1998. As these stations to
    be acquired did not prepare stand-alone financial statements, these
    financial statements were carved out from a larger entity and include the
    direct revenue and expenses charged to the stations and an allocation of
    those expenses which benefited the stations but were not directly charged
    to the stations. As these results of operations include allocated expenses,
    these financial statements do not represent what the results from
    operations would have been if the stations operated on a stand-alone basis
    or what they would have been if they were owned by Radio One.
 
                                       23
<PAGE>
 
(/2/The)column represents the historical results of operations for the year
    ended December 31, 1998 that were obtained from carveout audited financial
    statements. See the financial statements included elsewhere in this
    prospectus.
(/3/Historical)financial statements and pro forma adjustments related to the
    St. Louis acquisition have not been included in this pro forma income
    statement, because Radio One has determined that this acquisition is a
    purchase of assets. Income statement activity would not be relevant,
    because Radio One plans to take the current station off the air, reformat
    the station, and move it to a new location.
(/4/To)eliminate corporate management fees which would not be incurred by Radio
    One.
(/5/To)record additional amortization of $4,128 for intangibles related to the
    excess purchase price of $76,733 over 15 years, less the amortization
    previously recorded by the acquired companies.
(/6/To)record interest expense, calculated as follows:
(/7/)To record additional tax benefit related to additional loss as a result of
     the acquisitions.
 
<TABLE>
     <S>                                                               <C>
     Total acquisition cost for Cleveland, Richmond I, II and III and
      the East Coast market..........................................  $80,600
                                                                       =======
       Interest expense on total acquisition cost at 7.95% for one
        year.........................................................  $ 6,408
     Less: Interest expense previously recorded by acquired
      companies......................................................    1,100
                                                                       -------
       Pro forma adjustment..........................................  $ 5,308
                                                                       =======
</TABLE>
 
(d) To record the decrease in interest expense related to the use of proceeds
    of this offering and the Preferred Stock Offering, calculated as follows:
 
<TABLE>
     <S>                                                               <C>
     Proceeds of this offering........................................ $
     Proceeds of the Preferred Stock Offering.........................
                                                                       -------
       Total..........................................................
     Less: Retirement of preferred stock..............................
     Less: Underwriting discounts and commissions, and offering cost
      expenses........................................................
                                                                       -------
       Subtotal.......................................................
                                                                       -------
     Pro forma adjustment............................................. $
                                                                       =======
</TABLE>
 
(e) To record the tax effect of the reduction in interest expense.
 
(f) Broadcast cash flow consists of operating income before depreciation,
    amortization, non-cash compensation expense, local marketing agreement fees
    and corporate expenses. EBITDA (before non-cash compensation expense)
    consists of operating income before depreciation, amortization, non-cash
    compensation expense and local marketing agreement fees. After-tax cash
    flow consists of income before income tax benefit (expense) and
    extraordinary items, minus net gain on sale of assets (net of tax) and the
    current income tax provision, plus depreciation and amortization expense
    and non-cash compensation expense. Although broadcast cash flow, EBITDA
    (before non-cash compensation expense), and after-tax cash flow are not
    measures of performance or liquidity calculated in accordance with GAAP, we
    believe that these measures are useful to an investor in evaluating Radio
    One because these measures are widely used in the broadcast industry as a
    measure of a radio broadcasting company's performance. Nevertheless,
    broadcast cash flow, EBITDA (before non-cash compensation expense) and
    after-tax cash flow should not be considered in isolation from or as a
    substitute for net income, cash flows from operating activities and other
    income or cash flow statement data prepared in accordance with GAAP, or as
    a measure of profitability or liquidity. Moreover, because broadcast cash
    flow, EBITDA (before non-cash compensation expense) and after-tax cash flow
    are not measures calculated in accordance with GAAP, these performance
    measures are not necessarily comparable to similarly titled measures
    employed by other companies.
 
(g) Broadcast cash flow margin is defined as broadcast cash flow divided by net
    broadcast revenue.
 
(h) Cash interest expense is calculated as interest expense less non-cash
    interest, including the accretion of principal, the amortization of
    discounts on debt and the amortization of deferred financing costs, for the
    indicated period.
 
                                       24
<PAGE>
 
(i) For purposes of this calculation, earnings consist of income (loss) before
    income taxes, extraordinary items and fixed charges without including any
    activities relating to the acquisition of WYCB-AM, an Unrestricted
    Subsidiary. Fixed charges consist of interest expense, including the
    amortization of discounts on debt and the amortization of deferred
    financing costs. Earnings were insufficient to cover fixed charges for the
    fiscal year ended December 31, 1998, by approximately $734,000 and on a pro
    forma as adjusted basis for the year ended December 31, 1998, by
    approximately $    million.
 
                                       25
<PAGE>
 
                 Unaudited Pro Forma Consolidated Balance Sheet
 
<TABLE>
<CAPTION>
                                                            As of December 31, 1998
                       -----------------------------------------------------------------------------------------------------
                                                                                    Pro Forma for
                                         Completed    Pro Forma for     Pending       Completed
                                       Transactions     Completed    Transactions    and Pending   Offerings      Pro Forma
                       Historical (a) Adjustments (b) Transactions  Adjustments (c) Transactions  Adjustments    as Adjusted
                       -------------- --------------- ------------- --------------- ------------- -----------    -----------
                                                                 (in thousands)
<S>                    <C>            <C>             <C>           <C>             <C>           <C>            <C>
ASSETS
Current assets:
 Cash and cash
  equivalents........     $  4,455        $(2,989)      $  1,466       $(94,200)      $(92,734)    $        (d)    $
 Trade accounts
  receivable, net....       12,026          2,479         14,505            703         15,208          --
 Prepaid expenses
  and other..........          334            202            536             31            567          --
 Deferred taxes......          826            164            990            --             990          --
                          --------        -------       --------       --------       --------     --------        -------
   Total current
    assets...........       17,641           (144)        17,497        (93,466)       (75,969)
Property and
 equipment, net......        6,717          1,758          8,475          3,133         11,608          --
Intangible assets,
 net.................      127,639         49,147        176,786         90,333        267,119          --
Deferred taxes.......          --              60             60            --              60          --
Other assets.........        1,859             40          1,899            --           1,899          --
                          --------        -------       --------       --------       --------     --------        -------
   Total assets......     $153,856        $50,861       $204,717       $    --        $204,717     $               $
                          ========        =======       ========       ========       ========     ========        =======
LIABILITIES AND
 STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable
  and accrued
  expenses...........     $  4,898        $ 1,189       $  6,087       $    --        $  6,087     $    --         $
 Income taxes
  payable............          143            --             143            --             143          --
                          --------        -------       --------       --------       --------     --------        -------
   Total current
    liabilities......        5,041          1,189          6,230            --           6,230          --
Bank Credit
 Facility............       49,350         16,437         65,787            --          65,787              (e)
12% Notes due 2004...       78,458            --          78,458            --          78,458          --
WYCB acquisition
 debt................        3,841            --           3,841            --           3,841          --
Other long-term
 debt................           90            --              90            --              90          --
Deferred tax
 liability...........       15,251            --          15,251            --          15,251          --
                          --------        -------       --------       --------       --------     --------        -------
   Total
    liabilities......      152,031         17,626        169,657            --         169,657
                          --------        -------       --------       --------       --------     --------        -------
Senior Preferred
 Stock:
 Series A............       10,816            --          10,816            --          10,816              (f)        --
 Series B............       15,868            --          15,868            --          15,868              (f)        --
 New Preferred
  Stock..............          --             --             --             --             --               (f)
                          --------        -------       --------       --------       --------     --------        -------
                            26,684            --          26,684            --          26,684
                          --------        -------       --------       --------       --------     --------        -------
Stockholders' equity
 (deficit):
 Class A Common
  Stock..............          --             --             --             --             --               (g)
 Class B Common
  Stock..............          --             --             --             --             --
 Class C Common
  Stock..............          --             --             --             --             --
 Additional paid in
  capital............          --          33,235         33,235            --          33,235              (g)
 Accumulated
  earnings
  (deficit)..........      (24,859)           --         (24,859)           --         (24,859)
                          --------        -------       --------       --------       --------     --------        -------
   Total
    stockholders'
    equity
    (deficit)........      (24,859)        33,235          8,376            --           8,376
                          --------        -------       --------       --------       --------     --------        -------
   Total liabilities
    and stockholders'
    equity
    (deficit)........     $153,856        $50,861       $204,717       $    --        $204,717     $               $
                          ========        =======       ========       ========       ========     ========        =======
</TABLE>
 
                                       26
<PAGE>
 
Footnotes for the Unaudited Pro Forma Consolidated Balance Sheet as of December
31, 1998
 
(a) See the Consolidated Financial Statements included elsewhere in this
    prospectus.
 
(b) The table below gives effect to the acquisition of ROA, the retirement of
    ROA's outstanding debt and the purchase of the remaining 20% of Dogwood.
 
<TABLE>
<CAPTION>
                                             As of December 31, 1998
                                       ---------------------------------------
                                             ROA        Pro Forma
                                       Historical(/1/) Adjustments      Total
                                       --------------- -----------     -------
                                                 (in thousands)
   <S>                                 <C>             <C>             <C>
   ASSETS
   Current Assets:
     Cash and cash equivalents.......      $ 1,711       $(4,700)(/2/) $(2,989)
     Trade accounts receivable, net..        2,479           --          2,479
     Prepaid expenses and other......          202           --            202
     Deferred taxes..................          164           --            164
                                           -------       -------       -------
       Total current assets..........        4,556        (4,700)         (144)
   Property and equipment, net.......        1,758           --          1,758
   Intangible assets, net............       10,867        38,280 (/3/)  49,147
   Deferred taxes....................           60           --             60
   Other assets......................           40           --             40
                                           -------       -------       -------
       Total assets..................      $17,281       $33,580       $50,861
                                           =======       =======       =======
   LIABILITIES AND STOCKHOLDERS'
    EQUITY
   Current Liabilities:
     Account payable and accrued
      expenses.......................      $ 1,189       $   --        $ 1,189
     Current portion of long-term
      debt...........................          327          (327)(/4/)     --
                                           -------       -------       -------
       Total current liabilities.....        1,516          (327)        1,189
   Long-term debt and deferred
    interest.........................       15,525           912 (/4/)  16,437
                                           -------       -------       -------
       Total liabilities.............       17,041           585        17,626
                                           -------       -------       -------
   Stockholders' Equity (Deficit):
     Common Stock....................           10           (10)(/5/)     --
     Additional paid in capital......        1,390        31,845 (/5/)  33,235
     Accumulated earnings (deficit)..       (1,160)        1,160 (/5/)     --
                                           -------       -------       -------
       Total stockholders' equity ...          240        32,995        33,235
                                           -------       -------       -------
       Total liabilities and
        stockholders' equity ........      $17,281       $33,580       $50,861
                                           =======       =======       =======
</TABLE>
--------
(1) See the Consolidated Financial Statements included elsewhere in this
    prospectus.
(2) To reflect the $3,500 payment for the remaining 20% interest in Dogwood and
    a $1,200 fee paid by ROA to a stockholder for arranging the acquisition.
(3) To reflect the acquisition of the remaining 20% interest in Dogwood for
    $3,500 and the step up of the assets from the acquisition of ROA. Radio One
    applied step up accounting to the portion of ROA owned by non-Radio One
    stockholders and non-controlling stockholders of ROA. The portion of ROA
    owned by the controlling stockholder of ROA and stockholder of Radio One
    was accounted for based on historical cost. The valuation of ROA for
    purposes of the step-up adjustment was based on Radio One's estimate of
    ROA's value as of the date the parties agreed in principle to the
    acquisition.
(4) To record the refinancing of ROA's outstanding debt of $15,852 plus
    unamortized discount of $360 and deferred financing costs of $225 related
    to the Bank Credit Facility.
(5) To eliminate the stockholders' equity accounts of ROA, record the increase
    to additional paid in capital for the step up of the assets related to the
    ROA acquisition, reduce net equity for the write-off of the unamortized
    discount and deferred financing costs on ROA's debt and to record a $1,200
    fee paid by ROA to a stockholder for arranging the acquisition.
 
                                       27
<PAGE>
 
(c) The table below gives effect to the Pending Transactions as of March 31,
    1999 as if they had occurred on December 31, 1998.
 
<TABLE>
<CAPTION>
                                                           As of December 31, 1998
                    ---------------------------------------------------------------------------------------------------------
                                                                                     St. Louis and
                                                                                      East Coast
                                                                                        Market
                       Cleveland      Richmond I      Richmond II    Richmond III    Acquisitions   Acquisitions
                    Historical(/1/) Historical(/1/) Historical(/3/) Historical(/3/) Historical(/2/) Adjustments       Total
                    --------------- --------------- --------------- --------------- --------------- ------------     --------
                                                               (in thousands)
<S>                 <C>             <C>             <C>             <C>             <C>             <C>              <C>
ASSETS
Current Assets:
 Cash and cash
  equivalents......     $  --            $ --           $   34          $  142          $  --         $(94,376)(/4/) $(94,200)
 Trade accounts
  receivable,
  net..............        315              62             326           1,400             --           (1,400)(/5/)      703
 Prepaid expenses
  and other........        --              --              --               31             --              --              31
                        ------           -----          ------          ------          ------        --------       --------
   Total current
    assets.........        315              62             360           1,573             --          (95,776)       (93,466)
Property and
 equipment, net....        825              27           1,079           1,202             --              --           3,133
Intangible assets,
 net...............      4,788             --            3,343           3,692             --           78,510 (/6/)   90,333
Other assets.......        --              --              --              --              --              --             --
Deferred taxes.....        --              --              --              --              --              --
                        ------           -----          ------          ------          ------        --------       --------
   Total assets....     $5,928           $  89          $4,782          $6,467          $  --         $(17,266)      $    --
                        ======           =====          ======          ======          ======        ========       ========
LIABILITIES AND
 STATION EQUITY
Current
 Liabilities:
 Accounts payable
  and accrued
  expenses.........     $  --            $ --           $  168          $  566          $  --         $   (734)(/7/) $    --
 Current portion
  of long-term
  debt.............        --              --            5,013             --              --           (5,013)(/7/)      --
                        ------           -----          ------          ------          ------        --------       --------
   Total current
    liabilities....        --              --            5,181             566             --           (5,747)(/7/)      --
Long-term debt and
 deferred
 interest..........        --              --               49             --              --              (49)(/7/)      --
                        ------           -----          ------          ------          ------        --------       --------
   Total
    liabilities....        --              --            5,230             566             --           (5,796)           --
Station equity
 (deficit).........      5,928              89            (448)          5,901             --          (11,470)(/8/)      --
                        ------           -----          ------          ------          ------        --------       --------
   Total
    liabilities and
    station equity
    (deficit)......     $5,928           $  89          $4,782          $6,467          $  --         $(17,266)      $    --
                        ======           =====          ======          ======          ======        ========       ========
</TABLE>
--------
(1) The column represents the historical balance sheet of the stations
    acquired. As the stations acquired did not prepare stand-alone financial
    statements, these financial statements were carved out from a larger entity
    and include the assets and liabilities of the stations to be acquired.
(2) Historical financial statements related to the St. Louis and East Coast
    market acquisitions have not been included in this pro forma balance sheet
    because Radio One has determined that these acquisitions are purchases of
    the license only.
(3) See Financial Statements included elsewhere in this prospectus.
(4) To reflect the cash paid by Radio One of $94,200 for the St. Louis,
    Cleveland, Richmond I, II and III and East Coast market acquisitions and to
    reflect cash not assumed from acquired companies.
(5) To eliminate the trade accounts receivable not purchased in the Richmond
    III acquisition.
(6) To record intangible assets booked as a result of the acquisitions,
    calculated as follows:
 
<TABLE>
<CAPTION>
                                                        Net Tangible
                                               Purchase    Assets    Intangibles
                                                Price     Acquired    Acquired
                                               -------- ------------ -----------
     <S>                                       <C>      <C>          <C>
     Total.................................... $94,200     $3,867      $90,333
     Less: Intangibles recorded on historical books.................    11,823
                                                                       -------
       Pro forma adjustment.........................................   $78,510
                                                                       =======
</TABLE>
(7) To eliminate accounts payable, accrued expenses and debt that will not be
    assumed by Radio One.
(8) To eliminate the station equity from the entities acquired.
 
(d) To reflect the net proceeds of this offering at an assumed public offering
    price of $    per share and to reflect the Preferred Stock Offering less
    underwriting discounts and commissions, offering expenses of $     ,
    redemption of the Senior Preferred Stock and retirement of debt.
 
                                       28
<PAGE>
 
(e) To reflect the retirement of debt with the proceeds from this offering.
 
(f) To reflect proceeds of $50,000 from the Preferred Stock Offering, and the
    redemption of the Senior Preferred Stock.
 
(g) To reflect the net proceeds of this offering less underwriting discounts,
    commissions and offering expenses.
 
                                       29
<PAGE>
 
                SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
 
   The following table contains selected historical consolidated financial data
with respect to Radio One. The selected historical consolidated financial data
have been derived from the Consolidated Financial Statements of Radio One for
each of the fiscal years for the five year period ended December 31, 1998,
which have been audited by Arthur Andersen LLP, independent public accountants.
The selected historical consolidated financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Consolidated Financial Statements of Radio
One included elsewhere in this prospectus.
 
   The following table includes information regarding broadcast cash flow,
EBITDA, and after-tax cash flow. Broadcast cash flow consists of operating
income before depreciation, amortization, non-cash compensation expense, local
marketing agreement fees and corporate expenses. EBITDA consists of operating
income before depreciation, amortization, and local marketing agreement fees.
After-tax cash flow consists of income before income tax benefit (expense) and
extraordinary items, minus net gain on sale of assets (net of tax) and the
current income tax provision, plus depreciation and amortization expense.
Although broadcast cash flow, EBITDA, and after-tax cash flow are not measures
of performance or liquidity calculated in accordance with GAAP, we believe that
these measures are useful to an investor in evaluating Radio One because these
measures are widely used in the broadcast industry as a measure of a radio
broadcasting company's performance. Nevertheless, broadcast cash flow, EBITDA
and after-tax cash flow should not be considered in isolation from or as a
substitute for net income, cash flows from operating activities and other
income or cash flow statement data prepared in accordance with GAAP, or as a
measure of profitability or liquidity. Moreover, because broadcast cash flow,
EBITDA and after-tax cash flow are not measures calculated in accordance with
GAAP, these performance measures are not necessarily comparable to similarly
titled measures employed by other companies.
 
                                       30
<PAGE>
 
<TABLE>
<CAPTION>
                                          Fiscal Year Ended(/1/)
                                 --------------------------------------------
                                  Dec.              December 31,
                                   25,    -----------------------------------
                                  1994     1995     1996     1997      1998
                                 -------  -------  -------  -------  --------
                                  (in thousands, except per share data)
<S>                              <C>      <C>      <C>      <C>      <C>
Statement of Operations:
Net broadcast revenue........... $15,541  $21,455  $23,702  $32,367  $ 46,109
Station operating expenses......   8,506   11,736   13,927   18,848    24,501
Corporate expenses..............   1,128    1,995    1,793    2,155     2,800
Depreciation and amortization...   2,027    3,912    4,262    5,828     8,445
                                 -------  -------  -------  -------  --------
  Operating income..............   3,880    3,812    3,720    5,536    10,363
Interest expense(/2/)...........   2,665    5,289    7,252    8,910    11,455
Other income (expense), net.....      38       89      (77)     415       358
Income tax benefit
 (expense)(/3/).................     (30)     --       --       --      1,575
                                 -------  -------  -------  -------  --------
  Income (loss) before
   extraordinary item...........   1,223   (1,388)  (3,609)  (2,959)      841
Extraordinary loss..............     --       468      --     1,985       --
                                 -------  -------  -------  -------  --------
  Net income (loss)............. $ 1,223  $(1,856) $(3,609) $(4,944) $    841
                                 =======  =======  =======  =======  ========
Earnings per common share:(/4/)
  Basic......................... $        $        $        $        $
  Diluted.......................
Weighted average common shares
 outstanding:(/4/)
  Basic.........................
  Diluted.......................
Other Data:
Broadcast cash flow............. $ 7,035  $ 9,719  $ 9,775  $13,519  $ 21,608
Broadcast cash flow
 margin(/5/)....................    45.3%    45.3%    41.2%    41.8%     46.9%
EBITDA (before non-cash
 compensation).................. $ 5,907  $ 7,724  $ 7,982  $11,364  $ 18,808
After-tax cash flow.............   2,763    2,524      806    2,869     7,248
Cash interest expense(/6/)......   2,356    5,103    4,815    4,413     7,192
Capital expenditures............     639      224      252    2,035     2,236
Balance Sheet Data (at period
 end):
Cash and cash equivalents.......................................     $  4,455
Intangible assets, net..........................................      127,639
Total assets....................................................      153,856
Total debt (including current portion and deferred interest)....      131,739
Preferred stock.................................................       26,684
Total stockholders' deficit.....................................       24,859
</TABLE>
--------
(/1/Year-to-year)comparisons are significantly affected by Radio One's
    acquisition of various radio stations during the periods covered. See
    "Management's Discussion and Analysis of Financial Condition and Results of
    Operations." Prior to the fiscal year ended December 31, 1996, Radio One's
    accounting reporting period was based on a fifty-two/fifty-three week
    period ending on the last Sunday of the calendar year. During 1996, we
    changed our fiscal year end to December 31.
(/2/Interest)expense includes non-cash interest, such as the accretion of
    principal, the amortization of discounts on debt and the amortization of
    deferred financing costs.
(/3/From)January 1, 1996 to May 19, 1997, Radio One elected to be treated as an
    S corporation for U.S. federal and state income tax purposes and,
    therefore, generally was not subject to income tax at the corporate level
    during that period.
(/4/Assumes)a     for one stock split, the exercise of warrants to acquire
    shares of Common Stock and      shares of Common Stock issued to employees
    were effective for all periods presented.
(/5/Broadcast)cash flow margin is defined as broadcast cash flow divided by net
    broadcast revenue.
(/6/Cash)interest expense is calculated as interest expense less non-cash
    interest, including the accretion of principal, the amortization of
    discounts on debt and the amortization of deferred financing costs, for the
    indicated period.
 
                                       31
<PAGE>
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
   The following information should be read in conjunction with "Selected
Historical Consolidated Financial Data" and the Financial Statements and the
notes thereto included elsewhere in this prospectus.
 
Introduction
 
   The net broadcast revenue of Radio One is derived from local and national
advertisers and, to a much lesser extent, ticket and other revenue related to
special events sponsored by Radio One throughout the year. Our significant
broadcast expenses are employee salaries and commissions, programming expenses,
advertising and promotion expenses, rental of premises for studios and rental
of transmission tower space and music license royalty fees. We strive to
control these expenses by centralizing certain functions such as finance,
accounting, legal, human resources and management information systems and the
overall programming management function, as well as using our multiple
stations, market presence and purchasing power to negotiate favorable rates
with certain vendors and national representative selling agencies. Depreciation
and amortization of costs associated with the acquisition of the stations and
interest carrying charges are significant factors in determining Radio One's
overall profitability.
 
   Radio One's net broadcast revenue is affected primarily by the advertising
rates our radio stations are able to charge as well as the overall demand for
radio advertising time in a market. Advertising rates are based primarily on
(i) a radio station's audience share in the demographic groups targeted by
advertisers, as measured principally by quarterly reports (and to a lesser
extent, by monthly reports) developed by Arbitron, (ii) the number of radio
stations in the market competing for the same demographic groups, and (iii) the
supply of and demand for radio advertising time. Advertising rates are
generally highest during morning and afternoon commuting hours. In 1998,
approximately 67.4% of Radio One's revenue was generated from local advertising
and 30.3% was generated from national spot advertising. The balance of 1998
revenue was generated primarily from network advertising, tower rental income
and ticket and other revenue related to Radio One sponsored events.
 
   The performance of an individual radio station or cluster of radio stations
in a particular market is customarily measured by its ability to generate net
broadcast revenue and broadcast cash flow, although broadcast cash flow is not
a measure utilized under GAAP. Broadcast cash flow should not be considered in
isolation from, nor as a substitute for, operating income, net income, cash
flow, or other consolidated income or cash flow statement data computed in
accordance with GAAP, nor as a measure of Radio One's profitability or
liquidity. Despite its limitations, broadcast cash flow is widely used in the
broadcasting industry as a measure of a company's operating performance because
it provides a meaningful measure of comparative radio station performance,
without regard to items such as depreciation and amortization (which can vary
depending upon accounting methods and the book value of assets, particularly in
the case of acquisitions) and corporate expenses.
 
   Radio One's operating results in any period may be affected by advertising
and promotion expenses that do not produce commensurate net broadcast revenue
in the period in which such expenses are incurred. We generally incur
advertising and promotion expenses in order to increase listenership and
Arbitron ratings. Increased advertising revenue may wholly or partially lag
behind the incurrence of such advertising and promotion expenses because
Arbitron only reports complete ratings information on a quarterly basis.
 
   In the broadcasting industry, radio stations often utilize trade (or barter)
agreements to reduce expenses by exchanging advertising time for goods or
services. In order to maximize cash revenue from our spot inventory, we
minimize the use of trade agreements and have reduced trade revenue to
approximately 1.2% of our gross revenue in 1998, down from approximately 4.2%
in 1996.
 
   Radio One calculates "same station" growth over a particular period by
comparing performance of stations owned (or operated under an LMA) during the
current period with the performance of the same
 
                                       32
<PAGE>
 
stations for the corresponding period in the prior year. However, no station
will be included in such a comparison unless it has been owned (or operated
under an LMA) for at least one month of every quarter included in each of the
current and corresponding prior-year periods.
 
   From January 1, 1996, to December 31, 1998, Radio One acquired six radio
stations. On May 19, 1997, Radio One acquired WPHI-FM (formerly WDRE-FM), in
Philadelphia, for approximately $20.0 million (after having operated the
station under an LMA since February 8, 1997). On March 16, 1998, Radio One,
through an Unrestricted Subsidiary, acquired BHI, owner and operator of WYCB-
AM, in Washington, D.C., for approximately $3.8 million. On June 30, 1998,
Radio One acquired Bell Broadcasting, owner and operator of WDTJ-FM (formerly
WCHB-FM) and WCHB-AM in Detroit, and WJZZ-AM in Kingsley, Michigan, for
approximately $34.2 million. On December 28, 1998, Radio One acquired Allur-
Detroit, owner and operator of WWBR-FM, in Detroit, for approximately $26.5
million.
 
   The consolidated financial statements of Radio One included elsewhere in
this prospectus set forth the results of operations of: WPHI-FM for
approximately 11 months of fiscal year 1997 (including the LMA period) and for
fiscal year 1998; WYCB-AM from March 16, 1998, through the end of fiscal year
1998; Bell Broadcasting from July 1, 1998, through the end of fiscal year 1998;
and Allur-Detroit from December 29, 1998, through the end of fiscal year 1998.
The discussion below concerning results of operations reflects the operations
of radio stations Radio One owned and/or managed by during the periods
presented. As a result of the acquisition of WPHI-FM in May 1997 (with an LMA
for this station beginning in February 1997), WYCB-AM in March 1998, Bell
Broadcasting in June 1998, and Allur-Detroit in December 1998, Radio One's
historical financial data prior to such times are not directly comparable to
Radio One's historical financial data for subsequent periods. Additionally, due
to recent acquisition activity, our 1998 pro forma results differ materially
from our actual 1998 results. For the year ended December 31, 1998, pro forma
for completed transactions, net broadcast revenue and broadcast cash flow were
approximately $60.8 million and $27.0 million, respectively, compared to actual
net broadcast revenue and broadcast cash flow of $46.1 million and $21.6
million, respectively.
 
 
                                       33
<PAGE>
 
                             Results of Operations
 
   The following table summarizes Radio One's historical consolidated results
of operations.
 
<TABLE>
<CAPTION>
                                                    Year Ended December 31,
                                                    -------------------------
                                                     1996     1997     1998
                                                    -------  -------  -------
                                                        (in thousands)
   <S>                                              <C>      <C>      <C>
   Statement of Operations:
   Net broadcast revenue........................... $23,702  $32,367  $46,109
   Station operating expenses......................  13,927   18,848   24,501
   Corporate expenses..............................   1,793    2,155    2,800
   Depreciation and amortization...................   4,262    5,828    8,445
                                                    -------  -------  -------
     Operating income..............................   3,720    5,536   10,363
   Interest expense................................   7,252    8,910   11,455
   Other income (expense), net.....................     (77)     415      358
                                                    -------  -------  -------
   Loss before benefit for income taxes and
    extraordinary item.............................  (3,609)  (2,959)    (734)
                                                    -------  -------  -------
   Income tax benefit..............................     --       --     1,575
                                                    -------  -------  -------
     Income (loss) before extraordinary item.......  (3,609)  (2,959)     841
   Extraordinary loss..............................     --     1,985      --
                                                    -------  -------  -------
     Net income (loss)............................. $(3,609) $(4,944) $   841
                                                    =======  =======  =======
   Broadcast cash flow............................. $ 9,775  $13,519  $21,608
   Broadcast cash flow margin......................    41.2%    41.8%    46.9%
   EBITDA.......................................... $ 7,982  $11,364  $18,808
   After-tax cash flow.............................     806    2,869    7,248
</TABLE>
 
Fiscal Year Ended December 31, 1998 Compared to Fiscal Year Ended December 31,
1997
 
   Net Broadcast Revenue. Net broadcast revenue increased to approximately
$46.1 million for the fiscal year ended December 31, 1998, from approximately
$32.4 million for the fiscal year ended December 31, 1997, or 42.3%.
Approximately $3.8 million of the increase was attributable to stations
acquired during 1998. On a same station basis, net revenue for the period
increased approximately 30.6% to approximately $42.3 million in 1998 from
approximately $32.4 million in 1997. This increase was the result of continuing
broadcast revenue growth in Radio One's Washington, D.C., Baltimore, and
Philadelphia markets as we benefitted from ratings increases at certain of our
radio stations, improved power ratios at these stations and radio market
growth.
 
   Station Operating Expenses. Station operating expenses excluding
depreciation and amortization increased to approximately $24.5 million for the
fiscal year ended December 31, 1998, from approximately $18.8 million for the
fiscal year ended December 31, 1997, or 30.3%. Approximately $2.5 million of
the increase was attributable to stations acquired during 1998. On a same
station basis, station operating expenses for the period increased
approximately 17.0% to approximately $22.0 million in 1998 from approximately
$18.8 million in 1997. This increase was primarily related to increases in
sales commissions and license fees due to significant revenue growth, as well
as additional programming costs related to ratings gains at some of our larger
radio stations.
 
   Corporate Expenses. Corporate expenses increased to approximately $2.8
million for the fiscal year ended December 31, 1998, from approximately $2.2
million for the fiscal year ended December 31, 1997, or 27.3%. This increase
was due primarily to growth in the corporate staff consistent with our overall
expansion, annual costs associated with the 12% Notes due 2004 and costs
associated with our public reporting requirements.
 
                                       34
<PAGE>
 
   Depreciation and Amortization. Depreciation and amortization increased to
approximately $8.4 million for the fiscal year ended December 31, 1998, from
approximately $5.8 million for the fiscal year ended December 31, 1997, or
44.8%. This increase was due primarily to our asset growth as well as our
acquisitions in 1998.
 
   Operating Income. Operating income increased to approximately $10.4 million
for the fiscal year ended December 31, 1998, from approximately $5.5 million
for the fiscal year ended December 31, 1997, or 89.1%. This increase was
attributable to the increases in broadcast revenues partially offset by higher
operating expenses and higher depreciation and amortization expenses as
described above.
 
   Interest Expense. Interest expense increased to approximately $11.5 million
for the fiscal year ended December 31, 1998, from approximately $8.9 million
for the fiscal year ended December 31, 1997, or 29.2%. This increase was
primarily due to the 12% Notes Offering, the retirement of our approximately
$45.6 million bank credit facility and borrowings under our Bank Credit
Facility associated with the Bell Broadcasting acquisition.
 
   Other Income. Other income decreased to $358,000 for the fiscal year ended
December 31, 1998, from $415,000 for the fiscal year ended December 31, 1997,
or 13.7%. This decrease was primarily attributable to lower interest income due
to lower cash balances as we used a portion of our cash balances to help fund
the Bell Broadcasting acquisition.
 
   Loss before Benefit from Income Taxes. Loss before benefit from income taxes
decreased to $734,000 for the fiscal year ended December 31, 1998, from
approximately $3.0 million for the fiscal year ended December 31, 1997, or
75.5%. This decrease was due to higher operating income partially offset by
higher interest expense and lower other income. The income tax benefit of
approximately $1.6 million for the year ended December 31, 1998, was the result
of reversing our valuation allowance recorded in prior years related to our net
operating loss carryforward and other deferred tax assets, offset by an income
tax provision of $483,000 as we had net income for tax reporting purposes as a
result of non-deductible amortization expense for income tax purposes. Certain
intangible assets acquired as a result of the Bell Broadcasting acquisition
maintained their old income tax basis because the Bell Broadcasting acquisition
was a stock purchase.
 
   Net Income (Loss). Net income increased to $841,000 for the fiscal year
ended December 31, 1998, from a net loss of approximately $4.9 million for the
fiscal year ended December 31, 1997. The increase was due to higher operating
income and an income tax benefit, partially offset by higher interest expense
as described above and an approximate $2.0 million extraordinary loss related
to the refinancing of debt.
 
   Broadcast Cash Flow. Broadcast cash flow increased to approximately $21.6
million for the fiscal year ended December 31, 1998, from approximately $13.5
million for the fiscal year ended December 31, 1997, or 60.0%. Approximately
$1.3 million of the increase was attributable to stations acquired during 1998.
On a same station basis, broadcast cash flow for the period increased
approximately 50.4% to approximately $20.3 million in 1998 from approximately
$13.5 million in 1997. This increase was attributable to the increase in net
broadcast revenue partially offset by higher station operating expenses as
described above.
 
   Our broadcast cash flow margin increased to approximately 46.9% for the
fiscal year ended December 31, 1998, from 41.8% for the fiscal year ended
December 31, 1997. On a same station basis, broadcast cash flow margin for the
period increased to approximately 48.0% in 1998 from approximately 41.8% in
1997. This increase was the result of strong revenue gains in our more mature
markets partially offset by slower expense growth in those markets. The lower
actual broadcast cash flow margin versus that reported on a same station basis
for 1998 was the result of our recent entrance into the Detroit market where we
acquired underperforming stations with profit margins lower than those of many
of the radio stations we own in markets in which we have operated for a longer
period of time.
 
 
                                       35
<PAGE>
 
   EBITDA. EBITDA increased to approximately $18.8 million for the fiscal year
ended December 31, 1998, from approximately $11.4 million for the fiscal year
ended December 31, 1997, or 64.9%. This increase was attributable to the
increase in net broadcast revenue partially offset by higher station operating
and corporate expenses as described above.
 
   After-Tax Cash Flow. After-tax cash flow increased to approximately $7.2
million for the fiscal year ended December 31, 1998, from approximately $2.9
million for the fiscal year ended December 31, 1997, or 148.3%. This increase
was attributable to higher net income and depreciation and amortization as
described above.
 
Fiscal Year Ended December 31, 1997 Compared to Fiscal Year Ended December 31,
1996
 
   Net Broadcast Revenue. Net broadcast revenue increased to approximately
$32.4 million for the fiscal year ended December 31, 1997, from approximately
$23.7 million for the fiscal year ended December 31, 1996, or 36.7%.
Approximately $2.6 million of the increase was attributable to stations
acquired during 1997. On a same station basis, net revenue for the period
increased approximately 25.7% to approximately $29.8 million in 1997 from
approximately $23.7 million in 1996. This increase was primarily the result of
significant net broadcast revenue growth in our Washington, D.C. and Baltimore
markets as we benefitted from ratings increases at our larger radio stations as
well as radio market growth.
 
   Station Operating Expenses. Station operating expenses excluding
depreciation and amortization increased to approximately $18.8 million for the
fiscal year ended December 31, 1997, from approximately $13.9 million for the
fiscal year ended December 31, 1996, or 35.3%. Approximately $2.4 million of
the increase was attributable to stations acquired during 1997. On a same
station basis, station operating expenses for the period increased
approximately 18.0% to approximately $16.4 million in 1997 from approximately
$13.9 million in 1996. This increase was due to higher sales, programming and
administrative costs associated with the significant net broadcast revenue
growth and ratings gains at our radio stations.
 
   Corporate Expenses. Corporate expenses increased to approximately $2.2
million for the fiscal year ended December 31, 1997, from approximately $1.8
million for the fiscal year ended December 31, 1996, or 22.2%. This increase
was due primarily to growth in the corporate staff consistent with our overall
expansion, annual costs associated with the 12% Notes due 2004 and the costs
associated with our public reporting requirements.
 
   Depreciation and Amortization. Depreciation and amortization increased to
approximately $5.8 million for the fiscal year ended December 31, 1997, from
approximately $4.3 million for the fiscal year ended December 31, 1996, or
34.9%. This increase was due primarily to our acquisition of WPHI-FM (formerly
WDRE-FM) in 1997.
 
   Operating Income. Operating income increased to approximately $5.5 million
for the fiscal year ended December 31, 1997, from approximately $3.7 million
for the fiscal year ended December 31, 1996, or 48.6%. This increase was
attributable to the increases in net broadcast revenue partially offset by
higher operating expenses, higher depreciation and amortization expenses and
start-up losses incurred earlier in 1997 related to the acquisition of WPHI-FM.
 
   Interest Expense. Interest expense increased to approximately $8.9 million
for the fiscal year ended December 31, 1997, from approximately $7.3 million
for the fiscal year ended December 31, 1996, or 21.9%. This increase related
primarily to the 12% Notes Offering and the associated retirement of our $45.6
million bank credit facility at that time.
 
   Other Income (Loss). Other income increased to approximately $415,000 for
the fiscal year ended December 31, 1997, from a loss of approximately $77,000
for the fiscal year ended December 31, 1996. This increase was primarily
attributable to higher interest income due to higher cash balances associated
with our cash flow growth and capital raised in the 12% Notes Offering.
 
                                       36
<PAGE>
 
   Loss before Benefit for Income Taxes. Loss before provision for income taxes
and extraordinary item decreased to approximately $3.0 million for the fiscal
year ended December 31, 1997, from approximately $3.6 million for the fiscal
year ended December 31, 1996, or 16.7%. The decrease was due to higher
operating and other income partially offset by higher interest expense
associated with the 12% Notes Offering.
 
   Net Loss. Net loss increased to approximately $4.9 million for the fiscal
year ended December 31, 1997, from approximately $3.6 million for the fiscal
year ended December 31, 1996, or 36.1%. This increase was due to a loss of
approximately $2.0 million on the early retirement of the indebtedness under
our bank credit facility with the proceeds from the 12% Notes Offering, as well
as the exchange of our 15% Subordinated Promissory Notes due 2004 for Senior
Preferred Stock.
 
   Broadcast Cash Flow. Broadcast cash flow increased to approximately $13.5
million for the fiscal year ended December 31, 1997, from approximately $9.8
million for the fiscal year ended December 31, 1996, or 37.8%. Approximately
$0.2 million of the increase was attributable to stations acquired during 1997.
On a same station basis, broadcast cash flow for the period increased
approximately 35.7% to approximately $13.3 million in 1998 from approximately
$9.8 million in 1997. This increase was attributable to the increases in net
broadcast revenue partially offset by higher station operating expenses.
 
   Our broadcast cash flow margin increased to approximately 41.8% for the
fiscal year ended December 31, 1997 from 41.2% for the fiscal year ended
December 31, 1996. On a same station basis, broadcast cash flow margin for the
period increased to approximately 44.6% in 1997 from approximately 41.2% in
1996. This increase was the result of strong revenue gains in our more mature
markets partially offset by slower expense growth in those markets. The lower
actual broadcast cash flow margin versus that reported on a same station basis
for 1997 is the result of our entry into the Philadelphia market where we
acquired an underperforming station with profit margins lower than those of
many of the radio stations we own in markets in which we have operated for a
longer period of time.
 
   EBITDA. EBITDA increased to approximately $11.4 million for the fiscal year
ended December 31, 1997, from approximately $8.0 million for the fiscal year
ended December 31, 1996, or 42.5%. This increase was attributable to the
increase in net broadcast revenue partially offset by higher operating and
corporate expenses.
 
   After-Tax Cash Flow. After-tax cash flow increased to approximately $2.9
million for the fiscal year ended December 31, 1997, from approximately
$806,000 for the fiscal year ended December 31, 1996, or 259.8%. This increase
was attributable to higher net income and depreciation and amortization as
described above.
 
Liquidity and Capital Resources
 
   Our primary source of liquidity is cash provided by operations and, to the
extent necessary, undrawn commitments available under the Bank Credit Facility.
Our ability to borrow in excess of the commitments set forth in the Credit
Agreement is limited by the terms of the Indenture and our preferred stock.
Additionally, such terms place restrictions on Radio One with respect to the
sale of assets, liens, investments, dividends, debt repayments, capital
expenditures, transactions with affiliates, consolidation and mergers, and the
issuance of equity interests among other things.
 
   We have used a significant portion of our capital resources to consummate
acquisitions. These acquisitions were or will be funded from (i) the Bank
Credit Facility, (ii) the proceeds of this offering and the Preferred Stock
Offering, and (iii) internally generated cash flow. A portion of the net
proceeds from these offerings will be used to repay our outstanding
indebtedness under the Bank Credit Facility. See "Use of Proceeds."
 
   Radio One's balance of cash and cash equivalents was approximately $4.5
million as of December 31, 1998, and approximately $8.5 million as of December
31, 1997. This decrease in cash resulted primarily from
 
                                       37
<PAGE>
 
our use of approximately $9.5 million of our then available cash to fund
partially the Bell Broadcasting acquisition, offset by an increase in cash from
operations. The balance of the purchase price and expenses related to the Bell
Broadcasting acquisition was funded with approximately $25.4 million drawn on a
$32.5 million Bank Credit Facility that we entered into concurrent with the
closing of the acquisition of Bell Broadcasting. We subsequently increased the
Bank Credit Facility to $57.5 million from which we drew down an additional
$24.0 million to fund partially the acquisition of Allur-Detroit. On December
31, 1998, approximately $8.1 million was available to be drawn down from the
Bank Credit Facility. On        , we entered into an amended and restated
credit agreement under which we may borrow up to $100 million on a revolving
basis from a group of banking institutions. Immediately following the
acquisition of ROA, approximately $67.0 million was outstanding under our Bank
Credit Facility.
 
   Concurrent with this offering, we anticipate issuing $50 million in New
Preferred Stock. The proceeds of the Preferred Stock Offering will be used in
part to increase availability under our Bank Credit Facility. This availability
is expected to be used in part to fund pending acquisitions. In the event the
Preferred Stock Offering is not consummated, we believe we have adequate
liquidity and access to other financing sources to fund these acquisitions.
 
   Net cash flow from operating activities increased to approximately $9.3
million for the fiscal year ended December 31, 1998, from approximately $4.9
million for the fiscal year ended December 31, 1997, or 89.8%. This increase
was primarily due to higher net income (versus a net loss in 1997) and non-cash
expenses. Non-cash expenses of depreciation and amortization increased to
approximately $8.4 million for fiscal year ended December 31, 1998, from
approximately $5.8 million for the fiscal year ended December 31, 1997, or
44.8% due to our recent acquisitions, as well as leasehold improvements made to
our new headquarters and Washington, D.C. radio studios in the second half of
1997. Non-cash expenses of amortization of debt financing costs, unamortized
discount and deferred interest increased to approximately $4.1 million for the
fiscal year ended December 31, 1998, from approximately $3.3 million for the
fiscal year ended December 31, 1997, or 24.2%, due to the 12% Notes Offering.
We also incurred a non-cash expense of approximately $2.0 million related to
the loss on extinguishment of debt during the fiscal year ended December 31,
1997.
 
   Net cash flow used in investing activities increased to approximately $61.2
million for the fiscal year ended December 31, 1998, compared to approximately
$23.2 million for the fiscal year ended December 31, 1997, or 163.8%. During
the fiscal year ended December 31, 1998, we acquired Bell Broadcasting for
approximately $34.2 million plus the cost of additional assets and expenses
related to the transaction, and acquired Allur-Detroit for approximately $26.5
million. Additionally, we made purchases of capital equipment totaling
approximately $2.2 million. During the fiscal year ended December 31, 1997, we
acquired WPHI-FM for approximately $20.0 million and made purchases of capital
equipment totaling approximately $2.0 million.
 
   Net cash flow from financing activities was approximately $47.8 million for
the fiscal year ended December 31, 1998. During the fiscal year ended December
31, 1998, Radio One entered into a $57.5 million Bank Credit Facility, of
which, approximately $49.4 million was used to finance partially the
acquisitions of Bell Broadcasting and Allur-Detroit. In conjunction with this
facility, we incurred approximately $1.0 million in deferred debt financing
costs. Additionally, during the fiscal year ended December 31, 1998, a wholly-
owned Unrestricted Subsidiary of Radio One financed the acquisition of WYCB-AM
with a promissory note due to the seller for approximately $3.8 million. Net
cash flow from financing activities was approximately $25.1 million for the
fiscal year ended December 31, 1997. During the fiscal year ended December 31,
1997, we completed the 12% Notes Offering and raised net proceeds of
approximately $72.8 million. We used approximately $19.1 million of these
proceeds to acquire WPHI-FM (formerly WDRE-FM) and approximately $45.6 million
of the proceeds to retire the outstanding indebtedness under our then existing
bank credit facility. In conjunction with the 12% Notes Offering we incurred
approximately $2.1 million in deferred debt financing costs. As a result, cash
and cash equivalents decreased by approximately $4.0 million during the fiscal
year ended December 31, 1998, compared to an increase of approximate $6.8
million during the fiscal year ended December 31, 1997.
 
                                       38
<PAGE>
 
   We continuously review, and are currently reviewing, opportunities to
acquire additional radio stations, primarily in the top 30 African-American
markets. As of the date of this prospectus, other than the pending
transactions, we have no written or oral understandings, letters of intent or
contracts to acquire radio stations. We anticipate that any future radio
station acquisitions would be financed through funds generated from operations,
equity financings, permitted debt financings, debt financings through
Unrestricted Subsidiaries or a combination of these sources. However, there can
be no assurance that financing from any of these sources, if available, will be
available on favorable terms.
 
   Management believes that, based on current levels of operations and
anticipated internal growth, cash flow from operations together with other
available sources of funds will be adequate for the foreseeable future to make
required payments of interest on Radio One's indebtedness, to fund anticipated
capital expenditures and working capital requirements and to enable us to
comply with the terms of our debt agreements. Our ability to meet our debt
service obligations and reduce our total debt, and our ability to refinance the
12% Notes due 2004, at or prior to their scheduled maturity date in 2004, will
depend upon our future performance which, in turn, will be subject to general
economic conditions and to financial, business and other factors, including
factors beyond our control. For 1999, we anticipate maintenance capital
expenditures to be between $1.0 million and $2.0 million and total capital
expenditures to be between $4.0 million and $6.0 million. During 1997, Radio
One converted from a S corporation to a C corporation.
 
Impact of Inflation
 
   We believe that inflation has not had a material impact on our results of
operations for each of our fiscal years in the three-year period ended December
31, 1998. However, there can be no assurance that future inflation would not
have an adverse impact on our operating results and financial condition.
 
Seasonality
 
   Seasonal net broadcast revenue fluctuations are common in the radio
broadcasting industry and are due primarily to fluctuations in advertising
expenditures by local and national advertisers. Radio One's first fiscal
quarter generally produces the lowest net broadcast revenue for the year.
 
Year 2000 Compliance
 
   Radio One has commenced a process to ensure Year 2000 compliance of all
hardware, software, and ancillary equipment that are date dependent. This
process involves four phases:
 
  Phase I--Inventory and Data Collection. This phase involves an
           identification of all systems that are date dependent. This phase
           was completed during the first quarter of 1998.
 
  Phase II--Compliance Identification. This phase involves Radio One
            identifying and beginning to replace critical systems that cannot
            be updated or certified as compliant. We commenced this phase in
            the first quarter of 1999 and expect to complete the substantial
            majority of this phase before the end of the second quarter of
            1999. To date, we have verified that our accounting, payroll, and
            local wide area network hardware and software systems are
            substantially compliant. In addition, we have determined that
            most of our personal computers and PC applications are compliant.
            We are currently reviewing our security systems and other
            miscellaneous systems.
 
  Phase III--Test, Fix, and Verify. This phase involves testing all systems
          that are date dependent and upgrading all non-compliant systems. We
          expect to complete this phase during the third quarter of 1999.
 
  Phase IV--Final Testing, New Item Compliance. This phase involves a review
          of failed systems for compliance and re-testing as necessary. We
          expect to complete this phase by the end of the third quarter of
          1999.
 
                                       39
<PAGE>
 
   To date, we have no knowledge that any of our major systems are not Year
2000 ready or will not be Year 2000 ready by the end of the third quarter of
1999. We have not incurred significant expenditures and believe we will achieve
substantial Year 2000 readiness without the need to acquire significant new
hardware, software or systems. As part of our expansion over the past two
years, we have undertaken significant build-outs, upgrades and expansions to
our radio station studios, business offices and technology infrastructure.
These enhancement efforts are continuing in all of the markets in which we have
recently acquired radio stations and will expand into the new markets in which
we will be acquiring radio stations. We believe that most, if not all, of the
new equipment installed in conjunction with these recent build-outs is Year
2000 compliant. Based upon our experience to date, we estimate the remaining
costs to achieve Year 2000 readiness will be approximately $100,000,
independent of the costs associated with the previously-mentioned expansions
which are being undertaken in the normal course of our business development.
All costs directly related to preparing for Year 2000 readiness will be
expensed as incurred. We are not aware of any Year 2000 problems that would
have a material effect on our operations. We are also not aware of any non-
compliance by our suppliers that is likely to have material impact on our
business. Nevertheless, we cannot assure you that our critical systems, or the
critical systems of our suppliers, will be Year 2000 ready.
 
   Radio One does not intend to develop any contingency plans to address
possible failures by itself or its vendors related to Year 2000 compliance.
Radio One does not believe that such contingency plans are required because it
believes that the Company and its significant vendors will be Year 2000
compliant before January 2000.
 
                                       40
<PAGE>
 
                                    BUSINESS
 
   Radio One was founded in 1980 and is the largest radio broadcasting company
in the United States primarily targeting African-Americans. After we complete
our pending acquisitions, we will own and operate 26 radio stations. Twenty-
five of these stations (eighteen FM and seven AM) are in nine of the top 20
African-American radio markets: Washington, D.C., Baltimore, Atlanta,
Philadelphia, Detroit, St. Louis, Cleveland, Richmond and an East Coast market.
Our strategy is to expand within our existing markets and into new markets that
have a significant African-American presence. We believe radio broadcasting
primarily targeting African-Americans has significant growth potential. We also
believe that we have a competitive advantage in the African-American market and
the radio industry in general, due to our primary focus on urban formats, our
skill in programming and marketing these formats, and our turnaround expertise.
 
   We have succeeded in increasing ratings, net broadcast revenue and broadcast
cash flow of all of the FM stations we have owned or managed for at least one
year. The radio station clusters that we owned as of December 31, 1998, were
ranked first or second in all of their markets in combined audience and net
broadcast revenue share among radio stations targeting African-Americans. Our
net broadcast revenue and broadcast cash flow have grown significantly on both
a total and same station basis:
 
  .  Net broadcast revenue grew at a compound annual rate of 60.2% from an
     actual $23.7 million in 1996 to $60.8 million in 1998, pro forma for
     completed transactions.
 
  .  Broadcast cash flow grew at a compound annual rate of 66.0% from an
     actual $9.8 million in 1996 to $27.0 million in 1998, pro forma for
     completed transactions.
 
  .  Same station net broadcast revenue and broadcast cash flow grew at
     average annual rates of 28.0% and 42.1%, respectively, from 1996 through
     1998, pro forma for Radio One of Atlanta, Inc., which was managed by us
     during this period.
 
  .  After-tax cash flow grew at a compound annual rate of 206.2% from an
     actual $0.8 million in 1996 to $7.5 million in 1998, pro forma for
     completed transactions.
 
   Radio One is led by our Chairperson and co-founder, Ms. Catherine L. Hughes,
and her son, Mr. Alfred C. Liggins, III, our Chief Executive Officer and
President, who together have over 40 years of operating experience in radio
broadcasting. Ms. Hughes, Mr. Liggins and our strong management team have
successfully implemented a strategy of acquiring and turning around
underperforming radio stations. We believe that we are well positioned to apply
our proven operating strategy to our recently or soon to be acquired stations
in Detroit, St. Louis, Cleveland, Richmond and an East Coast market, and to
other radio stations in existing and new markets as attractive acquisition
opportunities arise.
 
The African-American Market Opportunity
 
   We believe that operating urban formatted radio stations primarily targeting
African-Americans has significant growth potential for the following reasons:
 
  .  Rapid Population Growth. From 1980 to 1995, the African-American
     population increased from approximately 26.7 million to 33.1 million (a
     24.0% increase, compared to a 16.0% increase in the population as a
     whole). Furthermore, the African-American population is expected to
     exceed 40 million by 2010 (a more than 20.0% increase from 1995,
     compared to an expected increase of 13.0% for the population as a
     whole). (Source: 1996 U.S. Census Bureau Current Population Report)
 
  .  Higher Income Growth. According to the U.S. Census Bureau, from 1980 to
     1995, the rate of increase in median household income in 1995 adjusted
     dollars for African-Americans was approximately 12.3% compared to 3.9%
     for the population as a whole. African-American buying power is
     estimated to reach $533 billion in 1999 (up 73.0% from 1990 compared to
     a 57.0% increase for all Americans) and to account for 8.2% of total
     buying power in 1999 (compared to 7.4% in 1990). (Source: "African-
     American Buying Power by Place of Residence: 1990-1999," Dr. Jeffrey M.
     Humphreys). In addition, the African-American consumer tends to have a
     different consumption profile than non-African-Americans. For example,
     31% of African-Americans purchased a TV, VCR or stereo in the past year
     compared to 25% of average U.S. households. African-Americans' higher
 
                                       41
<PAGE>
 
     than average rate of consumption is a powerful reason for U.S. retailers
     to increase targeted advertising spending toward this consumer group.
     (Source: Pricewaterhouse Coopers, LLP 1998 Study)
 
  .  Growth in Advertising Targeting the African-American Market. We believe
     that large corporate advertisers are becoming more focused on reaching
     minority consumers in the United States. The African-American and
     Hispanic communities are viewed as an emerging growth market within the
     mature domestic market. A 1997 study estimated that major national
     advertisers spent $881 million on advertising targeting African-American
     consumers, up from $463 million in 1985. (Source: Target Market News
     (Chicago, IL-1997)). For example, Ford Motor Company reportedly plans to
     increase its spending targeting African-Americans and Hispanics by 20%
     in the 1998-99 model year. (Source: Ad Week Midwest September 28, 1998).
     We believe Ford is one example of many large corporations currently
     expanding their commitment to ethnic advertising.
 
  .  Urbanization of American Culture and Society. We believe that there is
     an ongoing "urbanization" of many facets of American society as
     evidenced by the influence of African-American culture in the areas of
     music (for example, hip-hop and rap music), film, fashion, sports and
     urban-oriented television shows and networks. We believe that companies
     as disparate as the News Corporation's Fox television network, the
     sporting goods manufacturer Nike(R), the fast food chain McDonald's(R),
     and prominent fashion designers have embraced this urbanization trend in
     their products as well as their advertising messages.
 
  .  Growing Popularity of Urban Formats. We believe that urban programming
     has been expanded to target a more diverse urban listener base and has
     become more popular with listeners and advertisers over the past ten
     years. The number of urban radio stations has increased from 294 in 1990
     to an estimated 371 in 1998, or 26%, and is expected to increase an
     additional 10% to 409 by 2002. In 1998, urban formats were one of the
     top three formats in nine of the top ten radio markets nationwide and
     the top format in five of these markets. (Source: INTEREP, Research
     Division, 1998 Urban Radio Study)
 
  .  Concentrated Presence in Urban Markets. In 1996, approximately 58.0% of
     the African-American population was located in the top 30 African-
     American markets. Relative to radio broadcasters targeting a broader
     audience, we believe we can cover the various segments of our target
     market with fewer programming formats and therefore fewer radio stations
     than the maximum allowed by the FCC (up to eight radio stations in the
     largest markets with no more than five being FM or AM). (Source: BIA,
     Fourth Edition 1998)
 
  .  Strong Audience Listenership and Loyalty. In 1996, African-Americans
     listened to radio broadcasts an average of 27.2 hours per week compared
     to 22.9 hours per week for non-African-Americans among all persons in
     the ten largest markets. In addition, Radio One believes that African-
     American radio listeners exhibit greater loyalty to radio stations that
     target the African-American community because those radio stations
     become a valuable source of entertainment and information responsive to
     the community's interests and lifestyles. (Source: INTEREP Research
     Division, 1998 Urban Radio Study)
 
Acquisition Strategy
 
   Our acquisition strategy is to acquire and turn around underperforming radio
stations principally in the top 30 African-American markets. We consider
acquisitions in existing markets where expanded coverage is desirable and in
new markets where we believe it is advantageous to establish a presence. In
analyzing potential acquisition candidates, we generally consider:
 
  .  the price and terms of the purchase;
 
  .  whether the radio station has a signal adequate to reach a large
     percentage of the African-American community in a market;
 
 
                                       42
<PAGE>
 
  .  whether we can increase ratings and net broadcast revenue of the radio
     station;
 
  .  whether we can reformat or improve the radio station's programming in
     order to serve profitably the African-American community;
 
  .  whether the radio station affords us the opportunity to introduce
     complementary formats in a market where Radio One already maintains a
     presence; and
 
  .  the number of competitive radio stations in the market.
 
   For strategic reasons, or as a result of a station cluster purchase, we may
also acquire and operate stations with formats that target non-African-American
segments of the population.
 
Turnaround Expertise
 
   We typically enter a market by acquiring a station or stations that have
little or negative broadcast cash flow. Additional stations we have acquired in
existing markets have often been, in our opinion, substantially
underperforming. By implementing our operating strategies, we have succeeded in
increasing ratings, net broadcast revenue and broadcast cash flow of all the FM
stations we have owned or managed for at least one year. We have achieved these
improvements while operating against much larger competitors. Some of these
successful turnarounds are described below by market:
 
  .  Washington, D.C. In 1995, we acquired WKYS-FM for approximately $34.0
     million. At the time, WKYS-FM was ranked number 13 by Arbitron in the
     12-plus age demographic. Over a two-year period, we repositioned WKYS-
     FM, improved its programming and enhanced the station's community
     involvement and image. In the Fall 1998 Arbitron Survey, the station was
     ranked number one in the 18-34 age demographic (with a 10.2 share) and
     number two in the 12-plus age demographic (with a 5.4 share), behind two
     stations tied for number one (each with a 5.6 share).
 
    In 1987, we acquired WMMJ-FM for approximately $7.5 million. At the
    time, WMMJ-FM was being programmed in a general market Adult
    Contemporary format, and had a 1.2 share of the 12-plus age
    demographic. After extensive research we changed the station's format,
    making WMMJ-FM the first FM radio station on the East Coast to
    introduce an Urban Adult Contemporary programming format. In the Fall
    1998 Arbitron Survey, the station was ranked number three in the 25-54
    age demographic (with a 5.8 share) and number five in the 12-plus age
    demographic (with a 5.0 share).
 
  .  Baltimore. In 1993, we acquired WERQ-FM and WOLB-AM (formerly WERQ-AM)
     for approximately $9.0 million. At the time, these stations had mediocre
     ratings. We converted WERQ-FM's programming to a more focused Young
     Urban Contemporary format and began aggressively marketing the station.
     WERQ-FM is now Baltimore's dominant station, ranked number one in the
     12-plus, 18-34 and 25-54 age demographics in the Fall 1998 Arbitron
     Survey, a position it first achieved in the Spring 1997 Arbitron Survey.
 
    In 1992, we acquired WWIN-FM and its sister station, WWIN-AM, for
    approximately $4.7 million. At the time, WWIN-FM was a distant second
    in ratings to its in-format direct competitor, WXYV-FM. We repositioned
    WWIN-FM towards the 25-54 age demographic, and in the Fall 1998
    Arbitron Survey the station was ranked number two in that age
    demographic (with a 7.5 share) behind two stations tied for number one
    (each with a 7.7 share), including Radio One's WERQ-FM.
 
  .  Atlanta. In 1995, ROA, then an affiliate of Radio One, acquired WHTA-FM
     (formerly WQUL- FM), a Class A radio station located approximately 40
     miles from Atlanta, for approximately $5.0 million. Prior to that
     acquisition, the previous owners, together with our management, upgraded
     and moved the station approximately 20 miles closer to Atlanta. The
     result was the introduction of a new, Young Urban Contemporary radio
     station in the Atlanta market. The station's ratings increased quickly,
     to an approximate 5.0 share in the 12-plus age demographic. In the Fall
     1998 Arbitron Survey, the station was ranked number four in the 18-34
     age demographic (with an 8.3 share).
 
 
                                       43
<PAGE>
 
  .  Philadelphia. In 1997, we acquired WPHI-FM (formerly WDRE-FM) for
     approximately $20.0 million. At the time WDRE-FM was being programmed in
     a Modern Rock format and had a 2.0 share in the 12 plus age demographic.
     We changed the station's format to Young Urban Contemporary and, in the
     Fall 1998 Arbitron Survey, the station was ranked number 14 in the 12-
     plus age demographic (with a 3.3 share) and number five in the 18-34 age
     demographic (with a 6.0 share).
 
        Top 30 African-American Radio Markets in the United States(/1/)
 
     Boxes enclose the tabular information for Washington, D.C., Detroit,
Philadelphia, Atlanta, Baltimore, St. Louis, Cleveland and Richmond.
 
<TABLE>
<CAPTION>
                                                                African-Americans
                                                              as a Percentage of the
                                      African-American          Overall Population
 Rank Market                    Population in the Market(/2/)   in the Market(/2/)
 ---- ------                    ----------------------------- ----------------------
                                       (in thousands)
 
 <C>  <S>                       <C>                           <C>
   1. New York                              3,731                      22.2%
   2. Chicago                               1,648                      19.4
------------------------------------------------------------------------------------
   3. Washington, D.C.                      1,150                      27.2
------------------------------------------------------------------------------------
   4. Los Angeles                           1,134                       9.4
------------------------------------------------------------------------------------
   5. Detroit                               1,004                      22.5
   6. Philadelphia                            947                      19.9
   7. Atlanta                                 921                      25.7
------------------------------------------------------------------------------------
   8. Houston/Galveston                       782                      18.3
   9. Miami/Ft. Lauderdale/
      Hollywood                               718                      20.2
  10. Dallas/Ft. Worth                        645                      14.2
------------------------------------------------------------------------------------
  11. Baltimore                               644                      26.0
------------------------------------------------------------------------------------
  12. San Francisco                           599                       9.2
  13. Memphis                                 482                      41.5
  14. New Orleans                             460                      36.3
  15. Norfolk/Virginia
      Beach/Newport News                      444                      29.6
------------------------------------------------------------------------------------
  16. St. Louis                               439                      17.2
  17. Cleveland                               398                      18.7
------------------------------------------------------------------------------------
  18. Boston                                  281                       7.3
------------------------------------------------------------------------------------
  19. Richmond                                281                      30.0
------------------------------------------------------------------------------------
  20. Charlotte/Gastonia/Rock
      Hill                                    266                      19.9
  21. Birmingham                              261                      27.0
  22. Raleigh/Durham                          244                      23.5
  23. Milwaukee/Racine                        237                      14.4
  24. Greensboro/Winston
      Salem/High Point                        226                      19.7
  25. Cincinnati                              220                      11.4
  26. Kansas City                             215                      12.8
  27. Tampa/St.
      Petersburg/Clearwater                   202                       9.0
  28. Jacksonville                            201                      19.0
  29. Indianapolis                            193                      14.1
  30. Pittsburgh                              188                       7.9
</TABLE>
--------
(1) Boxes and bold text indicate markets where Radio One currently owns or will
    own and operate radio stations upon consummation of the acquisitions (other
    than the pending acquisition in an East Coast market) described under
    "Unaudited Pro Forma Consolidated Financial Information."
(2)Population estimates are for 1996 and are based upon BIA Investing in Radio
   Market Report ("BIA 1998 Fourth Edition").
 
 
                                       44
<PAGE>
 
Operating Strategy
 
   In order to maximize net broadcast revenue and broadcast cash flow at our
radio stations, we strive to achieve the largest audience share of African-
American listeners in each market, convert these audience share ratings to
advertising revenue, and control operating expenses. The success of our
strategy relies on the following:
 
  .  market research, targeted programming and marketing;
 
  .  strong management and performance-based incentives;
 
  .  strategic sales efforts;
 
  .  radio station clustering, programming segmentation and sales bundling;
 
  .  advertising partnerships and special events; and
 
  .  significant community involvement.
 
Market Research, Targeted Programming and Marketing
 
   Radio One uses market research to tailor the programming, marketing and
promotions of our radio stations to maximize audience share. To achieve these
goals, we use market research to identify unserved or underserved markets or
segments of the African-American community in current and new markets and to
determine whether to acquire a new radio station or reprogram one of our
existing radio stations to target those markets or segments.
 
   We also seek to reinforce our targeted programming by creating a distinct
and marketable identity for each of our radio stations. To achieve this
objective, in addition to our significant community involvement discussed
below, we employ and promote distinct, high-profile on-air personalities at
many of our radio stations, many of whom have strong ties to the African-
American community.
 
Strong Management and Performance-based Incentives
 
   Radio One focuses on hiring highly motivated and talented individuals in
each functional area of the organization who can effectively help us implement
our growth and operating strategies. Radio One's management team is comprised
of a diverse group of individuals who bring expertise to their respective
functional areas. We seek to hire and promote individuals with significant
potential, the ability to operate with high levels of autonomy and the
appropriate team-orientation that will enable them to pursue their careers
within the organization.
 
   To enhance the quality of our management in the areas of sales and
programming, general managers, sales managers and program directors have
significant portions of their compensation tied to the achievement of certain
performance goals. General managers' compensation is based partially on
achieving broadcast cash flow benchmarks which create an incentive for
management to focus on both sales growth and expense control. Additionally,
sales managers and sales personnel have incentive packages based on sales
goals, and program directors and on-air talent have incentive packages focused
on maximizing overall ratings as well as ratings in specific target segments.
 
Strategic Sales Efforts
 
   Radio One has assembled an effective, highly trained sales staff responsible
for converting audience share into revenue. We operate with a focused, sales-
oriented culture which rewards aggressive selling efforts through a generous
commission and bonus compensation structure. We hire and deploy large teams of
sales professionals for each of our stations or station clusters, and we
provide these teams with the resources necessary to compete effectively in the
markets in which we operate. We utilize various sales strategies to sell
 
                                       45
<PAGE>
 
and market our stations as stand-alones, in combination with other stations
within a given market and across markets, where appropriate.
 
Radio Station Clustering, Programming Segmentation and Sales Bundling
 
   Radio One strives to build clusters of radio stations in our markets, with
each radio station targeting different demographic segments of the African-
American population. This clustering and programming segmentation strategy
allows us to achieve greater penetration into each segment of our target
market. We are then able to offer advertisers multiple audiences and to bundle
the radio stations for advertising sales purposes when advantageous.
 
   We believe there are several potential benefits that result from operating
multiple radio stations in the same market. First, each additional radio
station in a market provides us with a larger percentage of the prime
advertising time available for sale within that market. Second, the more
stations we program, the greater the market share we can achieve in our target
demographic groups through the use of segmented programming. Third, we are
often able to consolidate sales, promotional, technical support and corporate
functions to produce substantial cost savings. Finally, the purchase of
additional radio stations in an existing market allows us to take advantage of
our market expertise and existing relationships with advertisers.
 
Advertising Partnerships and Special Events
 
   We believe that in order to create advertising loyalty, Radio One must
strive to be the recognized expert in marketing to the African-American
consumer in the markets in which we operate. We believe that Radio One has
achieved this recognition by focusing on serving the African-American consumer
and by creating innovative advertising campaigns and promotional tie-ins with
our advertising clients and sponsoring numerous entertainment events each year.
We sponsor the Stone Soul Picnic, an all-day free outdoor concert which
showcases advertisers, local merchants and other organizations to over 100,000
people in each of Washington, D.C. and Baltimore. We also sponsor The People's
Expo every March in Washington, D.C. and Baltimore, which provides
entertainment, shopping and educational seminars to Radio One's listeners and
others from the communities we serve. In these events, advertisers buy signage,
booth space and broadcast promotions to sell a variety of goods and services to
African-American consumers. As we expand our presence in our existing markets
and into new markets, we plan to increase the number of events and the number
of markets in which we host these major events.
 
Significant Community Involvement
 
   We believe our active involvement and significant relationships in the
African-American community provides a competitive advantage in targeting
African-American audiences. In this way, we believe our proactive involvement
in the African-American community in each of our markets significantly improves
the marketability of our radio broadcast time to advertisers who are targeting
such communities.
 
   We believe that a radio station's image should reflect the lifestyle and
viewpoints of the target demographic group it serves. Due to our fundamental
understanding of the African-American community, we believe we are able to
identify music and musical styles, as well as political and social trends and
issues, early in their evolution. This understanding is then integrated into
all aspects of our operations and enables us to create enhanced awareness and
name recognition in the marketplace. In addition, we believe our multi-level
approach to community involvement leads to increased effectiveness in
developing and updating our programming formats. We believe our enhanced
awareness and more effective programming formats lead to greater listenership
and higher ratings over the long-term.
 
 
                                       46
<PAGE>
 
   We have a history of sponsoring events that demonstrate our commitment to
the African-American community, including:
 
  .  heightening the awareness of diseases which disproportionately impact
     African-Americans, such as sickle-cell anemia and leukemia, and holding
     fundraisers to benefit the search for their cure;
 
  .  developing contests specifically designed to assist African-American
     single mothers with day care expenses;
 
  .  fundraising for the many African-American churches throughout the
     country that have been the target of arsonists; and
 
  .  organizing seminars designed to educate African-Americans on personal
     issues such as buying a home, starting a business, developing a credit
     history, financial planning and health care.
 
Management Stock Option Plan
 
   On March 10, 1999, we adopted the 1999 Stock Option and Restricted Stock
Grant Plan (the "Option Plan") designed to provide incentives relating to
equity ownership to present and future executive, managerial, and other key
employees of Radio One and our subsidiaries. The Option Plan affords us
latitude in tailoring incentive compensation for the retention of key
personnel, to support corporate and business objectives, and to anticipate and
respond to a changing business environment and competitive compensation
practices. For more information see "Management--Stock Option Plan."
 
 
                                       47
<PAGE>
 
Station Operations
   The following is a general description of each of our markets and our radio
stations in each market. As noted, some of the data provided in the tables
below includes information during periods the radio stations listed were not
owned or operated by Radio One.
 
 Washington, D.C.
   The Washington, D.C. market is estimated to be the eighth largest radio
market in terms of MSA population. In 1998, this market had advertising revenue
estimated to be $252.8 million, making it the sixth largest radio market in
terms of advertising revenue. In 1996, Washington, D.C. had the third largest
African-American population in the United States with an MSA population of
approximately 4.2 million (approximately 27.2% of which was African-American).
We believe that we own the strongest franchise (in terms of audience share and
number of radio stations) of African-American targeted radio stations in the
Washington, D.C. market, with two of the four FM radio stations and two of the
three AM radio stations that target African-Americans. Washington, D.C.
experienced annual radio revenue growth of 5.4% between 1991 and 1996, and
radio revenue in Washington, D.C. is expected to continue growing at an annual
pace of 7.4% between 1997 and 2001. (Source: BIA 1998 Fourth Edition)
 
<TABLE>
<CAPTION>
                         1995(/4/) 1996(/4/) 1997(/4/) 1998(/4/) Fall 1998(/5/)
                         --------- --------- --------- --------- --------------
<S>                      <C>       <C>       <C>       <C>       <C>
WKYS-FM(/1/)
  Audience share (12-
   plus)................    3.8       4.5       5.8       5.2          5.4
  Audience share rank
   (12-plus)............     9t        6t         2         3            2
  Audience share (18-
   34)..................    5.8       7.5      10.4      10.1         10.2
  Audience share rank
   (18-34)..............      6         2         1         1            1
  Revenue share.........    3.8%      3.3%      4.5%      5.0%         n/a
  Revenue rank..........     14        14        10         9          n/a
WMMJ-FM(/2/)
  Audience share (12-
   plus)................    3.7       4.5       4.1       4.3          5.0
  Audience share rank
   (12-plus)............    11t        6t         9         8            5
  Audience share (25-
   54)..................    4.6       5.4       4.9       5.1          5.8
  Audience share rank
   (25-54)..............      8        3t         7         4            3
  Revenue share.........    3.7%      3.4%      2.9%      3.2%         n/a
  Revenue rank..........     15        13        17        18          n/a
WOL-AM
  Audience share (12-
   plus)................    1.7       1.0       1.1       0.8          0.7
  Audience share rank
   (12-plus)............     19       23t        20        25          25t
  Audience share (35-
   64)..................    2.3       1.1       1.4       1.1          1.0
  Audience share rank
   (35-64)..............    14t        23        19        22          21t
  Revenue share.........    2.0%      1.8%      1.6%      0.8%         n/a
  Revenue rank..........     18        18        19        21          n/a
WMMJ-FM AND WOL-AM
 (combined)
  Audience share (12-
   plus)................    5.4       5.5       5.2       5.1          5.7
  Audience share (25-
   54)..................    6.4       6.2       5.9       5.9          6.5
  Revenue share.........    5.6%      5.3%      4.5%      4.0%         n/a
  Revenue rank..........      7         8        12        11          n/a
WYCB-AM(3)
  Audience share (12-
   plus)................    1.6       1.3       1.2       1.0          0.9
  Audience share rank
   (12-plus)............     20        20        19        22          22t
  Audience share (35-
   64)..................    1.7       1.5       1.4       1.1          1.0
  Audience share rank
   (35-64)..............     19        18        20        19          21t
  Revenue share.........    n/a       n/a       n/a       0.5%         n/a
  Revenue rank..........    n/a       n/a       n/a       n/a          n/a
</TABLE>
--------
As used in this table, "n/a" means not available or not applicable and "t"
means tied with one or more other radio stations.
(1)WKYS-FM was acquired by Radio One on June 6, 1995.
(2)WOL-AM and WMMJ-FM advertising time is sold in combination.
(3)Radio One acquired WYCB-AM in the first quarter of 1998 through an
   Unrestricted Subsidiary.
(4) Audience share and audience share rank data are based on Arbitron Survey
    four book averages for the years indicated ending with the Fall Arbitron
    Survey. Revenue share and rank data are based upon the Radio Revenue Report
    of Hungerford for 1998, 1997, 1996, and 1995 (if applicable) except for
    WYCB-AM which does not report to Hungerford. Revenue share for WYCB-AM
    represents the radio station's net broadcast revenue as a percentage of the
    market radio revenue reported by the Hungerford Report (December 1998), as
    adjusted for WYCB-AM's net broadcast revenue.
(5)Fall 1998 Arbitron Survey.
 
                                       48
<PAGE>
 
   WOL-AM. In 1980, we acquired our first radio station, WOL-AM, for
approximately $900,000. WOL-AM was a music station with declining revenue and
audience shares that Radio One converted to one of the country's first all-talk
radio stations targeting African-Americans. Radio One's Chairperson, Ms.
Catherine L. Hughes, who hosted WOL-AM's daily four-hour morning show from 1983
to 1995, created a valuable niche for the radio station as "The Voice of
Washington's Black Community." We believe that WOL-AM is a vital communications
platform for the African-American community and political and business leaders
in its market. WOL-AM's ratings have historically fluctuated between a 1.0 and
2.0 share in the 12-plus age demographic market.
 
   WMMJ-FM. In 1987, Radio One purchased WMMJ-FM for approximately $7.5
million. At the time, WMMJ-FM was being programmed in a general market Adult
Contemporary format, and had a 1.2 share of the 12-plus age demographic. After
extensive research we changed the station's format, making WMMJ-FM the first FM
radio station on the East Coast to introduce an Urban Adult Contemporary
("Urban AC") programming format. This format focuses on African-Americans in
the 25-54 age demographic and provides adult-oriented Urban Contemporary music
from the 1960s through the 1990s. The Urban AC format was almost immediately
successful, and in the Fall 1998 Arbitron Survey, the station was ranked number
three in the 25-54 age demographic (with a 5.8 share) and number five in the
12-plus age demographic (with a 5.0 share).
 
   WKYS-FM. In June 1995, Radio One purchased WKYS-FM for approximately $34.0
million. WKYS-FM is a Young Urban Contemporary radio station targeting African-
Americans in the 18-34 age demographic. From 1978 to 1989, WKYS-FM was
Washington, D.C.'s perennial Urban Contemporary leader and was frequently the
market's number one radio station overall. However, in 1987, WPGC-FM (now owned
by Infinity Broadcasting ("Infinity")) changed its format from Adult
Contemporary to Contemporary Hit/Urban ("CHR") Urban and in Spring 1989,
replaced WKYS-FM as the number one urban radio station in terms of audience
share. From 1986 to Fall 1994, WKYS-FM's overall ratings rank fell from number
one to number 12 with a 3.3 share of the 12-plus age demographic, while WPGC-FM
moved from near the bottom to number one with a 9.0 share of the 12-plus age
demographic. By 1995, the former owner of WKYS-FM abandoned the 18-34 age
demographic and began to target the 25-54 age demographic, making it a direct
competitor to Radio One's WMMJ-FM instead of Infinity's WPGC-FM. When Radio One
purchased WKYS-FM in June 1995, we repositioned WKYS-FM's programming away from
WMMJ-FM and back toward the 18-34 age demographic. Since June 1995, we have
been able to increase dramatically WKYS-FM's overall 12-plus age demographic
share and in 1997 WKYS-FM became Washington, D.C.'s number one rated radio
station for the 12-plus and 18-34 age demographics. During this same period,
WPGC-FM fell to the number two position in the 12-plus and 18-34 age
demographics. Recently, WKYS-FM's position has fluctuated between the number
one and number three rated station in the 12-plus age demographic while
maintaining its number one position in the 18-34 age demographic.
 
   WYCB-AM. On March 16, 1998, Radio One acquired, through an Unrestricted
Subsidiary, BHI, the owner of WYCB-AM for approximately $3.8 million. Following
the acquisition, we integrated the operations of WYCB-AM into our existing
radio station operations in the Washington, D.C. market.
 
 
                                       49
<PAGE>
 
 Baltimore, Maryland
 
   The Baltimore market is estimated to be the 20th largest radio market in
terms of MSA population and advertising revenue. In 1998, this market had
advertising revenue estimated to be $105.8 million. In 1996, Baltimore had the
11th largest African-American population in the United States with an MSA
population of approximately 2.5 million (approximately 26.0% of which was
African-American). Radio One believes Baltimore is "under radioed" with only 12
viable FM radio stations, in part because of its close proximity to Washington,
D.C., and therefore, is a particularly attractive market. We believe we own the
strongest franchise of African-American targeted radio stations in the
Baltimore market with the only two FM radio stations and two of the four AM
radio stations that target African-Americans. Baltimore experienced annual
radio revenue growth of 8.6% between 1991 and 1996 and radio revenue in
Baltimore is expected to continue growing at an annual pace of 6.2% between
1997 and 2001. (Source: BIA 1998 Fourth Edition)
 
<TABLE>
<CAPTION>
                         1995(/3/) 1996(/3/) 1997(/3/) 1998(/3/) Fall 1998(/4/)
                         --------- --------- --------- --------- --------------
<S>                      <C>       <C>       <C>       <C>       <C>
WERQ-FM(/1/)
  Audience share (12-
   plus)................    5.2       6.4       9.3       9.4          9.6
  Audience share rank
   (12-plus)............      7         4         1         1            1
  Audience share (18-
   34)..................    8.6      10.7        16      16.6         16.5
  Audience share rank
   (18-34)..............      2         2         1         1            1
WOLB-AM
  Audience share (12-
   plus)................    0.9       0.6       0.9       0.9          0.8
  Audience share rank
   (12-plus)............    23t       28t       15t        18          24t
  Audience share (35-
   64)..................    1.1       0.9       1.2       1.1          0.7
  Audience share rank
   (35-64)..............    19t        23        15       16t          26t
WERQ-FM and WOLB-AM
 (combined)
  Audience share (12-
   plus)................    6.1         7      10.2      10.3         10.4
  Audience share (25-
   54)..................    4.9       5.7       9.1       8.7          8.4
  Revenue share.........    6.7%      6.7%     10.7%     13.1%         n/a
  Revenue rank..........      8         8         4         2          n/a
WWIN-FM(/2/)
  Audience share (12-
   plus)................    4.0       3.6       3.6       5.0          5.5
  Audience share rank
   (12-plus)............     10        10         9         7            6
  Audience share (25-
   54)..................    5.5       4.9       4.9       6.8          7.5
  Audience share rank
   (25-54)..............      5        7t         7         4            3
WWIN-AM
  Audience share (12-
   plus)................    1.1       1.1       0.8       1.1          1.1
  Audience share rank
   (12-plus)............    18t       20t        17        17          19t
  Audience share (35-
   64)..................    1.1       1.4       1.1       1.1          0.8
  Audience share rank
   (35-64)..............    19t        18       16t       16t           25
WWIN-FM and WWIN-AM
 (combined)
  Audience share (12-
   plus)................    5.1       4.7       4.4       6.1          6.6
  Audience share (25-
   54)..................    6.6       6.0       5.8       7.6          8.2
  Revenue share.........    5.7%      5.8%      5.5%      6.0%         n/a
  Revenue rank..........     10        10         9         8          n/a
</TABLE>
--------
As used in this table, "n/a" means not available or not applicable and "t"
means tied with one or more other radio stations.
(1)Based upon the Hungerford Report (1998). WERQ-FM and WOLB-AM jointly report
   revenue data to Hungerford.
(2)Based upon the Hungerford Report (1998). WWIN-FM and WWIN-AM jointly report
   revenue data to Hungerford.
(3) Audience share and audience share rank data are based on Arbitron Survey
    four book averages book for the years indicated ending with the Fall
    Arbitron Survey. Revenue share and rank data are based on the Radio Revenue
    Report by Hungerford for 1998, 1997, 1996 and 1995, as applicable.
(4)Fall 1998 Arbitron Survey.
 
   WWIN-FM and WWIN-AM. In January 1992, we made our first acquisition outside
Washington, D.C. market with the purchase of WWIN-FM and its sister station
WWIN-AM for approximately $4.7 million. At the time, WWIN-FM was a distant
second in ratings to its in-format direct competitor WXYV-FM, with less than
one-third of that radio station's market share. Today, WWIN-FM is a leading
urban radio station in the 25-54 age demographic in the Baltimore market
(ranked number two in the Fall 1998 Arbitron Survey with a 7.5 share), and
WWIN-AM continues to occupy an attractive niche on the AM frequency with its
Gospel programming format.
 
                                       50
<PAGE>
 
   WERQ-FM and WOLB-AM. In September 1993, Radio One completed another
acquisition in the Baltimore market with the purchase of WERQ-FM and WOLB-AM
(formerly WERQ-AM) for approximately $9.0 million. WERQ-FM was, at the time of
its acquisition, a CHR/Urban radio station, while WERQ-AM was a satellite-fed,
all-news radio station. We converted the format of WERQ-FM to a more focused
Young Urban Contemporary format targeted at the 18-34 age demographic, while
WOLB-AM began simulcasting with Radio One's Black Talk radio station in
Washington, D.C., WOL-AM. After we aggressively marketed the station, WERQ-FM
became Baltimore's dominant station ranked number one in the 12-plus, 18-34 and
25-54 age demographics in the Fall 1998 Arbitron Survey, a position it first
achieved in the Spring 1997 Arbitron Survey, while its former primary
competitor, WXYV-FM, changed format during 1997 and no longer targets the same
listener base as that of WERQ-FM.
 
 Atlanta, Georgia
 
   The Atlanta market is estimated to be the 13th largest radio market in terms
of MSA population. In 1998, this market had radio advertising revenue estimated
to be $242.2 million, making it the 10th largest radio market in terms of
advertising revenue. In 1996, Atlanta had the seventh largest African-American
population in the United States with an MSA population of approximately 3.6
million (approximately 25.7% of which was African-American). Radio One believes
Atlanta is "under radioed" with only 15 viable FM radio stations. Due to a
rapidly growing local economy, the Atlanta market has one of the country's
fastest growth rates in terms of radio revenue. Atlanta experienced annual
radio revenue growth of 12.1% between 1991 and 1998, and radio revenue in
Atlanta is expected to continue growing at an average annual rate of 8.2%
between 1997 and 2001. (Source: BIA 1998 Fourth Edition)
 
   On March   , 1999, Radio One acquired ROA, an affiliate of Radio One, for
     shares of Radio One Common Stock. Radio One also assumed and retired
approximately $16.3 million of net indebtedness of ROA and Dogwood. At the
time, ROA owned approximately 33% of Dogwood. On March   , 1999, Radio One
acquired the remaining approximate 67% of Dogwood for $3.6 million. Founded in
1995, ROA owns and operates WHTA-FM. Dogwood owns WAMJ-FM which, prior to ROA's
acquisition of 100% of Dogwood, ROA operated under an LMA. Upon the completion
of these acquisitions, ROA became a wholly-owned subsidiary of Radio One, and
Dogwood became a wholly owned subsidiary of ROA. See "Certain Relationships and
Related Transactions."
 
<TABLE>
<CAPTION>
                                    1996(/1/) 1997(/1/) 1998(/1/) Fall 1998(/2/)
                                    --------- --------- --------- --------------
<S>                                 <C>       <C>       <C>       <C>
WHTA-FM
  Audience share (12-plus).........    4.9       5.0       4.7         4.5
  Audience share rank (12-plus)....      9         9         9           9
  Audience share (25-54)...........    8.0       8.0       8.6         8.3
  Audience share rank (25-54)......      5         4         4           4
  Revenue share....................    2.2%      2.9%      3.5%        n/a
  Revenue rank.....................     12        12        12         n/a
WAMJ-FM(/3/)
  Audience share (12-plus).............................    2.2         1.8
  Audience share rank (12-plus)........................     15          17
  Audience share (25-54)...............................    3.1         2.5
  Audience share rank (25-54)..........................     13          14
  Revenue share........................................    1.1%        n/a
  Revenue rank.........................................    n/a         n/a
</TABLE>
--------
As used in this table, "n/a" means not available or not applicable.
(1) Audiences share and audience share rank data are based on Arbitron Survey
    four book averages for the years indicated ending with the Fall Arbitron
    Survey. Revenue share and rank data are based on the Radio Revenue Report
    by Miller Kaplan for 1998, 1997 and 1996, as applicable. Revenue share for
    WAMJ-FM represents its net broadcast revenue as a percentage of the market
    radio revenue reported by Miller Kaplan for December 1998, as adjusted for
    WAMJ-FM's net broadcast revenue.
(2) Fall 1998 Arbitron Survey.
(3) WAMJ-FM commenced broadcasting in December 1997.
 
                                       51
<PAGE>
 
   WHTA-FM. In 1995, ROA acquired WHTA-FM (formerly WQUL-FM) from Design Media,
Inc. for approximately $4.8 million. WHTA-FM was a 6 kW Class A facility
licensed to Griffin, Georgia, a community 40 miles southwest of the Atlanta
market. Prior to selling the station, Design Media received a construction
permit to upgrade the station to Class C3 and changed its community of license
to Fayetteville, Georgia. In conjunction with Radio One's management, Design
Media moved the station's transmitter site 20 miles closer to Atlanta. In July
1995, ROA launched a new Young Urban Contemporary music format that has
consistently garnered a 4.5 to 5.0 share of the 12-plus age demographic. WHTA-
FM remains consistently ranked in the top three stations in its primary target
group, the 12-17 age demographic, and in the top five stations among its
secondary target group, the 18-34 age demographic, ranking number four in the
Fall 1998 Arbitron Survey with an 8.3 share.
 
   WAMJ-FM. In March 1997, ROA entered into an agreement with Dogwood to
provide financing for a new 6 kW Class A radio station that had been assigned
to Roswell, Georgia, a community approximately twenty miles north of downtown
Atlanta. ROA received an approximate 33% ownership stake, along with an option
to purchase 100% of the station. ROA also entered into an LMA allowing ROA to
operate the station in the Atlanta market. On December 16, 1997, ROA launched
an R&B oldies format on WAMJ-FM targeting the 25-54 age demographic. In
November 1998, Dogwood received an FCC construction permit to upgrade WAMJ's
signal to Class C3. WAMJ-FM began operating at 25 kW in December 1998, greatly
improving its penetration of the Atlanta market and giving the station total
coverage of the Atlanta metropolitan area.
 
   In Atlanta, Radio One competes directly against Infinity's Young Urban
Contemporary station, WVEE-FM, and against Midwestern Broadcasting's Urban
Adult Contemporary station, WALR-FM. However, Radio One owns more FM radio
stations targeting African-Americans in Atlanta than any other entity.
 
 Philadelphia, Pennsylvania
 
   The Philadelphia market is estimated to be the fifth largest radio market in
terms of MSA population. In 1998, this market had advertising revenue estimated
to be $242.3 million, making it the seventh largest radio market in terms of
advertising revenue. In 1996, Philadelphia had the sixth largest African-
American population in the United States with an MSA population of
approximately 4.9 million (approximately 19.9% of which was African-American).
Philadelphia experienced annual radio revenue growth of 9.4% between 1991 and
1996, and radio revenue in Philadelphia is expected to continue growing at an
annual pace of 6.5% between 1997 and 2001. (Source: BIA 1998 Fourth Edition)
 
<TABLE>
<CAPTION>
                                              1997(/1/) 1998(/1/) Fall 1998(/2/)
                                              --------- --------- --------------
<S>                                           <C>       <C>       <C>
WPHI-FM
  Audience share (12-plus)...................    3.6       3.3         3.3
  Audience share rank (12-plus)..............     15        13t         14
  Audience share (18-34).....................    6.4       6.0         6.0
  Audience share rank (18-34)................      5         5           5
  Revenue share..............................    1.2%      2.2%        n/a
  Revenue rank...............................     18        16         n/a
</TABLE>
--------
As used in this table, "n/a" means not available or not applicable and "t"
means tied with one or more other radio stations.
(1) Audiences share and audience share rank data are based on Arbitron Survey
    four book averages ending with the Fall Arbitron Survey for the years
    indicated. Revenue share and rank data are based on the Radio Revenue
    Report by Miller Kaplan for December 1998 and 1997, as applicable.
(2) Fall 1998 Arbitron Survey.
 
   WPHI-FM. On February 8, 1997, Radio One entered into an LMA with the owner
of WPHI-FM (formerly WDRE-FM), and changed the radio station's programming
format from Modern Rock to Young Urban Contemporary targeting the 18-34 age
demographic. On May 19, 1997, we acquired WPHI-FM for approximately $20.0
million, providing us with an opportunity to apply our operating strategy in
another top-30 African-American market. Although WPHI-FM is a Class A facility
operating at the equivalent of 3 kW, we believe it adequately reaches at least
90% of African-Americans in Philadelphia. In the Fall 1998 Arbitron Survey,
WPHI-FM achieved a 3.3 share in the 12-plus age demographic and had solidly
positioned itself as the number two Young Urban Contemporary station in the
market behind WUSL-FM.
 
                                       52
<PAGE>
 
 Detroit, Michigan
 
   The Detroit market is estimated to be the seventh largest radio market in
terms of MSA population. In 1998, this market had advertising revenue estimated
to be $225.1 million, making it the 11th largest radio market in terms of
advertising revenue. Detroit is the fifth largest African-American market with
an MSA population of approximately 4.5 million in 1996 (approximately 22.5% of
which was African-American). Detroit experienced annual radio revenue growth of
8.4% between 1991 and 1996, and radio revenue in Detroit is expected to
continue growing at an annual pace of 7.5% between 1997 and 2001. (Source: BIA
1998 Fourth Edition)
 
<TABLE>
<CAPTION>
                                                        1998(/1/) Fall 1998(/2/)
                                                        --------- --------------
<S>                                                     <C>       <C>
WDTJ-FM
  Audience share (12-plus).............................    3.4         3.3
  Audience share rank (12-plus)........................     12          13
  Audience share (18-34)...............................    5.8         5.4
  Audience share rank (18-34)..........................      4           5
  Revenue share........................................    2.0         n/a
  Revenue rank.........................................    n/a         n/a
</TABLE>
--------
As used in this table, "n/a" means not available or not applicable.
(1) Audience share and audience share rank data are based on Arbitron Survey
    four book averages for the years indicated ending with the Fall Arbitron
    Survey. Revenue share and rank data are based on the Radio Revenue Report
    by Hungerford for 1998.
(2)Fall 1998 Arbitron Survey.
 
   WDTJ-FM and WCHB-AM. On June 30, 1998, Radio One acquired Bell Broadcasting,
which owns two radio stations, WDTJ-FM (formerly WCHB-FM) and WCHB-AM, located
in the Detroit, Michigan market and one radio station, WJZZ-AM, located in
Kingsley, Michigan. Radio One paid approximately $34.2 million in cash and the
cost of certain improvements to the stations. WDTJ-FM is a Young Urban
Contemporary station similar to our WERQ-FM in Baltimore and WKYS-FM in
Washington, D.C. WCHB-AM's facilities were recently upgraded from 25 kW to 50
kW. In the future, we may dispose of the station located in Kingsley, Michigan
because that station is not integral to the Bell Broadcasting operation and is
located a substantial distance from Detroit.
 
   WWBR-FM. On December 28, 1998, Radio One acquired Allur-Detroit for
approximately $26.5 million in cash. Allur-Detroit owns WWBR-FM licensed to Mt.
Clemens, Michigan, which is part of the Detroit MSA. Allur-Detroit's
stockholders included Syncom Venture Partners, an affiliate of one of Radio
One's stockholders, Syncom. On January 16, 1999, we changed the format of WWBR-
FM to Adult Contemporary. WWBR-FM is the first station owned by Radio One that
primarily targets a non-African-American audience.
 
 St. Louis, Missouri
 
   The St. Louis market is estimated to be the 19th largest radio market in
terms of MSA population. In 1998, this market had advertising revenue estimated
to be $116.5 million, making it the 18th largest radio market in terms of
advertising revenue. St. Louis is the 16th largest African-American market with
an MSA population of approximately 2.6 million in 1996 (approximately 17.2% of
which was African-American). St. Louis experienced annual radio revenue growth
of 8.8% between 1991 and 1996, and radio revenue in St. Louis is expected to
continue growing at an annual rate of 6.9% between 1997 and 2001. (Source: BIA
1998 Fourth Edition)
 
   On November 23, 1998, Radio One entered into an agreement to acquire the
assets of WFUN-FM, licensed to Bethalto, Illinois for approximately $13.6
million in cash. We expect to move WFUN-FM to a broadcast tower site closer to
downtown St. Louis, reformat the station and upgrade its signal from 6 kW to
25 kW.
 
   The FCC approved of Radio One's acquisition of the assets of WFUN-FM on
January 26, 1999. The FCC's action will become a final action on March 10,
1999, provided that no party files a petition for reconsideration of the FCC's
action and the FCC does not reconsider the decision on its own motion.
 
 
                                       53
<PAGE>
 
 Cleveland, Ohio
 
   The Cleveland market is estimated to be the 23rd largest radio market in
terms of MSA population and advertising revenue. In 1998, this market had
advertising revenue estimated to be $96.7 million. Cleveland is the 17th
largest African-American market with an MSA population of approximately 2.1
million (approximately 18.7% of which was African-American). Cleveland
experienced annual radio revenue growth of 7.9% between 1991 and 1996, and
radio revenue in Cleveland is expected to continue growing at an annual pace of
6.9% between 1997 and 2001. (Source: BIA 1998 Fourth Edition)
 
   On March   , 1999, Radio One entered into an asset purchase agreement with
Clear Channel Communications to acquire WENZ-FM and WERE-AM for approximately
$20.0 million in cash.
 
   WENZ-FM is licensed to Cleveland, Ohio, and is currently programming an
Alternative Rock format. WENZ-FM garnered 2.4 share in the Fall 1998 Arbitron
Survey of the market's 12-plus age demographic.
 
   WERE-AM is licensed to Cleveland, Ohio, and is currently programming a News
Talk format. WERE-AM achieved a 0.4 share in the Fall 1998 Arbitron Survey of
the market's 12-plus age demographic.
 
   Consummation of the acquisition of radio stations WENZ-FM and WERE-AM is
subject to the receipt of prior FCC approval. An application for FCC consent to
the acquisition of radio stations WENZ-FM and WERE-AM was filed on February 8,
1999, and we anticipate that initial approval will be granted before May 1,
1999, after the petition to deny period has elapsed, but there can be no
assurance that FCC approval for the acquisition will be obtained. In addition,
the acquisition will undergo review by the Justice Department pursuant to the
requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR
Act"). There can be no assurance that in connection with such review that the
Justice Department will not require a restructuring of the acquisition.
 
 Richmond, Virginia
 
   Richmond is estimated to be the 57th largest radio market in terms of MSA
population. In 1998, this market had radio advertising revenue estimated to be
$45.8 million, making it the 46th largest radio market in terms of advertising
revenue. Richmond is the 19th largest African-American market with an MSA
population of approximately 937,000 in 1996 (approximately 30.0% of which was
African-American). Richmond experienced annual radio revenue growth of 5.7%
between 1991 and 1996, and radio revenue in Richmond is expected to continue
growing at an annual rate of 6.5% between 1997 and 2001. (Source: BIA 1998
Fourth Edition)
 
   Radio One believes that Richmond is a particularly attractive market due to
its proximity to Radio One headquarters in the Washington, D.C area. Due to
this proximity, Radio One believes that it can leverage its regional advertiser
relationships and its regionally located management and on-air talent in the
Richmond market. We have entered into agreements or letters of intent to
acquire six FM and one AM radio stations in three separate transactions. Upon
completion of these acquisitions, we believe we will be well positioned as a
strong provider of urban-oriented programming to Richmond's African-American
market. We will also be the second provider of Country programming and will
have additional signals available for other format opportunities and under-
served demographics in the Richmond market.
 
   On February 10, 1999, Radio One entered into an asset purchase agreement to
acquire WDYL-FM, licensed to Chester, Virginia for approximately $4.6 million
in cash. WDYL-FM, currently a Religious format station, is in the Richmond,
Virginia market.
 
   On February 26, 1999, Radio One entered into an asset purchase agreement to
acquire WKJS-FM, licensed to Crewe, Virginia, and WSOJ-FM, licensed to
Petersburg, Virginia, for approximately $12.0 million in cash, subject to
purchase price adjustments. Both stations, currently urban format stations, are
in the Richmond, Virginia market.
 
 
                                       54
<PAGE>
 
   WKJS-FM, licensed to Crewe, Virginia, is a 100 kW station and generally
covers the entire Richmond market. The station changed its format from Oldies
to Urban Adult Contemporary in March 1998 and has since experienced a
significant ratings increase. WKJS-FM's ratings increased from a 3.1 share in
the 12-plus age demographic in the Winter 1998 Arbitron Survey to an 8.2 share
in the 12-plus age demographic in the Fall 1998 Arbitron Survey. In the 25-54
age demographic, WKJS-FM earned a 10.6 share in the Fall 1998 Arbitron Survey,
ranking it number one, tied with one other station.
 
   WSOJ-FM, licensed to Petersburg, Virginia, primarily covers Petersburg,
located in the southern portion of the Richmond metropolitan area. A Young
Urban Contemporary station, WSOJ-FM earned a 3.2 share in the 12-plus age
demographic in the Fall 1998 Arbitron Survey. WKJS-FM and WSOJ-FM have been
operated and sold in combination for most of 1998.
 
   On March   , 1999, Radio One entered into an asset purchase agreement to
purchase WCDX-FM, WPLZ-FM, WJRV-FM and WGCV-AM, for $34.0 million. WCDX-FM, a
Young Urban Contemporary station licensed to Mechanicsville, Virginia, covers
the entire Richmond metropolitan area. WCDX-FM has averaged a 10.1 share of the
12-plus age demographic for the last 2 years and is currently ranked number two
overall in the 12-plus age demographic, tied with another station with an 8.8
share, according to the Fall 1998 Arbitron Survey. WCDX-FM is also ranked
number one in the 18-34 age demographic and number four in the 25-54 age
demographic.
 
   WCDX-FM's sister station, WPLZ-FM, currently programs an Urban Oldies format
and earned a 4.8 share of the 12-plus age demographic in the Fall 1998 Arbitron
Survey. WPLZ-FM, licensed to Petersburg, Virginia, primarily covers the
southern Richmond metropolitan area. The two stations have historically been
sold in combination and have been the market leaders in terms of urban radio
revenue share. WJRV-FM, licensed to Richmond, Virginia, recently changed
formats from Smooth Jazz to Country, in order to challenge WKHK-FM, the leading
country radio station in Richmond. WJRV-FM earned a 1.5 share of the 12-plus
age demographic in the Fall 1998 Arbitron Survey after approximately 3 months
in the Country format. WGCV-AM is a Religious formatted station, licensed to
Petersburg, Virginia, that does not currently have any significant audience or
revenue share.
 
   Consummation of the acquisition of these radio stations in Richmond is
subject to the receipt of prior FCC approval. An application for FCC consent to
the acquisition of WDYL-FM was filed on February 18, 1999, and we anticipate
that initial approval of the acquisition will be granted by May 1, 1999, after
the petition to deny period has elapsed, but there can be no assurance that FCC
approval for the acquisition will be obtained. An application for FCC consent
to the acquisitions of WKJS-FM and WSOJ-FM was filed on March 5, 1999, and we
anticipate that initial approval of the acquisitions will be granted by June 1,
1999, after the petition to deny period has elapsed, but there can be no
assurance that FCC approval of the acquisitions will be obtained. An
application for FCC consent to the acquisitions of WJRV-FM, WCDX-FM, WPLZ-FM
and WGCV-AM was filed on April   , 1999, and we anticipate that initial
approval of the acquisitions will be granted by June 1, 1999, after the
petition to deny period has elapsed, but there can be no assurance that FCC
approval for the acquisitions will be obtained. In addition, the acquisitions
of WRJV-FM, WCDX-FM, WPLZ-FM and WGCV-AM will undergo review by the Justice
Department pursuant to the requirements of the HSR Act. There can be no
assurance that in connection with such review the Justice Department will not
require a restructuring of the acquisitions.
 
 East Coast Market
 
   On February 11, 1999, Radio One entered into a letter of intent to acquire a
radio station in an East Coast market. Consummation of the acquisition of this
radio station is subject to, among other things, the receipt of prior FCC
approval. An application for FCC consent to the acquisition is expected to be
filed by May 31, 1999. Once the FCC application is filed, we anticipate that
initial approval to the acquisition will be granted after the petition to deny
period has elapsed, but there can be no assurance that FCC approval for the
acquisition will be obtained.
 
                                       55
<PAGE>
 
Advertising Revenue
 
   Substantially all of Radio One's net broadcast revenue is generated from the
sale of local and national advertising for broadcast on our radio stations.
Additional net broadcast revenue is generated from network compensation
payments and other miscellaneous transactions. Local sales are made by the
sales staffs located in our markets. National sales are made by firms
specializing in radio advertising sales on the national level, in exchange for
a commission from Radio One that is based on a percentage of our net broadcast
revenue from the advertising obtained. Approximately 67.4% of our net broadcast
revenue for the fiscal year ended December 31, 1998, was generated from the
sale of local advertising and 30.3% from sales to national advertisers, with
the balance of net broadcast revenue being derived from network advertising,
tower rental income and ticket and other revenue related to special events
hosted by Radio One.
 
   We believe that advertisers can reach the African-American community more
cost effectively through radio broadcasting than through newspapers or
television. Advertising rates charged by radio stations are based primarily on
(i) a radio station's audience share within the demographic groups targeted by
the advertisers, (ii) the number of radio stations in the market competing for
the same demographic groups, and (iii) the supply and demand for radio
advertising time. Advertising rates are generally highest during the morning
and afternoon commuting hours.
 
   A radio station's listenership is reflected in ratings surveys that estimate
the number of listeners tuned to a radio station and the time they spend
listening to that radio station. Each radio station's ratings are used by its
advertisers to consider advertising with the radio station, and are used by
Radio One to chart audience growth, set advertising rates and adjust
programming.
 
Strategic Diversification
 
   Radio One will continue to evaluate potential radio acquisitions in African-
American markets. We are exploring opportunities in other forms of media to
apply our expertise in marketing to African-Americans. Such opportunities could
include outdoor advertising in urban environments, an urban-oriented Internet
strategy, an urban-oriented radio network, music production, publishing and
other related businesses.
 
   We recently entered into an exclusive programming agreement with XM
Satellite Radio, Inc. to provide African-American talk and music programming to
be broadcast on XM Satellite's satellite digital audio radio service, which is
expected to be available in 2000.
 
   We have also invested, together with most publicly-traded radio companies,
in a recent private placement for USA Digital Radio, Inc., a leading developer
of in-band on-channel digital audio broadcast technology. This technology could
enable radio broadcasters to convert from analog to digital broadcasting within
the existing frequency allocation of their AM and FM stations. In conjunction
with this investment, Alfred C. Liggins, III, the Chief Executive Officer and
President of Radio One, became a board member of USA Digital Radio, Inc.
 
   Additionally, we have recently invested in PNE Media Holdings, LLC, a
privately-held outdoor advertising company with a presence in several of the
markets in which we own radio stations.
 
                                       56
<PAGE>
 
Properties
 
   The following chart sets forth the principal real property and radio related
facilities owned or leased by Radio One (including properties to be acquired
pursuant to pending acquisitions).
 
<TABLE>
<CAPTION>
                                                   Owned or Leased                        Approximate Size
Property Address         Type of Facility and Use (Expiration Date)  Tenant/Owner          (Square Feet)
----------------         ------------------------ ------------------ ----------------- ----------------------
<S>                      <C>                      <C>                <C>               <C>
5900 Princess Garden
Parkway,                   Corporate Office,      Leased             Radio One         21,546
1st, 7th and 8th Floors    WKYS-FM, WOL-AM        (expires 12/31/11)
Lanham, MD                 WMMJ-FM, WYCB-AM
                           Studio
4001 Nebraska Avenue,
 N.W.                      WKYS-FM                Leased             Radio One         Tower and
Washington, D.C.           Transmitter            (expires 11/30/01)                   transmitter space
62 Pierce Street, N.E.     WOL-AM Transmitter     Leased             Radio One         Tower and
Washington, D.C.                                  (expires 3/31/01)                    transmitter space
4400 Massachusetts
Avenue, N.W.               WMMJ-FM Transmitter    Leased             Radio One         Leased Tower space (+)
Washington, D.C.                                  (expires 4/30/04)                    200
100 St. Paul Street        WWIN-AM/FM,            Leased             Radio One         8,000
Baltimore, MD              WERQ-FM, WOLB-AM       (expires 10/31/03)
                           Studio
Greenmount Avenue and      WWIN-AM Transmitter    Leased             Radio One         225
29th Street                                       (expires 8/31/01)
Baltimore, MD
(Waverly Towers)
1315 W. Hamburg Street     WOLB-AM Transmitter    Leased             Radio One         Tower and
Baltimore, MD                                     (expires 12/31/00)                   transmitter space
7 St. Paul Street          Satellite Dish Space   Leased             Radio One         200
Baltimore, MD                                     (expires 4/22/04)
100 Old York Road          WPHI-FM, Studio        Leased             Radio One         5,661
Jenkintown, PA                                    (expires 10/31/03)
Domino Lane and Fowler
Street                     WPHI-FM Transmitter    Leased             Radio One         Tower and
Philadelphia, PA                                  (expires 6/29/06)                    transmitter space
2501 Hawkins Point Road    WWIN-FM Transmitter    Owned              Radio One         16,800
Baltimore City, MD
2709 Boarman Avenue        WERQ-FM Transmitter    Owned              Radio One         24,920
(4334-4338 Park Heights
Ave.)
Baltimore, MD
Walker Mill Road           WYCB-AM Transmitter    Leased             BHI               Tower and
District Heights, MD                              (expires 11/99)                      transmitter space
2994 East Grand River      WDTJ-FM, Studio        Leased             Bell Broadcasting 3,000
Detroit, MI 48202                                 (expires 6/30/99)
24600 Greenfield Road      WDTJ-FM Transmitter    Leased             Bell Broadcasting Tower and
Oak Park, MI                                      (expires 3/31/04)                    transmitter space
32790 Henry Huff Road      WCHB-AM Office Site    Owned              Bell Broadcasting 80 acres
Romulus, MI
York Road                  WJZZ-AM Transmitter    Owned              Bell Broadcasting
Kingsley, MI
Huron Township, MI         WCHB-AM Transmitter    Owned              Bell Broadcasting 80 acres
Tyrone Cook Road #1        WHTA-FM Transmitter    Leased             ROA               Tower and
Tyrone, GA                                        (expires 12/6/09)                    transmitter space
75 Piedmont Ave.           WHTA-FM                Leased             ROA               11,600
Atlanta, GA                WAMJ-FM                (expires 10/1/04)
                           Studio
</TABLE>
 
                                       57
<PAGE>
 
<TABLE>
<CAPTION>
                                            Owned or Leased               Approximate Size
Property Address  Type of Facility and Use (Expiration Date) Tenant/Owner  (Square Feet)
----------------  ------------------------ ----------------- ------------ ----------------
<S>                      <C>                    <C>                <C>           <C>
1050 Crown Pointe        WAMJ-FM Transmitter    Leased             Dogwood       Tower and
Atlanta, GA                                     (expires 8/31/01)                transmitter space
850 Stephenson Highway   WWBR-FM                Leased             Allur-Detroit 5,766
Troy, MI                 Studio                 (expires 2/1/02)
21340 Pitko Street       WWBR-FM Transmitter    Leased             Allur-Detroit Tower and
Mt. Clemens, MI                                 (expires 12/31/08)               transmitter space
Edwardsville Township,
IL                       WFUN-FM Transmitter    Owned              Radio One     3 acres
500 Northwest Plaza      WFUN-FM Studio         Leased             Radio One     1,396
Office Tower, Suite 310                         (expires 3/31/99)
St. Ann, MO
Larimore Road            WFUN-FM Transmitter    Leased             Radio One     Tower and
St. Louis, MO                                                                    transmitter space
North Royalton, OH       WERE-AM Transmitter    Owned              Radio One     Tower and
                                                                                 transmitter space
Newbury Township, OH     WENZ-FM Transmitter    Owned              Radio One     Tower and
                                                                                 transmitter space
                         WERE-AM/WENZ-FM Studio Leased             Radio One
4312 Old Hundred Rd.     WDYL-FM Studio         Leased             Radio One     1,872
Chester, VA                                     (expires 2000)
10300 Brightwood Avenue  WDYL-FM Transmitter    Leased             Radio One     Tower and
Chesterfield, VA                                (expires 2014)                   transmitter space
6001 Wilkinson Road      WKJS-FM/WSOJ-FM        Leased             Radio One
Richmond, VA             Studio                 (expires 2000)
East Side Rt. 608        WKJS-FM Transmitter    Owned              Radio One     Tower and
Nottoway County, VA                                                              transmitter space
3321 Johnson Rd.         WSOJ-FM Transmitter    Leased             Radio One     Tower and
Petersburg, VA                                  (expires 10/31/02)               transmitter space
                         WCDX-FM, WPLZ-FM,
                         WJRV-FM, and
                         WGCV-AM Studio
                         WCDX-FM Transmitter    Leased             Radio One     Tower and
                                                                                 transmitter space
                         WPLZ-FM Transmitter    Owned              Radio One     Tower and
                                                                                 transmitter space
                         WJRV-FM Transmitter    Leased             Radio One     Tower and
                                                                                 transmitter space
                         WGCV-AM Transmitter    Owned              Radio One     Tower and
                                                                                 transmitter space
</TABLE>
 
   The real property owned or leased by Radio One is the subject of a security
interest held pursuant to the terms of our Bank Credit Facility.
 
   Radio One owns substantially all of our other equipment, consisting
principally of studio equipment and office equipment. The towers, antennae and
other transmission equipment used by our radio stations are generally in good
condition, although opportunities to upgrade facilities are periodically
reviewed.
 
   We believe that the facilities for our radio stations and office space in
Washington, D.C., Baltimore, Atlanta, Philadelphia, Detroit, St. Louis and
Richmond are generally suitable and of adequate size for their current and
intended purposes other than for routine modifications and expansions which may
be required from time to time but would not be expected to have a material
adverse effect on us or our financial position or performance. We believe we
will be able to obtain suitable facilities for our radio stations in Cleveland
and the East Coast market on reasonable terms.
 
 
                                       58
<PAGE>
 
Competition
 
   The radio broadcasting industry is highly competitive. Radio One's stations
compete for audiences and advertising revenue with other radio stations and
with other media such as television, newspapers, direct mail and outdoor
advertising. Audience ratings and advertising revenue are subject to change and
any adverse change in a market could adversely affect our net broadcast revenue
in that market. If a competing station converts to a format similar to that of
one of our stations, or if one of our competitors strengthens its operations,
our stations could suffer a reduction in ratings and advertising revenue. Other
radio companies which are larger and have more resources may also enter markets
where we operate. Although we believe our stations are well positioned to
compete, we cannot assure you that our stations will maintain or increase their
current ratings or advertising revenue.
 
   The radio broadcasting industry is also subject to rapid technological
change, evolving industry standards and the emergence of new media
technologies. Several new media technologies are being developed, including the
following: (i) audio programming by cable television systems, direct broadcast
satellite systems, Internet content providers and other digital audio broadcast
formats; (ii) satellite digital audio radio service, which could result in the
introduction of several new satellite radio services with sound quality
equivalent to that of compact discs; and (iii) in-band on-channel digital
radio, which could provide multi-channel, multi-format digital radio services
in the same band width currently occupied by traditional AM and FM radio
services. We recently entered into a programming agreement with a satellite
digital audio radio service and have also invested in a developer of digital
audio broadcast technology. However, we cannot assure you that these
arrangements will be successful or enable us to adapt effectively to these new
media technologies. We also cannot assure you that we will continue to have the
resources to acquire other new technologies or to introduce new services that
could compete with other new technologies.
 
Antitrust
 
   An important part of our growth strategy is the acquisition of additional
radio stations. After the passage of the Telecommunications Act of 1996, the
Justice Department has become more aggressive in reviewing proposed
acquisitions of radio stations and radio station networks. The Justice
Department is particularly aggressive when the proposed buyer already owns one
or more radio stations in the market of the station it is seeking to buy.
Recently, the Justice Department has challenged a number of radio broadcasting
transactions. Some of those challenges ultimately resulted in consent decrees
requiring, among other things, divestitures of certain stations. In general,
the Justice Department has more closely scrutinized radio broadcasting
acquisitions that result in local market shares in excess of 40% of radio
advertising revenue. Similarly, the FCC staff has announced new procedures to
review proposed radio broadcasting transactions even if the proposed
acquisition otherwise complies with the FCC's ownership limitations. In
particular, the FCC may invite public comment on proposed radio transactions
that the FCC believes, based on its initial analysis, may present ownership
concentration concerns in a particular local radio market.
 
Federal Regulation of Radio Broadcasting
 
   The radio broadcasting industry is subject to extensive and changing
regulation by the FCC of programming, technical operations, employment and
other business practices. The FCC regulates radio broadcast stations pursuant
to the Communications Act. The Communications Act permits the operation of
radio broadcast stations only in accordance with a license issued by the FCC
upon a finding that the grant of a license would serve the public interest,
convenience and necessity. The Communications Act provides for the FCC to
exercise its licensing authority to provide a fair, efficient and equitable
distribution of broadcast service throughout the United States. Among other
things, the FCC assigns frequency bands for radio broadcasting; determines the
particular frequencies, locations and operating power of radio broadcast
stations; issues, renews, revokes and modifies radio broadcast station
licenses; establishes technical requirements for certain transmitting equipment
used by radio broadcast stations; adopts and implements regulations and
policies that directly or
 
                                       59
<PAGE>
 
indirectly affect the ownership, operation, program content and employment and
business practices of radio broadcast stations; and has the power to impose
penalties, including monetary forfeitures, for violations of its rules and the
Communications Act.
 
   The Communications Act prohibits the assignment of an FCC license, or other
transfer of control of an FCC licensee, without the prior approval of the FCC.
In determining whether to grant requests for consents to assignments or
transfers, and in determining whether to grant or renew a radio broadcast
license, the FCC considers a number of factors pertaining to the licensee (and
any proposed licensee), including restrictions on foreign ownership, compliance
with FCC media ownership limits and other FCC rules, licensee "character" and
compliance with the Anti-Drug Abuse Act of 1988.
 
   The following is a brief summary of certain provisions of the Communications
Act and specific FCC rules and policies. This summary does not purport to be
complete and is qualified in its entirety by the text of the Communications
Act, the FCC's rules and regulations, and the rulings of the FCC. You should
refer to the Communications Act and these FCC rules and rulings for further
information concerning the nature and extent of federal regulation of radio
broadcast stations.
 
   A licensee's failure to observe the requirements of the Communications Act
or FCC rules and policies may result in the imposition of various sanctions,
including admonishment, fines, the grant of "short" (less than the maximum
eight-year) renewal terms, the grant of a license with conditions or, for
particularly egregious violations, the denial of a license renewal application,
the revocation of an FCC license or the denial of FCC consent to acquire
additional broadcast properties. Congress and the FCC have had under
consideration, and may in the future consider and adopt, new laws, regulations
and policies regarding a wide variety of matters that could, directly or
indirectly, affect the operation, ownership and profitability of Radio One's
radio stations, result in the loss of audience share and advertising revenue
for our radio broadcast stations or affect our ability to acquire additional
radio broadcast stations or finance such acquisitions. Such matters may include
changes to the license authorization and renewal process; proposals to impose
spectrum use or other fees on FCC licensees; auction of new broadcast licenses;
changes to the FCC's equal employment opportunity regulations and other matters
relating to involvement of minorities and women in the broadcasting industry;
proposals to change rules relating to political broadcasting including
proposals to grant free air time to candidates, and other changes regarding
program content; proposals to restrict or prohibit the advertising of beer,
wine and other alcoholic beverages; technical and frequency allocation matters,
including creation of a new low power radio broadcast service; the
implementation of digital audio broadcasting on both a satellite and
terrestrial basis; changes in broadcast cross-interest, multiple ownership,
foreign ownership, cross-ownership and ownership attribution policies;
proposals to allow telephone companies to deliver audio and video programming
to homes in their service areas; and proposals to alter provisions of the tax
laws affecting broadcast operations and acquisitions.
 
   Radio One cannot predict what changes, if any, might be adopted, nor can we
predict what other matters might be considered in the future, nor can we judge
in advance what impact, if any, the implementation of any particular proposals
or changes might have on our business.
 
FCC Licenses
 
   The Communications Act provides that a broadcast station license may be
granted to any applicant if the public interest, convenience and necessity will
be served thereby, subject to certain limitations. In making licensing
determinations, the FCC considers an applicant's legal, technical, financial
and other qualifications. The FCC grants radio broadcast station licenses for
specific periods of time and, upon application, may renew them for additional
terms. Under the Communications Act, radio broadcast station licenses may be
granted for a maximum term of eight years.
 
   Generally, the FCC renews radio broadcast licenses without a hearing upon a
finding that: (i) the radio station has served the public interest, convenience
and necessity, (ii) there have been no serious violations by the licensee of
the Communications Act or FCC rules and regulations, and (iii) there have been
no other
 
                                       60
<PAGE>
 
violations by the licensee of the Communications Act or FCC rules and
regulations which, taken together, indicate a pattern of abuse. After
considering these factors, the FCC may grant the license renewal application
with or without conditions, including renewal for a term less than the maximum
otherwise permitted, or hold an evidentiary hearing. In addition, the
Communications Act authorizes the filing of petitions to deny a license renewal
during specific periods of time after a renewal application has been filed.
Interested parties, including members of the public, may use such petitions to
raise issues concerning a renewal applicant's qualifications. If a substantial
and material question of fact concerning a renewal application is raised by the
FCC or other interested parties, or if for any reason the FCC cannot determine
that grant of the renewal application would serve the public interest,
convenience and necessity, the FCC will hold an evidentiary hearing on the
application. If as a result of an evidentiary hearing the FCC determines that
the licensee has failed to meet the requirements specified above and that no
mitigating factors justify the imposition of a lesser sanction, then the FCC
may deny a license renewal application. Only after a license renewal
application is denied will the FCC accept and consider competing applications
for the vacated frequency. Also, during certain periods when a renewal
application is pending, the transferability of the applicant's license may be
restricted. Historically, Radio One's licenses have been renewed without any
conditions or sanctions imposed. However, there can be no assurance that the
licenses of each station owned by Radio One will be renewed or will be renewed
without conditions or sanctions.
 
   The FCC classifies each AM and FM radio station. An AM radio station
operates on either a clear channel, regional channel or local channel. A clear
channel is one on which AM radio stations are assigned to serve wide areas,
particularly at night. Clear channel AM radio stations are classified as
either: (i) Class A radio stations, which operate unlimited time and are
designed to render primary and secondary service over an extended area, or (ii)
Class B radio stations, which operate unlimited time and are designed to render
service only over a primary service area. Class D radio stations, which operate
either daytime, or unlimited time with low nighttime power, may operate on the
same frequencies as clear channel radio stations. A regional channel is one on
which Class B and Class D AM radio stations may operate and serve primarily a
principal center of population and the rural areas contiguous to it. A local
channel is one on which AM radio stations operate unlimited time and serve
primarily a community and the suburban and rural areas immediately contiguous
to it. A Class C AM radio station operates on a local channel and is designed
to render service only over a primary service area that may be reduced as a
consequence of interference.
 
   The minimum and maximum facilities requirements for an FM radio station are
determined by its class. Possible FM class designations depend upon the
geographic zone in which the transmitter of the FM radio station is located. In
general, commercial FM radio stations are classified as follows, in order of
increasing power and antenna height: Class A, B1, C3, B, C2, C1 or C radio
stations. The FCC recently has proposed to divide Class C stations into two
subclasses based on antenna height. Stations not meeting the minimum height
requirement within a three-year transition period would be downgraded
automatically to the new Class C0 category.
 
                                       61
<PAGE>
 
   The following table sets forth with respect to each of Radio One's radio
stations (giving pro forma effect to our pending acquisitions of radio stations
in St. Louis, Cleveland and Richmond): (i) the market, (ii) the radio station
call letters, (iii) the year of acquisition, (iv) the class of FCC license, (v)
the effective radiated power ("ERP"), if an FM radio station, or the power, if
an AM radio station, (vi) the antenna height above average terrain ("HAAT"), if
an FM radio station, or the above insulator measurement ("AI"), if an AM radio
station, (vii) the operating frequency and (viii) the date on which the radio
station's FCC license expires.
 
<TABLE>
<CAPTION>
                                                           ERP (FM)      HAAT (FM)
                                                          POWER (AM)      AI (AM)             EXPIRATION
                    STATION        YEARS OF    FCC            IN            IN                 DATE OF
MARKET(/1/)       CALL LETTERS    ACQUISITION CLASS     KILOWATTS(/2/)  METERS(/3/) FREQUENCY  LICENSE
-----------       ------------    ----------- -----     --------------  ----------- --------- ----------
<S>               <C>             <C>         <C>       <C>             <C>         <C>       <C>
Washington, D.C.    WOL-AM           1980        C            1.0           52.1     1450 kHz 10/01/2003
                    WMMJ-FM          1987        A            2.9(/4/)     146.0    102.3 MHz 10/01/2003
                    WKYS-FM          1995        B           24.0          215.0     93.9 MHz 10/01/2003
                    WYCB-AM          1998        C            1.0           50.9     1340 kHz 10/01/2003
Baltimore           WWIN-AM          1992        C            1.0           61.0     1400 kHz 10/01/2003
                    WWIN-FM          1992        A            3.0           91.0     95.9 MHz 10/01/2003
                    WOLB-AM          1993        D            1.0           85.4     1010 kHz 10/01/2003
                    WERQ-FM          1993        B           37.0          174.0     92.3 MHz 10/01/2003
Atlanta             WHTA-FM          1999       C3            7.9          175.0     97.5 MHz 04/01/2004
                    WAMJ-FM          1999       C3           25.0           98.0    107.5 MHz 04/01/2004
Philadelphia        WPHI-FM          1997        A            0.3(/5/)     305.0    103.9 MHz 08/01/2006
Detroit             WDTJ-FM          1998        B           20.0          221.0    105.9 MHz 10/01/2004
                    WCHB-AM          1998        B           25.0(/6/)      49.4     1200 kHz 10/01/2004
                    WJZZ-AM(/7/)     1998        D           50.0           59.7     1210 kHz 10/01/2004
                    WWBR-FM          1998        B           50.0          152.0    102.7 MHz 10/01/2004
St. Louis           WFUN-FM          1999        A(/8/)       6.0          100.0     95.5 MHz 12/01/2003
Cleveland           WERE-AM          1999        B            5.0          128.0     1300 kHz 10/01/2004
                    WENZ-FM          1999        B           16.0          272.0    107.9 MHz 10/01/2004
Richmond            WDYL-FM          1999        A            6.0(/9/)     100.0    101.1 MHz 10/01/2003
                    WKJS-FM          1999       C1          100.0          299.0    104.7 MHz 10/01/2003
                    WSOJ-FM          1999        A            4.7          113.0    100.3 MHz 10/01/2003
                    WCDX-FM          1999       B1            4.5          235.0     92.1 MHz 10/01/2003
                    WPLZ-FM          1999        A            6.0          100.0     99.3 MHz 10/01/2003
                    WJRV-FM          1999        A            2.3          162.0    105.7 MHz 10/01/2003
                    WGCV-AM          1999        C            1.0          122.0     1240 kHz 10/01/2003
</TABLE>
--------
(1)A broadcast station's market may be different from its community of license.
(2) The coverage of an AM radio station is chiefly a function of the power of
    the radio station's transmitter, less dissipative power losses and any
    directional antenna adjustments. For FM radio stations, signal coverage
    area is chiefly a function of the ERP of the radio station's antenna and
    the HAAT of the radio station's antenna.
(3) The height of an AM radio station's antenna is measured by reference to AI
    and the height of an FM radio station's antenna is measured by reference to
    HAAT.
(4) The FCC issued a construction permit to substitute a non-directional
    antenna for a directional antenna on September 11, 1998.
(5) WPHI-FM operates at a power equivalent to 3 kW at 100 meters.
(6) On October 30, 1996, the FCC issued a construction permit to operate with a
    power of 50 kW day and 15 kW night and we began testing on March 4, 1999.
(7) WJZZ-AM is licensed to Kingsley, Michigan, which is located outside of
    Traverse City, Michigan. The station is temporarily offthe air.
(8) An application to move the station's transmitter site closer to St. Louis
    and upgrade the station to Class C3 is pending.
(9)An application for a license to operate at 6 kW is pending.
 
                                       62
<PAGE>
 
   Ownership Matters. The Communications Act requires prior approval of the FCC
for the assignment of a broadcast license or the transfer of control of a
corporation or other entity holding a license. In determining whether to
approve an assignment of a radio broadcast license or a transfer of control of
a broadcast licensee, the FCC considers, among other things, the financial and
legal qualifications of the prospective assignee or transferee, including
compliance with FCC restrictions on non-U.S. citizen or entity ownership and
control, compliance with FCC rules limiting the common ownership of certain
"attributable" interests in broadcast and newspaper properties, the history of
compliance with FCC operating rules, and the "character" qualifications of the
transferee or assignee and the individuals or entities holding "attributable"
interests in them. Applications to the FCC for assignments and transfers are
subject to petitions to deny by interested parties.
 
   To obtain the FCC's prior consent to assign or transfer a broadcast license,
appropriate applications must be filed with the FCC. If the application to
assign or transfer the license involves a substantial change in ownership or
control of the licensee (e.g., the transfer of more than 50% of the voting
stock), the application must be placed on public notice for a period of 30 days
during which petitions to deny the application may be filed by interested
parties, including members of the public. Informal objections may be filed any
time up until the FCC acts upon the application. If an assignment application
does not involve new parties, or if a transfer of control application does not
involve a "substantial change" in ownership or control, it is a pro forma
application, which is not subject to the public notice and 30-day petition to
deny procedure. The pro forma application is nevertheless subject to informal
objections that may be filed any time up until the FCC acts on the application.
If the FCC grants an assignment or transfer application, interested parties
have 30 days from public notice of the grant to seek reconsideration of that
grant. The FCC usually has an additional ten days to set aside such grant on
its own motion. When ruling on an assignment or transfer application, the FCC
is prohibited from considering whether the public interest might be served by
an assignment or transfer to any party other than the assignee or transferee
specified in the application.
 
   Under the Communications Act, a broadcast license may not be granted to or
held by any corporation that has more than 20% of its capital stock owned or
voted by non-U.S. citizens or entities or their representatives, by foreign
governments or their representatives, or by non-U.S. corporations. Furthermore,
the Communications Act provides that no FCC broadcast license may be granted to
or held by any corporation directly or indirectly controlled by any other
corporation of which more than 25% of its capital stock is owned of record or
voted by non-U.S. citizens or entities or their representatives, or foreign
governments or their representatives or by non-U.S. corporations, if the FCC
finds the public interest will be served by the refusal or revocation of such
license. These restrictions apply in modified form to other forms of business
organizations, including partnerships and limited liability companies. Thus,
the licenses for Radio One's stations could be revoked if more than 25% of
Radio One's outstanding capital stock is issued to or for the benefit of non-
U.S. citizens.
 
   The FCC generally applies its other broadcast ownership limits to
"attributable" interests held by an individual, corporation, partnership or
other association or entity, including limited liability companies. In the case
of a corporation holding broadcast licenses, the interests of officers,
directors and those who, directly or indirectly have the right to vote five
percent or more of the stock of a licensee corporation are generally deemed
attributable interests, as are positions as an officer or director of a
corporate parent of a broadcast licensee. The FCC treats all partnership
interests as attributable, except for those limited partnership interests that
under FCC policies are considered "insulated" from "material involvement" in
the management or operation of the media-related activities of the partnership.
The FCC currently treats limited liability companies like limited partnerships
for purposes of attribution. Stock interests held by insurance companies,
mutual funds, bank trust departments and certain other passive investors that
hold stock for investment purposes only become attributable with the ownership
of ten percent or more of the voting stock of the corporation holding broadcast
licenses. To assess whether a voting stock interest in a direct or an indirect
parent corporation of a broadcast licensee is attributable, the FCC uses a
"multiplier" analysis in which non-controlling voting stock interests are
deemed proportionally reduced at each non-controlling link in a multi-
corporation ownership chain. A time brokerage agreement with another radio
station in the same market creates an attributable interest in the
 
                                       63
<PAGE>
 
brokered radio station as well for purposes of the FCC's local radio station
ownership rules, if the agreement affects more than 15% of the brokered radio
station's weekly broadcast hours.
 
   Debt instruments, non-voting stock, options and warrants for voting stock
that have not yet been exercised, insulated limited partnership interests where
the limited partner is not "materially involved" in the media-related
activities of the partnership, and minority voting stock interests in
corporations where there is a single holder of more than 50% of the outstanding
voting stock whose vote is sufficient to affirmatively direct the affairs of
the corporation, generally do not subject their holders to attribution.
However, the FCC's rules also specify other exceptions to these general
principles for attribution. However, the FCC is currently evaluating whether
to: (i) raise the benchmark for voting stock from five to ten percent, (ii)
raise the benchmark for passive investors holding voting stock from ten to
twenty percent, (iii) continue the single 50% stockholder exception, and/or
(iv) attribute non-voting stock or perhaps only when combined with other rights
such as voting shares or contractual relationships. More recently, the FCC has
solicited comment on proposed rules that would (i) treat an otherwise non-
attributable ownership equity or debt interest in a licensee as an attributable
interest where the interest holder is a program supplier or the owner of a
broadcast station in the same market and the equity and/or debt holding is
greater than a specified benchmark and (ii) in certain circumstances, treat the
licensee of a broadcast station that sells advertising time of another station
in the same market pursuant to a joint sales agreement as having an
attributable interest in the station whose advertising is being sold.
 
   The Communications Act and FCC rules generally restrict ownership, operation
or control of, or the common holding of attributable interests in (i) radio
broadcast stations above certain limits servicing the same local market, (ii) a
radio broadcast station and a television broadcast station servicing the same
local market, and (iii) a radio broadcast station and a daily newspaper serving
the same local market. These rules include specific signal contour overlap
standards to determine compliance, and the FCC defined market will not
necessarily be the same market used by Arbitron or other surveys, or for
purposes of the HSR Act. Under these "cross-ownership" rules, Radio One, absent
waivers, would not be permitted to own a radio broadcast station and acquire an
attributable interest in any daily newspaper or television broadcast station
(other than a low-powered television station) in the same market where we then
owned any radio broadcast station, and Radio One's stockholders, officers or
directors, absent a waiver, could not hold an attributable interest in a daily
newspaper or television broadcast station in those same markets. The FCC is
currently reviewing the ban on common ownership of a radio station and a daily
newspaper in the same market. The FCC's rules provide for the liberal grant of
a waiver of the rule prohibiting common ownership of radio and television
stations in the same geographic market in the top 25 television markets if
certain conditions are satisfied, and the FCC will consider waivers in other
markets under more restrictive standards. The FCC is reviewing its ban on the
common ownership of a radio station and a television station or newspaper
including extending the policy of liberal waivers of common ownership of radio
and television stations to the top 50 television markets.
 
   Although current FCC nationwide radio broadcast ownership rules allow one
entity to own, control or hold attributable interests in an unlimited number of
FM radio stations and AM radio stations nationwide, the Communications Act and
the FCC's rules limit the number of radio broadcast stations in local markets
in which a single entity may own an attributable interest as follows:
 
  .  In a radio market with 45 or more commercial radio stations, a party may
     own, operate or control up to eight commercial radio stations, not more
     than five of which are in the same service (AM or FM).
 
  .  In a radio market with between 30 and 44 (inclusive) commercial radio
     stations, a party may own, operate or control up to seven commercial
     radio stations, not more than four of which are in the same service (AM
     or FM).
 
  .  In a radio market with between 15 and 29 (inclusive) commercial radio
     stations, a party may own, operate or control up to six commercial radio
     stations, not more than four of which are in the same service (AM or
     FM).
 
 
                                       64
<PAGE>
 
  .  In a radio market with 14 or fewer commercial radio stations, a party
     may own, operate or control up to five commercial radio stations, not
     more than three of which are in the same service (AM or FM), except that
     a party may not own, operate, or control more than 50 percent of the
     radio stations in such market.
 
   The FCC is currently reviewing the effect of local market ownership
limitations on competition and diversity in the broadcast industry to determine
if a recommendation to repeal or modify the rules should be made to Congress.
The FCC staff has also notified the public of its intention to review
transactions that comply with numerical ownership limits but that might involve
undue concentration of market share.
 
   Because of these multiple and cross-ownership rules, if a stockholder,
officer or director of Radio One holds an "attributable" interest in Radio One,
such stockholder, officer or director may violate the FCC's rules if such
person or entity also holds or acquires an attributable interest in other
television or radio stations, or in daily newspapers, depending on the number
and location of those radio stations and the location of those television
broadcast stations or daily newspapers. If an attributable stockholder, officer
or director of Radio One violates any of these ownership rules, we may be
unable to obtain from the FCC one or more authorizations needed to conduct our
radio station business and may be unable to obtain FCC consents for certain
future acquisitions. As long as one person or entity holds more than 50% of the
voting power of the Common Stock of Radio One where the vote of such person or
entity is sufficient to affirmatively direct the affairs of Radio One, another
stockholder, unless serving as an officer and/or director, generally would not
hold an attributable interest in Radio One. However, as described above, the
FCC is currently evaluating whether to continue the exception for a single
majority stockholder of more than 50% of a licensee's voting stock. As of March
31, 1999, no single stockholder held more than 50% of the total voting power of
our Common Stock.
 
   Under its "cross-interest" policy, the FCC considers "meaningful"
relationships among competing media outlets that serve "substantially the same
area," even if the ownership rules do not specifically prohibit the
relationship. Under this policy, the FCC may consider whether to prohibit one
party from holding an attributable interest and a substantial non-attributable
interest (including non-voting stock, limited partnership and limited liability
company interests) in a media outlet in the same market, or from entering into
a joint venture or having common key employees with competitors. The cross-
interest policy does not necessarily prohibit all of these interests, but
requires that the FCC consider whether, in a particular market, the
"meaningful" relationships between competitors could have a significant adverse
effect upon economic competition and program diversity. In a rule making
proceeding concerning the attribution rules, the FCC has sought comment on,
among other things, (i) whether the cross-interest policy should be applied
only in smaller markets, and (ii) whether non-equity financial relationships,
such as debt, when combined with multiple business relationships, such as local
marketing agreements or joint sales arrangements, raise concerns under the
cross-interest policy.
 
   Programming and Operations. The Communications Act requires broadcasters to
serve the "public interest." Since the late 1980s, the FCC has relaxed or
eliminated many of the more formalized procedures it developed to promote the
broadcast of certain types of programming responsive to the needs of a radio
station's community of license. Nevertheless, a broadcast licensee continues to
be required to present programming in response to community problems, needs and
interests and to maintain certain records demonstrating its responsiveness. The
FCC will consider complaints from listeners about a broadcast station's
programming when it evaluates the licensee's renewal application, but
listeners' complaints also may be filed and considered at any time. Stations
also must pay regulatory and application fees, and follow various FCC rules
that regulate, among other things, political advertising, the broadcast of
obscene or indecent programming, sponsorship identification, the broadcast of
contests and lotteries and technical operation (including limits on human
exposure to radio frequency radiation).
 
   The FCC has always required that licensees not discriminate in hiring
practices, develop and implement programs designed to promote equal employment
opportunities and submit reports to the FCC on these matters
 
                                       65
<PAGE>
 
annually and in connection with each license renewal application. The FCC's
employment rules, as they related to outreach efforts for recruitment of
minorities, however, were recently struck down as unconstitutional by the U.S.
Court of Appeals for the D.C. Circuit. The FCC has proposed revising the rules
to adopt outreach efforts that are constitutional.
 
   The FCC rules also prohibit a broadcast licensee from simulcasting more than
25% of its programming on another radio station in the same broadcast service
(that is, AM/AM or FM/FM). The simulcasting restriction applies if the licensee
owns both radio broadcast stations or owns one and programs the other through a
local marketing agreement, provided that the contours of the radio stations
overlap in a certain manner.
 
   From time to time, complaints may be filed against Radio One's radio
stations alleging violations of these or other rules. In addition, the FCC
recently has proposed to establish a system of random audits to ensure and
verify licensee compliance with FCC rules and regulations. Failure to observe
these or other rules and policies can result in the imposition of various
sanctions, including fines or conditions, the grant of "short" (less than the
maximum eight year) renewal terms or, for particularly egregious violations,
the denial of a license renewal application or the revocation of a license.
 
   Local Marketing Agreements. Often radio stations enter into LMAs or time
brokerage agreements. These agreements take various forms. Separately owned and
licensed radio stations may agree to function cooperatively in programming,
advertising sales and other matters, subject to compliance with the antitrust
laws and the FCC's rules and policies, including the requirement that the
licensee of each radio station maintain independent control over the
programming and other operations of its own radio station. One type of time
brokerage agreement is a programming agreement between two separately owned
radio stations that serve a common service area whereby the licensee of one
radio station programs substantial portions of the broadcast day of the other
licensee's radio station (subject to ultimate editorial and other controls
being exercised by the radio station licensee) and sells advertising time
during these program segments. The FCC has held that such agreements do not
violate the Communications Act as long as the licensee of the radio broadcast
station that is being substantially programmed by another entity (i) remains
ultimately responsible for, and maintains control over, the operation of its
radio station, and (ii) otherwise ensures the radio station's compliance with
applicable FCC rules and policies.
 
   A radio broadcast station that brokers time on another radio broadcast
station or enters into a time brokerage agreement with a radio broadcast
station in the same market will be considered to have an attributable ownership
interest in the brokered radio station for purposes of the FCC's local
ownership rules if the time brokerage arrangement covers more than 15% of the
brokered station's weekly broadcast hours. As a result, a radio broadcast
station may not enter into a time brokerage agreement that allows it to program
more than 15% of the broadcast time, on a weekly basis, of another local radio
broadcast station that it could not own under the FCC's local multiple
ownership rules. The FCC is considering whether it should treat as attributable
multiple business arrangements among local radio stations such as a joint sales
arrangement accompanied by debt financing. Also, as described above, FCC rules
prohibit a radio broadcast station from simulcasting more than 25% of its
programming on another radio broadcast station in the same broadcast service
(that is, AM/AM or FM/FM) where the two radio stations serve substantially the
same geographic area, whether the licensee owns both radio stations or owns one
radio station and programs the other through a time brokerage agreement. Thus
far, the FCC has not considered what relevance, if any, a time brokerage
agreement may have upon its evaluation of a licensee's performance at renewal
time.
 
   Joint Sales Agreements. Over the past few years, a number of radio stations
have entered into cooperative arrangements commonly known as joint sales
agreements or JSAs. While these agreements may take varying forms, under the
typical JSA, a station licensee obtains, for a fee, the right to sell
substantially all of the commercial advertising on a separately-owned and
licensed station in the same market. The typical JSA also customarily involves
the provision by the selling party of certain sales, accounting and services to
the
 
                                       66
<PAGE>
 
station whose advertising is being sold. The typical JSA is distinct from a
local marketing agreement in that a JSA normally does not involve programming.
 
   The FCC has determined that issues of joint advertising sales should be left
to enforcement by antitrust authorities, and therefore does not generally
regulate joint sales practices between stations. Currently, stations for which
another licensee sells time under a JSA are not deemed by the FCC to be an
attributable interest of that licensee. However, in connection with its ongoing
rulemaking proceedings concerning the attribution rules, the FCC is considering
whether JSAs should be considered attributable interests or within the scope of
the FCC's cross-interest policy, particularly when JSAs contain provisions for
the supply of programming services and/or other elements typically associated
with local marketing agreements.
 
   RF Radiation. In 1985, the FCC adopted rules based on a 1982 American
National Standards Institute ("ANSI") standard regarding human exposure to
levels of radio frequency ("RF") radiation. These rules require applicants for
renewal of broadcast licenses or modification of existing licenses to inform
the FCC at the time of filing such applications whether an existing broadcast
facility would expose people to RF radiation in excess of certain limits. In
1992, ANSI adopted a new standard for RF exposure that, in some respects, was
more restrictive in the amount of environmental RF exposure permitted. The FCC
has since adopted more restrictive radiation limits which became effective
October 15, 1997, and which are based in part on the revised ANSI standard.
 
   Digital Audio Radio Service. The FCC allocated spectrum to a new technology,
digital audio radio service ("DARS"), to deliver satellite-based audio
programming to a national or regional audience and issued regulations for a
DARS service in early 1997. DARS may provide a medium for the delivery by
satellite or terrestrial means of multiple new audio programming formats with
compact disc quality sound to local and national audiences. The nationwide
reach of satellite DARS could allow niche programming aimed at diverse
communities that Radio One is targeting. It is not known at this time whether
this technology also may be used in the future by existing radio broadcast
stations either on existing or alternate broadcasting frequencies. Two
companies that hold licenses for authority to offer multiple channels of
digital, satellite-delivered S-Band aural services could compete with
conventional terrestrial radio broadcasting. The licensees will be permitted to
sell advertising and lease channels in these media. The FCC's rules require
that these licensees launch and begin operating at least one space station by
2001 and be fully operational by 2003.
 
   The FCC has established a new Wireless Communications Service ("WCS") in the
2305-2320 and 2345-2360 MHz bands (the "WCS Spectrum") and awarded licenses.
Licensees are generally permitted to provide any fixed, mobile, radio location
services, or digital satellite radio service using the WCS Spectrum.
Implementation of DARS would provide an additional audio programming service
that could compete with Radio One's radio stations for listeners, but the
effect upon Radio One cannot be predicted.
 
   These satellite radio services use technology that may permit higher sound
quality than is possible with conventional AM and FM terrestrial radio
broadcasting.
 
   Low Power Radio Broadcast Service. The FCC recently adopted a Notice of
Proposed Rulemaking seeking public comment on a proposal to establish two
classes of a low power radio service both of which would operate in the
existing FM radio band: a primary class with a maximum operating power of 1 kW
and a secondary class with a maximum power of 100 watts. These proposed low
power radio stations would have limited service areas of 8.8 miles and 3.5
miles, respectively. The FCC also has sought public comment on the advisability
of establishing a very low power secondary "microbroadcasting" service with a
maximum power limit of one to ten watts. These "microradio" stations would have
a service radius of only one to two miles. The service would target "niche
markets" and be possibly supported by advertising revenue. Existing licensees,
like Radio One, would be prohibited from owning or having a relationship with
these new stations. Implementation of a low power radio service or
microbroadcasting would provide an additional audio programming service that
could compete with Radio One's radio stations for listeners, but the effect
upon Radio One cannot be predicted.
 
                                       67
<PAGE>
 
Subsidiaries and Related Entities
 
   Radio One has title to most of the assets used in the operations of our
radio stations. The FCC licenses for the radio stations in all cases are or
will be held by direct or indirect wholly-owned subsidiaries of Radio One. In
the case of all of the Baltimore stations, three of the Washington, D.C.
stations, the St. Louis station, the Cleveland stations, the Richmond stations
and the East Coast market radio station, the FCC licenses are or will be held
by Radio One Licenses, Inc., a Delaware corporation and a wholly-owned
Restricted Subsidiary of Radio One. Radio One Licenses, Inc. holds no other
material assets. WYCB Acquisition Corporation, a Delaware corporation and a
wholly-owned Unrestricted Subsidiary, holds title to all of the outstanding
capital stock of BHI, a District of Columbia corporation and an Unrestricted
Subsidiary. The FCC licenses for WYCB-AM are held by BHI which also holds the
assets used in the operation of that station. Bell Broadcasting, a Michigan
corporation and a wholly-owned Restricted Subsidiary, holds the assets used in
the operation of WCHB-AM, WDTJ-FM and WJZZ-AM. Bell Broadcasting holds title to
all of the outstanding capital stock of Radio One of Detroit, Inc., a Delaware
corporation and a Restricted Subsidiary. The FCC licenses for WCHB-AM, WDTJ-FM
and WJZZ-AM are held by Radio One of Detroit, Inc. Radio One of Detroit, Inc.
holds no other material assets.
 
   Allur-Detroit, a Delaware corporation and a wholly-owned Restricted
Subsidiary, holds the assets used in the operation of station WWBR-FM. Allur-
Detroit holds title to all of the outstanding capital stock of Allur Licenses,
Inc., a Delaware corporation and a Restricted Subsidiary. The FCC licenses for
WWBR-FM are held by Allur Licenses, Inc. Allur Licenses, Inc. holds no other
material assets.
 
   ROA, a Delaware corporation and a wholly-owned Restricted Subsidiary, holds
the assets used in the operation of station WHTA-FM and some assets used in the
operation of station WAMJ-FM. ROA holds title to all of the outstanding capital
stock of ROA Licenses, Inc., a Delaware corporation and a Restricted
Subsidiary. The FCC licenses for WHTA-FM are held by ROA Licenses, Inc. ROA
Licenses, Inc. holds no other material assets. Once ROA completes the
acquisition of all outstanding capital stock of Dogwood, Dogwood will become a
Restricted Subsidiary. Dogwood holds some of the assets used in the operation
of station WAMJ-FM. Dogwood holds title to all of the outstanding capital stock
of Dogwood Licenses, Inc., a Delaware corporation and a Restricted Subsidiary.
The FCC licenses for WAMJ-FM are held by Dogwood Licenses, Inc.
 
Employees
 
   As of February 28, 1999, Radio One employed 454 people. Radio One's
employees are not unionized. We have not experienced any work stoppages and
believe relations with our employees are satisfactory. Each radio station has
its own on-air personalities and clerical staff. However, in an effort to
control broadcast and corporate expenses, Radio One centralizes certain radio
station functions by market location. For example, in each of our markets we
employ one General Manager who is responsible for all of Radio One's radio
stations located in such market and Radio One's Vice President of Programming
oversees programming for all of Radio One's Urban-oriented FM radio stations.
 
Legal Proceedings
 
   Radio One is involved from time to time in various routine legal and
administrative proceedings and threatened legal and administrative proceedings
incidental to the ordinary course of our business. In the opinion of Radio
One's management, the resolution of such matters will not have a material
adverse effect on Radio One's business, financial condition or results of
operations.
 
                                       68
<PAGE>
 
                                   MANAGEMENT
 
Directors, Executive Officers and Other Significant Personnel
 
   The names, ages and positions of the directors, executive officers and other
significant personnel of Radio One are set forth in the table below. All
directors serve for the term for which they are elected or until their
successors are duly elected and qualified or until death, retirement,
resignation or removal.
 
<TABLE>
<CAPTION>
                            Age as of
Name                      March 31, 1999 Position
------------------------  -------------- -----------------------------------------------------------
<S>                       <C>            <C>
Catherine L. Hughes.....        51       Chairperson of the Board of Directors and Secretary
Alfred C. Liggins, III..        34       Chief Executive Officer, President, Treasurer, and Director
Scott R. Royster........        34       Executive Vice President and Chief Financial Officer
Mary Catherine Sneed....        47       Chief Operating Officer
Steve Hegwood...........        37       Vice President of Programming
Leslie J. Hartmann......        37       Corporate Controller
Terry L. Jones..........        52       Director
Brian W. McNeill........        43       Director
</TABLE>
 
   Ms. Hughes has been Chairperson of the Board of Directors and Secretary of
Radio One since 1980, and was Chief Executive Officer of Radio One from 1980 to
1997. She was one of the founders of Radio One's predecessor company in 1980.
Since 1980, Ms. Hughes has worked in various capacities for Radio One including
President, General Manager, General Sales Manager and talk show host. She began
her career in radio as General Sales Manager of WHUR-FM, the Howard University-
owned, urban-contemporary radio station. Ms. Hughes is also the mother of Mr.
Liggins, Radio One's Chief Executive Officer, President, Treasurer and
director.
 
   Mr. Liggins has been Chief Executive Officer since 1997, and President,
Treasurer and a director of Radio One since 1989. Mr. Liggins joined Radio One
in 1985 as an Account Manager at WOL-AM. In 1987, he was promoted to General
Sales Manager and promoted again in 1988 to General Manager overseeing Radio
One's Washington, D.C. operations. After becoming President, Mr. Liggins
engineered Radio One's expansion into other markets. Mr. Liggins is a graduate
of the Wharton School of Business/Executive M.B.A. Program. Mr. Liggins is the
son of Ms. Hughes, Radio One's Chairperson and Secretary.
 
   Mr. Royster has been Executive Vice President of Radio One since 1997 and
Chief Financial Officer of Radio One since 1996. Prior to joining Radio One, he
served as an independent consultant to Radio One. From 1995 to 1996, Mr.
Royster was a principal at TSG Capital Group, LLC, a private equity investment
firm located in Stamford, Connecticut, which has been an investor in Radio One
since 1987. Mr. Royster has also served as an associate and later a principal
at Capital Resource Partners from 1992 to 1995, a private capital investment
firm in Boston, Massachusetts. Mr. Royster is a graduate of Duke University and
Harvard Business School.
 
   Ms. Sneed has been Radio One's Chief Operating Officer since January 1998
and General Manager of ROA since 1995. Prior to joining Radio One, she held
various positions with Summit Broadcasting including Executive Vice President
of the Radio Division, and Vice President of Operations from 1992 to 1995.
Ms. Sneed is a graduate of Auburn University.
 
   Mr. Hegwood has been the Vice President of Programming for Radio One and
Program Director of WKYS-FM since 1995. From 1990 to 1995, Mr. Hegwood was
Program Director of WJLB-FM in Detroit, Michigan.
 
 
                                       69
<PAGE>
 
   Ms. Hartmann has been Controller of Radio One since 1997. Prior to joining
Radio One, she served as Vice President and Market Controller for Bonneville
International Corporation in Phoenix, Arizona from 1991 to 1997. Ms. Hartmann
is a graduate of the University of California and has an M.B.A. degree from the
University of Phoenix.
 
   Mr. Jones has been a director of Radio One since 1995. Since 1990, Mr. Jones
has been President of Syndicated Communications, Inc. ("Syncom I"), a
communications venture capital investment company, and its wholly owned
subsidiary, Syncom. He joined Syncom I in 1978 as a Vice President. Mr. Jones
serves in various capacities, including director, president, general partner
and vice president, for various other entities affiliated with Syncom I. He
also serves on the Board of Directors of the National Association of Investment
Companies, Delta Capital Corporation, Sun Delta Capital Access Center and the
Southern African Enterprise Development Fund. Mr. Jones earned his B.S. degree
from Trinity College, his M.S. from George Washington University and his M.B.A.
from Harvard Business School.
 
   Mr. McNeill has been a director of Radio One since 1995. Since 1986, Mr.
McNeill has been a General Partner of Burr, Egan, Deleage & Co., a major
private equity firm which specializes in investments in the communications and
technology industries. He has served as a director in many private radio and
television broadcasting companies such as Tichenor Media Systems, OmniAmerica
Group, Panache Broadcasting and Shockley Communications. From 1979 to 1986, he
worked at the Bank of Boston where he started and managed that institution's
broadcast lending group. Mr. McNeill is a graduate of Holy Cross College and
earned an M.B.A. from the Amos Tuck School at Dartmouth College.
 
Committees of the Board of Directors
 
   Radio One has formed an Audit Committee and a Compensation Committee of the
Board of Directors of Radio One, and all of the directors serving on such Audit
Committee and Compensation Committee are directors who are not employees of
Radio One.
 
Compensation of Directors and Executive Officers
 
 Compensation of Directors
 
   Non-officer directors of Radio One are reimbursed for all out-of-pocket
expenses related to meetings attended. Non-officer directors receive no
additional compensation for their services as directors of Radio One. Officers
of Radio One who serve as directors do not receive compensation for their
services as directors other than the compensation they receive as officers of
Radio One.
 
                                       70
<PAGE>
 
 Compensation of Executive Officers
 
   The following information relates to compensation of Radio One's Chief
Executive Officer and each of its most highly compensated executive officers
(the "Named Executives") for the fiscal years ended December 31, 1998, 1997 and
1996 (as applicable):
 
                           Summary Compensation Table
 
<TABLE>
<CAPTION>
                                        Annual Compensation
                                       ---------------------------  All Other
Name and Principal Positions           Year  Salary        Bonus   Compensation
----------------------------           ----  ------        -----   ------------
<S>                                    <C>  <C>           <C>      <C>
Catherine L. Hughes................... 1998 $225,000      $100,000   $12,281
 Chairperson of the Board of Directors
  and Secretary                        1997  193,269        50,000     3,050
                                       1996  150,000        31,447    18,321
Alfred C. Liggins, III................ 1998  225,000       100,000     3,567
 Chief Executive Officer, President,   1997  193,269        50,000     3,125
 Treasurer and Director                1996  150,000           --     19,486
Scott R. Royster...................... 1998  165,000        50,000       n/a
 Executive Vice President and Chief
  Financial Officer                    1997  148,077        25,000       n/a
                                       1996   55,577(/1/)      --        n/a
Mary Catherine Sneed.................. 1998  200,000        50,000       n/a
 Chief Operating Officer
</TABLE>
--------
(1) Mr. Royster provided consulting services for Radio One in July 1996 and
    joined Radio One as an employee in August 1996. Disclosed compensation
    represents consulting fees received by Mr. Royster and the portion of his
    $125,000 annual salary paid during 1996.
 
Employment Agreements
 
   Ms. Catherine L. Hughes Employment Agreement. Radio One anticipates entering
into a three-year employment agreement with Ms. Hughes pursuant to which Ms.
Hughes will continue to serve as Radio One's Chairperson of the Board of
Directors. Ms. Hughes will receive an annual base salary of $250,000 effective
January 1, 1999, subject to an annual increase of not less than 5%, and an
annual cash bonus at the discretion of the Board of Directors. Radio One could
incur certain severance obligations under the expected terms of the employment
agreement in the event that Ms. Hughes's employment is terminated.
 
   Mr. Alfred C. Liggins, III Employment Agreement. Radio One anticipates
entering into a three-year employment agreement with Mr. Liggins pursuant to
which Mr. Liggins will continue to serve as Radio One's Chief Executive Officer
and President. Mr. Liggins will receive an annual base salary of $300,000
effective January 1, 1999, subject to an annual increase of not less than 5%,
and an annual cash bonus at the discretion of the Board of Directors. Radio One
could incur certain severance obligations under the expected terms of the
employment agreement in the event that Mr. Liggins's employment is terminated.
 
   Mr. Scott R. Royster Employment Agreement. Radio One anticipates entering
into a three-year employment agreement with Mr. Royster pursuant to which Mr.
Royster will continue to serve as Radio One's Chief Financial Officer and
Executive Vice President. Under the expected terms of the employment agreement
Mr. Royster will receive an annual base salary of $200,000 effective January 1,
1999, subject to an annual increase of not less than 5%, an annual cash bonus
at the discretion of the Board of Directors, and a one-time cash bonus of
$60,000, payable upon completion of an equity financing by Radio One which
results in gross proceeds to Radio One of at least $50 million. Mr. Royster has
also received a one-time restricted stock award of     shares of Radio One's
Class C Common Stock and an option to purchase      shares of Radio One's Class
A Common Stock at an exercise price of      per share (subject to certain
adjustments). Twenty-five percent of the stock granted pursuant to the stock
award vested on the date of grant; the remaining stock will vest in equal
increments every six months beginning December 31, 1999 and ending December 31,
2001. The options will vest in equal one-sixth increments during the term of
the employment agreement. Radio One could incur certain severance obligations
under the expected terms of the employment agreement in the event that
Mr. Royster's employment is terminated.
 
                                       71
<PAGE>
 
   Ms. Mary Catherine Sneed Employment Agreement. Effective December 8, 1997,
Radio One entered into a two-year employment agreement with Ms. Sneed pursuant
to which she was hired to serve as Radio One's Chief Operating Officer. The
employment agreement provides that Ms. Sneed will receive an annual base salary
of $220,000 and an annual cash bonus of up to $50,000, contingent upon the
satisfaction of certain performance criteria. Radio One could incur certain
severance obligations under the employment agreement in the event that Ms.
Sneed's employment is terminated. If, during the term of the employment
agreement, Radio One terminates Ms. Sneed's employment without just cause or
following a change of control of Radio One, Ms. Sneed will continue to receive
her base salary for a period of twelve months, during the first six months of
which she will be subject to certain non-compete restrictions.
 
401(k) Plan
 
   Radio One adopted a defined contribution 401(k) savings and retirement plan
effective August 1, 1994. Employees are eligible to participate after
completing 90 days of service and attaining age 21. Participants may contribute
up to 15% of their gross compensation subject to certain limitations.
 
Stock Option Plan
 
   On March 10, 1999, we adopted the Option Plan designed to provide incentives
relating to equity ownership to present and future executive, managerial and
other key employees, directors and consultants of Radio One and our
subsidiaries ("Participants") as may be selected in the sole discretion of the
Board of Directors. The Option Plan provides for the granting to Participants
of stock options ("Options") and restricted stock grants ("Grants") as the
Compensation Committee of the Board of Directors, or such other committee of
the Board of Directors as the Board of Directors may designate (the
"Committee") deems to be consistent with the purposes of the Option Plan. An
aggregate of      shares of Common Stock have been reserved for issuance under
the Option Plan. The Option Plan affords Radio One latitude in tailoring
incentive compensation for the retention of key personnel, to support corporate
and business objectives, and to anticipate and respond to a changing business
environment and competitive compensation practices.
 
   The Committee has exclusive discretion to select the Participants, to
determine the type, size and terms of each award, to modify the terms of
awards, to determine when awards will be granted and paid, and to make all
other determinations which it deems necessary or desirable in the
interpretation and administration of the Option Plan. The Option Plan
terminates ten years from the date that the Option Plan was approved and
adopted by the stockholders of Radio One. Generally, a Participant's rights and
interest under the Option Plan are not transferable except by will or by the
laws of descent and distribution.
 
   Options, which include non-qualified stock options and incentive stock
options, are rights to purchase a specified number of shares of Common Stock at
a price fixed by the Committee. The Option price may be less than, equal to or
greater than the fair market value of the underlying shares of Common Stock,
but in no event will the exercise price of an incentive stock option be less
than the fair market value on the date of grant. Options will expire not later
than ten years after the date on which they are granted. Options will become
exercisable at such times and in such installments as the Committee shall
determine. Upon termination of a Participant's employment with Radio One,
Options that are not exercisable will be forfeited immediately and Options that
are exercisable will be forfeited on the thirtieth day following such
termination unless exercised by the Participant. Payment of the option price
must be made in full at the time of exercise in such form (including, but not
limited to, cash or Common Stock of Radio One) as the Committee may determine.
 
   Grants are awards of restricted Common Stock at no cost to Participants and
are generally subject to vesting provisions as determined by the Committee.
Upon termination of a Participant's employment with Radio One, Grants that are
not vested will be forfeited immediately.
 
   In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, distribution of assets,
or any other change in the corporate structure or shares of Radio One, the
Committee will make any adjustments it deems appropriate in the number and kind
of shares reserved for issuance upon the exercise of Options and vesting of
Grants under the Option Plan and in the exercise price of outstanding Options.
 
                                       72
<PAGE>
 
                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
Mableton Option
 
   Mr. Liggins, the Chief Executive Officer and President of Radio One, has a
right, which he obtained in 1997, (the "Mableton Option") to acquire an
interest in a construction permit for an FM radio station licensed to Mableton,
Georgia (the "Mableton Station") which is in the Atlanta MSA. Mr. Liggins is in
discussions with Syncom regarding the terms and conditions pursuant to which
Syncom I would participate in the Mableton Option. Syncom I is the parent
corporation of Syncom, which is one of the selling stockholders, and will hold
approximately     % of the Class A Common Stock after completion of this
offering. Terry L. Jones, the President of Syncom and Syncom I, is also a
member of Radio One's Board of Directors. Mr. Liggins has also proposed that
ROA enter into an LMA with respect to the Mableton Station, or otherwise
participate in the operations and financing of the Mableton Station. Any such
arrangement will be on terms at least as favorable to Radio One as any such
transaction with an unaffiliated third party.
 
Office Lease
 
   Radio One leases office space located at 100 St. Paul Street, Baltimore,
Maryland from Chalrep Limited Partnership, a limited partnership controlled by
Ms. Hughes and Mr. Liggins. The annual rent for the office space is $152,400.
Radio One's management believes that the terms of this lease are not materially
different than if the agreement were with an unaffiliated third party.
 
Mr. Liggins' Loan
 
   Radio One has extended an unsecured loan to Mr. Liggins in the amount of
$380,000, which bears interest at an annual rate of 5.56% and is evidenced by a
demand promissory note dated as of June 30, 1998. As of March 1, 1999, the
aggregate outstanding principal and interest amount on this loan was $386,386.
The purpose of the loan was to repay a loan that Mr. Liggins obtained from
NationsBank, Texas, N.A. in 1997 to purchase an additional interest in Radio
One.
 
Music One, Inc.
 
   Ms. Hughes and Mr. Liggins own a music company called Music One, Inc. Radio
One sometimes engages in promoting the recorded music product of Music One,
Inc. Radio One estimates that the dollar value of such promotion is nominal.
 
Allur-Detroit
 
   Allur-Detroit leases the transmitter site for WWBR-FM from American
Signalling Corporation for approximately $84,000 per year. American Signalling
Corporation is a wholly-owned subsidiary of Syncom Venture Partners. Radio
One's management believes that the terms of this lease are not materially
different than if the agreement were with an unaffiliated third party.
 
XM Satellite, Inc.
 
   Radio One and XM Satellite Radio, Inc. have entered into a Programming
Partner Agreement whereby Radio One will provide programming to XM Satellite
Radio, Inc. for distribution over satellite-delivered channels. Worldspace,
Inc. holds 20% of the stock of XM Satellite Radio, Inc. Syncom Venture Partners
owns approximately 1.25% of the stock of Worldspace, Inc. Terry L. Jones, a
director of Radio One, is also a director of Worldspace, Inc.
 
 
                                       73
<PAGE>
 
Radio One of Atlanta, Inc.
 
   On March   , 1999, Radio One acquired all of the outstanding capital stock
of ROA. ROA's stockholders included Alta Subordinated Debt Partners III, L.P.
("Alta"), Syncom Venture Partners, and Alfred C. Liggins, III. Mr. Brian W.
McNeill, a general partner of Alta, is also a member of Radio One's Board of
Directors. In addition to holding shares of Radio One's Senior Preferred Stock
prior to the offering, Alta will hold approximately   % of the Class A Common
Stock after completion of the offering. Terry L. Jones, a general partner of
the general partner of Syncom Venture Partners, is also a member of Radio One's
Board of Directors and is the President of Syncom and Syncom I. In addition to
holding shares of Radio One's Senior Preferred Stock prior to the offering,
Syncom is one of the selling stockholders and will hold approximately   % of
the Class A Common Stock after completion of this offering.
 
   Radio One issued        shares of Common Stock in exchange for the
outstanding capital stock of ROA. Alta, Syncom Venture Partners and Mr. Liggins
received a majority of such shares in exchange for their shares in ROA. In
connection with this transaction, Mr. Liggins was paid a fee of approximately
$1.2 million for arranging the acquisition. Also, as part of this transaction,
Radio One assumed and retired net debt and accrued interest of approximately
$16.3 million of ROA and Dogwood. Of this amount, approximately $12.0 million
was paid to Allied Capital Corporation, which is one of the selling
stockholders, approximately $1.3 million was paid to Syncom Venture Partners,
and approximately $2.0 million was paid to Alta.
 
   The Board of Directors authorized the formation of an ad-hoc committee to
oversee the valuation of ROA. The ad-hoc committee members are Catherine L.
Hughes of Radio One, Sanford Anstey of BancBoston Investments, Inc. and Dean
Pickerell of Medallion Capital, Inc. (formerly Capital Dimensions Venture Fund,
Inc.). The committee is comprised of members of the Board of Directors of, and
investors in, Radio One that do not have an interest in ROA.
 
   The ad-hoc committee recommended approval of the acquisition of ROA based
upon its determination that the acquisition was fair to Radio One and its
stockholders.
 
Ms. Sneed's Loan
 
   ROA has extended an unsecured loan to Mary Catherine Sneed, Chief Operating
Officer of Radio One, in the original amount of $271,000, which bears interest
at an annual rate of 5.56% and is evidenced by a demand promissory note. As of
    , 1999, the aggregate outstanding principal and interest amount on this
loan was $   . The purpose of this loan was to pay Ms. Sneed's tax liability
with respect to incentive stock grants of ROA stock received by Ms. Sneed.
 
                                       74
<PAGE>
 
                              SELLING STOCKHOLDERS
 
   Radio One expects some of its stockholders to sell a portion of their shares
in this offering.
 
                             PRINCIPAL STOCKHOLDERS
 
   The following table sets forth certain information regarding the beneficial
ownership of our Common Stock after giving effect to this offering, by: (i)
each person (or group of affiliated persons) known by us to be the beneficial
owner of more than five percent of any class of Common Stock; (ii) each Named
Executive; (iii) each of our directors; (iv) the selling stockholders; (v) all
of our directors and officers as a group. Unless otherwise indicated in the
footnotes below, each stockholder possesses sole voting and investment power
with respect to the shares listed.
 
<TABLE>
<CAPTION>
                                               Common Stock(/1/)
                            -------------------------------------------------------- Percent  Percent
                                 Class A            Class B            Class C          of      of
                            ------------------ ------------------ ------------------  Total    Total
         Name of             Number   Percent   Number   Percent   Number   Percent  Economic Voting
     Beneficial Owner       of Shares of Class of Shares of Class of Shares of Class Interest  Power
--------------------------  --------- -------- --------- -------- --------- -------- -------- -------
<S>                         <C>       <C>      <C>       <C>      <C>       <C>      <C>      <C>
Catherine L. Hughes(/2/)..
Alfred C. Liggins,
 III(/2/)(/12/)...........
Scott R. Royster..........
Mary Catherine Sneed......
Terry L. Jones(/3/).......
Brian W. McNeill(/4/).....
Alta Subordinated Debt
 Partners III,
 L.P.(/5/)(/12/)..........
Alliance Enterprise
 Corporation(/6/)(/12/)...
BancBoston Investments,
 Inc.(/7/)(/12/)..........
Medallion Capital,
 Inc.(/8/)(/12/)..........
Fulcrum Venture Capital
 Corporation(/9/)(/12/)...
Syncom Capital
 Corporation(/10/)(/12/)..
Allied Capital
 Corporation(/11/)(/12/)..
All Directors and Named
 Executives as a group
 (6 persons)..............
</TABLE>
--------
(1) The number of shares of each class of Common Stock excludes the shares of
    any other class of Common Stock issuable upon conversion of that class of
    Common Stock.
(2) Ms. Hughes and Mr. Liggins may be deemed to share beneficial ownership of
    shares of capital stock owned by each other by virtue of the fact that Ms.
    Hughes is Mr. Liggins' mother. Each of Ms. Hughes and Mr. Liggins disclaims
    such beneficial ownership. The shares of Class B Common Stock are subject
    to a voting agreement between Ms. Hughes and Mr. Liggins with respect to
    the election of Radio One's directors. Pursuant to that agreement, Mr.
    Liggins has transferred to Ms. Hughes voting control over shares of Common
    Stock representing  % of the total voting power of all Common Stock until
    such time as Mr. Liggins is permitted under applicable laws and regulations
    to hold in excess of 50% of such voting power. The business address for Ms.
    Hughes and Mr. Liggins is c/o Radio One, 5900 Princess Garden Parkway, 8th
    Floor, Lanham, Maryland 20706.
(3) Represents    shares of Class A Common Stock held by Syncom. Mr. Jones is
    the President of Syncom and his address is c/o Syncom Capital Corporation,
    8401 Colesville Road, Suite 300, Silver Spring, MD 20910. Mr. Jones may be
    deemed to share beneficial ownership of shares of Class A Common Stock and
    Senior Preferred Stock held by Syncom by virtue of his affiliation with
    Syncom. Mr. Jones disclaims beneficial ownership in such shares.
(4) Represents    shares of Class A Common Stock held by Alta. Mr. McNeill is a
    general partner of Alta and his address is c/o Alta Subordinated Debt
    Partners III, L.P., c/o Burr, Egan, Deleage & Co., One Post Office Square,
    Boston, MA 02109. Mr. McNeill may be deemed to share beneficial ownership
    of shares of Class A Common Stock and Senior Preferred Stock held by Alta
    by virtue of his affiliation with Alta. Mr. McNeill disclaims any
    beneficial ownership of such shares.
 
                                       75
<PAGE>
 
(5) The principal address of Alta is c/o Burr, Egan, Deleage & Co., One Post
    Office Square, Boston, MA 02109.
(6) The principal address of Alliance Enterprise Corporation is 12655 N.
    Central Expressway, Suite 710, Dallas, TX 75243.
(7) The principal address of BancBoston Investments, Inc. is 100 Federal
    Street, 32nd Floor, Boston, MA 02110.
(8) The principal address of Medallion Capital, Inc. is 7831 Glenroy Road,
    Suite 480, Minneapolis, MN 55439.
(9) The principal address of Fulcrum Venture Capital Corporation is 300
    Corporate Point, Suite 380, Culver City, CA 90230.
(10) The principal address of Syncom Capital Corporation is 8401 Colesville
     Road, Suite 300, Silver Spring, MD 20910.
(11) The principal address of Allied Capital Corporation is 1919 Pennsylvania
     Avenue, NW, Washington, D.C. 20006-3434.
(12) Such person is a holder of shares of Senior Preferred Stock, as follows:
 
<TABLE>
<CAPTION>
                               Number of Shares of           Number of Shares of
  Name of Stockholder     Series A Preferred Stock Held Series B Preferred Stock Held
------------------------  ----------------------------- -----------------------------
<S>                       <C>                           <C>
Alfred C. Liggins, III..             2,359.67                           --
Alta Subordinated Debt
 Partners III, L.P......                  --                      72,139.57
Alliance Enterprise
 Corporation............             9,126.55                           --
BancBoston Investments,
 Inc....................                  --                      49,249.44
Medallion Capital,
 Inc....................            37,258.14                           --
Fulcrum Venture Capital
 Corporation............             9,650.09                           --
Syncom Capital
 Corporation............            13,595.69                           --
Allied Capital
 Corporation*...........             4,000.00                           --
</TABLE>
--------
* Represents a warrant to purchase, subject to certain conditions, 4,000.00
  shares of Series A Preferred Stock.
 
                                       76
<PAGE>
 
                          DESCRIPTION OF CAPITAL STOCK
 
   The following description of the capital stock of the Company gives effect
to the consummation of the transactions contemplated under "Capitalization,"
which will occur prior to or simultaneously with this offering, the proposed
sale of           shares of Class A Common Stock by the Company in this
offering and, except as otherwise provided below, the proposed sale of
          shares of New Preferred Stock by the Company in the Preferred Stock
Offering. Our capital stock consists of (i)    authorized shares of Common
Stock, $0.01 par value per share, which consists of (a)    shares of Class A
Common Stock, of which    shares are outstanding (   shares assuming the
underwriters overallotment option is exercised), (b)    shares of Class B
Common Stock, of which    shares are outstanding, and (c)    shares of Class C
Common Stock, of which    shares are outstanding, and (ii)    authorized shares
of preferred stock, par value $      per share, which consists of     shares of
Series A Preferred Stock, none of which is outstanding,     shares of Series B
Preferred Stock, none of which is outstanding and     shares of New Preferred
Stock, of which    shares are outstanding. In the event the Preferred Stock
Offering were not consummated, there would be no shares of New Preferred Stock
outstanding, and there would be 140,000 shares of Series A Preferred, of which
   shares would be outstanding and (b) 150,000 shares of Series B Preferred
Stock outstanding. There is no established trading market for our Common Stock
or New Preferred Stock. The following summary is qualified in its entirety by
reference to our Amended and Restated Certificate of Incorporation, which is
filed as an exhibit to the Registration Statement of which this prospectus is a
part.
 
Class A Common Stock
 
   The holders of Class A Common Stock are entitled to one vote for each share
held on all matters voted upon by stockholders, including the election of
directors and any proposed amendment to the Amended and Restated Certificate of
Incorporation. The holders of Class A Common Stock are entitled to vote as a
class to elect two independent directors to the Board of Directors. The holders
of Class A Common Stock will be entitled to such dividends as may be declared
at the discretion of the Board of Directors out of funds legally available for
that purpose. The holders of Class A Common Stock will be entitled to share
ratably with all other classes of Common Stock in the net assets of Radio One
upon liquidation after payment or provision for all liabilities. All shares of
Class A Common Stock may be converted at any time into a like number of shares
of Class C Common Stock at the option of the holder of such shares. All shares
of Class A Common Stock issued pursuant to the offering will be fully paid and
non-assessable.
 
   Application has been made for the listing of the Class A Common Stock on The
Nasdaq National Market, subject to official notice of issuance.
 
Class B Common Stock
 
   The holders of Class B Common Stock are entitled to the same rights,
privileges, benefits and notices as the holders of Class A Common Stock, except
that the holders of Class B Common Stock will be entitled to ten votes per
share. All shares of Class B Common Stock may be converted at any time into a
like number of shares of Class A Common Stock at the option of the holder of
such shares. Catherine L. Hughes and Alfred C. Liggins, III may transfer shares
of Class B Common Stock held by them only to "Class B Permitted Transferees,"
and Class B Permitted Transferees may transfer shares of Class B Common Stock
only to other Class B Permitted Transferees. If any shares of Class B Common
Stock are transferred to any person or entity other than a Class B Permitted
Transferee, such shares will automatically be converted into a like number of
shares of Class A Common Stock. "Class B Permitted Transferees" include Ms.
Hughes, Mr. Liggins, their respective estates, spouses, former spouses, parents
or grandparents or lineal descendants thereof, and certain trusts and other
entities for the benefit of, or beneficially owned by, such persons. Ms. Hughes
and Mr. Liggins have agreed to vote their shares of Common Stock to elect each
other and other mutually agreeable nominees to the Board of Directors. See
"Risk Factors--Controlling Stockholders."
 
                                       77
<PAGE>
 
Class C Common Stock
 
   The holders of Class C Common Stock are entitled to the same rights,
privileges, benefits and notices as the holders of Class A Common Stock and
Class B Common Stock, except that the holders of Class C Common Stock will be
entitled to no votes per share. All shares of Class C Common Stock may be
converted at any time into a like number of shares of Class A Common Stock at
the option of the holder of such shares, except that Class B Permitted
Transferees may convert shares of Class C Common Stock into shares of Class A
Common Stock, or otherwise acquire shares of Class A Common Stock, only in
connection with: (i) a merger or consolidation of Radio One with or into, or
other acquisition of, another entity pursuant to which the Class B Permitted
Transferees are to receive shares of Class A Common Stock in exchange for their
interest in such entity; (ii) the transfer of such shares of Class A Common
Stock to a person or entity other than a Class B Permitted Transferee; or (iii)
a registered public offering of such shares of Class A Common Stock.
 
New Preferred Stock
 
   Concurrent with this offering, we intend to offer for sale         shares of
our New Preferred Stock.
 
   Dividends on the New Preferred Stock will accrue from the date of issuance
and will be payable      in arrears on                  and          of each
year, beginning       , 1999, at an annual rate of    % of the liquidation
preference of $1,000 per share. Dividends will be payable in cash, except that
on each dividend payment date occurring on or prior to      ,   , dividends may
be paid, at Radio One's option, by the issuance of additional shares of New
Preferred Stock (including fractional shares) having an aggregate liquidation
preference equal to the amount of such dividends.
 
   The New Preferred Stock will not be redeemable prior to       ,   , except
that, on or prior to       ,   , we may redeem, at our option, in whole but not
in part, the outstanding New Preferred Stock with the net proceeds of one or
more public equity offerings at a redemption price of     % of the liquidation
preference thereof, plus accumulated and unpaid dividends to the date of
redemption. On or after       , 20 , the New Preferred Stock is redeemable at
the option of Radio One, at the prices set forth below (expressed in
percentages of its liquidation preference), plus accumulated and unpaid
dividends, if redeemed during the 12-month period beginning on         of the
years set forth below:
 
<TABLE>
<CAPTION>
                                               Redemption
            Period                               Price
            ------                             ----------
            <S>                                <C>
              ................................         %
              ................................
              ................................
               and thereafter.................  100.000
</TABLE>
 
   We are required to redeem the New Preferred Stock on         ,   , at a
redemption price equal to 100% of its liquidation preference plus accumulated
and unpaid dividends to the date of redemption.
 
   The New Preferred Stock will rank senior to all other classes of equity
securities of Radio One outstanding upon completion of this offering. We may
not authorize any new class of stock equal or senior in rights to the New
Preferred Stock without the approval of the holders of at least a majority of
the shares of New Preferred Stock then outstanding.
 
   On any scheduled dividend payment date, Radio One may, at its option,
exchange all but not less than all of the shares of New Preferred Stock then
outstanding for our    % Subordinated Exchange Debentures Due    (the "Exchange
Debentures"). The Exchange Debentures will bear interest at a rate of    % per
annum, payable semiannually in arrears on        and        of each year (or,
on or prior to       ,   , in additional Exchange Debentures, at the option of
Radio One), beginning with the first such date to occur after the date of
exchange. The Exchange Debentures will be subordinated to all existing and
future senior debt of Radio One and to all indebtedness and other liabilities
(including trade payables) of Radio One's subsidiaries.
 
                                       78
<PAGE>
 
   The New Preferred Stock and, if applicable, the indenture governing the
Exchange Debentures will limit, subject to certain restrictions:
 
  1. the incurrence of additional indebtedness and the issuance of preferred
     stock by Radio One and its Restricted Subsidiaries,
 
  2. the payment of dividends and other distributions by Radio One and its
     Restricted Subsidiaries in respect of their capital stock,
 
  3. investments or other restricted payments by Radio One and its Restricted
     Subsidiaries,
 
  4. asset sales and asset swaps,
 
  5. certain transactions with affiliates,
 
  6. the sale or issuance of capital stock of Restricted Subsidiaries, and
 
  7. mergers and consolidations.
 
   The New Preferred Stock will also prohibit certain restrictions on dividends
and other distributions from our Restricted Subsidiaries.
 
Foreign Ownership
 
   Radio One's Amended and Restated Certificate of Incorporation restricts the
ownership, voting and transfer of our capital stock, including the Class A
Common Stock, in accordance with the Communications Act and the rules of the
FCC, which prohibit the issuance of more than 25% of our outstanding capital
stock (or more than 25% of the voting rights such stock represents) to or for
the account of aliens (as defined by the FCC) or corporations otherwise subject
to domination or control by aliens. Our Amended and Restated Certificate of
Incorporation prohibits any transfer of our capital stock that would cause a
violation of this prohibition. In addition, the Amended and Restated
Certificate of Incorporation authorizes the Board of Directors to take action
to enforce these prohibitions, including restricting the transfer of shares of
capital stock to aliens and placing a legend restricting foreign ownership on
the certificates representing the Class A Common Stock.
 
Registration Rights
 
   The holders of substantially all of the shares of Class A Common Stock
outstanding prior to the closing of this offering, other than Mr. Liggins, are
parties to registration rights agreements with us. These agreements, which
relate to approximately      shares of Class A Common Stock, provide incidental
or "piggyback" registration rights that allow such holders, under certain
circumstances, to include their shares of Class A Common Stock in registration
statements initiated by Radio One or other stockholders. Under these
agreements, the holders of Class A Common Stock may require us to register
their shares under the Securities Act for offer and sale to the public
(including by way of an underwritten public offering) on up to four occasions.
These agreements also permit demand registrations on Form S-3 registration
statements provided that we are eligible to register our capital stock on Form
S-3. All such registration rights are subject to conditions and limitations,
including the right of the underwriters of an offering to limit the number of
shares to be included in a registration. The holders of the Class A Common
Stock have waived their "piggyback" registration rights with respect to the
offering.
 
Limitations on Directors' and Officers' Liability
 
   Radio One's Amended and Restated Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law, which
specifies that a director of a company adopting such a provision will not be
personally liable for monetary damages for breach of fiduciary duty as a
director, except for the liability (i) for any breach of the director's duty of
loyalty to Radio One or its stockholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law;
or (iv) for any transaction from which the director derived an improper
personal benefit.
 
                                       79
<PAGE>
 
   Radio One's Amended and Restated Certificate of Incorporation provides for
mandatory indemnification of directors and officers and authorizes
indemnification for employees and agents in such manner, under such
circumstances and to the fullest extent permitted by the Delaware General
Corporation Law, which generally authorizes indemnification as to all expenses
incurred or imposed as a result of actions, suits or proceedings if the
indemnified parties act in good faith and in a manner they reasonably believe
to be in or not opposed to the best interests of Radio One. We believe these
provisions are necessary or useful to attract and retain qualified persons as
directors. Radio One maintains directors and officers insurance for the benefit
of its directors and officers.
 
   There is no pending litigation or proceeding involving a director or officer
as to which indemnification is being sought.
 
Transfer Agent and Registrar
 
   United States Trust Company of New York is our transfer agent and registrar.
 
                                       80
<PAGE>
 
                          DESCRIPTION OF INDEBTEDNESS
 
Bank Credit Facility
 
   On      , 1999, we entered into an amended and restated credit agreement
(the "Credit Agreement") under which we may borrow up to $100 million on a
revolving basis (the "Bank Credit Facility") from a group of banking
institutions. Draw downs under the Bank Credit Facility are currently
available, subject to compliance with provisions of the Credit Agreement,
including but not limited to the financial covenants. Specifically, borrowings
under the Bank Credit Facility may be entirely of Eurodollar Loans, Alternate
Base Rate ("ABR") Loans or a combination thereof. The Bank Credit Facility will
be fully available until a maturity date of December 31, 2003. No commitment
reductions under the Bank Credit Facility will occur until the final maturity
date, provided that Radio One does not acquire or issue additional indebtedness
or Disqualified Stock (as such term is defined in the Credit Agreement).
 
   The Bank Credit Facility terminates on December 31, 2003, at which time any
outstanding principal together with all accrued and unpaid interest thereon
would become due and payable. All amounts under the Bank Credit Facility are
guaranteed by each of Radio One's direct and indirect subsidiaries other than
WYCB Acquisition Corporation and Broadcast Holdings, Inc.
 
   The Bank Credit Facility is secured by a perfected first priority secured
interest in: (i) substantially all of the tangible and intangible assets of
Radio One and our direct and indirect subsidiaries including, without
limitation, any and all FCC licenses to the maximum extent permitted by law and
(ii) all of the common stock of Radio One and our direct and indirect
subsidiaries, including all warrants or options and other similar securities to
purchase such securities. Radio One also granted a security interest in all
money (including interest), instruments and securities at any time held or
acquired in connection with a cash collateral account established pursuant to
the Credit Agreement, together with all proceeds thereof.
 
   The interest rates on the borrowings under the Bank Credit Facility are
based on the ratio of total debt to EBITDA, with a maximum margin above ABR of
1.625% with respect to ABR Loans, and a maximum margin above Eurodollar rate
2.625% with respect to Eurodollar Loans. Interest on Eurodollar Loans is based
on a 360-day period for actual days elapsed, and interest on ABR Loans is based
on a 365-day period for actual days elapsed. In addition, Radio One will pay a
commitment fee equal to an amount based on the average daily amount of the
available commitment computed at a rate per year tied to a leverage ratio in
effect for the fiscal quarter preceding the date of payment of such fee. The
commitment fee is fully earned and non-refundable and is payable quarterly in
arrears on the last business day of each March, June, September and December
and on the maturity date.
 
   The Credit Agreement contains customary and appropriate affirmative and
negative covenants including, but not limited to, financing covenants and other
covenants including limitations on other indebtedness, liens, investments,
guarantees, restricted payments (dividends, redemptions and payments on
subordinated debt), prepayment or repurchase of other indebtedness, mergers and
acquisitions, sales of assets, capital expenditures, losses, transactions with
affiliates and other provisions customary and appropriate for financing of this
type, including mutually agreed upon exceptions and baskets. The financial
covenants include: (i) a maximum ratio of total debt to EBITDA of 7.0x; (ii) a
maximum ratio of senior debt to EBITDA of 4.5x; (iii) a minimum interest
coverage ratio; and (iv) a minimum fixed charge coverage ratio.
 
   The Credit Agreement contains the following customary events of default: (i)
failure to make payments when due; (ii) defaults under any other agreements or
instruments of indebtedness; (iii) noncompliance with covenants; (iv) breaches
of representations and warranties; (v) voluntary or involuntary bankruptcy or
liquidation proceedings; (vi) entrance of judgments; (vii) impairment of
security interests in collateral; and (viii) changes of control.
 
 
                                       81
<PAGE>
 
12% Senior Subordinated Notes Due 2004
 
   On May 15, 1997, Radio One entered into an approximate $85.0 million
aggregate principal amount offering (the "12% Notes Offering") of Radio One's
12% Senior Subordinated Notes (the "12% Notes due 2004"). The 12% Notes
Offering has an aggregate initial accreted value of approximately $75.0
million, as of Maturity Date May 15, 2004.
 
   The 12% Notes due 2004 are generally unsecured obligations of Radio One and
are subordinated in rights of payment to all Senior Indebtedness (as defined in
the Indenture). The 12% Notes due 2004 were issued pursuant to an Indenture,
dated as of May 15, 1997 among Radio One, Radio One Licenses, Inc. and United
States Trust Company of New York (the "Indenture"). Pursuant to the First
Supplemental Indenture dated as of June 30, 1998, Bell Broadcasting and Radio
One of Detroit, Inc. became Subsidiary Guarantors of the Notes. Pursuant to the
Second Supplemental Indenture dated as of December 28, 1998, Allur-Detroit and
Allur Licenses, Inc. became Subsidiary Guarantors of the Notes.
 
   The 12% Notes due 2004 were issued at a substantial discount from their
principal amount. The issue price to investors per Note was $877.42, which
represents a yield to maturity on the 12% Notes due 2004 of 12.0% calculated
from May 19, 1997 (computed on a semi-annual bond equivalent basis).
 
   Cash interest on the 12% Notes due 2004 accrues at a rate of 7.0% per annum
on the principal amount of the 12% Notes due 2004 through and including May 15,
2000, and at a rate of 12.0% per annum on the principal amount of the 12% Notes
due 2004 after such date. Cash interest on the 12% Notes due 2004 is currently
payable semi-annually on May 15 and November 15 of each year.
 
   The 12% Notes due 2004 are redeemable at any time and from time to time at
the option of Radio One, in whole or in part, on or after May 15, 2001 at the
redemption prices set forth in the 12% Notes due 2004, plus accrued and unpaid
interest to the date of redemption. In addition, on or prior to May 15, 2000,
Radio One may redeem, at our option, up to 25.0% of the aggregate original
principal amount of the 12% Notes due 2004 with the net proceeds of one or more
Public Equity Offerings at 112% of the Accreted Value thereof, together with
accrued and unpaid interest, if any, to the date of redemption, as long as at
least approximately $64.1 million of the aggregate principal amount of the 12%
Notes due 2004 remains outstanding after each such redemption. Upon a Change of
Control (as defined in the Indenture), Radio One must commence an offer to
repurchase the 12% Notes due 2004 at 101% of the Accreted Value thereof, plus
accrued and unpaid interest, if any, to the date of repurchase.
 
   The initial gross proceeds to Radio One from the 12% Notes Offering were
approximately $75.0 million and were used to: (i) repay all the outstanding
indebtedness under Radio One's then existing credit facility; (ii) fund the
balance of the total consideration in respect to the acquisition of WPHI-FM;
(iii) pay for leasehold improvements and new equipment in respect to the Lanham
offices and other amounts associated with moving Radio One's Washington, D.C.
offices and studios; (iv) provide funding for other general purposes, including
working capital; and (v) pay related fees and expenses in connection with the
consummation of the 12% Notes Offering.
 
   The Indenture governing the 12% Notes due 2004 contains certain restrictive
covenants with respect to Radio One and our Restricted Subsidiaries, including
limitations on: (a) the sale of assets, including the equity interests of Radio
One's Restricted Subsidiaries, (b) asset swaps, (c) the payment of Restricted
Payments (as defined in the Indenture), (d) the incurrence of indebtedness and
issuance of preferred stock by Radio One or our Restricted Subsidiaries, (e)
the issuance of Equity Interests (as defined in the Indenture) by a Restricted
Subsidiary, (f) the payment of dividends on the capital stock of Radio One and
the purchase, redemption or retirement of the capital stock or subordinated
indebtedness of Radio One, (g) certain transactions with affiliates, (h) the
incurrence of senior subordinated debt and (i) certain consolidations and
mergers. The Indenture also prohibits certain restrictions on distributions
from Restricted Subsidiaries. All of these limitations and prohibitions,
however, are subject to a number of important qualifications.
 
                                       82
<PAGE>
 
   The Indenture for the 12% Notes due 2004 includes various events of default
customary for such type of agreements, such as failure to pay principal and
interest when due on the 12% Notes due 2004, cross defaults on other
indebtedness and certain events of bankruptcy, insolvency and reorganization.
 
                        SHARES ELIGIBLE FOR FUTURE SALE
 
   Prior to this offering, there has been no public market for the Class A
Common Stock of Radio One. The sale or availability for sale of substantial
amounts of Class A Common Stock in the public market subsequent to the
offering, or the perception that such sales could occur, could adversely affect
market prices prevailing from time to time. Sales of substantial amounts of
Class A Common Stock in the public market subsequent to the offering could also
adversely affect the ability of Radio One to raise equity capital in the
future.
 
   Upon consummation of this offering, Radio One will have outstanding
                   shares of Class A Common Stock, assuming no exercise of the
underwriters' over-allotment option and no exercise of outstanding options and
       shares of Class A Common Stock assuming exercise of the Underwriter's
over-allotment in full. Of these shares, the                   shares of Class
A Common Stock sold in this offering will be freely tradable without
restriction under the Securities Act, unless purchased by "affiliates" of Radio
One as that term is defined in Rule 144 promulgated under the Securities Act.
The remaining           shares of Class A Common Stock outstanding upon
completion of the offering will be "restricted securities," as that term is
defined Rule 144 promulgated under the Securities Act ("Restricted Shares").
Restricted Shares may be sold in the public market only if registered or if
they qualify for an exemption from registration under Rule 144 promulgated
under the Securities Act, which is summarized below.
 
   The holders of substantially all of the shares of Class A Common Stock
outstanding prior to the closing of this offering, other than Mr. Liggins, are
parties to registration rights agreements with us. These agreements, which
relate to approximately        shares of Class A Common Stock, provide
incidental or "piggyback" registration rights that allow such holders, under
certain circumstances, to include their shares of Class A Common Stock in
registration statements initiated by Radio One or other stockholders. Such
registration rights agreements also permit demand registrations. The number of
shares sold in the public market could increase if such rights are exercised.
See "Description of Capital Stock--Registration Rights."
 
   In general, under Rule 144 as currently in effect, a person (or persons
whose shares are required to be aggregated) who has beneficially owned shares
of Class A Common Stock that have been outstanding and not held by any
"affiliate" of Radio One for a period of one year is entitled to sell within
any three-month period a number of shares that does not exceed the greater of
one percent of the then outstanding shares of Class A Common Stock
(approximately               shares immediately after completion of this
offering assuming no exercise of the underwriters' over-allotment option) or
the average weekly reported trading volume of the Class A Common Stock during
the four calendar weeks preceding the date on which notice of such sale is
given, provided certain manner of sale and notice requirements and requirements
as to the availability of current public information are satisfied (such
information requirements have been satisfied by Radio One's filing of reports
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since August 1997). Affiliates of Radio One must comply with the restrictions
and requirements of Rule 144, other than the two-year holding period
requirement, in order to sell shares of Class A Common Stock that are not
"restricted securities" (such as shares acquired by affiliates in this
offering). Under Rule 144(k), a person who is not deemed an "affiliate" of
Radio One at any time during the three months preceding a sale by him, and who
has beneficially owned shares of Class A Common Stock that were not acquired
from Radio One or an "affiliate" of Radio One within the previous two years,
would be entitled to sell such shares without regard to volume limitations,
manner of sale provisions, notification requirements or the availability of
current public information concerning Radio One. As defined in Rule 144, an
"affiliate" of an issuer is a person that directly or indirectly through the
use of one or more intermediaries controls, or is controlled by, or is under
common control with, such issuer.
 
                                       83
<PAGE>
 
   Radio One, all of its officers and directors, the selling stockholders and
other holders of Class A Common Stock 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 Class A Common
Stock owned by them or that could be purchased by them through the exercise of
options to purchase Class A Common Stock of Radio One for a period of 180 days
after the date of this prospectus without the prior written consent of Credit
Suisse First Boston Corporation on behalf of the underwriters. As a result of
these restrictions, notwithstanding possible earlier eligibility for sale under
the provisions of Rules 144 and 144(k), shares subject to lock-up agreements
will not be salable until the agreements expire. Taking into account the lock-
up agreements, approximately                shares of Class A Common Stock will
be eligible for sale in the public market as of the effective date of this
offering. Substantially all of the remaining Restricted Shares will become
eligible for sale in the public market 180 days after the effective date of the
offering, subject in the case of affiliates to the volume limitations described
above.
 
   Shortly after the effective date of the offering, Radio One intends to file
a Registration Statement under the Securities Act covering shares of Class A
Common Stock reserved for issuance under Radio One's Option Plan. Such
Registration Statement will cover approximately                shares. Such
Registration Statement will automatically become effective upon filing.
Accordingly, shares registered under such Registration Statement will be,
subject to Rule 144 volume limitations applicable to affiliates, available for
sale in the open market, unless such shares are subject to vesting restrictions
or the lock-up agreements described above. In                , 1999, Radio
One's Board of Directors granted options to purchase an aggregate of
                    shares of Class A Common Stock.      of these options are
immediately exercisable, but any shares acquired pursuant to the exercise of
these options are subject to the same contractual lock-up agreement as the
shares held by officers, directors and selling stockholders.
 
                                       84
<PAGE>
 
                                  UNDERWRITING
 
   Under the terms and subject to the conditions contained in an underwriting
agreement, dated    , 1999, we and the selling stockholders have agreed to sell
to the underwriters named below, for whom Credit Suisse First Boston
Corporation, NationsBanc Montgomery Securities LLC, Bear, Stearns & Co. Inc.,
and Prudential Securities Incorporated are acting as representatives, the
following respective number of shares of Class A Common Stock:
 
<TABLE>
<CAPTION>
                                                                      Number of
                              Underwriter                               Shares
                              -----------                             ----------
   <S>                                                                <C>
   Credit Suisse First Boston Corporation............................
   NationsBanc Montgomery Securities LLC.............................
   Bear, Stearns & Co. Inc...........................................
   Prudential Securities Incorporated................................
                                                                      ----------
     Total...........................................................
                                                                      ==========
</TABLE>
 
   The underwriting agreement provides that the underwriters are obligated to
purchase all the shares of Class A Common Stock in the offering if any are
purchased other than those shares covered by the over-allotment option
described below. The underwriting agreement also provides that if an
underwriter defaults, the purchase commitments of non-defaulting underwriters
may be increased or the offering of Class A Common Stock may be terminated.
 
   We and the selling stockholders have granted to the underwriters a 30-day
option to purchase on a pro rata basis up to      additional shares from us and
an aggregate of      additional shares from the selling stockholders at the
initial public offering price less the underwriting discounts and commissions.
The option may be exercised only to cover any over-allotments of Class A Common
Stock.
 
   The underwriters propose to offer the shares of Class A Common Stock
initially at the public offering price on the cover page of this prospectus,
and to selling group members at that price less a concession of $   per share.
The underwriters and selling group members may allow a discount of $   per
share on sales to other broker/dealers. After the initial public offering, the
public offering price and concession and discount to dealers may be changed by
the representatives.
 
   The following table summarizes the compensation and estimated expenses we
and the selling stockholders will pay.
 
<TABLE>
<CAPTION>
                                                              Total
                                                  -----------------------------
                                             Per     Without          With
                                            Share Over-allotment Over-allotment
                                            ----- -------------- --------------
<S>                                         <C>   <C>            <C>
Underwriting Discounts and Commissions
 paid by us...............................     $         $              $
Expenses payable by us....................     $         $              $
Underwriting Discounts and Commissions
 paid by selling stockholders.............     $         $              $
Expenses payable by selling stockholders..     $         $              $
</TABLE>
 
                                       85
<PAGE>
 
   The representatives have informed Radio One and the selling stockholders
that the underwriters do not intend to confirm sales to any accounts over which
they exercise discretionary authority.
 
   We intend to use more than 10% of the net proceeds from the sale of shares
of Class A Common Stock to repay indebtedness owed by us to lenders under the
Bank Credit Facility, including NationsBank N.A. and Credit Suisse First
Boston, New York branch, which are affiliates of NationsBanc Montgomery
Securities LLC and Credit Suisse First Boston Corporation, respectively.
Accordingly, the offering is being made in compliance with the requirements of
Rule 2710(c)(8) of the National Association of Securities Dealers, Inc. Conduct
Rules. This rule provides generally that if more than 10% of the net proceeds
from the sale of stock, not including underwriting compensation, is paid to the
underwriters or their affiliates, the initial public offering price of the
stock may not be higher than that recommended by a "qualified independent
underwriter" meeting certain standards. Accordingly, Prudential Securities is
assuming the responsibilities of acting as the qualified independent
underwriter in pricing the offering and conducting due diligence. The initial
public offering price of the shares of Class A Common Stock is no higher than
the price recommended by Prudential Securities.
 
   We are currently in compliance in all material respects with the terms of
the Credit Agreement. The decision of Credit Suisse First Boston Corporation
and NationsBanc Montgomery Securities LLC to distribute the Class A Common
Stock was made in accordance with their respective customary procedures. Credit
Suisse First Boston Corporation and NationsBanc Montgomery Securities LLC will
not receive any benefit from this offering other than their respective portions
of the underwriting discounts as set forth on the cover page of this
prospectus.
 
   Radio One, Catherine L. Hughes, Alfred C. Liggins, III, the selling
stockholders and certain other holders of Common Stock of Radio One have agreed
that they will not offer, sell, contract to sell, announce our intention to
sell, pledge or otherwise dispose of, directly or indirectly, or file with the
Securities Exchange Commission (the "SEC") a registration statement under the
Securities Act relating to, any additional shares of Class A Common Stock or
securities convertible into or exchangeable or exercisable for any of our Class
A Common Stock, without the prior written consent of Credit Suisse First Boston
Corporation for a period of 180 days after the date of this prospectus.
 
   At our request, the underwriters have reserved for sale, at the initial
public offering price up to                 shares of Class A Common Stock for
employees, directors and certain other persons associated with us who have
expressed an interest in purchasing Class A Common Stock in the offering. The
number of shares available for sale to the general public in the offering will
be reduced to the extent such persons purchase such reserved shares. Any
reserved shares not so purchased will be offered by the underwriters to the
general public on the same terms as the other shares.
 
   We and the selling stockholders have agreed to indemnify the underwriters
against certain liabilities under the Securities Act, or contribute to payments
which the underwriters may be required to make in respect thereof.
 
   We have made application to list the shares of Class A Common Stock on The
Nasdaq Stock Market's National Market under the symbol "ROIA."
 
   Credit Suisse First Boston Corporation has provided customary financial
advisory services to Radio One, for which it has received customary
compensation and indemnification, and in the future may provide such services.
 
   Prior to this offering, there has been no public market for the Class A
Common Stock. The initial public offering price for the Class A Common Stock
will be negotiated among us, the selling stockholders and the representatives.
Among the principal factors to be considered in determining the initial public
offering price will be market conditions for initial public offerings, the
history of and prospects for our business, our past and
 
                                       86
<PAGE>
 
present operations, our past and present earnings and current financial
position, an assessment of our management, the market of securities of
companies in businesses similar to ours, the general condition of the
securities markets and other relevant factors. There can be no assurance that
the initial public offering price will correspond to the price at which the
Class A Common Stock will trade in the public market subsequent to the offering
or that an active trading market will develop and continue after the offering.
 
   The representatives, may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation
M under the Exchange Act. Over-allotment involves syndicate sales in excess of
the offering size, which creates a syndicate short position. Stabilizing
transactions permit bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Syndicate covering
transactions involve purchases of the Class A Common Stock in the open market
after the distribution has been completed in order to cover syndicate short
positions. Penalty bids permit the representatives to reclaim a selling
concession from a syndicate member when the Class A Common Stock originally
sold by such syndicate member are purchased in a syndicate covering transaction
to cover syndicate short positions. Such stabilizing transactions, syndicate
covering transactions and penalty bids may cause the price of the Class A
Common Stock to be higher than it would otherwise be in the absence of such
transactions. These transactions may be effected on The Nasdaq National Market
or otherwise and, if commenced, may be discontinued at any time.
 
                                       87
<PAGE>
 
                          NOTICE TO CANADIAN RESIDENTS
 
Resale Restrictions
 
   The distribution of the Class A Common Stock in Canada is being made only on
a private placement basis exempt from the requirement that we and the selling
stockholders prepare and file a prospectus with the securities regulatory
authorities in each province where trades of the Class A Common Stock are
effected. Accordingly, any resale of the Class A Common Stock in Canada must be
made in accordance with applicable securities laws which will vary depending on
the relevant jurisdiction, and which may require resales to be made in
accordance with available statutory exemptions or pursuant to a discretionary
exemption granted by the applicable Canadian securities regulatory authority.
Purchasers are advised to seek legal advice prior to any resale of the Class A
Common Stock.
 
Representations of Purchasers
 
   Each purchaser of the Class A Common Stock in Canada who receives a purchase
confirmation will be deemed to represent to us, the selling stockholders and
the dealer from whom such purchase confirmation is received that (i) such
purchaser is entitled under applicable provincial securities laws to purchase
such Class A Common Stock without the benefit of a prospectus qualified under
such securities laws, (ii) where required by law, that such purchaser is
purchasing as principal and not as agent, and (iii) such purchaser has reviewed
the text above under "Resale Restrictions."
 
Rights of Action (Ontario Purchasers)
 
   The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. federal securities laws.
 
Enforcement of Legal Rights
 
   All of the issuer's directors and officers as well as the experts named
herein and the selling stockholders may be located outside of Canada and, as a
result, it may not be possible for Canadian purchasers to effect service of
process within Canada upon the issuer or such persons. All or substantial
portions of the assets of the issuer and such persons may be located out side
of Canada and, as a result, it may not be possible to satisfy a judgment
against the issuer or such persons in Canada or to enforce a judgment obtained
in Canadian courts against such issuer or persons outside of Canada.
 
Notice to British Columbia Residents
 
   A purchaser of the Class A Common Stock to whom the Securities Act (British
Columbia) applies is advised that such purchaser is required to file with the
British Columbia Securities Commission a report within ten days of the sale of
any Class A Common Stock acquired by such purchaser pursuant to this offering.
Such report must be in the form attached to British Columbia Securities
Commission Blanket Order BOR #95/17, a copy of which may be obtained from Radio
One. Only one such report must be filed in respect of the Class A Common Stock
acquired on the same date and under the same prospectus exemption.
 
Taxation and Eligibility for Investment
 
   Canadian purchasers of the Class A Common Stock should consult their own
legal and tax advisors with respect to the tax consequences of an investment in
the Class A Common Stock in their particular circumstances and with respect to
the eligibility of the Class A Common Stock for investment by the purchaser
under relevant Canadian legislation.
 
                                       88
<PAGE>
 
                                 LEGAL MATTERS
 
   Certain legal matters with respect to the offering will be passed upon for
Radio One by Kirkland & Ellis. Certain legal matters regarding FCC issues will
be passed upon for Radio One by Davis, Wright & Tremaine LLP. Certain legal
matters will be passed upon for the underwriters by Skadden, Arps, Slate,
Meagher & Flom LLP.
 
                                    EXPERTS
 
   The audited consolidated financial statements and schedules of Radio One,
Inc. and subsidiaries as of December 31, 1997 and 1998, and for each of the
years in the three-year period ended December 31, 1998, included in the
prospectus and registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto and are included herein in reliance upon the authority of said firm as
experts in giving said report.
 
   The audited consolidated financial statements of Radio One of Atlanta, Inc.
and subsidiary as of December 31, 1997 and 1998, and for each of the years in
the three-year period ended December 31, 1998, included in the prospectus and
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto and are
included herein in reliance upon the authority of said firm as experts in
giving said report.
 
   The audited financial statements of Bell Broadcasting Company as of December
31, 1997 and for each of the years in the two-year period ended December 31,
1997, included in the prospectus and registration statement have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto and are included herein in reliance upon the
authority of said firm as experts in giving said report.
 
   The audited financial statements of Allur-Detroit, Inc., as of December 31,
1997, and for the year then ended, included in the prospectus and registration
statement have been audited by Mitchell & Titus, LLP, independent public
accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said report.
 
   The audited financial statements of the Richmond Operations of Sinclair
Telecable, Inc. as of December 31, 1997 and 1998, and for each of the years in
the two-year period ended December 31, 1998, included in the prospectus and
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto and are
included herein in reliance upon the authority of said firm as experts in
giving said report.
 
   The audited financial statements of stations WKJS-FM and WSOJ-FM of FM 100,
Inc. as of December 31, 1998, and for the year then ended, included in the
prospectus and registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto and are included herein in reliance upon the authority of said firm as
experts in giving said report.
 
                             ADDITIONAL INFORMATION
 
   We are subject to the reporting requirements of the Exchange Act, and, in
accordance therewith, file reports, proxy statements and other information with
the SEC. Such reports, proxy statements and other information may be inspected
and copied at the public reference facilities maintained by the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's regional offices
located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, IL 60661 and Seven World Trade Center, 13th Floor, New York, NY 10048.
Copies of such material can be obtained from the Public Reference Section of
the SEC upon payment of certain fees prescribed by the SEC. The SEC's Web site
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC. The address of
that site is http://www.sec.gov. Our Class A Common Stock is quoted on the
Nasdaq National Market and our reports, proxy statements and other information
may also be inspected at the offices of Nasdaq Operations, 1735 K Street, N.W.,
Washington, D.C. 20006.
 
                                       89
<PAGE>
 
   We have filed a registration statement on Form S-1 with the SEC under the
Securities Act in respect of the Class A Common Stock offered pursuant to this
prospectus. This prospectus, which is a part of the registration statement,
omits certain information contained in the registration statement as permitted
by the SEC's rules and regulations. For further information with respect to
Radio One and the Class A Common Stock offered hereby, please reference the
registration statement, including its exhibits. Statements in this prospectus
concerning the contents of any contract or other document filed with the SEC as
an exhibit to the registration statement are not necessarily complete and are
qualified in all respects by such reference. Copies of the registration
statement, including all related exhibits and schedules, may be inspected
without charge at the public reference facilities maintained by the SEC, or
obtained at prescribed rates from the Public Reference Section of the SEC at
the address set forth above.
 
                                       90
<PAGE>
 
                         INDEX TO FINANCIAL STATEMENTS
 
<TABLE>
<S>                                                                        <C>
Radio One, Inc. and Subsidiaries
Report of Independent Public Accountants.................................   F-2
Consolidated Balance Sheets as of December 31, 1997 and 1998.............   F-3
Consolidated Statements of Operations for the years ended December 31,
 1996, 1997, and 1998....................................................   F-4
Consolidated Statements of Changes in Stockholders' Deficit for the years
 ended December 31, 1996, 1997, and 1998.................................   F-5
Consolidated Statements of Cash Flows for the years ended December 31,
 1996, 1997, and 1998....................................................   F-6
Notes to Consolidated Financial Statements...............................   F-7
Radio One of Atlanta, Inc.
Report of Independent Public Accountants.................................  F-17
Consolidated Balance Sheets as of December 31, 1997 and 1998.............  F-18
Consolidated Statements of Operations for the years ended December 31,
 1996, 1997, and 1998....................................................  F-19
Consolidated Statements of Changes in Stockholders' Equity for the years
 ended December 31, 1996, 1997, and 1998.................................  F-20
Consolidated Statements of Cash Flows for the years ended December 31,
 1996, 1997, and 1998....................................................  F-21
Notes to Consolidated Financial Statements...............................  F-22
Bell Broadcasting Company
Report of Independent Public Accountants.................................  F-29
Balance Sheets as of December 31, 1997, and June 30, 1998 (unaudited)....  F-30
Statements of Operations for the years ended December 31, 1996 and 1997,
 and the six months ended June 30, 1997 and 1998 (unaudited).............  F-31
Statements of Changes in Stockholders' Equity for the years ended
 December 31, 1996, and 1997, and the six months ended June 30, 1998
 (unaudited).............................................................  F-32
Statements of Cash Flows for the years ended December 31, 1996, and 1997,
 and the six months ended June 30, 1997 and 1998 (unaudited).............  F-33
Notes to Financial Statements............................................  F-34
Allur-Detroit, Inc.
Report of Independent Public Accountants.................................  F-39
Balance Sheets as of December 31, 1997, and September 30, 1998
 (unaudited).............................................................  F-40
Statements of Operations for the year ended December 31, 1997, and the
 nine months ended September 30, 1997 and 1998 (unaudited)...............  F-41
Statements of Changes in Stockholders' Equity for the year ended December
 31, 1997, and the nine months ended September 30, 1998 (unaudited)......  F-42
Statements of Cash Flows for the years ended December 31, 1997, and the
 nine months ended September 30, 1997 and 1998 (unaudited)...............  F-43
Notes to Financial Statements............................................  F-44
Richmond Operations of Sinclair Telecable, Inc.
Report of Independent Public Accountants.................................  F-49
Combined Balance Sheets as of December 31, 1997 and 1998.................  F-50
Combined Statements of Operations and Changes in Station Equity for the
 years ended December 31, 1997 and 1998..................................  F-51
Combined Statements of Cash Flows for the years ended December 31, 1997
 and 1998................................................................  F-52
Notes to Financial Statements............................................  F-53
Stations WKJS-FM and WSOJ-FM of FM 100, Inc.
Report of Independent Public Accountants.................................  F-56
Combined Balance Sheet as of December 31, 1998...........................  F-57
Combined Statement of Operations and Changes in Station Deficit for the
 year ended December 31, 1998............................................  F-58
Combined Statement of Cash Flows for the year ended December 31, 1998....  F-59
Notes to Financial Statements............................................  F-60
</TABLE>
 
                                      F-1
<PAGE>
 
   The accompanying consolidated financial statements do not reflect the
completion of a stock split, the exercise of certain warrants or exchange of
Class A Common Stock for Classes B and C Common Stock which will take place on
or prior to the effective date of an offering of Common Stock to the public.
The following report is in the form which will be issued by us upon completion
of the three transactions above, which are described in Note 1 to the
consolidated financial statements, and assuming that from December 31, 1998, to
the date of such completion no other material events have occurred that would
affect the accompanying consolidated financial statements or require disclosure
therein:
 
                                          /s/ Arthur Andersen LLP
 
Baltimore, Maryland,
March 11, 1999
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors and Stockholders of
 Radio One, Inc.:
 
   We have audited the accompanying consolidated balance sheets of Radio One,
Inc. (a Delaware corporation) and subsidiaries (the Company) as of December 31,
1997 and 1998, and the related consolidated statements of operations, changes
in stockholders' deficit and cash flows for each of the years in the three-year
period ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Radio One,
Inc. and subsidiaries as of December 31, 1997 and 1998 and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1998, in conformity with generally accepted accounting
principles.
 
Baltimore, Maryland,
       , 1999
 
                                      F-2
<PAGE>
 
                        RADIO ONE, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                        As of December 31, 1997 and 1998
 
<TABLE>
<CAPTION>
                                                        1997          1998
                                                    ------------  ------------
<S>                                                 <C>           <C>
                      ASSETS
CURRENT ASSETS:
  Cash and cash equivalents........................ $  8,500,000  $  4,455,000
  Trade accounts receivable, net of allowance for
   doubtful accounts of $904,000 and $1,243,000,
   respectively....................................    8,722,000    12,026,000
  Prepaid expenses and other.......................      315,000       334,000
  Deferred taxes...................................          --        826,000
                                                    ------------  ------------
    Total current assets...........................   17,537,000    17,641,000
PROPERTY AND EQUIPMENT, net........................    4,432,000     6,717,000
INTANGIBLE ASSETS, net.............................   54,942,000   127,639,000
OTHER ASSETS.......................................    2,314,000     1,859,000
                                                    ------------  ------------
    Total assets................................... $ 79,225,000  $153,856,000
                                                    ============  ============
       LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
  Accounts payable................................. $    258,000  $  1,190,000
  Accrued expenses.................................    3,029,000     3,708,000
  Income taxes payable.............................          --        143,000
                                                    ------------  ------------
    Total current liabilities......................    3,287,000     5,041,000
LONG-TERM DEBT AND DEFERRED INTEREST, net of
 current
 portion...........................................   74,954,000   131,739,000
DEFERRED TAX LIABILITY.............................          --     15,251,000
                                                    ------------  ------------
    Total liabilities..............................   78,241,000   152,031,000
                                                    ------------  ------------
COMMITMENTS AND CONTINGENCIES
SENIOR CUMULATIVE REDEEMABLE PREFERRED STOCK:
  Series A, $.01 par value, 140,000 shares
   authorized, 84,843 shares
   issued and outstanding..........................    9,310,000    10,816,000
  Series B, $.01 par value, 150,000 shares
   authorized, 124,467 shares
   issued and outstanding..........................   13,658,000    15,868,000
STOCKHOLDERS' DEFICIT:
  Common stock--Class A, $    par value,
   shares authorized,
          shares issued and outstanding............          --            --
  Common stock--Class B, $    par value,
   shares authorized,
       shares issued and outstanding...............          --            --
  Common stock--Class C, $   par value,
   shares authorized,
       shares issued and outstanding...............          --            --
  Additional paid-in capital.......................          --            --
  Accumulated deficit..............................  (21,984,000)  (24,859,000)
                                                    ------------  ------------
    Total stockholders' deficit....................  (21,984,000)  (24,859,000)
                                                    ------------  ------------
    Total liabilities and stockholders' deficit.... $ 79,225,000  $153,856,000
                                                    ============  ============
</TABLE>
 
   The accompanying notes are an integral part of these consolidated balance
                                    sheets.
 
 
                                      F-3
<PAGE>
 
                        RADIO ONE, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Years Ended December 31, 1996, 1997 and 1998
 
<TABLE>
<CAPTION>
                                             1996         1997         1998
                                          -----------  -----------  -----------
<S>                                       <C>          <C>          <C>
REVENUE:
  Broadcast revenue, including barter
   revenue of $1,122,000, $1,010,000 and
   $644,000, respectively...............  $27,027,000  $36,955,000  $52,696,000
  Less: Agency commissions..............    3,325,000    4,588,000    6,587,000
                                          -----------  -----------  -----------
    Net broadcast revenue...............   23,702,000   32,367,000   46,109,000
                                          -----------  -----------  -----------
OPERATING EXPENSES:
  Program and technical.................    4,157,000    5,934,000    8,015,000
  Selling, general and administrative...    9,770,000   12,914,000   16,486,000
  Corporate expenses....................    1,793,000    2,155,000    2,800,000
  Depreciation and amortization.........    4,262,000    5,828,000    8,445,000
                                          -----------  -----------  -----------
    Total operating expenses............   19,982,000   26,831,000   35,746,000
                                          -----------  -----------  -----------
    Operating income....................    3,720,000    5,536,000   10,363,000
INTEREST EXPENSE, including amortization
 of deferred financing costs............    7,252,000    8,910,000   11,455,000
OTHER (EXPENSE) INCOME, net.............      (77,000)     415,000      358,000
                                          -----------  -----------  -----------
  Loss before benefit from income
   taxes and extraordinary item.........   (3,609,000)  (2,959,000)    (734,000)
BENEFIT FROM INCOME TAXES...............          --           --     1,575,000
                                          -----------  -----------  -----------
  (Loss) income before extraordinary
   item.................................   (3,609,000)  (2,959,000)     841,000
EXTRAORDINARY ITEM:
  Loss on early retirement of debt......          --     1,985,000          --
                                          -----------  -----------  -----------
    Net (loss) income...................  $(3,609,000) $(4,944,000) $   841,000
                                          ===========  ===========  ===========
EARNINGS PER SHARE:
  Basic.................................  $            $            $
                                          -----------  -----------  -----------
  Diluted...............................
                                          -----------  -----------  -----------
WEIGHTED AVERAGE SHARES OUTSTANDING:
  Basic.................................
                                          -----------  -----------  -----------
  Diluted...............................
                                          -----------  -----------  -----------
</TABLE>
 
 
 The accompanying notes are an integral part of these consolidated statements.
 
                                      F-4
<PAGE>
 
                        RADIO ONE, INC. AND SUBSIDIARIES
 
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
              For the Years Ended December 31, 1996, 1997 and 1998
 
<TABLE>
<CAPTION>
                         Common  Common  Common  Additional                    Total
                          Stock   Stock   Stock   Paid-In    Accumulated   Stockholders'
                         Class A Class B Class C  Capital      Deficit        Deficit
                         ------- ------- ------- ----------  ------------  -------------
<S>                      <C>     <C>     <C>     <C>         <C>           <C>
BALANCE, as of December
 31, 1995............... $  --   $  --   $  --   $1,205,000  $(12,599,000) $(11,394,000)
  Net loss..............    --      --      --          --     (3,609,000)   (3,609,000)
                         ------  ------  ------  ----------  ------------  ------------
BALANCE, as of December
 31, 1996...............    --      --      --    1,205,000   (16,208,000)  (15,003,000)
  Net loss..............    --      --      --          --     (4,944,000)   (4,944,000)
  Effect of conversion
   to C corporation.....    --      --      --   (1,205,000)    1,205,000           --
  Preferred stock
   dividends............    --      --      --          --     (2,037,000)   (2,037,000)
                         ------  ------  ------  ----------  ------------  ------------
BALANCE, as of December
 31, 1997...............    --      --      --          --    (21,984,000)  (21,984,000)
  Net income............    --      --      --          --        841,000       841,000
  Preferred stock
   dividends............    --      --      --          --     (3,716,000)   (3,716,000)
                         ------  ------  ------  ----------  ------------  ------------
BALANCE, as of December
 31, 1998............... $  --   $  --   $  --   $      --   $(24,859,000) $(24,859,000)
                         ======  ======  ======  ==========  ============  ============
</TABLE>
 
 
 
 
 The accompanying notes are an integral part of these consolidated statements.
 
                                      F-5
<PAGE>
 
                        RADIO ONE, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the Years Ended December 31, 1996, 1997 and 1998
 
<TABLE>
<CAPTION>
                                          1996          1997          1998
                                       -----------  ------------  ------------
<S>                                    <C>          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income................... $(3,609,000) $ (4,944,000) $    841,000
  Adjustments to reconcile net (loss)
   income to net cash
   from operating activities:
    Depreciation and amortization.....   4,262,000     5,828,000     8,445,000
    Amortization of debt financing
     costs, unamortized
     discount and deferred interest...   3,005,000     3,270,000     4,110,000
    Loss on disposals.................     153,000           --            --
    Loss on extinguishment of debt....         --      1,985,000           --
    Deferred income taxes and
     reduction in valuation
     reserve on deferred taxes........         --            --     (2,038,000)
    Effect of change in operating
     assets and liabilities--
      Trade accounts receivable.......    (656,000)   (2,302,000)   (1,933,000)
      Prepaid expenses and other......     114,000      (198,000)       (4,000)
      Other assets....................     (71,000)     (147,000)   (1,391,000)
      Accounts payable................    (818,000)     (131,000)      830,000
      Accrued expenses................     234,000     1,576,000       296,000
      Income tax payable..............         --            --        143,000
                                       -----------  ------------  ------------
        Net cash flows from operating
         activities...................   2,614,000     4,937,000     9,299,000
                                       -----------  ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment..    (252,000)   (2,035,000)   (2,236,000)
  Proceeds from disposal of property
   and equipment......................         --            --        150,000
  Deposits and payments for station
   purchases..........................  (1,000,000)  (21,164,000)  (59,085,000)
                                       -----------  ------------  ------------
        Net cash flows from investing
         activities...................  (1,252,000)  (23,199,000)  (61,171,000)
                                       -----------  ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of debt...................  (2,408,000)  (45,599,000)     (485,000)
  Proceeds from new debt..............      51,000    72,750,000    49,350,000
  Deferred debt financing costs.......         --     (2,148,000)   (1,038,000)
  Financed equipment purchases........         --         51,000           --
                                       -----------  ------------  ------------
        Net cash flows from financing
         activities...................  (2,357,000)   25,054,000    47,827,000
                                       -----------  ------------  ------------
(DECREASE) INCREASE IN CASH AND CASH
 EQUIVALENTS..........................    (995,000)    6,792,000    (4,045,000)
CASH AND CASH EQUIVALENTS, beginning
 of year..............................   2,703,000     1,708,000     8,500,000
                                       -----------  ------------  ------------
CASH AND CASH EQUIVALENTS, end of
 year................................. $ 1,708,000  $  8,500,000  $  4,455,000
                                       ===========  ============  ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION:
  Cash paid for--
    Interest.......................... $ 4,815,000  $  4,413,000  $  7,192,000
                                       ===========  ============  ============
    Income taxes...................... $    50,000  $        --   $    338,000
                                       ===========  ============  ============
</TABLE>
 
 The accompanying notes are an integral part of these consolidated statements.
 
                                      F-6
<PAGE>
 
                        RADIO ONE, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1996, 1997 and 1998
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
 Organization and Business
 
   Radio One, Inc. (a Delaware corporation referred to as Radio One) and its
subsidiaries, Radio One Licenses, Inc. and WYCB Acquisition Corporation
(Delaware corporations), Broadcast Holdings, Inc. (a Washington, D.C.
corporation), Bell Broadcasting Company (a Michigan corporation), Radio One of
Detroit, Inc., Allur-Detroit, Inc. and Allur Licenses, Inc. (Delaware
corporations) (collectively referred to as the Company) were organized to
acquire, operate and maintain radio broadcasting stations. The Company owns and
operates radio stations in Washington, D.C.; Baltimore, Maryland; Philadelphia,
Pennsylvania; Detroit, Michigan; and Kingsley, Michigan markets. The Company is
highly leveraged, which requires substantial semi-annual and other periodic
interest payments and may impair the Company's ability to obtain additional
working capital financing. The Company's operating results are significantly
affected by its share of the audience in markets where it has stations.
 
   Radio One intends to offer Common A shares to the public in an initial
public offering (IPO). The proceeds of the IPO will be used to repay certain
outstanding debt, to finance pending and future acquisitions and for other
general corporate purposes. Concurrent with the IPO, Radio One intends to issue
$50,000,000 of Series C Preferred Stock and use the proceeds to redeem all of
the existing Senior Cumulative Redeemable Preferred Stock, to retire debt or to
finance pending and future acquisitions.
 
 Basis of Presentation
 
   The accompanying consolidated financial statements include the accounts of
Radio One, Inc. and its wholly owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation. The
accompanying consolidated financial statements are presented on the accrual
basis of accounting in accordance with generally accepted accounting
principles. 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 as of the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
 
 Acquisitions
 
   On December 28, 1998, Radio One purchased all of the outstanding stock of
Allur-Detroit, Inc. (Allur), which owned one radio station in Detroit,
Michigan, for approximately $26.5 million. Radio One financed this acquisition
through a combination of cash and $24.0 million borrowed under the Company's
line of credit. The acquisition of Allur resulted in the recording of
approximately $31.7 million of intangible assets (including the recording of a
deferred tax liability for the difference in book and tax basis in the assets
acquired from the Allur purchase price being in excess of the net book value of
Allur).
 
   On June 30, 1998, Radio One purchased all of the outstanding stock of Bell
Broadcasting Company (Bell), which owned three radio stations in Michigan, for
approximately $34.2 million. Radio One financed this acquisition through a
combination of cash and approximately $25.4 million borrowed under the
Company's line of credit. The acquisition of Bell resulted in the recording of
approximately $42.5 million of intangible assets (including the recording of a
deferred tax liability for the difference in book and tax basis in the assets
acquired from the Bell purchase price being in excess of the net book value of
Bell).
 
   On March 16, 1998, WYCB Acquisition Corporation, an unrestricted subsidiary
of Radio One, acquired all the stock of Broadcast Holdings, Inc. for
$3,750,000. The acquisition was financed with a promissory note for $3,750,000
at 13%, due 2001, which pays quarterly cash interest payments at an annual rate
of 10% through 2001, with the remaining interest being added to the principal.
 
                                      F-7
<PAGE>
 
                        RADIO ONE, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                        December 31, 1996, 1997 and 1998
 
 
   On February 8, 1997, under a local marketing agreement with the former
owners of WDRE-FM licensed to Jenkintown, Pennsylvania, Radio One began to
provide programming to and selling advertising for WDRE-FM. On May 19, 1997,
Radio One acquired the broadcast assets of WDRE-FM for approximately
$16,000,000. In connection with the purchase, Radio One entered into a three-
year noncompete agreement totaling $4,000,000 with the former owners. Radio One
financed this purchase with a portion of the proceeds from the issuance of
approximately $85,500,000 of 12% Senior Subordinated Notes due 2004. Following
this acquisition, Radio One converted the call letters of the radio station
from WDRE-FM to WPHI-FM.
 
   The unaudited pro forma summary consolidated results of operations for the
years ended December 31, 1996, 1997 and 1998, assuming the acquisitions of
WPHI-FM, WYCB-AM, Bell Broadcasting and Allur-Detroit had occurred in the
beginning of the fiscal years, are as follows:
 
<TABLE>
<CAPTION>
                                           1996         1997         1998
                                        -----------  -----------  -----------
     <S>                                <C>          <C>          <C>
     Net broadcast revenue............. $33,021,000  $39,475,000  $50,988,000
     Operating expenses, excluding
      depreciation and amortization....  23,650,000   27,077,000   31,435,000
     Depreciation and amortization.....  12,742,000   12,165,000   12,115,000
     Interest expense..................  14,301,000   14,295,000   15,114,000
     Other (expense) income, net.......      16,000      666,000      322,000
     (Benefit) provision for income
      taxes............................  (7,979,000)  (6,360,000)  (4,064,000)
     Extraordinary loss................         --     1,985,000          --
                                        -----------  -----------  -----------
       Net loss........................ $(9,677,000) $(9,021,000) $(3,290,000)
                                        ===========  ===========  ===========
</TABLE>
 
   On November 23, 1998, Radio One signed an agreement to purchase the assets
of a radio station located in the St. Louis area, for approximately $13.6
million. Radio One made a deposit of approximately $700,000 towards the
purchase price. This deposit is included in other assets in the accompanying
consolidated balance sheet as of December 31, 1998.
 
 Cash and Cash Equivalents
 
   Cash and cash equivalents consist of cash and money market accounts at
various commercial banks. All cash equivalents have original maturities of 90
days or less. For cash and cash equivalents, cost approximates market value.
 
 
                                      F-8
<PAGE>
 
                        RADIO ONE, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                        December 31, 1996, 1997 and 1998
 
 Property and Equipment
 
   Property and equipment are recorded at cost and are being depreciated on a
straight-line basis over various periods. The components of the Company's
property and equipment as of December 31, 1997 and 1998, are as follows:
 
<TABLE>
<CAPTION>
                                                                    Period of
                                              1997       1998     Depreciation
                                           ---------- ----------- -------------
   <S>                                     <C>        <C>         <C>
   PROPERTY AND EQUIPMENT:
     Land................................. $  117,000 $   590,000      --
     Building and improvements............    148,000     248,000   31 years
     Transmitter towers...................  2,146,000   2,282,000 7 or 15 years
     Equipment............................  3,651,000   5,609,000 5 to 7 years
     Leasehold improvements...............  1,757,000   2,577,000 Life of Lease
                                           ---------- -----------
                                            7,819,000  11,306,000
     Less: Accumulated depreciation.......  3,387,000   4,589,000
                                           ---------- -----------
       Property and equipment, net........ $4,432,000 $ 6,717,000
                                           ========== ===========
</TABLE>
 
   Depreciation expenses for the fiscal years ended December 31, 1996, 1997 and
1998, were $706,000, $746,000 and $1,202,000, respectively.
 
 Revenue Recognition
 
   In accordance with industry practice, revenue for broadcast advertising is
recognized when the commercial is broadcast.
 
 Barter Arrangements
 
   The Company broadcasts certain customers' advertising in exchange for
equipment, merchandise and services. The estimated fair value of the equipment,
merchandise or services received is recorded as deferred barter costs and the
corresponding obligation to broadcast advertising is recorded as deferred
barter revenue. The deferred barter costs are expensed or capitalized as they
are used, consumed or received. Deferred barter revenue is recognized as the
related advertising is aired.
 
 Financial Instruments
 
   Financial instruments as of December 31, 1997 and 1998, consist of cash and
cash equivalents, trade accounts receivable, accounts payable, accrued
expenses, long-term debt and preferred stock, all of which the carrying amounts
approximate fair value except for the Senior Subordinated Notes as of December
31, 1998, which have a fair value of approximately $84.5 million, as compared
to a carrying value of $78.5 million. The Company has estimated the fair value
of the debt, based on its estimate of what rate it could have issued that debt
as of December 31, 1998.
 
 Comprehensive Income
 
   The Company has adopted SFAS, No. 130, "Reporting Comprehensive Income" and
has determined that the Company does not have any comprehensive adjustments
income for the periods presented.
 
                                      F-9
<PAGE>
 
                        RADIO ONE, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                        December 31, 1996, 1997 and 1998
 
 
 Segment Reporting
 
   The Company has adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" as of December 31, 1998, and has determined
that the Company has only one segment, radio broadcasting. The Company came to
this conclusion because the Company has one product or service, has the same
type of customer and operating strategy in each market, operates in one
regulatory environment, has only one management group that manages the entire
Company and provides information on the Company's results as one segment to the
key decision-maker to make decisions. All of the Company's revenue is derived
from the eastern half of the United States.
 
 Earnings Available for Common Stockholders
 
   The Company has certain senior cumulative redeemable preferred stock
outstanding which pays dividends at 15% per annum (see Note 3). The Company
accretes dividends on this preferred stock, which is payable when the preferred
stock is redeemed. The earnings available for common stockholders for the years
ended December 31, 1997 and 1998, is the net loss or income for each of the
years, less the accreted dividend of $2,037,000 and $3,716,000 during 1997 and
1998, respectively on the preferred stock.
 
 Earnings Per Share
 
   Earnings per share are based on the weighted average number of common and
diluted common equivalent shares for stock options and warrants outstanding
during the period the calculation is made, divided into the earnings available
for common stockholders. Diluted common equivalent shares consist of shares
issuable upon the exercise of stock options and warrants, using the treasury
stock method at the estimated IPO price of $    per share. All warrants
outstanding to acquire common stock as of December 31, 1996, 1997 and 1998,
will be exercised prior to the IPO and have been reflected in the calculation
of earnings per share as if the stock granted from the exercise was outstanding
for all periods presented. The Company also issued stock to an employee
subsequent to year-end at a price below market value. The stock issued has been
reflected in the earnings per share calculation as if it was outstanding for
all periods presented (see Note 8). The weighted average shares outstanding is
calculated as follows:
 
<TABLE>
<CAPTION>
                                                               December 31,
                                                             -----------------
                                                             1996  1997  1998
                                                             ----- ----- -----
   <S>                                                       <C>   <C>   <C>
   Common stock outstanding.................................
   Common stock issued from exercise of warrants............
   Stock issued subsequent to year end......................
                                                             ----- ----- -----
   Weighted average share outstanding for both basis and
    diluted earnings per share..............................
                                                             ===== ===== =====
</TABLE>
 
   The Company effected a      for one stock split, effective           , 1999,
in conjunction with the planned IPO. All share data included in the
accompanying consolidated financial statements and notes thereto are as if the
stock split had occurred prior to the periods presented.
 
   Also, effective           , 1999, the Company converted certain Class A
Common Stock held by the principal stockholders to Class B Common Stock which
will have ten votes per share, as compared to Class A Common Stock which has
one vote per share, and certain of their Class A Common Stock to Class C Common
Stock. Class C Common Stock will have no voting rights except as required by
Delaware law.
 
                                      F-10
<PAGE>
 
                        RADIO ONE, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                        December 31, 1996, 1997 and 1998
 
 
2. INTANGIBLE ASSETS:
 
   Intangible assets are being amortized on a straight-line basis over various
periods. The intangible asset balances and periods of amortization as of
December 31, 1997 and 1998, are as follows:
 
<TABLE>
<CAPTION>
                                                                   Period of
                                            1997         1998     Amortization
                                         ----------- ------------ ------------
   <S>                                   <C>         <C>          <C>
   FCC broadcast license................ $56,179,000 $103,792,000  7-15 Years
   Goodwill.............................   7,609,000   39,272,000   15 Years
   Debt financing.......................   2,147,000    3,186,000 Life of Debt
   Favorable transmitter site and other
    intangibles.........................   1,922,000    1,924,000  6-17 Years
   Noncompete agreement.................   4,900,000    4,000,000   3 Years
                                         ----------- ------------
     Total..............................  72,757,000  152,174,000
     Less: Accumulated amortization.....  17,815,000   24,535,000
                                         ----------- ------------
     Net intangible assets.............. $54,942,000 $127,639,000
                                         =========== ============
</TABLE>
 
   Amortization expense for the fiscal years ended December 31, 1996, 1997 and
1998, was $3,556,000, $5,082,000 and $7,243,000, respectively. The amortization
of the deferred financing cost was charged to interest expense.
 
3. DEBT AND SENIOR CUMULATIVE REDEEMABLE PREFERRED STOCK:
 
   As of December 31, 1997 and 1998, the Company's outstanding debt is as
follows:
 
<TABLE>
<CAPTION>
                                                          1997         1998
                                                       ----------- ------------
   <S>                                                 <C>         <C>
   Senior subordinated notes (net of $10,640,000 and
    $7,020,000 unamortized discounts, respectively)... $74,838,000 $ 78,458,000
   Line of credit.....................................         --    49,350,000
   WYCB note payable and deferred interest............         --     3,841,000
   Other notes payable................................      35,000       23,000
   Capital lease obligations..........................      81,000       67,000
                                                       ----------- ------------
     Total, noncurrent................................ $74,954,000 $131,739,000
                                                       =========== ============
</TABLE>
 
 Senior Subordinated Notes
 
   To finance the WPHI-FM acquisition (as discussed in Note 1) and to refinance
certain other debt, Radio One issued approximately $85,500,000 of 12% Senior
Subordinated Notes due 2004. The notes were sold at a discount, with the net
proceeds to Radio One of approximately $72,750,000. The notes pay cash interest
at 7% per annum through May 15, 2000, and at 12% thereafter. In connection with
this debt offering, Radio One retired approximately $45,600,000 of debt
outstanding under a NationsBank credit agreement with the proceeds from the
offering. Radio One also exchanged approximately $20,900,000 of 15% Senior
Cumulative Redeemable Preferred Stock which must be redeemed by May 2005, for
an equal amount of Radio One's then outstanding subordinated notes and accrued
interest.
 
   The 12% Notes due 2004 are redeemable at any time and from time to time at
the option of the Company, in whole or in part, on or after May 15, 2001 at the
redemption prices set forth in the 12% Notes due 2004, plus accrued and unpaid
interest to the date of redemption. In addition, on or prior to May 15, 2000,
the Company may redeem, at its option, up to 25% of the aggregate original
principal amount of the 12% Notes due 2004 with the net proceeds of one or more
Public Equity Offerings at 112% of the Accreted Value thereof, together with
accrued and unpaid interest, if any, to the date of redemption, as long as at
least approximately $64.1 million of the aggregate principal amount of the 12%
Notes due 2004 remains outstanding after each
 
                                      F-11
<PAGE>
 
                        RADIO ONE, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                        December 31, 1996, 1997 and 1998
 
such redemption. Upon a Change of Control (as defined in the Indenture), the
Company must commence an offer to repurchase the 12% Notes due 2004 at 101% of
the Accreted Value thereof, plus accrued and unpaid interest, if any, to the
date of repurchase.
 
 Lines of Credit
 
   To finance the Bell Broadcasting and Allur-Detroit Acquisitions during 1998,
Radio One borrowed $49,350,000 from Credit Suisse First Boston, New York
Branch, and other financial institutions which is to mature on December 31,
2003. This credit agreement bears interest at the Eurodollar rate plus an
applicable margin. The average interest rate for the year ended December 31,
1998, was 7.58%. This credit agreement is secured by the property of the
Company (other than Unrestricted Subsidiaries), and interest and proceeds of
real estate and Key Man life insurance policies. During 1998, the month-end
weighted average and the highest month-end balances were $28,779,000 and
$49,350,000, respectively.
 
   As of December 31, 1997, Radio One had a $7,500,000 outstanding line of
credit with NationBank. The interest rate was a base rate plus 1.375%. Radio
One's collateral for this line of credit consisted of liens and security
interest in all common and voting securities convertible or exchangeable into
common stock of the Company and substantially all of its assets (other than
WYCB Acquisition). This line of credit was not drawn on as of December 31,
1997. NationsBank was a participating financial institution in the line of
credit above, and this line of credit agreement was terminated when the Company
entered into the line of credit agreement with Credit Suisse First Boston and
one other financial institution, as discussed above.
 
   During 1995, through a revolving credit agreement (the NationsBank Credit
Agreement) with NationsBank of Texas, N.A. and the other lenders who were
parties, Radio One borrowed $53,000,000 which was to mature on March 31, 2002.
The NationsBank Credit Agreement was refinanced on May 19, 1997, as part of the
Senior Subordinated Notes financing discussed above. The NationsBank Credit
Agreement bore interest at the LIBOR 30-day rate, plus an applicable margin.
The average interest rate for the years ending December 31, 1996 and 1997, was
8.25% and 9.28%, respectively. The credit agreement was secured by all property
of the Company (other than unrestricted subsidiaries) and interest and proceeds
of real estate and Key Man life insurance policies.
 
 Senior Cumulative Redeemable Preferred Stock
 
   On May 19, 1997, concurrent with the debt issuance, all of the holders of
Radio One Subordinated Promissory Notes converted all of their existing
subordinated notes consisting of approximately $17,000,000, together with any
and all accrued interest thereon of approximately $3,900,000 and outstanding
warrants, for shares of Senior Cumulative Redeemable Preferred Stock, which
must be redeemed in May 2005, and stock warrants to purchase 147.04 shares of
common stock. The Senior Cumulative Redeemable Preferred Stock can be redeemed
at 100% of its liquidation value, which is the principal and accreted
dividends. The dividends on each share accrues on a daily basis at a rate of
15% per annum. Preferred stock dividends of approximately $2,037,000 and
$3,716,000 were accrued during the years ended December 31, 1997 and 1998,
respectively. If Radio One does not redeem all of the issued and outstanding
preferred shares on the mandatory redemption date or upon the occurrence of an
event of noncompliance, the holders may elect to have the Dividend Rate
increase to 18% per annum. In the event Radio One does not meet any required
performance target relating exclusively to the operation of WPHI-FM, the
Dividend Rate for each preferred share shall be increased to 17% per annum.
 
 Other Notes Payable
 
   During 1996, Radio One entered into two notes totaling $51,000 with
NationsBank to purchase vehicles. These notes bear interest at 8.74% and 8.49%,
require monthly principal and interest payments of $789 and $471 and mature on
April 30, 2000, and December 2, 2000.
 
                                      F-12
<PAGE>
 
                        RADIO ONE, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                        December 31, 1996, 1997 and 1998
 
 
 Refinancing of Debt
 
   During 1997, Radio One retired $45,600,000 of outstanding debt. Associated
with the retirement of the debt, Radio One incurred certain early prepayment
penalties and legal fees, and had to write-off certain deferred financing costs
associated with the debt retired. These costs amounted to $1,985,000 and were
recorded as an extraordinary item in the accompanying statements of operations.
 
4. COMMITMENTS AND CONTINGENCIES:
 
 Leases
 
   Radio One has various operating leases for office space, studio space,
broadcast towers and transmitter facilities which expire on various dates
between May 1999 through October 15, 2003. One of these leases is for office
and studio space in Baltimore, Maryland, and is with a partnership in which two
of the partners are stockholders of the Company (see Note 6).
 
   The following is a schedule of the future minimum rental payments required
under the operating leases that have an initial or remaining noncancelable
lease term in excess of one year as of December 31, 1998.
 
<TABLE>
<CAPTION>
           Year
           ----
     <S>                                                             <C>
        1999........................................................ $1,007,000
        2000........................................................  1,055,000
        2001........................................................  1,075,000
        2002........................................................    838,000
        2003........................................................    830,000
        Thereafter..................................................  4,578,000
</TABLE>
 
   Total rent expense for the years ended December 31, 1996, 1997 and 1998, was
$777,000, $809,000 and $888,000, respectively.
 
 FCC Broadcast Licenses
 
   Each of the Company's radio stations operates pursuant to one or more
licenses issued by the Federal Communications Commission (FCC) that have a
maximum term of eight years prior to renewal. The Company's radio operating
licenses expire at various times from October 1, 2003, to August 1, 2006.
Although the Company may apply to renew its FCC licenses, third parties may
challenge the Company's renewal applications. The Company is not aware of any
facts or circumstances that would prevent the Company from having its current
licenses renewed.
 
 Litigation
 
   The Company has been named as a defendant in several legal actions occurring
in the ordinary course of business. It is management's opinion, after
consultation with its legal counsel, the outcome of these claims will not have
a material adverse effect on the Company's financial position or results of
operations.
 
5. INCOME TAXES:
 
   Effective January 1, 1996, Radio One elected to be treated as an S
Corporation under Subchapter S of the Internal Revenue Code. As an S
Corporation, the stockholders separately account for their pro-rata share of
Radio One's income, deductions, losses and credits. Effective May 19, 1997, the
Company's S Corporation status was terminated.
 
 
                                      F-13
<PAGE>
 
                        RADIO ONE, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                        December 31, 1996, 1997 and 1998
 
   In connection with the conversion to a C corporation, in accordance with SEC
Staff Accounting Bulletin 4.B, Radio One transferred the amount of the
undistributed losses up to the amount of additional paid-in capital at the date
of conversion to additional paid-in capital.
 
   The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS
109). Under SFAS 109, deferred income taxes reflect the impact of temporary
differences between the assets and liabilities recognized for financial
reporting purposes and amounts recognized for tax purposes. Deferred taxes are
based on tax laws as currently enacted.
 
   During 1998, the Company acquired the stock of three companies. Associated
with these stock purchases, the Company allocated the purchase price to the
related assets acquired, with the excess purchase price allocated to goodwill.
In a stock purchase, for income tax purposes, the underlying assets of the
acquired companies retain their historical tax basis. Accordingly, the Company
recorded a deferred tax liability of approximately $16,863,000 related to the
difference between the book and tax basis for all of the assets acquired
(excluding goodwill). The result of recording this deferred tax liability is
reflected as additional goodwill of $16,863,000 related to these acquisitions.
 
   A reconciliation of the statutory federal income taxes to the recorded
income tax provision for the years ended December 31, 1996, 1997 and 1998, is
as follows:
 
<TABLE>
<CAPTION>
                                           1996         1997         1998
                                        -----------  -----------  -----------
   <S>                                  <C>          <C>          <C>
   Statutory tax (@ 35% rate).......... $(1,263,000) $(1,730,000) $  (257,000)
   Effect of state taxes, net of
    federal............................    (217,000)    (245,000)     (29,000)
   Establishment of S corporation loss
    to its stockholders................   1,480,000      984,000          --
   Effect of net deferred tax asset in
    conversion to
    C corporation......................         --    (1,067,000)         --
   Nondeductible goodwill..............         --           --       769,000
   Valuation reserve...................         --     2,058,000   (2,058,000)
                                        -----------  -----------  -----------
     Benefit for income taxes.......... $       --   $       --   $(1,575,000)
                                        ===========  ===========  ===========
</TABLE>
 
   The components of the provision for income taxes for the years ended
December 31, 1997 and 1998, are as follows:
 
<TABLE>
<CAPTION>
                                                        1997         1998
                                                     -----------  -----------
   <S>                                               <C>          <C>
   Current.......................................... $       --   $   463,000
   Deferred.........................................    (991,000)      20,000
   Establishment of net deferred tax asset in
    conversion to C corporation.....................  (1,067,000)         --
   Valuation reserve................................   2,058,000   (2,058,000)
                                                     -----------  -----------
     Benefit for income taxes....................... $       --   $(1,575,000)
                                                     ===========  ===========
</TABLE>
 
 
                                      F-14
<PAGE>
 
                        RADIO ONE, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                        December 31, 1996, 1997 and 1998
 
   Deferred income taxes reflect the net tax effect of temporary differences
between the financial statement and tax basis of assets and liabilities. The
significant components of the Company's deferred tax assets and liabilities as
of December 31, 1997 and 1998, are as follows:
 
<TABLE>
<CAPTION>
                                                         1997          1998
                                                      -----------  ------------
   <S>                                                <C>          <C>
   Deferred tax assets--
     FCC and other intangibles amortization.......... $   246,000  $  1,152,000
     Reserve for bad debts...........................     353,000       473,000
     NOL carryforward................................   1,746,000       400,000
     Accruals........................................         --        268,000
     Barter activity.................................         --         85,000
     Interest expense................................         --        479,000
     Other...........................................       2,000        20,000
                                                      -----------  ------------
       Total deferred tax assets.....................   2,347,000     2,877,000
                                                      -----------  ------------
   Deferred tax liabilities--
     FCC license.....................................         --    (16,525,000)
     Depreciation....................................    (279,000)     (539,000)
     Other...........................................     (10,000)     (238,000)
                                                      -----------  ------------
       Total deferred tax liabilities................    (289,000)  (17,302,000)
                                                      -----------  ------------
   Net deferred tax asset (liability)................   2,058,000   (14,425,000)
   Less: Valuation reserve...........................  (2,058,000)          --
                                                      -----------  ------------
   Net deferred taxes included in the accompanying
    consolidated balance sheets...................... $       --   $(14,425,000)
                                                      ===========  ============
</TABLE>
 
   A 100% valuation reserve was applied against the net deferred tax asset as
of December 31, 1997, as its realization was not more likely than not to be
realized. During the year ended December 31, 1998, this valuation allowance was
reversed as the deferred tax assets were likely to be realized.
 
   During 1998, the Company utilized its entire NOL carryforward, but acquired
an approximate $1,200,000 net operating loss from the purchase of Allur-
Detroit, Inc. This net operating loss acquired can only be utilized as Allur-
Detroit, Inc. has taxable income.
 
6. RELATED PARTY TRANSACTIONS:
 
   Radio One leases office space for $8,000 per month from a partnership in
which two of the partners are stockholders of Radio One (Note 4). Total rent
paid to the stockholders for fiscal years 1996, 1997 and 1998, was $96,000,
$96,000 and $96,000, respectively. Radio One also has a net receivable as of
December 31, 1997 and 1998, of approximately $68,000 and $4,000, respectively,
due from Radio One of Atlanta, Inc. (ROA), of which an executive officer and
stockholder of Radio One is a major stockholder of ROA. Effective January 1,
1998 Radio One charged ROA a management fee of $300,000 per year, and prior to
January 1, 1998, the fee was $100,000 per year.
 
   The stockholders of Radio One of Atlanta, Inc. have agreed in principle to
sell their shares of Radio One of Atlanta, Inc. to the Company in exchange for
shares of the Company's Common Stock.
 
   As of December 31, 1998, the Company has a loan outstanding of $380,000, and
accrued interest of $7,000 from an officer. The loan is due May 2003 and bears
interest at 5.6%.
 
                                      F-15
<PAGE>
 
                        RADIO ONE, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                        December 31, 1996, 1997 and 1998
 
 
7. PROFIT SHARING:
 
   Radio One has a 401(k) profit sharing plan for its employees. Radio One can
contribute to the plan at the discretion of its Board of Directors. Radio One
made no contribution to the plan during fiscal year 1996, 1997 or 1998.
 
8. SUBSEQUENT EVENTS:
 
   In January 1999, the Company granted     shares of common stock of the
Company to an officer of the Company. These shares will vest over three years.
The Company recognized compensation expense of approximately $200,000 during
1999, which is the estimated value of the stock on the grant date.
 
   On February 26, 1999, Radio One signed an asset purchase agreement for the
broadcasting assets of two radio stations located in Richmond, Virginia, for
approximately $12,000,000. The Company expects to complete this transaction
during the second quarter of 1999.
 
   On February 10, 1999, Radio One signed an agreement to purchase the assets
of a radio station located in the Richmond, Virginia, area for approximately
$4,600,000. Radio One made a deposit of $200,000 related to this purchase.
 
   In February 1999, Radio One signed a letter of intent to purchase the
broadcasting assets of two radio stations located in Cleveland, Ohio, for
approximately $20,000,000. The Company expects to complete this transaction
during the first half of 1999.
 
   In March 1999, Radio One signed a letter of intent to purchase the
broadcasting assets of four radio stations located in Richmond, Virginia for
approximately $34,000,000. The Company expects to complete this transaction
during the first half of 1999.
 
   In March 1999, the Company adopted a stock option and grant plan which
provides for the issuance of qualified and nonqualified stock options and
grants to full-time key employees. The Plan allows the issuance of common stock
at the discretion of the Company's Board of Directors. There are no options
currently outstanding under this plan.
 
   During 1999, the Company made a $1,000,000 investment in PNE Media Holdings,
LLC, a privately-held outdoor advertising company.
 
   The Company has also signed a nonbinding letter of intent to acquire another
radio station.
 
                                      F-16
<PAGE>
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors of
 Radio One of Atlanta, Inc.:
 
   We have audited the accompanying consolidated balance sheets of Radio One of
Atlanta, Inc. (a Delaware corporation) and subsidiary as of December 31, 1997
and 1998, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1998. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements 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 consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Radio One
of Atlanta, Inc. and subsidiary as of December 31, 1997 and 1998, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1998, in conformity with generally
accepted accounting principles.
 
                                          /s/ Arthur Andersen LLP
 
Baltimore, Maryland,
February 19, 1999
 
                                      F-17
<PAGE>
 
                   RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
                          CONSOLIDATED BALANCE SHEETS
                        As of December 31, 1997 and 1998
 
<TABLE>
<CAPTION>
                                                         1997         1998
                                                      -----------  -----------
<S>                                                   <C>          <C>
                       ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.......................... $ 1,117,000  $ 1,711,000
  Trade accounts receivable, net of allowance for
   doubtful accounts of $112,000 and $312,000........   1,259,000    2,479,000
  Prepaid expenses and other.........................      59,000       82,000
  Due from Mableton..................................      77,000      120,000
  Income tax receivable..............................         --       164,000
                                                      -----------  -----------
    Total current assets.............................   2,512,000    4,556,000
PROPERTY AND EQUIPMENT, net..........................     585,000    1,758,000
INTANGIBLE ASSETS, net...............................  10,994,000   10,867,000
OTHER ASSETS.........................................     112,000       40,000
DEFERRED TAXES.......................................         --        60,000
                                                      -----------  -----------
    Total assets..................................... $14,203,000  $17,281,000
                                                      ===========  ===========
        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable................................... $   108,000  $   276,000
  Accrued expenses...................................     782,000      909,000
  Current portion of long-term debt..................     568,000      327,000
  Due to affiliate...................................      68,000        4,000
                                                      -----------  -----------
    Total current liabilities........................   1,526,000    1,516,000
LONG-TERM DEBT AND DEFERRED INTEREST, net of current
 portion.............................................  13,398,000   15,525,000
                                                      -----------  -----------
    Total liabilities................................  14,924,000   17,041,000
                                                      -----------  -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Common stock, $1 par value, 14,670 shares
   authorized, 10,000 shares issued and outstanding..      10,000       10,000
  Additional paid-in capital.........................     978,000    1,390,000
  Accumulated deficit................................  (1,709,000)  (1,160,000)
                                                      -----------  -----------
    Total stockholders' (deficit) equity.............    (721,000)     240,000
                                                      -----------  -----------
    Total liabilities and stockholders' equity....... $14,203,000  $17,281,000
                                                      ===========  ===========
</TABLE>
 
   The accompanying notes are an integral part of these consolidated balance
                                    sheets.
 
                                      F-18
<PAGE>
 
                   RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Years Ended December 31, 1996, 1997 and 1998
 
<TABLE>
<CAPTION>
                                              1996        1997        1998
                                           ----------  ----------  -----------
<S>                                        <C>         <C>         <C>
REVENUE:
  Broadcast revenue, including barter
   revenue of $112,000, $86,000 and
   $51,000, respectively.................. $4,257,000  $6,525,000  $11,577,000
  Less: Agency commissions................    497,000     794,000    1,437,000
                                           ----------  ----------  -----------
    Net broadcast revenue.................  3,760,000   5,731,000   10,140,000
                                           ----------  ----------  -----------
OPERATING EXPENSES:
  Program and technical...................  1,017,000   1,432,000    1,418,000
  Selling, general and administrative.....  1,426,000   1,994,000    4,111,000
  Corporate expenses......................    241,000     637,000      667,000
  Depreciation and amortization...........    429,000     577,000      896,000
                                           ----------  ----------  -----------
    Total operating expenses..............  3,113,000   4,640,000    7,092,000
                                           ----------  ----------  -----------
    Operating income......................    647,000   1,091,000    3,048,000
INTEREST EXPENSE, including amortization
 of deferred financing costs..............    839,000   1,663,000    2,007,000
OTHER EXPENSES, net.......................        --      111,000       (7,000)
                                           ----------  ----------  -----------
    (Loss) income before provision for
     income taxes.........................   (192,000)   (683,000)   1,048,000
PROVISION FOR INCOME TAXES................        --          --       499,000
                                           ----------  ----------  -----------
    Net (loss) income..................... $ (192,000) $ (683,000) $   549,000
                                           ==========  ==========  ===========
</TABLE>
 
 
 
 The accompanying notes are an integral part of these consolidated statements.
 
                                      F-19
<PAGE>
 
                   RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
              For the Years Ended December 31, 1996, 1997 and 1998
 
<TABLE>
<CAPTION>
                                                                      Total
                                          Additional              Stockholders'
                                  Common   Paid-In   Accumulated    (Deficit)
                                   Stock   Capital     Deficit       Equity
                                  ------- ---------- -----------  -------------
<S>                               <C>     <C>        <C>          <C>
BALANCE, December 31, 1995....... $   --  $      --  $  (834,000)  $  (834,000)
  Net loss.......................     --         --     (192,000)     (192,000)
                                  ------- ---------- -----------   -----------
BALANCE, December 31, 1996.......     --         --   (1,026,000)   (1,026,000)
  Net loss.......................     --         --     (683,000)     (683,000)
  Issuance of stock options below
   market........................     --     264,000         --        264,000
  Tax benefit of issuance of
   stock options below market....     --     106,000         --        106,000
  Allocation for stock issued in
   conjunction with debt.........     --     608,000         --        608,000
  Issuance of common stock.......  10,000        --          --         10,000
                                  ------- ---------- -----------   -----------
BALANCE, December 31, 1997.......  10,000    978,000  (1,709,000)     (721,000)
  Net income.....................     --         --      549,000       549,000
  Issuance of stock options below
   market........................     --     294,000         --        294,000
  Tax benefit of issuance of
   stock options below market....     --     118,000         --        118,000
                                  ------- ---------- -----------   -----------
BALANCE, December 31, 1998....... $10,000 $1,390,000 $(1,160,000)  $   240,000
                                  ======= ========== ===========   ===========
</TABLE>
 
 
 The accompanying notes are an integral part of these consolidated statements.
 
                                      F-20
<PAGE>
 
                   RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the Years Ended December 31, 1996, 1997 and 1998
 
<TABLE>
<CAPTION>
                                               1996        1997        1998
                                             ---------  ----------  ----------
<S>                                          <C>        <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)......................... $(192,000) $ (683,000) $  549,000
  Adjustments to reconcile net income (loss)
   to net cash from operating activities:
    Depreciation and amortization...........   429,000     577,000     896,000
    Amortization of debt financing costs and
     unamortized discount...................   399,000     172,000     630,000
    Compensation expense from stock options
     granted................................       --      264,000     294,000
    Loss on disposals.......................       --      157,000         --
    Deferred tax liability..................       --          --       58,000
    Effect of change in operating assets and
     liabilities--
      Trade accounts receivable.............  (774,000)   (243,000) (1,220,000)
      Prepaid expenses and other............   (16,000)     (4,000)    (23,000)
      Due from Mableton.....................       --      (77,000)    (43,000)
      Income tax receivable.................       --          --     (164,000)
      Other assets..........................       --     (112,000)     72,000
      Accounts payable......................   (22,000)     97,000     168,000
      Accrued expenses......................   423,000     386,000     127,000
      Due to affiliate......................   (19,000)    (10,000)    (64,000)
                                             ---------  ----------  ----------
        Net cash flows from operating
         activities.........................   228,000     524,000   1,280,000
                                             ---------  ----------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment........  (235,000)   (385,000) (1,242,000)
  Acquisition of Dogwood....................       --   (6,792,000)        --
  Acquisition of intangibles................       --          --     (678,000)
                                             ---------  ----------  ----------
        Net cash flows from investing
         activities.........................  (235,000) (7,177,000) (1,920,000)
                                             ---------  ----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from debt issuance...............       --    7,577,000   2,000,000
  Repayment of debt.........................       --          --     (744,000)
  Deferred debt financing costs.............       --      (60,000)    (22,000)
  Issuance of common stock..................       --       10,000         --
                                             ---------  ----------  ----------
        Net cash flows from financing
         activities.........................       --    7,527,000   1,234,000
                                             ---------  ----------  ----------
(DECREASE) INCREASE IN CASH AND
 CASH EQUIVALENTS...........................    (7,000)    874,000     594,000
CASH AND CASH EQUIVALENTS, beginning of
 period.....................................   250,000     243,000   1,117,000
                                             ---------  ----------  ----------
CASH AND CASH EQUIVALENTS, end of period.... $ 243,000  $1,117,000  $1,711,000
                                             =========  ==========  ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION:
  Cash paid for interest.................... $ 441,000  $1,305,000  $1,616,000
                                             =========  ==========  ==========
  Income taxes paid......................... $     --   $      --   $  499,000
                                             =========  ==========  ==========
</TABLE>
 
 The accompanying notes are an integral part of these consolidated statements.
 
                                      F-21
<PAGE>
 
                   RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
 Organization and Business
 
   Radio One of Atlanta, Inc. (the Company) owns and operates a radio station
serving the Atlanta, Georgia, market, and its subsidiary, Dogwood
Communications, Inc. (Dogwood) owns a radio station serving the Atlanta,
Georgia market. The Company started operations in June, 1995. The Company is
highly leveraged, which requires substantial interest payments and may impair
the Company's ability to obtain additional financing. The Company's operating
results are significantly affected by its market share in the Atlanta, Georgia
market.
 
 Basis of Presentation
 
   The accompanying consolidated financial statements include the accounts of
the Company and its subsidiary, Dogwood (see Note 2). All significant
intercompany accounts and transactions have been eliminated in consolidation.
The accompanying consolidated financial statements are presented on the accrual
basis of accounting in accordance with generally accepted accounting
principles. 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 as of the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
 
 Cash and Cash Equivalents
 
   Cash and cash equivalents consist of cash and money market accounts at
various commercial banks. All cash equivalents have original maturities of 90
days or less. For cash and cash equivalents, cost approximates market value.
 
 Property and Equipment
 
   Property and equipment are recorded at cost and are being depreciated on a
straight-line basis over various periods. The components of the Company's
property and equipment as of December 31, 1997 and 1998, are as follows:
 
<TABLE>
<CAPTION>
                                                  December 31,
                                               -------------------   Period of
                                                 1997      1998    Depreciation
                                               -------- ---------- -------------
   <S>                                         <C>      <C>        <C>
   PROPERTY AND EQUIPMENT:
     Transmitter towers....................... $335,000 $  493,000    7 Years
     Equipment................................  364,000    967,000 5 to 7 Years
     Leasehold improvements...................   14,000     14,000 Life of Lease
     Furniture and fixtures...................      --     185,000 5 to 7 Years
     Construction in progress.................      --     296,000
                                               -------- ----------
                                                713,000  1,955,000
     Less: Accumulated depreciation...........  128,000    197,000
                                               -------- ----------
       Property and equipment, net............ $585,000 $1,758,000
                                               ======== ==========
</TABLE>
 
   Depreciation expense for the fiscal years ended December 31, 1996, 1997 and
1998, was $38,000, $64,000 and $69,000, respectively.
 
 
                                      F-22
<PAGE>
 
                   RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 Organizational Costs
 
   As of December 31, 1998, Dogwood had $24,000 of unamortized organization
costs. In April 1998, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of Position
98-5 (the "SOP") regarding financial reporting on the costs of start-up
activities. Under the SOP, organizational costs are considered start-up costs
and, commencing with fiscal years beginning after December 15, 1998, entities
are required to expense such costs as they are incurred. The Company decided to
expense the unamortized organizational costs as of December 31, 1998.
 
 Revenue Recognition
 
   In accordance with industry practice, revenue for commercial broadcasting
advertisements is recognized when the commercial is broadcast.
 
 Barter Arrangements
 
   Certain program contracts provide for the exchange of advertising air time
in lieu of cash payments for the rights to such programming. These contracts
are recorded as the programs are aired at the estimated fair value of the
advertising air time given in exchange for the program rights.
 
   The Company broadcasts certain customers' advertising in exchange for
equipment, merchandise and services. The estimated fair value of the equipment,
merchandise or services received is recorded as deferred barter costs and the
corresponding obligation to broadcast advertising is recorded as deferred
barter revenue. The deferred barter costs are expensed or capitalized as they
are used or received. Deferred barter revenue is recognized as the related
advertising is aired.
 
 Financial Instruments
 
   Financial instruments as of December 31, 1997 and 1998, consist of cash and
cash equivalents, trade accounts receivable, accounts payable, accrued
expenses, and long-term debt, all of which the carrying amounts approximate
fair value.
 
 Reclassifications
 
   Certain reclassifications have been made to the 1997 financial statements in
order to conform with the 1998 presentation.
 
 Comprehensive Income
 
   The Company has adopted SFAS, No. 130, "Reporting Comprehensive Income." The
Company does not have any comprehensive income adjustments.
 
 Segment Reporting
 
   The Company has adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" as of December 31, 1998, and has determined
the Company has only one segment, radio broadcasting.
 
 
                                      F-23
<PAGE>
 
                   RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
2. DOGWOOD COMMUNICATIONS, INC.:
 
   In April 1997, the Company's founder and stockholder transferred his 33 1/3%
ownership interest in Dogwood to the Company in return for the Company assuming
responsibility for certain liabilities of Dogwood. Concurrent with the transfer
of ownership, the Company contributed approximately $6 million to Dogwood to
retire Dogwood's outstanding debt. This stockholder also assigned to the
Company his option to purchase the portion of Dogwood owned by others. The
Company exercised the option to purchase up to 80% of Dogwood during 1998, for
$100,000. The Company intends to exercise its option to purchase the remaining
20% for $3.5 million during 1999.
 
   The Company owns 33 1/3% of Dogwood, it has the ability to acquire an
additional 46 2/3% for $100,000, it has 45 1/2% of the voting control of
Dogwood, and it programs the station owned by Dogwood through a local marketing
agreement (LMA). During the years ended December 31, 1997 and 1998, Dogwood's
primary activity was an LMA of the station to the Company (the station went on
the air on December 16, 1997). As the Company controls Dogwood's operations,
Dogwood has been consolidated with the Company in the accompanying financial
statements.
 
3. INTANGIBLE ASSETS:
 
   Intangible assets are being amortized on a straight-line basis over various
periods. The intangible asset balances and periods of amortization as of
December 31, 1997 and 1998, are as follows:
 
<TABLE>
<CAPTION>
                                                 December 31,
                                            -----------------------  Period of
                                               1997        1998     Amortization
                                            ----------- ----------- ------------
   <S>                                      <C>         <C>         <C>
   Debt financing costs.................... $   313,000 $   335,000 Life of debt
   FCC broadcast license and other.........  11,602,000  12,280,000   15 Years
   Organizational costs....................     203,000         --    5 Years
                                            ----------- -----------
     Total.................................  12,118,000  12,615,000
   Less: Accumulated amortization..........   1,124,000   1,748,000
                                            ----------- -----------
     Net intangible assets................. $10,994,000 $10,867,000
                                            =========== ===========
</TABLE>
 
   Amortization expense for the years ended December 31, 1996, 1997 and 1998,
was $391,000, $513,000 and $827,000, respectively. The amortization of the debt
financing costs was charged to interest expense.
 
 
                                      F-24
<PAGE>
 
                   RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
4. LONG-TERM DEBT:
 
   The Company is obligated under a long-term senior note and various
subordinated notes payable as follows:
 
<TABLE>
<CAPTION>
                                                             December 31,
                                                        -----------------------
                                                           1997        1998
                                                        ----------- -----------
   <S>                                                  <C>         <C>
   Allied Investment Corporation and its affiliates
    (senior)........................................... $10,000,000 $12,000,000
   Alta Subordinated Debt Partners III, L.P. (net of
    $508,000 and $360,000 of unamortized discount
    allocated to stock issuance).......................   1,069,000   1,217,000
   Syncom Capital Corporation (subordinate)............   1,000,000   1,000,000
   Shareholder (subordinate)...........................   1,000,000     960,000
   Design Media, Inc. (subordinate)....................     235,000         --
   Accrued interest on senior and subordinated notes...     662,000     675,000
                                                        ----------- -----------
     Total.............................................  13,966,000  15,852,000
   Less: Current portion of long-term debt.............     568,000     327,000
                                                        ----------- -----------
     Total............................................. $13,398,000 $15,525,000
                                                        =========== ===========
</TABLE>
 
 Allied Investment Corporation Debt
 
   The start-up of the Company was partially financed through a $4,000,000
long-term debt agreement with Allied Investment Corporation and certain of its
affiliates (collectively Allied). The loan bore interest at 14%. Terms of the
note required only partial interest payments until January 1, 1997.
 
   In April 1997, the Company renegotiated the prior Allied debt. In connection
with that renegotiation, Allied amended and restated the prior Allied debt to
provide the Company and Dogwood (see Note 2) to become co-borrowers with
respect to the $4,000,000 debt and to jointly borrow an additional $6,000,000.
In connection with this amended and restated loan, new senior secured
debentures totaling $10,000,000 were issued jointly by the Company and Dogwood,
whereby the Company will carry the debt on its books and Dogwood will act as
the guarantor. The agreements have an interest rate that ranges from 12.5% to
13.5% and matures on March 1, 2001. Interest only payments are due monthly
until May 1, 1999. Subsequent to that date, monthly principal and interest
payments are due. Also, as part of the renegotiation, the Company signed notes
for interest that had accrued but was unpaid as of December 31, 1996, on the
prior Allied debt.
 
   In September 1998, the Company borrowed an additional $2,000,000 from
Allied. This debt has an interest rate ranging from 12.5% to 13.5%, and
principal and interest payments are due monthly until the debt matures on March
1, 2001.
 
   In April 1997, the Company also amended and restated its Security Agreement
with Allied which grants them a security interest in all of the Company's
collateral, which includes all tangible and intangible property, all the issued
and outstanding stock of the Company, and the Company's rights and interest in
Dogwood.
 
   The prior Allied debt was issued with detachable warrants that granted
Allied the right to acquire an equity interest in the Company. The warrants
have an aggregate exercise price of $100 per share. During 1997, the warrants
were exercised and the Company issued Allied 1,430 shares of common stock.
 
 Subordinated Notes
 
   In April 1997, the Company also entered into a $1,577,000 Senior Secured
Subordinated Promissory Note with Alta Subordinated Debt Partners III, L.P. The
note has an interest rate of 11%, and the unpaid principal
 
                                      F-25
<PAGE>
 
                   RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
and accrued interest on the note is due on April 1, 2001. The Company also
issued 1,500 shares of common stock in connection with the note. The Company
allocated the proceeds between debt and additional paid-in capital, based on
the pro-rata value of the debt and the common stock. As such, $969,000 was
assigned to the debt and $608,000 was assigned to the value of the common
stock. The value assigned to the common stock was recorded as an increase in
additional paid-in capital. The value assigned to the debt was less than the
face value, and such discount will be amortized over the life of the related
debt using the effective interest method.
 
   The Syndicated Communications Venture Partners II, L.P. (Syncom) debt bears
an interest rate of 11% on the original principal balance of $1,000,000. In
April 1997, the Company amended the subordinated note with Syncom. Under the
new terms of the agreement, interest accrues and is added to the principal
balance, except that beginning with the period of June 20, 1998, the Company is
required to make $18,958 monthly payments. Unpaid principal and accrued
interest is due April 1, 2001.
 
   During 1995, the Syncom note was issued with detachable stock warrants
allowing Syncom to purchase 2,400 shares of the Company for a purchase price of
$100. During 1997, the warrants were exercised and the Company issued Syncom
2,400 shares of common stock.
 
   This note is also secured by a security agreement for the property and
equipment of the Company.
 
   The Company has a note payable to its shareholder of $1,000,000, which bears
interest at 8%. Interest only payments were made monthly until July 1, 1998. At
that time, monthly principal and interest payments of $12,133 began. Unpaid
principal is due June 20, 2002.
 
   The Design Media, Inc.'s note of $235,000 bore interest at 8%. Interest only
payments were made monthly until July 1, 1998. During 1998, the note was repaid
in full.
 
   The aggregate maturities of debt as of December 31, 1998, are as follows:
 
<TABLE>
<CAPTION>
     Year                                                               Total
     ----                                                            -----------
     <S>                                                             <C>
     1999........................................................... $   327,000
     2000...........................................................   1,620,000
     2001...........................................................  13,175,000
     2002...........................................................     730,000
                                                                     -----------
       Total........................................................ $15,852,000
                                                                     ===========
</TABLE>
 
5. LEASES:
 
   The Company leases office space which expires in October 2004 and broadcast
towers which expire through December 2009.
 
   The following is a schedule of the future minimum rental payments required
under the operating leases that have an initial or remaining noncancellable
lease term in excess of one year as of December 31, 1998:
 
<TABLE>
<CAPTION>
     Year
     ----
     <S>                                                                <C>
     1999.............................................................. $170,000
     2000..............................................................  163,000
     2001..............................................................  164,000
     2002..............................................................  170,000
     2003..............................................................  170,000
     Thereafter........................................................  259,000
</TABLE>
 
 
 
                                      F-26
<PAGE>
 
                   RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
   Total rent expense for the years ending December 31, 1996, 1997 and 1998,
was $54,000, $57,000 and $93,000, respectively.
 
6. STOCK OPTION PLAN:
 
   During 1997, the Company granted stock options to an officer of the Company
for up to 700 shares of the Company's common stock for $1.00 each. Of the 700
shares, 400 shares vested immediately and were exercised during 1997. The
officer was granted the remaining options after certain performance results
were achieved during 1998. These options granted in 1998 vested immediately. As
the options to acquire 400 shares and 300 shares granted and vested during 1997
and 1998, respectively, were significantly below their estimated fair market
value, the Company recognized compensation expense of $264,000 and $294,000
during 1997 and 1998, respectively. Compensation expense represented the
difference between the estimated fair market value of the stock and the
exercise price. The Company also recognized an income tax benefit of $106,000
and $118,000 during 1997 and 1998, respectively, related to the options, which
has been recorded as additional paid-in capital.
 
7. INCOME TAXES:
 
   Effective March 31, 1997, the Company converted from an S corporation to a C
corporation. At the date of conversion, the Company had no additional paid-in
capital to convert to retained earnings.
 
   The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS
109). Under SFAS 109, deferred income taxes reflect the impact of temporary
differences between the assets and liabilities recognized for financial
reporting purposes and amounts recognized for tax purposes. Deferred taxes are
based on tax laws as currently enacted.
 
   A reconciliation of the statutory federal income taxes to the recorded
income tax provision for the years ended December 31, 1996, 1997 and 1998, is
as follows:
 
<TABLE>
<CAPTION>
                                                   1996      1997       1998
                                                 --------  ---------  --------
   <S>                                           <C>       <C>        <C>
   Statutory tax (@ 35% rate)................... $(67,000) $(239,000) $367,000
   Effect of state taxes, net of federal........   (9,000)   (32,000)   42,000
   Nondeductible amortization...................      --         --    154,000
   Effect of losses while an S corporation......   76,000    264,000       --
   Establish benefit for deferred taxes at C
    corporation
    Conversion..................................      --     (57,000)      --
   Valuation reserve............................      --      64,000   (64,000)
                                                 --------  ---------  --------
     Provision for income taxes................. $    --   $     --   $499,000
                                                 ========  =========  ========
</TABLE>
 
   The components of the provision for income taxes for the years ended
December 31, 1997 and 1998, are as follows:
 
<TABLE>
<CAPTION>
                                                               1997      1998
                                                             --------  --------
     <S>                                                     <C>       <C>
     Current................................................ $    --   $335,000
     Deferred...............................................  (64,000)  228,000
     Valuation reserve......................................   64,000   (64,000)
                                                             --------  --------
       Provision for income taxes........................... $    --   $499,000
                                                             ========  ========
</TABLE>
 
                                      F-27
<PAGE>
 
                   RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
   Deferred income taxes reflect the net tax effect of temporary differences
between the financial statement and tax basis of assets and liabilities. The
significant components of the Company's deferred tax assets and liabilities as
of December 31, 1997 and 1998, are as follows:
 
<TABLE>
<CAPTION>
                                                               1997      1998
                                                             --------  --------
     <S>                                                     <C>       <C>
     Deferred tax assets--
       Reserve for bad debts................................ $ 44,000  $118,000
       NOL carryforward.....................................   79,000       --
                                                             --------  --------
         Total deferred tax assets..........................  123,000   118,000
     Deferred tax liabilities--
       Depreciation and amortization........................  (59,000)  (58,000)
                                                             --------  --------
     Net deferred tax asset.................................   64,000    60,000
     Less: Valuation reserve................................  (64,000)      --
                                                             --------  --------
     Net deferred taxes included in the accompanying
      consolidated balance sheets........................... $    --   $ 60,000
                                                             ========  ========
</TABLE>
 
   A 100% valuation reserve was applied against the net deferred tax asset as
of December 31, 1997, as its realization was not more likely than not to be
realized. During 1998, this valuation allowance was reversed as the deferred
tax assets would likely be realized. During 1998, the Company utilized its
entire net operating loss carryforward.
 
8. RELATED PARTY TRANSACTIONS:
 
   The Company is affiliated with Radio One, Inc., as a stockholder of the
Company is also a stockholder of Radio One, Inc. The Company has a due to
affiliate of $68,000 and $4,000 as of December 31, 1997 and 1998, respectively,
for expenses paid by Radio One, Inc. on behalf of the Company and for
administrative services. During the years ended December 31, 1996, 1997 and
1998, the Company incurred expenses of $100,000, $100,000 and $300,000,
respectively, for administrative services which Radio One, Inc. performed for
the Company.
 
   The Company has $77,000 and $120,000 recorded as a receivable from Mableton
Investment Group (Mableton) as of December 31, 1997 and 1998, respectively.
These balances represent costs incurred by the Company for research and
feasibility studies on behalf of a new radio station to be owned by Mableton, a
company owned by a stockholder of the Company.
 
   The stockholders of the Company have agreed in principle to sell their
shares of the Company to Radio One, Inc. in exchange for shares of Radio One,
Inc.'s Common Stock. A stockholder of the Company will receive a $1.2 million
fee related to this acquisition.
 
   Subsequent to year end, the Company made a $271,000 unsecured loan to an
employee. The loan bears interest at 5.56% and is payable on demand.
 
9. PROFIT SHARING:
 
   The Company's employees participate in a 401K profit sharing plan sponsored
by Radio One, Inc., an affiliate of the Company (see Note 8). The Company's
contribution is at the direction of its Board of Directors. The Company made no
contributions to the plan during fiscal years 1996, 1997 or 1998.
 
 
                                      F-28
<PAGE>
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors of
 Radio One, Inc.:
 
   We have audited the accompanying balance sheet of Bell Broadcasting Company
(a Michigan Corporation) (the Company) as of December 31, 1997, and the related
statements of operations, changes in stockholders' equity and cash flows for
the years ended December 31, 1996 and 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements 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 Bell Broadcasting Company
as of December 31, 1997, and the results of its operations and its cash flows
for the years ended December 31, 1996 and 1997, in conformity with generally
accepted accounting principles.
 
                                        /s/ ARTHUR ANDERSEN LLP
 
Baltimore, Maryland,
August 28, 1998
 
                                      F-29
<PAGE>
 
                           BELL BROADCASTING COMPANY
 
                                 BALANCE SHEETS
                   As of December 31, 1997 and June 30, 1998
 
<TABLE>
<CAPTION>
                                                       December 31,  June 30,
                                                           1997        1998
                                                       ------------ -----------
                                                                    (Unaudited)
<S>                                                    <C>          <C>
                        ASSETS
CURRENT ASSETS:
  Cash................................................  $  226,000  $  186,000
  Trade accounts receivable, net of allowance for
   doubtful accounts of $28,000 and $69,000,
   respectively.......................................     951,000     918,000
  Current portion of notes receivable.................      13,000      14,000
  Prepaid expenses and other..........................      34,000       6,000
                                                        ----------  ----------
    Total current assets..............................   1,224,000   1,124,000
PROPERTY AND EQUIPMENT, net...........................     859,000   1,139,000
NOTES RECEIVABLE, net of current portion..............     491,000     184,000
OTHER ASSETS..........................................      38,000      20,000
                                                        ----------  ----------
    Total assets......................................  $2,612,000  $2,467,000
                                                        ==========  ==========
         LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable....................................  $  251,000  $   92,000
  Accrued expenses....................................     198,000      61,000
  Current portion of long-term debt...................     149,000         --
                                                        ----------  ----------
    Total current liabilities.........................     598,000     153,000
LONG-TERM DEBT, net of current portion................     592,000         --
                                                        ----------  ----------
    Total liabilities.................................   1,190,000     153,000
                                                        ----------  ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Common stock--Class A, $2.00 par value, 800 shares
   authorized, issued and outstanding.................       2,000       2,000
  Common stock--Class B, $2.00 par value, 24,000
   shares authorized,
   20,071 and 20,071 shares issued and outstanding,
   respectively.......................................      40,000      40,000
  Additional paid-in capital..........................     198,000   1,308,000
  Retained earnings...................................   1,182,000     964,000
                                                        ----------  ----------
    Total stockholders' equity........................   1,422,000   2,314,000
                                                        ----------  ----------
    Total liabilities and stockholders' equity........  $2,612,000  $2,467,000
                                                        ==========  ==========
</TABLE>
 
 
      The accompanying notes are an integral part of these balance sheets.
 
                                      F-30
<PAGE>
 
                           BELL BROADCASTING COMPANY
 
                            STATEMENTS OF OPERATIONS
                 For the Years Ended December 31, 1996 and 1997
                and the Six Months Ended June 30, 1997 and 1998
 
<TABLE>
<CAPTION>
                                                            Six Months Ended
                                Year Ended December 31,         June 30,
                                ------------------------ ------------------------
                                   1996         1997        1997         1998
                                -----------  ----------- -----------  -----------
                                                         (Unaudited)  (Unaudited)
<S>                             <C>          <C>         <C>          <C>
REVENUE:
  Broadcast revenue, including
   barter revenue of $121,000,
   $151,000, $14,000 and
   $73,000, respectively......  $ 3,917,000  $ 4,571,000 $1,916,000   $2,326,000
  Less: Agency commissions....      537,000      537,000    229,000      301,000
                                -----------  ----------- ----------   ----------
    Net broadcast revenue.....    3,380,000    4,034,000  1,687,000    2,025,000
                                -----------  ----------- ----------   ----------
OPERATING EXPENSES:
  Programming and technical...    1,154,000    1,335,000    723,000      675,000
  Selling, general and
   administrative.............    1,520,000    1,544,000    715,000      748,000
  Corporate expenses..........      849,000      816,000    301,000      663,000
  Depreciation and
   amortization...............      130,000      148,000     68,000       63,000
                                -----------  ----------- ----------   ----------
    Total operating expenses..    3,653,000    3,843,000  1,807,000    2,149,000
                                -----------  ----------- ----------   ----------
    Operating (loss) income...     (273,000)     191,000   (120,000)    (124,000)
                                -----------  ----------- ----------   ----------
INTEREST EXPENSE..............       75,000       81,000     38,000       52,000
OTHER (INCOME) EXPENSE, net...       (5,000)      54,000     59,000       28,000
                                -----------  ----------- ----------   ----------
    (Loss) income before
     (benefit) provision for
     income taxes.............     (343,000)      56,000   (217,000)    (204,000)
(BENEFIT) PROVISION FOR INCOME
 TAXES........................      (78,000)      44,000   (164,000)      14,000
                                -----------  ----------- ----------   ----------
    Net (loss) income.........  $  (265,000) $    12,000 $  (53,000)  $ (218,000)
                                ===========  =========== ==========   ==========
</TABLE>
 
 
 
        The accompanying notes are an integral part of these statements.
 
                                      F-31
<PAGE>
 
                           BELL BROADCASTING COMPANY
 
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 For the Years Ended December 31, 1996 and 1997
                     and the Six Months Ended June 30, 1998
 
<TABLE>
<CAPTION>
                            Common  Common  Additional                 Total
                             Stock   Stock   Paid-In    Retained   Stockholders'
                            Class A Class B  Capital    Earnings      Equity
                            ------- ------- ---------- ----------  -------------
<S>                         <C>     <C>     <C>        <C>         <C>
BALANCE, January 1, 1996..  $2,000  $39,000 $   98,000 $1,435,000   $1,574,000
  Net loss................     --       --         --    (265,000)    (265,000)
  Stock options granted
   below market...........     --       --       9,000        --         9,000
  Stock bonus
   compensation...........     --       --      16,000        --        16,000
  Issuance of common
   stock..................     --       --       9,000        --         9,000
                            ------  ------- ---------- ----------   ----------
BALANCE, December 31,
 1996.....................   2,000   39,000    132,000  1,170,000    1,343,000
  Net income..............     --       --         --      12,000       12,000
  Stock options granted
   below market...........     --       --      17,000        --        17,000
  Stock bonus
   compensation...........     --     1,000     32,000        --        33,000
  Issuance of common
   stock..................     --       --      17,000        --        17,000
                            ------  ------- ---------- ----------   ----------
BALANCE, December 31,
 1997.....................   2,000   40,000    198,000  1,182,000    1,422,000
  Net loss................     --       --         --    (218,000)    (218,000)
  Capital contributed from
   former owners..........     --       --     672,000        --       672,000
  Capital contributed from
   owners.................     --       --     438,000        --       438,000
                            ------  ------- ---------- ----------   ----------
BALANCE, June 30, 1998
 (Unaudited)..............  $2,000  $40,000 $1,308,000 $  964,000   $2,314,000
                            ======  ======= ========== ==========   ==========
</TABLE>
 
 
        The accompanying notes are an integral part of these statements.
 
                                      F-32
<PAGE>
 
                           BELL BROADCASTING COMPANY
 
                            STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 1996 and 1997
                and the Six Months Ended June 30, 1997 and 1998
 
<TABLE>
<CAPTION>
                                     December 31,              June 30,
                                  --------------------  -----------------------
                                    1996       1997        1997        1998
                                  ---------  ---------  ----------- -----------
                                                        (Unaudited) (Unaudited)
<S>                               <C>        <C>        <C>         <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net (loss) income.............. $(265,000) $  12,000   $ (53,000)  $(218,000)
  Adjustments to reconcile net
   (loss) income to net cash from
   operating activities:
    Depreciation and
     amortization................   130,000    148,000      68,000      63,000
    Compensation expense related
     to stock bonus plan and
     stock granted below market
     price.......................    25,000     50,000         --          --
    Loss on disposal of assets...       --      (8,000)     (8,000)        --
    Effect of change in operating
     assets and liabilities--
      Trade accounts receivable..   190,000   (156,000)    (35,000)     33,000
      Prepaid expenses and
       other.....................  (101,000)   119,000      19,000      19,000
      Other assets...............    (1,000)   (17,000)        --       18,000
      Accounts payable...........    56,000    (94,000)   (108,000)   (159,000)
      Accrued expenses...........  (125,000)    41,000     (68,000)   (137,000)
                                  ---------  ---------   ---------   ---------
        Net cash flows from
         operating activities....   (91,000)    95,000    (185,000)   (381,000)
                                  ---------  ---------   ---------   ---------
CASH FLOWS FROM INVESTING
 ACTIVITIES:
  Proceeds from sale of assets...       --      22,000      22,000         --
  Principal payments received on
   notes.........................       --       6,000         --      306,000
  Acquisition of property and
   equipment.....................  (140,000)  (211,000)   (109,000)   (403,000)
                                  ---------  ---------   ---------   ---------
        Net cash flows from
         investing activities....  (140,000)  (183,000)    (87,000)    (97,000)
                                  ---------  ---------   ---------   ---------
CASH FLOWS FROM FINANCING
 ACTIVITIES:
  Proceeds from the issuance of
   debt..........................   739,000    220,000     103,000     438,000
  Repayment of debt..............  (642,000)  (211,000)        --     (438,000)
  Issuance of common stock.......     9,000     17,000         --          --
  Contributed capital............       --         --          --      438,000
                                  ---------  ---------   ---------   ---------
        Net cash flows from
         financing activities....   106,000     26,000     103,000     438,000
                                  ---------  ---------   ---------   ---------
DECREASE IN CASH.................  (125,000)   (62,000)   (169,000)    (40,000)
CASH, beginning of period........   413,000    288,000     288,000     226,000
                                  ---------  ---------   ---------   ---------
CASH, end of period.............. $ 288,000  $ 226,000   $ 119,000   $ 186,000
                                  =========  =========   =========   =========
SUPPLEMENTAL DISCLOSURE OF CASH
 FLOW INFORMATION:
  Interest paid.................. $  73,000  $  81,000   $  38,000   $  55,000
                                  =========  =========   =========   =========
  Income taxes paid.............. $ 117,000  $     --    $     --    $   7,000
                                  =========  =========   =========   =========
</TABLE>
 
        The accompanying notes are an integral part of these statements.
 
                                      F-33
<PAGE>
 
                           BELL BROADCASTING COMPANY
 
                         NOTES TO FINANCIAL STATEMENTS
                           December 31, 1996 and 1997
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
 Organization
 
   Bell Broadcasting Company (the Company), a Michigan corporation, is a radio
broadcaster, broadcasting on two stations, WCHB-AM and WDTJ-FM (formerly WCHB-
FM), both located in the Detroit metropolitan area. During 1996, the Federal
Communications Commission (FCC) approved the construction permit to increase
WCHB-AM's signal from 25 kilowatts to 50 kilowatts. In addition, in September
1997, the Canadian government approved WCHB-AM's proposal for a nighttime
increase to 15 kilowatts, and the FCC granted a construction permit for the
nighttime increase. The Company also owns one station in Kingsley, Michigan,
WJZZ-AM.
 
   The financial statements for the six months ended June 30, 1997 and 1998,
are unaudited, but, in the opinion of management, such financial statements
have been presented on the same basis as the audited financial statements for
the year ended December 31, 1997, and include all adjustments, consisting only
of normal recurring adjustments necessary for a fair presentation of the
financial position and results of operations and cash flows for these periods.
 
 Financial Instruments
 
   Financial instruments as of December 31, 1997, consist of cash, trade
accounts receivables, notes receivables, accounts payable, accrued expenses and
long-term debt, all of which the carrying amounts approximate fair value.
 
 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
disclosures of contingent assets and liabilities as of the date of the
financial statements and the reported amounts of revenue and expenses during
the reporting periods. Actual results could differ from those estimates.
 
 Property and Equipment
 
   Property and equipment are stated at cost. Depreciation is computed using
accelerated and straight-line methods over the estimated useful lives of the
related assets.
 
   The components of the Company's property and equipment as of December 31,
1997, are as follows:
 
<TABLE>
<CAPTION>
                                                     December 31,   Period of
                                                         1997      Depreciation
                                                     ------------ --------------
     <S>                                             <C>          <C>
     Construction in progress.......................  $  122,000        --
     Land...........................................     581,000        --
     Buildings and improvements.....................     149,000  10 to 31 years
     Transmitter towers.............................     754,000  7 to 15 years
     Equipment......................................     555,000  5 to 15 years
     Leasehold improvements.........................      12,000  7 to 19 years
                                                      ----------
       Total property and equipment.................   2,173,000
     Less: Accumulated depreciation.................   1,314,000
                                                      ----------
     Property and equipment, net....................  $  859,000
                                                      ==========
</TABLE>
 
 
                                      F-34
<PAGE>
 
                           BELL BROADCASTING COMPANY
 
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
 
                           December 31, 1996 and 1997
 
   Depreciation expense for the fiscal years ended December 31, 1996 and 1997,
were $120,000 and $141,000, respectively.
 
 Revenue Recognition
 
   In accordance with industry practice, revenue for broadcast advertising is
recognized when the commercial is broadcast.
 
 Barter Arrangements
 
   Certain program contracts provide for the exchange of advertising air time
in lieu of cash payments for the rights to such programming. These contracts
are recorded as the programs are aired at the estimated fair value of the
advertising air time given in exchange for the program rights.
 
   The Company broadcasts certain customers' advertising in exchange for
equipment, merchandise and services. The estimated fair value of the equipment,
merchandise or services received is recorded as deferred barter costs and the
corresponding obligation to broadcast advertising is recorded as deferred
barter revenue. The deferred barter costs are expensed or capitalized as they
are used, consumed or received. Deferred barter revenue is recognized as the
related advertising is aired.
 
 Sale of WKNX
 
   In June 1997, the Company sold the assets and rights of WKNX-AM for
approximately $210,000 and recognized a loss of approximately $22,000. In
connection with the sale, the Company obtained a note receivable from the
purchasers of the station. The terms of the sale call for a note receivable
bearing interest at 10% per annum, requiring monthly payments of approximately
$3,000 through June 2007. The note is secured by certain real estate and
personal property and the pledge of the stock of Frankenmuth.
 
 Supplemental Cash Flow Information
 
   The Company issued 200 and 400 shares each of Class B Common Stock to two
former officers of the Company during 1996 and 1997, respectively, at a price
below the stock's estimated fair market value. Compensation expense of $25,000
and $50,000 was recorded in 1996 and 1997, respectively, in connection with the
issuance (Note 6). In June 1997, the Company sold the assets and rights to
WKNX-AM for a note receivable in the amount of $210,000. (Also see Note 7.)
 
 New Accounting Standards
 
   During 1997, the Financial Accounting Standards Board (FASB) issued SFAS No.
130, "Reporting Comprehensive Income" (SFAS No. 130), which is effective for
fiscal years beginning after December 15, 1997. This statement establishes
standards for reporting and display of comprehensive income and its components.
The Company believes the adoption of SFAS No. 130 will have no impact on the
financial statements as the Company has no comprehensive income adjustments.
 
                                      F-35
<PAGE>
 
                           BELL BROADCASTING COMPANY
 
                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 
                          December 31, 1996 and 1997
 
 
   During 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information" (SFAS No. 131), which is effective for
fiscal years beginning after December 15, 1997. This statement establishes a
new approach for determining segments within a company and reporting
information on those segments. The Company has performed a preliminary
assessment of this statement and believes that no disclosure is necessary as
the Company has only one segment.
 
2. NOTES RECEIVABLE--RELATED PARTY:
 
   In 1995, the Company loaned the trust of a deceased shareholder $300,000
and received a note receivable. The note bears interest at the mid-term
applicable federal rate (6.31% and 5.63% as of December 31, 1996 and 1997,
respectively), with principal and interest due December 2000. The principal
and all interest due were paid on June 30, 1998.
 
3. DEBT:
 
   Debt consists of the following:
 
<TABLE>
<CAPTION>
                                                                   December 31,
                                                                       1997
                                                                   ------------
     <S>                                                           <C>
     Note payable to bank, payable in monthly installments of
      $12,000, including interest at 9.35% per annum, secured by
      land, equipment and the Company's AM broadcast license......   $641,000
     Note payable to bank, payable in monthly installments of
      $7,000, including interest at 9.35% per annum, secured by
      land, equipment and the Company's FM broadcast license......     51,000
     Note payable to bank, payable in monthly installments of
      $1,000, including interest at 8.99% per annum, secured by
      vehicles....................................................     40,000
     Note payable in monthly installments of $400, including
      interest at 11% per annum, secured by transportation
      equipment...................................................      9,000
                                                                     --------
       Total......................................................    741,000
       Less: Current portion......................................    149,000
                                                                     --------
       Total long-term debt.......................................   $592,000
                                                                     ========
</TABLE>
 
   This outstanding debt was repaid as of June 30, 1998.
 
4. COMMITMENTS AND CONTINGENCIES:
 
 Leases
 
   During 1996 and 1997, the Company leased the facilities under three
separate operating leases, one of which was with a related party (the former
owners of the Company). The related party lease was on a month-to-month basis
for the FM station building, at a rate of $800 per month. The second lease
covers the FM tower and transmitter space and expires in May 1999, with one
optional renewal of five years. Monthly rent under this lease is currently
$4,000. In addition, the Company leases equipment under two operating leases
expiring in 1999. Monthly rent under the equipment leases is $450.
 
   Rental expense for the years ended December 31, 1996 and 1997, was $70,000
and $60,000, respectively.
 
 
                                     F-36
<PAGE>
 
                           BELL BROADCASTING COMPANY
 
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
 
                           December 31, 1996 and 1997
 
 Litigation
 
   The Company has been named as defendant in various legal proceedings arising
out of the normal course of business. It is the opinion of management, after
consultation with legal counsel, that the amount, if any, of the Company's
ultimate liability under all current legal proceedings will not have a material
adverse effect on the financial position or results of operations of the
Company.
 
5. STOCK OPTION AND BONUS PLANS:
 
   The Company had an Incentive Stock Option Plan (the Stock Option Plan). The
Company granted options to two employees of the Company to purchase up to 200
shares each of Class B Common Stock at a price equal to 50% of the fair market
value of the stock on the exercise date. In 1996, the Stock Option Plan was
extended for two years (January 1, 1996 to December 31, 1997). During 1996 and
1997, the Company granted options under the plan and recognized compensation
expense because the option price was below the estimated market price of the
stock.
 
   The Company also had a Stock Bonus Plan (the Bonus Plan). Under provisions
of the Bonus Plan, the Company could, at its discretion, award two employees of
the Company up to an aggregate of 200 shares each of Class B Common Stock. The
Bonus Plan was extended in 1996 for two years. During 1996, the Company awarded
50 shares to each employee under the Bonus Plan. During 1997, the Company
awarded 100 shares to each employee for services performed. Compensation
expense equal to the fair market value of the Class B Common Stock awarded has
been recorded for 1996 and 1997 to reflect such awards.
 
   Agreements between the Company and three of its former stockholders
generally provide that none of their shares (as specifically defined) may be
sold, transferred or exchanged without the prior written consent of the
Company.
 
   In addition, the agreements specify the rights of the stockholders and the
obligations of the Company in the event of death, termination of employment or
change in control of the Company. The agreements state that if a change in
control of the Company occurs, the employees' right to exercise their options
will cease. If the Company is required to repurchase any of the shares, the
purchase price shall be the fair market value of such shares (as specifically
defined). As of June 30, 1998, all options terminated.
 
   The Company accounts for its stock option plans in accordance with
Accounting Principles Board Opinion No. 25. Had compensation cost for the plans
been determined consistent with Statement of Financial Accounting Standards No.
123, "Accounting for Stock Based Compensation," the difference in the Company's
pro forma net income would have been immaterial.
 
 
                                      F-37
<PAGE>
 
                           BELL BROADCASTING COMPANY
 
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
 
                           December 31, 1996 and 1997
 
6. INCOME TAXES:
 
   A reconciliation of the statutory federal income taxes to the recorded
income tax (benefit) provision for the years ended December 31, 1996 and 1997
is as follows:
 
<TABLE>
<CAPTION>
                                                               December 31,
                                                            -------------------
                                                              1996       1997
                                                            ---------  --------
     <S>                                                    <C>        <C>
     Statutory tax (@ 35% rate)............................ $(120,000) $ 19,000
     Effect of state taxes, net of federal.................    16,000     3,000
     Effect of graduated tax rate..........................       --    (12,000)
     Other nondeductible items.............................    23,000    28,000
     Nondeductible compensation expense....................     3,000     6,000
                                                            ---------  --------
       (Benefit) provision for income taxes................ $ (78,000) $ 44,000
                                                            =========  ========
</TABLE>
 
   The components of the (benefit) provision for income taxes for the years
ended December 31, 1996 and 1997 are as follows:
 
<TABLE>
<CAPTION>
                                                               December 31,
                                                             ------------------
                                                               1996      1997
                                                             ---------  -------
     <S>                                                     <C>        <C>
     Current................................................ $(105,000) $20,000
     Deferred...............................................    27,000   24,000
                                                             ---------  -------
     (Benefit) provision for income taxes................... $ (78,000) $44,000
                                                             =========  =======
</TABLE>
 
   Deferred income taxes reflect the net tax effect of temporary differences
between the financial statement and tax basis of assets and liabilities. The
significant components of the Company's deferred tax assets and liability as of
December 31, 1997, are as follows:
 
<TABLE>
<CAPTION>
                                                                    December 31,
                                                                        1997
                                                                    ------------
     <S>                                                            <C>
     Deferred tax assets--
       Reserve for bad debts.......................................   $ 10,000
     Deferred tax liability--
       Other.......................................................    (13,000)
                                                                      --------
     Net deferred tax liability....................................   $ (3,000)
                                                                      ========
</TABLE>
 
7. SALE OF CAPITAL STOCK:
 
   On December 23, 1997, the stockholders of the Company entered into an
Agreement with Radio One, Inc. to sell all of the issued and outstanding shares
of the capital stock of the Company for approximately $34 million. Prior to the
sale, the stockholders of the Company assumed certain debt totaling $771,000
and acquired certain assets of the Company totaling $99,000. The net book value
of the assets acquired and the liabilities assumed prior to the sale was
recorded as a capital contribution from the owners. The sale to Radio One, Inc.
was completed on June 30, 1998.
 
 
                                      F-38
<PAGE>
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Shareholders of
 Allur-Detroit, Inc.:
 
   We have audited the accompanying balance sheet of Allur-Detroit, Inc. (a
wholly owned subsidiary of Syndicated Communications Venture Partners II, LP)
for the year ended December 31, 1997, and the related statements of operations,
changes in stockholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of Allur-Detroit, Inc.'s
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
 
   We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated 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 audit provides 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 Allur-Detroit, Inc. for the
year ended December 31, 1997, and the results of its operations and its cash
flows for the year then ended, in conformity with generally accepted accounting
principles.
 
                                                        /s/ MITCHELL & TITUS LLP
 
Washington, D.C.,
March 25, 1998
 
                                      F-39
<PAGE>
 
                              ALLUR-DETROIT, INC.
 
                                 BALANCE SHEETS
                 As of December 31, 1997 and September 30, 1998
 
<TABLE>
<CAPTION>
                                                     December 31, September 30,
                                                         1997         1998
                                                     ------------ -------------
                                                                   (Unaudited)
<S>                                                  <C>          <C>
                       ASSETS
CURRENT ASSETS:
  Cash..............................................  $   86,000   $  172,000
  Trade accounts receivable, net of allowance of
   $77,000..........................................     410,000      805,000
  Prepaid expenses and other........................      55,000       42,000
                                                      ----------   ----------
    Total current assets............................     551,000    1,019,000
PROPERTY AND EQUIPMENT, net.........................      75,000       82,000
INTANGIBLE ASSETS, net..............................   7,563,000    7,429,000
                                                      ----------   ----------
    Total assets....................................  $8,189,000   $8,530,000
                                                      ==========   ==========
        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable an accrued expenses..............  $  829,000   $1,056,000
                                                      ----------   ----------
NOTES PAYABLE AND DEFERRED INTEREST.................   3,229,000    3,892,000
                                                      ----------   ----------
    Total liabilities...............................   4,058,000    4,948,000
                                                      ----------   ----------
COMMITMENTS
CUMULATIVE REDEEMABLE PREFERRED STOCK,
 $2,000 par value, 1,050 shares authorized, 1,050
 and 975 shares issued and outstanding,
 respectively.......................................   2,100,000    1,950,000
STOCKHOLDERS' EQUITY:
  Common stock, $1.00 par value, 1,000 shares
   authorized and 975 shares issued and
   outstanding......................................       1,000        1,000
  Additional paid-in capital........................   2,463,000    2,463,000
  Accumulated deficit...............................    (433,000)    (832,000)
                                                      ----------   ----------
    Total stockholders' equity......................   2,031,000    1,632,000
                                                      ----------   ----------
    Total liabilities and stockholders' equity......  $8,189,000   $8,530,000
                                                      ==========   ==========
</TABLE>
 
      The accompanying notes are an integral part of these balance sheets.
 
                                      F-40
<PAGE>
 
                              ALLUR-DETROIT, INC.
 
                            STATEMENTS OF OPERATIONS
                      For the Year Ended December 31, 1997
           and for the Nine Months Ended September 30, 1997 and 1998
 
<TABLE>
<CAPTION>
                                                           Nine Months Ended
                                                             September 30,
                                           December 31, ------------------------
                                               1997        1997         1998
                                           ------------ -----------  -----------
                                                        (Unaudited)  (Unaudited)
<S>                                        <C>          <C>          <C>
REVENUE:
  Broadcast revenue.......................  $2,473,000  $1,884,000   $2,509,000
  Less: Agency commissions................     259,000     207,000      379,000
                                            ----------  ----------   ----------
    Net broadcast revenue.................   2,214,000   1,677,000    2,130,000
                                            ----------  ----------   ----------
OPERATING EXPENSES:
  Programming and technical...............     894,000     477,000      592,000
  Selling, general and administrative.....   1,467,000   1,247,000    1,412,000
  Corporate expenses......................      36,000      27,000       27,000
  Depreciation and amortization...........     245,000     183,000      167,000
                                            ----------  ----------   ----------
    Total operating expenses..............   2,642,000   1,934,000    2,198,000
                                            ----------  ----------   ----------
    Operating loss........................    (428,000)   (257,000)     (68,000)
                                            ----------  ----------   ----------
INTEREST EXPENSE..........................     222,000     147,000      281,000
OTHER INCOME (EXPENSE), net...............     217,000     126,000      (50,000)
                                            ----------  ----------   ----------
    Loss before provision for income
     taxes................................    (433,000)   (278,000)    (399,000)
PROVISION FOR INCOME TAXES................         --          --           --
                                            ----------  ----------   ----------
    Net loss..............................  $ (433,000) $ (278,000)  $ (399,000)
                                            ==========  ==========   ==========
</TABLE>
 
 
        The accompanying notes are an integral part of these statements.
 
                                      F-41
<PAGE>
 
                              ALLUR-DETROIT, INC.
 
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                      For the Year Ended December 31, 1997
                and for the Nine Months Ended September 30, 1998
 
<TABLE>
<CAPTION>
                                          Additional                 Total
                                   Common  Paid-In   Accumulated Stockholders'
                                   Stock   Capital     Deficit      Equity
                                   ------ ---------- ----------- -------------
<S>                                <C>    <C>        <C>         <C>
BALANCE, December 31, 1996........ $1,000 $2,463,000  $     --    $2,464,000
  Net loss........................    --         --    (433,000)    (433,000)
                                   ------ ----------  ---------   ----------
BALANCE, December 31, 1997........  1,000  2,463,000   (433,000)   2,031,000
  Net loss........................    --         --    (399,000)    (399,000)
                                   ------ ----------  ---------   ----------
BALANCE, September 30, 1998
 (unaudited)...................... $1,000 $2,463,000  $(832,000)  $1,632,000
                                   ====== ==========  =========   ==========
</TABLE>
 
 
 
        The accompanying notes are an integral part of these statements.
 
                                      F-42
<PAGE>
 
                              ALLUR-DETROIT, INC.
 
                            STATEMENTS OF CASH FLOWS
                      For the Year Ended December 31, 1997
           and for the Nine Months Ended September 30, 1997 and 1998
 
<TABLE>
<CAPTION>
                                                             September 30,
                                          December 31,  ------------------------
                                              1997         1997         1998
                                          ------------  -----------  -----------
                                                        (Unaudited)  (Unaudited)
<S>                                       <C>           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss............................... $  (433,000)  $  (278,000)  $(399,000)
  Adjustments to reconcile net loss to
   net cash from operating activities:
    Depreciation and amortization........     245,000       183,000     167,000
    Effect of change in operating assets
     and liabilities--
      Trade accounts receivable..........      32,000       (95,000)   (395,000)
      Prepaid expenses and other.........     (45,000)      (59,000)     13,000
      Accounts payable and accrued
       expenses..........................    (172,000)      (60,000)    227,000
                                          -----------   -----------   ---------
        Net cash flows from operating
         activities......................    (373,000)     (309,000)   (387,000)
                                          -----------   -----------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment..................     (39,000)          --      (40,000)
                                          -----------   -----------   ---------
        Net cash flows from investing
         activities......................     (39,000)          --      (40,000)
                                          -----------   -----------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Redemption of preferred stock..........         --            --     (150,000)
  Repayment of debt......................  (1,676,000)   (1,257,000)        --
  Proceeds from notes payable............   2,152,000     1,614,000     663,000
                                          -----------   -----------   ---------
        Net cash flows from financing
         activities......................     476,000       357,000     513,000
                                          -----------   -----------   ---------
NET INCREASE IN CASH.....................      64,000        48,000      86,000
CASH, beginning of period................      22,000        22,000      86,000
                                          -----------   -----------   ---------
CASH, end of period...................... $    86,000   $    70,000   $ 172,000
                                          ===========   ===========   =========
SUPPLEMENTAL DISCLOSURE OF NONCASH
 INVESTING AND FINANCING INFORMATION:
  Interest paid.......................... $    81,000   $       --    $     --
                                          ===========   ===========   =========
  Income taxes paid...................... $       --    $       --    $     --
                                          ===========   ===========   =========
</TABLE>
 
        The accompanying notes are an integral part of these statements.
 
                                      F-43
<PAGE>
 
                              ALLUR-DETROIT, INC.
 
                         NOTES TO FINANCIAL STATEMENTS
 
1. ORGANIZATION:
 
   Allur-Detroit, Inc. (the Company) is a subsidiary of Syndicated
Communications Ventures Partners II, LP (SYNCOM II). The Company's sole
activity is to operate WWBR-FM, a radio station that broadcasts from Detroit,
Michigan.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
 Basis of Presentation
 
   The accompanying financial statements are presented on the accrual basis of
accounting in accordance with generally accepted accounting principles. 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 as of the date of the financial statements
and the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.
 
 Interim Financial Statements
 
   The financial statements for the nine months ended September 30, 1997 and
1998, are unaudited but, in the opinion of management, such financial
statements have been presented on the same basis as the audited financial
statements for the year ended December 31, 1997, and include all adjustments,
consisting only of normal recurring adjustments necessary for a fair
presentation of the financial position and results of operations and cash flows
for these periods.
 
 Property and Equipment
 
   Property and equipment are stated at cost. Depreciation is computed using
the straight-line method.
 
   The components of property and equipment as of December 31, 1997 and
September 30, 1998, are as follows:
 
<TABLE>
<CAPTION>
                                       December 31, September 30,  Period of
                                           1997         1998      Depreciation
                                       ------------ ------------- ------------
                                                     (Unaudited)
     <S>                               <C>          <C>           <C>
     Leasehold improvements...........   $  7,000     $  8,000      10 years
     Transmitter equipment............     17,000       17,000      5 years
     Studio and other technical
      equipment.......................     46,000       59,000      7 years
     Office furniture and equipment...     45,000       54,000      5 years
     Automobiles......................        --        17,000      5 years
                                         --------     --------
                                          115,000      155,000
     Less: Accumulated depreciation
      and
      amortization....................     40,000       73,000
                                         --------     --------
     Property and equipment, net......   $ 75,000     $ 82,000
                                         ========     ========
</TABLE>
 
 Intangible Assets
 
   Management periodically reviews its unamortized intangible asset balances to
ensure that those assets have not been impaired in accordance with the
definition of Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived assets and for Long-Lived assets to be
disposed of." As of
 
                                      F-44
<PAGE>
 
                              ALLUR-DETROIT, INC.
 
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
 
September 30, 1998, management has made such evaluations and believes that the
net intangible asset is realizable. In any period which management believes an
impairment has occurred, management will write down the asset in accordance
with this standard.
 
 Revenue Recognition
 
   Revenue for advertising is recognized when the commercial is broadcasted.
 
 Barter Arrangements
 
   Certain program contracts provide for the exchange of advertising air time
in lieu of cash payments for the rights to such programming. These contracts
are recorded as the programs are aired at the estimated fair value of the
advertising air time given in exchange for the program rights.
 
   The Company broadcasts certain customers' advertising in exchange for
equipment, merchandise and services. The estimated fair value of the equipment,
merchandise or services received is recorded as deferred barter costs and the
corresponding obligation to broadcast advertising is recorded as deferred
barter revenue. The deferred barter costs are expensed or capitalized as they
are used, consumed or received. Deferred barter revenue is recognized as the
related advertising is aired.
 
 Financial Instruments
 
   Financial instruments as of December 31, 1997, and September 30, 1998,
consist of cash, trade accounts receivable, accounts payable, accrued expenses,
preferred stock, and notes payable all of which the carrying amounts
approximate fair value.
 
 New Accounting Standards
 
   During 1997, the Financial Accounting Standards Board (FASB) issued SFAS No.
130, "Reporting Comprehensive Income" (SFAS No. 130), which is effective for
fiscal years beginning after December 15, 1997. This statement establishes
standards for reporting and display of comprehensive income and its components.
The Company adopted SFAS No. 130 during the nine months ended September 30,
1998, and has determined that the adoption of this statement has no impact on
the financial statements, as the Company has no comprehensive income
adjustments.
 
   During 1997, the FASB issues SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" (SFAS No. 131), which is effective for
fiscal years beginning after December 15, 1997. This statement establishes a
new approach for determining segments within a company and reporting
information on those segments. The Company adopted this statement during the
nine months ended September 30, 1998 and concluded that it had only one
segment.
 
3. INTANGIBLE ASSETS:
 
   Intangible asset balances and periods of amortization as of December 31,
1997, and September 30, 1998, are as follows:
 
<TABLE>
<CAPTION>
                                        December 31, September 30,  Period of
                                            1997         1998      Amortization
                                        ------------ ------------- ------------
                                                      (Unaudited)
     <S>                                <C>          <C>           <C>
     Goodwill and FCC license..........  $7,768,000   $7,768,000     40 years
     Less: Accumulated amortization....     205,000      339,000
                                         ----------   ----------
                                         $7,563,000   $7,429,000
                                         ==========   ==========
</TABLE>
 
 
                                      F-45
<PAGE>
 
                              ALLUR-DETROIT, INC.
 
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
 
   Depreciation and amortization expense for the year ended December 31, 1997,
and for the nine months ended September 30, 1997 and 1998, was $245,000,
$183,000 and $167,000, respectively.
 
4. RELATED PARTY TRANSACTIONS:
 
 Notes Payable
 
   Notes payable consist of the following:
 
<TABLE>
<CAPTION>
                                                      December 31, September 30,
                                                          1997         1998
                                                      ------------ -------------
                                                                    (Unaudited)
     <S>                                              <C>          <C>
     SYNCOM II--long-term debt--10% annually.........  $1,676,000   $1,676,000
     SYNCOM III--long-term debt--10% annually........   1,362,000    1,362,000
     SYNCOM II--line of credit--8% annually..........     191,000      854,000
                                                       ----------   ----------
       Total.........................................  $3,229,000   $3,892,000
                                                       ==========   ==========
</TABLE>
 
   The debt owed to SYNCOM II and SYNCOM III are due and payable in lump-sum
the earlier of a sale of the license of Allur-Detroit, a sale of substantially
all of the assets of Allur-Detroit, a sale of a controlling interest in the
common stock shares of Allur-Detroit, or at December 31, 1999 (see Note 7). The
debt is secured by the FCC license and assets of the Company.
 
 Management Fee
 
   The Company entered into an agreement with Syncom Management, Inc. whereby
it pays $36,000 per year for accounting services. Syncom Management, Inc. also
provides management and financial services to SYNCOM II, the owner of the
Company.
 
5. COMMITMENTS:
 
 Operating Leases
 
   The Company rents office space and transmittal sites under several operating
leases. These leases expire at various dates through 2002, with most containing
renewal options.
 
   Future minimum rental payments under such noncancellable operating leases as
of September 30, 1998, are as follows:
 
<TABLE>
<CAPTION>
        Year
        ----
     <S>                                                                 <C>
        1998 (remaining)................................................ $37,000
        1999............................................................ 148,000
        2000............................................................ 148,000
        2001............................................................  91,000
        2002............................................................  98,000
</TABLE>
 
                                      F-46
<PAGE>
 
                              ALLUR-DETROIT, INC.
 
                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 
 
6. CUMULATIVE REDEEMABLE PREFERRED STOCK:
 
   On December 4, 1992, the Company issued 1,050 shares of cumulative
redeemable preferred stock to PNC Bank, formerly Continental Bank. The
preferred stock earns cumulative annual dividends of eight percent (8%) of par
value.
 
   Under the terms of the PNC Bank/Allur-Detroit settlement agreement of
December 31, 1996, redemption of the preferred stock shall occur at the date
when: (i) repayment is effected in full of principal and interest on lenders'
new notes, or (ii) at the maturity date of the new notes when the lenders
shall cause the Company to repay, whichever happens first. In such a
situation, all outstanding shares of preferred stock shall be redeemed at a
price equal to the par value, plus an amount equal to both accrued and
undeclared dividends payable from available funds as stipulated in Section 2.2
of the Shareholders Agreement dated December 4, 1992. As of September 30,
1998, circumstances supporting the redemption of the preferred stock did not
occur.
 
   The Company had not declared and has not recorded an accrual for cumulative
preferred stock dividends. At September 30, 1998, cumulative unpaid preferred
dividends amounted to $958,667. Such dividends, if declared, would have been
paid out of cumulative retained earnings of the Company, if any.
 
   On February 20, 1998, the Company paid $150,000, representing a partial
payment toward the required redemption of the preferred stock held by PNC
Bank. From this date hereof, the balance due for payment on the preferred
stock is $1,950,000. Subsequent to September 30, 1998, the $1,950,000 of
preferred stock was redeemed for the face value without the dividend being
declared.
 
7. INCOME TAXES:
 
   The Company accounted for income taxes in accordance with Statement of
Financial Accounting standards No. 109, "Accounting for Income Taxes" (SFAS
109). Under SFAS 109, deferred income taxes reflect the impact of temporary
differences between the assets and liabilities recognized for financial
reporting purposes and amounts recognized for tax purposes. Deferred taxes are
based on tax laws as currently enacted.
 
   A reconciliation of the statutory federal income taxes to the recorded
income tax provision for the year ended December 31, 1997, is as follows:
 
<TABLE>
     <S>                                                             <C>
     Statutory Tax (@ 35% rate)..................................... $(152,000)
     Effect of state taxes, net of federal..........................   (18,000)
     Effect of graduated tax rate...................................     5,000
     Valuation reserve..............................................   165,000
                                                                     ---------
       Provision for income taxes................................... $     --
                                                                     =========
</TABLE>
 
   The components of the provision for income taxes for the years ended
December 31, 1997 are as follows:
 
<TABLE>
     <S>                                                              <C>
     Current......................................................... $     --
     Deferred........................................................  (165,000)
     Valuation reserve...............................................   165,000
                                                                      ---------
       Provision for income taxes.................................... $     --
                                                                      =========
</TABLE>
 
 
                                     F-47
<PAGE>
 
                              ALLUR-DETROIT, INC.
 
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
 
   Deferred income taxes reflect the net tax effect of temporary differences
between the financial statement and tax basis of assets and liabilities. The
significant components of the Company's deferred tax assets and liabilities as
of December 31, 1997, are as follows:
 
<TABLE>
     <S>                                                             <C>
     Deferred tax assets--
       NOL carryforward............................................. $180,000
     Deferred tax liabilities--
       Depreciation.................................................  (15,000)
     Net deferred tax asset-- ......................................  165,000
     Less:Valuation reserve......................................... (165,000)
                                                                     --------
     Deferred taxes included in the accompanying consolidated
      balance sheets................................................ $    --
                                                                     ========
</TABLE>
 
   A 100% valuation reserve has been applied against the net deferred tax
asset, as its realization is not considered to be more likely than not to be
realized.
 
   As of December 31, 1997, there was approximately $400,000 of available net
operating loss carry forwards that expire through 2011.
 
8. SUBSEQUENT EVENTS:
 
   On October 26, 1998, the stockholders of the Company entered into a stock
purchase agreement with Radio One, Inc. to sell all of the issued and
outstanding shares of capital stock of the Company for approximately $27
million. The sale is expected to be completed by December 31, 1998.
 
                                      F-48
<PAGE>
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors and Stockholders of
 Radio One, Inc.:
 
   We have audited the accompanying combined balance sheets of the Richmond
operations of Sinclair Telecable, Inc., consisting of stations WCDX-FM, WPLZ-
FM, WJRV-FM and WGCV-AM (the Stations) as of December 31, 1997 and 1998, and
the related combined statements of operations and changes in station equity and
cash flows for the years then ended. These financial statements are the
responsibility of the Stations' management. Our responsibility is to express an
opinion on these financial statements 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.
 
   The accompanying combined financial statements have been prepared from the
separate records maintained by the Stations and may not be indicative of the
conditions that would have existed or the results of operations had the
Stations been operated as an unaffiliated entity. As discussed in Note 1,
certain corporate overhead and other expenses represent allocations made by the
Stations' parent.
 
   In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of the Richmond
operations of Sinclair Telecable, Inc., consisting of stations WCDX-FM, WPLZ-
FM, WJRV-FM and WGCV-AM as of December 31, 1997 and 1998 and the results of
their operations and their cash flows for the years then ended, in conformity
with generally accepted accounting principles.
 
                                                    /s/ Arthur Andersen LLP
 
Baltimore, Maryland,
March 5, 1999
 
                                      F-49
<PAGE>
 
              THE RICHMOND OPERATIONS OF SINCLAIR TELECABLE, INC.
 
                            COMBINED BALANCE SHEETS
                        As of December 31, 1997 and 1998
 
<TABLE>
<CAPTION>
                                                             1997       1998
                                                          ---------- ----------
<S>                                                       <C>        <C>
                         ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.............................. $   55,000 $  142,000
  Trade accounts receivable, net of allowance for
   doubtful accounts of $39,000 and $50,000,
   respectively..........................................  1,282,000  1,400,000
  Prepaid expenses and other.............................     47,000     31,000
                                                          ---------- ----------
    Total current assets.................................  1,384,000  1,573,000
PROPERTY AND EQUIPMENT, net..............................    922,000  1,202,000
INTANGIBLE ASSETS, net...................................  4,065,000  3,692,000
                                                          ---------- ----------
    Total assets......................................... $6,371,000 $6,467,000
                                                          ========== ==========
             LIABILITIES AND STATION EQUITY
CURRENT LIABILITIES:
  Accounts payable and accrued expenses.................. $  423,000 $  566,000
COMMITMENTS
STATION EQUITY...........................................  5,948,000  5,901,000
                                                          ---------- ----------
    Total liabilities and station equity................. $6,371,000 $6,467,000
                                                          ========== ==========
</TABLE>
 
 
 The accompanying notes are an integral part of these combined balance sheets.
 
                                      F-50
<PAGE>
 
              THE RICHMOND OPERATIONS OF SINCLAIR TELECABLE, INC.
 
        COMBINED STATEMENTS OF OPERATIONS AND CHANGES IN STATION EQUITY
                 For the Years Ended December 31, 1997 and 1998
 
<TABLE>
<CAPTION>
                                                           1997        1998
                                                        ----------  ----------
<S>                                                     <C>         <C>
REVENUE:
  Broadcast revenue, including barter revenue of
   $249,000
   and $304,000, respectively.......................... $8,330,000  $8,509,000
  Less: Agency commissions.............................  1,041,000   1,051,000
                                                        ----------  ----------
    Net broadcast revenue..............................  7,289,000   7,458,000
                                                        ----------  ----------
OPERATING EXPENSES:
  Program and technical................................  1,313,000   1,498,000
  Selling, general and administrative..................  3,025,000   3,170,000
  Corporate allocations................................    311,000     413,000
  Depreciation and amortization........................    569,000     648,000
                                                        ----------  ----------
    Total operating expenses...........................  5,218,000   5,729,000
                                                        ----------  ----------
    Broadcast operating income.........................  2,071,000   1,729,000
                                                        ----------  ----------
    Net income.........................................  2,071,000   1,729,000
STATION EQUITY, beginning of year......................  6,548,000   5,948,000
NET TRANSFER TO PARENT................................. (2,671,000) (1,776,000)
                                                        ----------  ----------
STATION EQUITY, end of year............................ $5,948,000  $5,901,000
                                                        ==========  ==========
</TABLE>
 
 
   The accompanying notes are an integral part of these combined statements.
 
                                      F-51
<PAGE>
 
              THE RICHMOND OPERATIONS OF SINCLAIR TELECABLE, INC.
 
                       COMBINED STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 1997 and 1998
 
<TABLE>
<CAPTION>
                                                         1997         1998
                                                      -----------  -----------
<S>                                                   <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income......................................... $ 2,071,000  $ 1,729,000
  Adjustments to reconcile net income to net cash
   from operating activities--
    Depreciation and amortization....................     569,000      648,000
    Effect of change in operating assets and
     liabilities--
      Trade accounts receivable......................     109,000     (118,000)
      Prepaid expenses and other.....................     (33,000)      16,000
      Accounts payable and accrued expenses..........     (63,000)     143,000
                                                      -----------  -----------
        Net cash flows from operating activities.....   2,653,000    2,418,000
                                                      -----------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment.................     (49,000)    (555,000)
                                                      -----------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net transfer to parent.............................  (2,671,000)  (1,776,000)
                                                      -----------  -----------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS.....     (67,000)      87,000
CASH AND CASH EQUIVALENTS, beginning of year.........     122,000       55,000
                                                      -----------  -----------
CASH AND CASH EQUIVALENTS, end of year............... $    55,000  $   142,000
                                                      ===========  ===========
</TABLE>
 
 
   The accompanying notes are an integral part of these combined statements.
 
                                      F-52
<PAGE>
 
              THE RICHMOND OPERATIONS OF SINCLAIR TELECABLE, INC.
 
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                           December 31, 1997 and 1998
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
 Organization and Business
 
   The radio stations, WCDX-FM, WPLZ-FM, WJRV-FM and WGCV-AM (Stations) are
broadcast in the Richmond area. WCDX-FM, WPLZ-FM and WGCV-AM are owned by
Sinclair Telecable, Inc. (Sinclair). WJRV-FM is owned by Commonwealth
Broadcasting LLC (Commonwealth), a related party. Sinclair owns 25% of
Commonwealth. The remaining 75% of Commonwealth is owned by some of the
shareholders of Sinclair. Commonwealth has been fully consolidated into the
combined financial statements of Sinclair Telecable, Inc. and Affiliates
(combined, Sinclair).
 
   In March 1999, Sinclair entered into a letter of intent with Radio One, Inc.
to sell ultimately all of the tangible and intangible assets of these Richmond
operations for approximately $34 million. Sinclair and Radio One, Inc. intend
to enter into a local marketing agreement under which Radio One, Inc. will
operate these Richmond operations prior to completing its acquisition of these
operations. Accordingly, these combined financial statements of the Richmond
operations include the stations to be purchased by Radio One, Inc. All inter-
station transactions have been eliminated in consolidation.
 
 Basis of Presentation
 
   The accompanying combined financial statements are presented on the accrual
basis of accounting in accordance with generally accepted accounting
principles. 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 as of 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.
 
   The Stations are allocated certain corporate expenses for services provided
by Sinclair based upon the percentage of revenue of each station to total
revenue of all stations operated by Sinclair. Though management is of the
opinion that all allocations used are reasonable and appropriate, other
allocations might be used that could produce results substantially different
from those reflected herein and these cost allocations might not be indicative
of amounts which might be paid to unrelated parties for similar services or if
Stations had been operated on a stand-alone basis.
 
   Sinclair corporate departmental expenses of $311,000 and $413,000 have been
allocated to the Stations during 1997 and 1998, respectively, for management
salaries and benefits, legal services, corporate office, and other
miscellaneous expenses.
 
   The acquisition of station WJRV-FM was partially financed with debt which
was allocated to the Stations. This debt and related accrued interest expense
was eliminated through cash transfers to the parent. Cash transfers in excess
of amounts required to repay debt and secured interest reduces the Stations
equity and is recorded as net transfer to parent.
 
 Cash and Cash Equivalents
 
   Cash and cash equivalents consist of cash and money market accounts at
various commercial banks. All cash equivalents have original maturities of 90
days or less. For cash and cash equivalents, cost approximates market value.
 
 
                                      F-53
<PAGE>
 
              THE RICHMOND OPERATIONS OF SINCLAIR TELECABLE, INC.
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
 
                           December 31, 1997 and 1998
 
 Property and Equipment
 
   Property and equipment are recorded at cost and are being depreciated on a
straight-line basis over various periods. The components of the Stations'
property and equipment as of December 31, 1997 and 1998, are as follows:
 
<TABLE>
<CAPTION>
                                                                   Period of
                                              1997       1998     Depreciation
                                            --------- ---------- --------------
   <S>                                      <C>       <C>        <C>
   PROPERTY AND EQUIPMENT:
     Land.................................. $  57,000 $   57,000       --
     Building and leasehold improvements...   140,000    147,000 31 or 10 years
     Furniture and fixtures................   179,000    241,000 7 or 10 years
     Broadcasting equipment................ 2,145,000  2,611,000  5 to 7 years
     Vehicles..............................    55,000     75,000    5 years
                                            --------- ----------
                                            2,576,000  3,131,000
     Less: Accumulated depreciation........ 1,654,000  1,929,000
                                            --------- ----------
        Property and equipment, net........ $ 922,000 $1,202,000
                                            ========= ==========
</TABLE>
 
   Depreciation expenses for the fiscal years ended December 31, 1997 and 1998,
were $263,000 and $275,000, respectively.
 
 Revenue Recognition
 
   In accordance with industry practice, revenue for broadcast advertising is
recognized when the commercial is broadcast.
 
 Barter Arrangements
 
   Certain program contracts provide for the exchange of advertising air time
in lieu of cash payments for the rights to such programming. These contracts
are recorded as the programs are aired at the estimated fair value of the
advertising air time given in exchange for the program rights.
 
 Financial Instruments
 
   Financial instruments as of December 31, 1997 and 1998, consist of cash and
cash equivalents, trade accounts receivables, accounts payable and accrued
expenses, all of which the carrying amounts approximate fair value except.
 
                                      F-54
<PAGE>
 
              THE RICHMOND OPERATIONS OF SINCLAIR TELECABLE, INC.
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
 
                           December 31, 1997 and 1998
 
 
2. INTANGIBLE ASSETS:
 
   Intangible assets are being amortized on a straight-line basis over various
periods. The intangible asset balances and periods of amortization as of
December 31, 1997 and 1998, are as follows:
 
<TABLE>
<CAPTION>
                                                                     Period of
                                                 1997       1998    Amortization
                                              ---------- ---------- ------------
   <S>                                        <C>        <C>        <C>
   FCC broadcast license..................... $4,489,000 $4,489,000   15 Years
   Goodwill..................................     45,000     45,000   40 Years
   Debt financing............................     27,000     27,000 Life of Debt
   Organizational costs......................     99,000        --    5 Years
                                              ---------- ----------
     Total...................................  4,660,000  4,561,000
     Less: Accumulated amortization..........    595,000    869,000
                                              ---------- ----------
     Net intangible assets................... $4,065,000 $3,692,000
                                              ========== ==========
</TABLE>
 
   Amortization expense for the fiscal years ended December 31, 1997 and 1998,
was $306,000 and $373,000, respectively. During 1998, the Stations wrote off
approximately $69,000 of unamortized start-up costs.
 
3. INCOME TAXES:
 
   As the Stations' parent company is an S corporation, no provision for income
taxes has been included in the accompanying statements of operations.
 
4. COMMITMENTS:
 
   The Stations lease office space for its office and broadcast studios and a
tower site under operating leases which expire through January 1, 2020. Rent
expense for the years ended December 31, 1997 and 1998, was $152,000 and
$154,000, respectively. The future minimum rental payments for the next five
years are as follows:
 
<TABLE>
<CAPTION>
      Year
      ----
      <S>                                                             <C>
      1999........................................................... $  185,000
      2000...........................................................    183,000
      2001...........................................................    189,000
      2002...........................................................    196,000
      2003...........................................................    104,000
      Thereafter.....................................................  1,335,000
</TABLE>
 
5. PROFIT SHARING:
 
   Sinclair Telecable, Inc. has a 401(k) profit sharing plan for its employees.
Sinclair Telecable, Inc. can contribute to the plan at the discretion of its
Board of Directors. Sinclair Telecable, Inc. did not contribute to the plan
during fiscal year 1997 or 1998.
 
                                      F-55
<PAGE>
 
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors and Stockholders of
Radio One, Inc.:
 
We have audited the accompanying combined balance sheet of the stations WKJS-FM
and WSOJ- FM of FM-100 (the Stations) as of December 31, 1998, and the related
combined statements of operations and changes in station deficit and cash flows
for the year then ended. These financial statements are the responsibility of
the Stations' management. Our responsibility is to express an opinion on these
financial statements based on our audit.
 
We conducted our audit 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 audit provides a reasonable basis
for our opinion.
 
The accompanying combined financial statements have been prepared from the
separate records maintained by the Stations and may not be indicative of the
conditions that would have existed or the results of operations had the
Stations been operated as an unaffiliated entity. As discussed in Note 1,
certain corporate overhead and other expenses represent allocations made by the
Stations' parent.
 
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of the stations WKJS-
FM and WSOJ-FM of FM-100, Inc., as of December 31, 1998, and the results of
their operations and their cash flows for the year then ended, in conformity
with generally accepted accounting principles.
 
                                                    /s/ Arthur Andersen LLP
 
Baltimore, Maryland,
 March 10, 1999
 
                                      F-56
<PAGE>
 
                  STATIONS WKJS-FM AND WSOJ-FM OF FM 100 INC.
 
                             COMBINED BALANCE SHEET
 
                            AS OF DECEMBER 31, 1998
                                      ASSETS
 
<TABLE>
<S>                                                       <C>
CURRENT ASSETS:
 Cash and cash equivalents                                $   34,000
 Trade accounts receivable, net of allowance for doubtful
  accounts of $28,000                                        326,000
                                                          ----------
   Total current assets                                      360,000
PROPERTY AND EQUIPMENT, net                                1,079,000
INTANGIBLE ASSETS, net                                     3,343,000
                                                          ----------
   Total assets                                           $4,782,000
                                                          ==========
</TABLE>
                          LIABILITIES AND STATION DEFICIT
 
<TABLE>
<S>                                                       <C>       
CURRENT LIABILITIES:                                                
 Accounts payable and accrued expenses                    $  168,000
 Capital lease obligations                                    13,000
                                                          ----------
   Total current liabilities                                 181,000
LONG-TERM LIABILITIES:                                              
 Allocation of long-term debt                              5,000,000
 Capital lease obligations                                    49,000
                                                          ----------
   Total liabilities                                       5,230,000
COMMITMENTS AND CONTINGENCIES                                       
STATION DEFICIT                                             (448,000)
                                                          ----------
   Total liabilities and station deficit                  $4,782,000
                                                          ========== 
</TABLE>
 
 
    The accompanying notes are an integral part of this combined balance sheet.
 
                                      F-57
<PAGE>
 
                  STATIONS WKJS-FM AND WSOJ-FM OF FM 100 INC.
 
        COMBINED STATEMENT OF OPERATIONS AND CHANGES IN STATION DEFICIT
 
                      FOR THE YEAR ENDED DECEMBER 31, 1998
 
 
<TABLE>
<S>                                                      <C>
REVENUE:
 Broadcast revenue, including barter revenue of $169,000 $1,187,000
 Less: Agency commissions                                   125,000
                                                         ----------
   Net broadcast revenue                                  1,062,000
                                                         ----------
OPERATING EXPENSES:
 Program and technical                                      192,000
 Selling, general and administrative                        810,000
 Corporate allocations                                       15,000
 Depreciation and amortization                              416,000
                                                         ----------
   Total operating expenses                               1,433,000
                                                         ----------
   Operating loss                                          (371,000)
                                                         ----------
OTHER INCOME (EXPENSE):
 Interest expense                                          (500,000)
 Other income                                                21,000
                                                         ----------
   Total other income (expense), net                       (479,000)
                                                         ----------
   Net loss                                                (850,000)
STATION EQUITY, beginning of year                           177,000
NET TRANSFER FROM PARENT                                    225,000
                                                         ----------
STATION DEFICIT, end of year                             $ (448,000)
                                                         ==========
</TABLE>
 
 
    The accompanying notes are an integral part of this combined balance sheet.
 
                                      F-58
<PAGE>
 
                  STATIONS WKJS-FM AND WSOJ-FM OF FM 100 INC.
 
                        COMBINED STATEMENT OF CASH FLOWS
 
                      FOR THE YEAR ENDED DECEMBER 31, 1998
 
 
<TABLE>
<S>                                                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                               $(850,000)
 Adjustments to reconcile net loss to net cash used in
  operating activities-
  Depreciation and amortization                           416,000
  Effect of change in operating assets and liabilities-
   Trade accounts receivable                             (257,000)
   Prepaid expenses and other                               3,000
   Accounts payable and accrued expenses                   99,000
                                                        ---------
    Net cash flows used in operating activities          (589,000)
                                                        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment                       (58,000)
                                                        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Net transfer from parent                                 225,000
 Proceeds from parent debt                                427,000
                                                        ---------
    Net cash flows from financing activities              652,000
                                                        ---------
INCREASE IN CASH                                            5,000
CASH, beginning of year                                    29,000
                                                        ---------
CASH, end of year                                       $  34,000
                                                        =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION:
 Cash paid for interest                                 $ 477,000
                                                        =========
</TABLE>
 
 
    The accompanying notes are an integral part of this combined balance sheet.
 
                                      F-59
<PAGE>
 
                  STATIONS WKJS-FM AND WSOJ-FM OF FM 100 INC.
 
                     NOTES TO COMBINED FINANCIAL STATEMENTS
 
                               DECEMBER 31, 1998
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
Organization and Business
 
The radio stations, WKJS-FM and WSOJ-FM (the Stations) are broadcast in the
Richmond area. The combined financial statements of the Stations were formed
effective January 4, 1998, when FM 100, Inc. purchased station WKJS-FM for
$4,500,000. Station WSOJ-FM was owned by FM 100, Inc. since 1994.
 
In February 1999, FM 100, Inc. signed an agreement with Radio One, Inc. to sell
all tangible and intangible assets for approximately $12,000,000, subject to
certain earn-out adjustments. The sale is expected to close during 1999. The
accompanying combined financial statements include the assets, liabilities and
results of operations of those stations to be acquired by Radio One, Inc. and
were prepared from the financial statements of FM 100, Inc. All inter-station
transactions have been eliminated in consolidation.
 
The Stations have incurred an operating loss of $371,000 and a net loss of
$850,000 for the year ended December 31, 1998. Also, as of December 31, 1998,
the Stations had a station deficit of $448,000. These factors, along with
others could negatively impact future operations of the Stations.
 
Basis of Presentation
 
The accompanying combined financial statements are presented on the accrual
basis of accounting in accordance with generally accepted accounting
principles. 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 as of 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.
 
The Stations are allocated certain corporate expenses for services provided by
FM 100, Inc. based upon the percentage of revenue of each station to total
revenue of all stations operated by FM 100, Inc. Though management is of the
opinion that all allocations used are reasonable and appropriate, other
allocations might be used that could produce results substantially different
from those reflected herein and these cost allocations might not be indicative
of amounts which might be paid to unrelated parties for similar services if the
Stations had been operated on a stand-alone basis.
 
FM 100, Inc. corporate departmental expenses of $15,000 have been allocated to
the Stations during 1998 for accounting services and other miscellaneous
expenses.
 
                                      F-60
<PAGE>
 
                  STATIONS WKJS-FM AND WSOJ-FM OF FM 100 INC.
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
 
Property and Equipment
 
Property and equipment are recorded at cost and are being depreciated on a
straight-line basis over various periods. The components of the Stations's
property and equipment as of December 31, 1998, are as follows:
 
<TABLE>
<CAPTION>
                                                                     Period of
                                                            1998    Depreciation
                                                         ---------- ------------
<S>                                                      <C>        <C>
PROPERTY AND EQUIPMENT:
  Land.................................................. $  173,000         --
  Building..............................................    646,000   15 years
  Furniture and fixtures................................    211,000   10 years
  Broadcasting equipment................................    262,000    7 years
  Vehicles..............................................     17,000    5 years
                                                         ----------
                                                          1,309,000
  Less: Accumulated depreciation........................    230,000
                                                         ----------
    Property and equipment, net......................... $1,079,000
                                                         ==========
</TABLE>
 
Depreciation expense for the fiscal year ended December 31, 1998, was $102,000.
 
Revenue Recognition
 
In accordance with industry practice, revenue for broadcast advertising is
recognized when the commercial is broadcast.
 
Barter Arrangements
 
Certain program contracts provide for the exchange of advertising air time in
lieu of cash payments for the rights to such programming. These contracts are
recorded as the programs are aired at the estimated fair value of the
advertising air time given in exchange for the program rights.
 
Financial Instruments
 
Financial instruments as of December 31, 1998, consist of cash and cash
equivalents, trade accounts receivables, accounts payable, accrued expenses,
long-term debt, and capital leases, all of which the carrying amounts
approximate fair value.
 
Supplemental Cash Flow Information
 
During 1998, FM 100, Inc. obtained a $5,000,000 loan from a bank of which
$4,500,000 was used to finance the purchase of WKJS-FM and $73,000 was used to
pay debt issuance cost. The remaining $427,000 transferred to the Stations for
operating purposes.
 
                                      F-61
<PAGE>
 
                  STATIONS WKJS-FM AND WSOJ-FM OF FM 100 INC.
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
 
2. INTANGIBLE ASSETS:
 
Intangible assets are being amortized on a straight-line basis over various
periods. The intangible asset balances and periods of amortization as of
December 31, 1998, are as follows:
 
<TABLE>
<CAPTION>
                                                                     Period of
                                                            1998    Amortization
                                                         ---------- ------------
<S>                                                      <C>        <C>
  FCC broadcast license................................. $3,628,000   15 Years
  Debt financing........................................     73,000 Life of Debt
                                                         ----------
    Total...............................................  3,701,000
    Less: Accumulated amortization......................    358,000
                                                         ----------
    Net intangible assets............................... $3,343,000
                                                         ==========
</TABLE>
 
Amortization expense for the fiscal year ended December 31, 1998, was $314,000.
 
3. LONG-TERM DEBT:
 
The acquisition of WKJS-FM was financed with $4,500,000 of debt which has been
allocated to the Stations. The debt accrued interest at 10% during 1998 and was
originally due January 6, 1999, and has been refinanced to be due January 6,
2000.
 
FM 100, Inc. has borrowed $500,000 from a bank which has been allocated down to
the Stations. The debt accrued interest at 10% during 1998 and was originally
due January 6, 1999 and has been refinanced to be due January 6, 2000.
 
As of December 31, 1998, the Stations had various capital leases for equipment.
 
4.  INCOME TAXES:
 
As the Stations' parent company is an S-Corporation, no provision for income
taxes has been included in the accompanying statements of operations.
 
5.  COMMITMENTS:
 
The Stations lease office space for their office and broadcast studios under an
operating lease which expires during 1999. Rent expense for the year ended
December 31, 1998, was $16,064. The future minimum rental payment is $9,311.
 
                                      F-62
<PAGE>
 
[RADIO ONE LOGO] 
 
 
<PAGE>
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 13. Other Expenses of Issuance and Distribution.
 
   The following table sets forth the estimated expenses to be incurred in
connection with the issuance and distribution of the securities being
registered, other than underwriting discounts and commissions, to be paid by
Radio One:
 
<TABLE>
     <S>                                                                    <C>
     SEC registration fee..................................................  *
     Printing and engraving fees...........................................  *
     Legal fees and expenses...............................................  *
     Accounting fees and expenses..........................................  *
     Blue Sky fees and expenses............................................  *
     Trustee fees..........................................................  *
     Directors' and Officers' Insurance....................................  *
     Miscellaneous.........................................................  *
       Total............................................................... $
</TABLE>
--------
*  To be filed by amendment
 
Item 14. Indemnification of Directors and Officers.
 
   Radio One's Amended and Restated By-Laws incorporate substantially the
provisions of the General Corporation Law of the State of Delaware (the "DGCL")
in providing for indemnification of directors and officers against expenses,
judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of the fact that
such person is or was an officer or director of Radio One. In addition, Radio
One is authorized to indemnify employees and agents of Radio One and may enter
into indemnification agreements with its directors and officers providing
mandatory indemnification to them to the maximum extent permissible under
Delaware law.
 
   Radio One's Amended and Restated Certificate of Incorporation provides that
Radio One shall indemnify (including indemnification for expenses incurred in
defending or otherwise participating in any proceeding) its directors and
officers to the fullest extent authorized or permitted by the DGCL, as it may
be amended, and that such right to indemnification shall continue as to a
person who has ceased to be a director or officer of Radio One and shall inure
to the benefit of his or her heirs, executors and administrators except that
such right shall not apply to proceedings initiated by such indemnified person
unless it is a successful proceeding to enforce indemnification or such
proceeding was authorized or consented to by the Board of Directors. Radio
One's Amended and Restated Certificate of Incorporation also specifically
provides for the elimination of the personal liability of a director to the
corporation and its stockholders for monetary damages for breach of fiduciary
duty as director. The provision is limited to monetary damages, applies only to
a director's actions while acting within his or her capacity as a director, and
does not entitle Radio One to limit director liability for any judgment
resulting from (a) any breach of the director's duty of loyalty to Radio One or
its stockholders; (b) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law; (c) paying an illegal
dividend or approving an illegal stock repurchase; or (d) any transaction from
which the director derived an improper benefit.
 
   Section 145 of the DGCL provides generally that a person sued (other than in
a derivative suit) as a director, officer, employee or agent of a corporation
may be indemnified by the corporation for reasonable expenses, including
counsel fees, if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that the person's conduct was unlawful. In the case
of a derivative suit, a director, officer, employee or agent of the corporation
may be indemnified by the corporation for reasonable expenses, including
attorneys' fees, if the person has acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no
 
                                      II-1
<PAGE>
 
indemnification shall be made in the case of a derivative suit in respect of
any claim as to, which such director, officer, employee or agent has been
adjudged to be liable to the corporation unless the Delaware Court of Chancery
or the court in which such action or suit was brought shall determine that
such person is fairly and reasonably entitled to indemnity for proper
expenses. Indemnification is mandatory under section 145 of the DGCL in the
case of a director or officer who is successful on the merits in defense of a
suit against him.
 
   The Underwriting Agreement provides that the Underwriters are obligated,
under certain circumstances, to indemnify Radio One, the directors, certain
officers and controlling persons of Radio One, Inc. against certain
liabilities, including liabilities under the Securities Act. Reference is made
to the form of Underwriting Agreement filed as Exhibit 1.1 hereto.
 
   Radio One has entered into indemnification agreements with the directors
and certain officers pursuant to which Radio One has agreed to maintain
directors' and officers' insurance and to indemnify such officers to the
fullest extent permitted by applicable law except for certain claims described
therein. [Reference is made to the form of Director and Officer
Indemnification Agreement filed as Exhibit [to come] hereto.]
 
   Radio One maintains directors and officers liability insurance for the
benefit of its directors and certain of its officers.
 
Item 15. Recent Sales of Unregistered Securities.
 
   On May 15, 1997, Radio One issued approximately $85.0 million (aggregate
principal amount) of 12% senior subordinated notes to certain investors. Such
notes were offered pursuant to Rule 144A under the Securities Act.
 
   On       , Radio One issued approximately $        million of Series A and
Series B 15% senior cumulative preferred stock to certain investors. Such
shares were issued pursuant to the exemption from registration provided by
Section 4(2) of Securities Act.
 
   On January 25, 1999, Radio One issued an aggregate of     shares of Common
Stock to its Chief Financial Officer in connection with his employment
agreement. These shares were issued pursuant to the exemption from
registration provided by Rule 701 under the Securities Act.
 
   On February 25, 1999, pursuant to a plan of recapitalization, Radio One
issued to the holders of its Class A Common Stock, in exchange for all of the
outstanding shares of Class A Common Stock, 46.15 shares of Class B Common
Stock and 92.3 shares of Class C Common Stock. These shares were issued
pursuant to the exemption from registration provided by Section 4(2) of the
Securities Act.
 
   On March  , 1999, Radio One issued an aggregate of     shares of Common
Stock to the shareholders of ROA in connection with Radio One's acquisition of
ROA. These shares were issued pursuant to the exemption from registration
provided by Section 4(2) of the Securities Act.
 
Item 16. Exhibits and Financial Statement Schedules.
 
   (a) The following exhibits are filed as part of this registration
statement.
 
<TABLE>
<S>       <C>
   1.1    [Underwriting Agreement](/5/)
   3.1    Amended and Restated Certificate of Incorporation of Radio One, Inc.
   3.2    Amended and Restated By-laws of Radio One, Inc.
4.1(/1/)  Indenture dated as of May 15, 1997 among Radio One, Inc., Radio One Licenses,
          Inc. and United States Trust Company of New York.
</TABLE>
--------
   (1) Incorporated by reference to Radio One's Annual Report on Form 10-K for
the period ended December 31, 1997 (File No. 333-30795; Film No. 98581327).
   (2) Incorporated by reference to Radio One's Current Report on Form 8-K
filed July 13, 1998 (File No. 333-30795; Film No. 98665139).
   (3) Incorporated by reference to Radio One's Current Report on Form 8-K
filed January 12, 1999 (File No. 333-30795; Film No. 99504706).
   (4) Incorporated by reference to Radio One's Quarterly Report on Form 10-Q
for the period ended June 30, 1998 (File No. 333-30795; Film No. 98688998).
   (5) To be filed by Amendment to this Registration Statement on Form S-1.
 
                                     II- 2
<PAGE>
 
<TABLE>
    <S>           <C>
  4.2(/2/)        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.
  4.3(/3/)        Second Supplemental Indenture dated as of December 23, 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., Allur-
                  Detroit, Allur Licenses, Inc., and United States Trust Company of New York, as
                  Trustee.
  4.4(/1/)        Purchase Agreement dated as of May 14, 1997 among Radio One, Inc., Radio One
                  Licenses, Inc., Credit Suisse First Boston Corporation and NationsBanc Capital
                  Markets, Inc.
  4.5(/1/)        Registration Rights Agreement dated as of May 14, 1997 among Radio One, Inc.,
                  Radio One Licenses, Inc., Credit Suisse First Boston Corporation and NationsBanc
                  Capital Markets, Inc.
  4.6(/1/)        Standstill Agreement dated as of May 19, 1997 among Radio One, Inc., Radio One
                  Licenses, Inc., NationsBank of Texas, N.A., United States Trust Company of New
                  York and the other parties thereto.
  4.7(/4/)        Standstill Agreement dated as of June 30, 1998 among Radio One, Inc., the
                  subsidiaries of Radio One, Inc., United States Trust Company of New York and the
                  other parties thereto.
  5.1(/5/)        Form of Opinion and consent of Kirkland & Ellis.
  8.1(/5/)        Form of Opinion and consent of Kirkland & Ellis.
 10.1(/1/)        Office Lease dated February 3, 1997 between National Life Insurance Company and
                  Radio One, Inc. for premises located at 5900 Princess Garden Parkway, Lanham,
                  Maryland, as amended on February 24, 1997.
 10.2(/1/)        Purchase Option Agreement dated February 3, 1997 between National Life Insurance
                  Company and Radio One, Inc. for the premises located at 5900 Princess Garden
                  Parkway, Lanham, Maryland.
 10.3(/1/)        Office Lease commencing November 1, 1993 between Chalrep Limited Partnership and
                  Radio One, Inc., with respect to the property located at 100 St. Paul Street,
                  Baltimore, Maryland.
 10.4(/1/)        Preferred Stockholders' Agreement dated as of May 14, 1997 among Radio One, Inc.,
                  Radio One Licenses, Inc. and the other parties thereto.
 10.5(/4/)        First Amendment to Preferred Stockholders' Agreement dated as of June 30, 1998
                  among Radio One, Inc., Radio One Licenses, Inc., and the other parties thereto.
 10.6             Second Amendment to Preferred Stockholders' Agreement dated as of November 23,
                  1998 among Radio One, Inc., Radio One Licenses, Inc. and the other parties
                  thereto.
 10.7             Third Amendment to Preferred Stockholders' Agreement dated as of December 23,
                  1998 among Radio One, Inc., Radio One Licenses, Inc. and the other parties
                  thereto.
 10.8             Fourth Amendment to Preferred Stockholders' Agreement dated as of December 31,
                  1998 among Radio One, Inc., Radio Once Licenses, Inc. and the other parties
                  thereto.
 10.9(/1/)        Warrantholders' Agreement dated as of June 6, 1995, as amended by the First
                  Amendment to Warrantholders' Agreement dated as of May 19, 1997, among Radio One,
                  Inc., Radio One Licenses, Inc. and the other parties thereto.
 10.10(/1/)       Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997, issued
                  to Syncom Capital Corporation.
 10.11(/1/)       Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997, issued
                  to Alliance Enterprise Corporation.
 10.12(/1/)       Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997, issued
                  to Greater Philadelphia Venture Capital Corporation, Inc.
 10.13(/1/)       Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997, issued
                  to Opportunity Capital Corporation.
 10.14(/1/)       Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997, issued
                  to Capital Dimensions Venture Fund, Inc.
</TABLE>
--------
   (1) Incorporated by reference to Radio One's Annual Report on Form 10-K for
the period ended December 31, 1997 (File No. 333-30795; Film No. 98581327).
   (2) Incorporated by reference to Radio One's Current Report on Form 8-K
filed July 13, 1998 (File No. 333-30795; Film No. 98665139).
   (3) Incorporated by reference to Radio One's Current Report on Form 8-K
filed January 12, 1999 (File No. 333-30795; Film No. 99504706).
   (4) Incorporated by reference to Radio One's Quarterly Report on Form 10-Q
for the period ended June 30, 1998 (File No. 333-30795; Film No. 98688998).
   (5) To be filed by Amendment to this Registration Statement on Form S-1.
 
                                     II-3
<PAGE>
 
<TABLE>
<S>           <C>
10.15(/1/)    Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997, issued
              to TSG Ventures Inc.
10.16(/1/)    Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997, issued
              to Fulcrum Venture Capital Corporation.
10.17(/1/)    Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997, issued
              to Alta Subordinated Debt Partners III, L.P.
10.18(/1/)    Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997, issued
              to BancBoston Investments, Inc.
10.19(/1/)    Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997, issued
              to Grant M. Wilson.
10.20(/4/)    Credit Agreement dated June 30, 1998 among Radio One, Inc., as the borrower and
              NationsBank, N.A., as Documentation Agent and Credit Suisse First Boston as the
              Agent.
10.21(/1/)    Management Agreement dated as of August 1, 1996 by and between Radio One, Inc.
              and Radio One of Atlanta, Inc.
10.22(/1/)    Fifth Amendment dated as of July 31, 1997 to that certain Letter of Intent dated
              March 12, 1997 by and* between Radio One, Inc. and Allied Capital Financial
              Corporation, as amended.
10.23(/1/)    Sixth Amendment dated as of September 8, 1997 to that certain Letter of Intent
              dated March 12, 1997 by and between Radio One, Inc. and Allied Capital Financial
              Corporation, as amended.
10.24(/1/)    Time Management and Services Agreement dated March 17, 1998, among WYCB
              Acquisition Corporation, Broadcast Holdings, Inc., and Radio One, Inc.
10.25(/1/)    Stock Purchase Agreement dated December 23, 1997, between the shareholders of
              Bell Broadcasting Company and Radio One, Inc.
10.26(/1/)    Option and Stock Purchase Agreement dated November 19, 1997, among Allied Capital
              Financial Corporation, G. Cabell Williams III, Broadcast Holdings, Inc. and WYCB
              Acquisition Corporation.
10.27(/1/)    Amended and Restated Warrant of Radio One, Inc., dated January 9, 1998, issued to
              TSG Ventures L.P.
10.28(/1/)    Stock Purchase Warrant of Radio One, Inc., dated March 16, 1998 issued to Allied
              Capital Financial Corporation.
10.29(/1/)    Amended and Restated Credit Agreement dated May 19, 1997 among several lenders,
              NationsBank of Texas, N.A. and Radio One, Inc.
10.30(/1/)    First Amendment to Credit Agreement dated December 31, 1997 among several
              lenders, NationsBank of Texas, N.A. and Radio One, Inc.
10.31(/1/)    Amendment to Preferred Stockholders' Agreement dated as of December 31, 1997
              among Radio One, Inc., Radio One Licenses, Inc. and the other parties thereto.
10.32(/1/)    Assignment and Assumption Agreement dated October 23, 1997, between Greater
              Philadelphia Venture Capital Corporation, Inc. and Alfred C. Liggins, III.
10.33(/1/)    Agreement dated February 20, 1998 between WUSQ License Limited Partnership and
              Radio One, Inc.
10.34(/4/)    Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998 issued
              to Capital Dimensions Venture Fund Inc.
10.35(/4/)    Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998 issued
              to Fulcrum Venture Capital Corporation.
10.36(/4/)    Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998 issued
              to Syncom Capital Corporation.
10.37(/4/)    Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998 issued
              to Alfred C. Liggins, III.
10.38(/4/)    Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998 issued
              to TSG Ventures L.P.
10.39(/4/)    Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998 issued
              to Alliance Enterprise Corporation.
10.41(/4/)    Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998 issued
              to Alta Subordinated Debt Partners III, L.P.
</TABLE>
--------
   (1) Incorporated by reference to Radio One's Annual Report on Form 10-K for
the period ended December 31, 1997 (File No. 333-30795; Film No. 98581327).
   (2) Incorporated by reference to Radio One's Current Report on Form 8-K
filed July 13, 1998 (File No. 333-30795; Film No. 98665139).
   (3) Incorporated by reference to Radio One's Current Report on Form 8-K
filed January 12, 1999 (File No. 333-30795; Film No. 99504706).
   (4) Incorporated by reference to Radio One's Quarterly Report on Form 10-Q
for the period ended June 30, 1998 (File No. 333-30795; Film No. 98688998).
   (5) To be filed by Amendment to this Registration Statement on Form S-1.
 
                                     II-4
<PAGE>
 
<TABLE>
<S>           <C>
10.42(/4/)     Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998 issued
              to BancBoston Investments Inc.
10.43(/4/)    Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998 issued
              to Grant M. Wilson.
10.44(/5/)    [Merger Agreement relating to the acquisition of Radio One of Atlanta, Inc.]
10.45(/5/)    Asset Purchase Agreement dated as of November 23, 1998 relating to the
              acquisition of
              WFUN- FM, licensed to Bethalto, Illinois.
10.46(/5/)    [Asset Purchase Agreement relating to the Acquisition of WENZ-FM and WERE-AM,
              both licensed to Cleveland, Ohio.]
10.47(/5/)    Asset Purchase Agreement dated as of February 10, 1999 relating to the
              acquisition of WDYL-FM, licensed to Chester, Virginia.
10.48(/5/)    Asset Purchase Agreement dated as of February 26, 1999 relating to the
              acquisition of WJKS-FM, licensed to Crewe Virginia, and WSOJ-FM, licensed
              Petersburg, Virginia.
10.49(/5/)    [Asset Purchase Agreement relating to the acquisition of WCDX-FM, licensed to
              Mechanicsville, Virginia, WPLZ-FM, licensed to Petersburg, Virginia, WJRV-FM
              licensed to Richmond, Virginia, and WGCV-AM licensed to Petersburg, Virginia.]
   21.1       Subsidiaries of Radio One, Inc.
   23.1       Consent of Arthur Andersen, L.L.P.
   23.2       Consent of Mitchell & Titus, L.L.P.
23.3(/5/)     Consent of Kirkland & Ellis (included in Exhibit 5.1).
23.4(/5/)     Consent of Kirkland & Ellis (included in Exhibit 8.1).
   27.1       Financial Data Schedule (included on pages S1-S3).
   99.1       Form of Letter of Transmittal.
</TABLE>
--------
   (1) Incorporated by reference to Radio One's Annual Report filed on Form
10-K for the period ended December 31, 1997 (File No. 333-30795; Film No.
98581327).
   (2) Incorporated by reference to Radio One's Current Report on Form 8-K
filed July 13, 1998 (File No. 333-30795; Film No. 98665139).
   (3) Incorporated by reference to Radio One's Current Report on Form 8-K
filed January 12, 1999 (File No. 333-30795; Film No. 99504706).
   (4) Incorporated by reference to Radio One's Quarterly Report on Form 10-Q
for the period ended June 30, 1998 (File No. 333-30795; Film No. 98688998).
   (5) To be filed by Amendment to this Registration Statement on Form S-1.
 
Item 17. Undertakings.
 
   Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to provisions described in Item 14 above, or otherwise,
the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of such issue.
 
   The undersigned registrant hereby undertakes that:
 
     (1) For purposes of determining any liability under the Securities Act,
  the information omitted from the form of prospectus filed as part of this
  registration statement in reliance upon Rule 430A and contained in the 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 this
  registration statement as of the time it was declared effective.
 
     (2) For the purpose of determining any liability under the Securities
  Act, each post-effective amendment that contains a form of prospectus shall
  be deemed to be a new registration statement relating
 
                                     II-5
<PAGE>
 
  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.
 
   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.
 
                                      II-6
<PAGE>
 
                                   SIGNATURES
 
   Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Lanham, Maryland on
March 12, 1999.
 
                                             RADIO ONE, INC.
 
                                          BY:  __ /s/ Alfred C. Liggins, II____I
                                          Name: Alfred C. Liggins, III
                                          Title:
                                               President and Chief Executive
                                               Officer
 
                                      II-7
<PAGE>
 
                        POWER OF ATTORNEY AND SIGNATURES
 
   We, the undersigned officers and directors of Radio One, Inc., hereby
severally constitute and appoint Alfred C. Liggins, III and Scott R. Royster
and each of them singly, our true and lawful attorneys, with full power to them
and each of them singly, to sign for us in our names in the capacities
indicated below, all pre-effective and post-effective amendments to this
Registration Statement (or any other registrar on statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act), and generally to do all things in our names and on our behalf
in such capacities to enable Radio One, Inc. to comply with the provisions of
the Securities Act, as amended, and all requirements of the SEC.
 
   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.
 
                                Radio One, Inc.
 
<TABLE>
<CAPTION>
        Signature                         Title(s)                     Date
        ---------                         --------                     ----
<S>                         <C>                                   <C>
_/s/ Catherine L. Hughe___s Chairperson of the Board of Directors March 12, 1999
   Catherine L. Hughes
____/s/ Terry L. Jone_____s Director                              March 12, 1999
      Terry L. Jones
___/s/ Brian W. McNeill___  Director                              March 12, 1999
     Brian W. McNeill
/s/ Alfred C. Liggins, II_I President and Chief Executive Officer March 12, 1999
  Alfred C. Liggins, III     (Principal Executive Officer)
                             and Director
___/s/ Scott R. Royste____r Executive Vice President and          March 12, 1999
     Scott R. Royster        Chief Financial Officer
                             (Principal Financial and
                             Accounting Officer)
</TABLE>
 
                                      II-8
<PAGE>
 
                        RADIO ONE, INC. AND SUBSIDIARIES
                               INDEX TO SCHEDULES
 
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Report of Independent Public Accountants................................... S-2
Schedule II - Valuation and Qualifying Accounts............................ S-3
</TABLE>
 
                                      S-1
<PAGE>
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors and Stockholders of
 Radio One, Inc.
 
   We have audited in accordance with generally accepted auditing standards,
the consolidated balance sheets and statements of operations, changes in
stockholders' deficit and cash flows of Radio One, Inc. and subsidiaries (the
Company) included in this registration statement and have issued our report
thereon dated       . 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 accompanying index is the responsibility of the Company's management and
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 audit of
the basic financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
 
Baltimore, Maryland,
    , 1999
 
                                      S-2
<PAGE>
 
RADIO ONE, INC. AND SUBSIDIARIES SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
      FOR THE YEARS ENDED DECEMBER 31, 1996, 1997, and 1998 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                         Balance at Additions    Acquired              Balance
                         Beginning  Charged to     from                at End
      Description         of Year    Expense   Acquisitions Deductions of Year
      -----------        ---------- ---------- ------------ ---------- -------
<S>                      <C>        <C>        <C>          <C>        <C>
ALLOWANCE FOR DOUBTFUL
 ACCOUNTS:
  1996..................   $ 669      $ 628       $ --        $ 532     $ 765
  1997..................     765        894         --          755       904
  1998..................     904      1,942         258       1,861     1,243
TAX VALUATION RESERVE:
  1996..................   1,067        --          --        1,067       --
  1997..................     --       2,058         --          --      2,058
  1998..................   2,058        --          --        2,058       --
</TABLE>
 
                                      S-3
<PAGE>
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
 Exhibit No.                                   Description
 -----------                                   -----------
 <C>         <S>
  1.1        [Underwriting Agreement](/5/)
  3.1        Amended and Restated Certificate of Incorporation of Radio One, Inc.
  3.2        Amended and Restated By-laws of Radio One, Inc.
  4.1(/1/)   Indenture dated as of May 15, 1997 among Radio One, Inc., Radio One Licenses,
             Inc. and United States Trust Company of New York.
  4.2(/2/)   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.
  4.3(/3/)   Second Supplemental Indenture dated as of December 23, 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., Allur-
             Detroit, Allur Licenses, Inc., and United States Trust Company of New York, as
             Trustee.
  4.4(/1/)   Purchase Agreement dated as of May 14, 1997 among Radio One, Inc., Radio One
             Licenses, Inc., Credit Suisse First Boston Corporation and NationsBanc Capital
             Markets, Inc.
  4.5(/1/)   Registration Rights Agreement dated as of May 14, 1997 among Radio One, Inc.,
             Radio One Licenses, Inc., Credit Suisse First Boston Corporation and
             NationsBanc Capital Markets, Inc.
  4.6(/1/)   Standstill Agreement dated as of May 19, 1997 among Radio One, Inc., Radio One
             Licenses, Inc., NationsBank of Texas, N.A., United States Trust Company of New
             York and the other parties thereto.
  4.7(/4/)   Standstill Agreement dated as of June 30, 1998 among Radio One, Inc., the
             subsidiaries of Radio One, Inc., United States Trust Company of New York and
             the other parties thereto.
  5.1(/5/)   Form of Opinion and consent of Kirkland & Ellis.
  8.1(/5/)   Form of Opinion and consent of Kirkland & Ellis.
 10.1(/1/)   Office Lease dated February 3, 1997 between National Life Insurance Company and
             Radio One, Inc. for premises located at 5900 Princess Garden Parkway, Lanham,
             Maryland, as amended on February 24, 1997.
 10.2(/1/)   Purchase Option Agreement dated February 3, 1997 between National Life
             Insurance Company and Radio One, Inc. for the premises located at 5900 Princess
             Garden Parkway, Lanham, Maryland.
 10.3(/1/)   Office Lease commencing November 1, 1993 between Chalrep Limited Partnership
             and Radio One, Inc., with respect to the property located at 100 St. Paul
             Street, Baltimore, Maryland.
 10.4(/1/)   Preferred Stockholders' Agreement dated as of May 14, 1997 among Radio One,
             Inc., Radio One Licenses, Inc. and the other parties thereto.
 10.5(/4/)   First Amendment to Preferred Stockholders' Agreement dated as of June 30, 1998
             among Radio One, Inc., Radio One Licenses, Inc., and the other parties thereto.
    10.6     Second Amendment to Preferred Stockholders' Agreement dated as of November 23,
             1998 among Radio One, Inc., Radio One Licenses, Inc. and the other parties
             thereto.
    10.7     Third Amendment to Preferred Stockholders' Agreement dated as of December 23,
             1998 among Radio One, Inc., Radio One Licenses, Inc. and the other parties
             thereto.
    10.8     Fourth Amendment to Preferred Stockholders' Agreement dated as of December 31,
             1998 among Radio One, Inc., Radio Once Licenses, Inc. and the other parties
             thereto.
<CAPTION>
                                                                                   Page
 -----------                                                                       ----
                                                                                   <C>
 
 
</TABLE>
 
--------
   (1) Incorporated by reference to Radio One's Annual Report on Form 10-K for
the period ended December 31, 1997 (File No. 333-30795; Film No. 98581327).
   (2) Incorporated by reference to Radio One's Current Report on Form 8-K
filed July 13, 1998 (File No. 333-30795; Film No. 98665139).
   (3) Incorporated by reference to Radio One's Current Report on Form 8-K
filed January 12, 1999 (File No. 333-30795; Film No. 99504706).
   (4) Incorporated by reference to Radio One's Quarterly Report on Form 10-Q
for the period ended June 30, 1998 (File No. 333-30795; Film No. 98688998).
   (5) To be filed by Amendment to this Registration Statement on Form S-1.
<PAGE>
 
<TABLE>
<CAPTION>
 Exhibit No.            Description
 -----------            -----------
 <C>         <S>
 10.9(/1/)   Warrantholders' Agreement dated as of June 6, 1995, as amended by the First
             Amendment to Warrantholders' Agreement dated as of May 19, 1997, among Radio
             One, Inc., Radio One Licenses, Inc. and the other parties thereto.
 10.10(/1/)  Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997,
             issued to Syncom Capital Corporation.
 10.11(/1/)  Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997,
             issued to Alliance Enterprise Corporation.
 10.12(/1/)  Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997,
             issued to Greater Philadelphia Venture Capital Corporation, Inc.
 10.13(/1/)  Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997,
             issued to Opportunity Capital Corporation.
 10.14(/1/)  Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997,
             issued to Capital Dimensions Venture Fund, Inc.
 10.15(/1/)  Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997,
             issued to TSG Ventures Inc.
 10.16(/1/)  Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997,
             issued to Fulcrum Venture Capital Corporation.
 10.17(/1/)  Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997,
             issued to Alta Subordinated Debt Partners III, L.P.
 10.18(/1/)  Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997,
             issued to BancBoston Investments, Inc.
 10.19(/1/)  Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997,
             issued to Grant M. Wilson.
 10.20(/4/)  Credit Agreement dated June 30, 1998 among Radio One, Inc., as the borrower and
             NationsBank, N.A., as Documentation Agent and Credit Suisse First Boston as the
             Agent.
 10.21(/1/)  Management Agreement dated as of August 1, 1996 by and between Radio One, Inc.
             and Radio One of Atlanta, Inc.
 10.22(/1/)  Fifth Amendment dated as of July 31, 1997 to that certain Letter of Intent
             dated March 12, 1997 by and* between Radio One, Inc. and Allied Capital
             Financial Corporation, as amended.
 10.23(/1/)  Sixth Amendment dated as of September 8, 1997 to that certain Letter of Intent
             dated March 12, 1997 by and between Radio One, Inc. and Allied Capital
             Financial Corporation, as amended.
 10.24(/1/)  Time Management and Services Agreement dated March 17, 1998, among WYCB
             Acquisition Corporation, Broadcast Holdings, Inc., and Radio One, Inc.
 10.25(/1/)  Stock Purchase Agreement dated December 23, 1997, between the shareholders of
             Bell Broadcasting Company and Radio One, Inc.
 10.26(/1/)  Option and Stock Purchase Agreement dated November 19, 1997, among Allied
             Capital Financial Corporation, G. Cabell Williams III, Broadcast Holdings, Inc.
             and WYCB Acquisition Corporation.
 10.27(/1/)  Amended and Restated Warrant of Radio One, Inc., dated January 9, 1998, issued
             to TSG Ventures L.P.
 10.28(/1/)  Stock Purchase Warrant of Radio One, Inc., dated March 16, 1998 issued to
             Allied Capital Financial Corporation.
 10.29(/1/)  Amended and Restated Credit Agreement dated May 19, 1997 among several lenders,
             NationsBank of Texas, N.A. and Radio One, Inc.
<CAPTION>
                                                                                   Page
 -----------                                                                       ----
                                                                                   <C>
 
</TABLE>
 
--------
   (1) Incorporated by reference to Radio One's Annual Report on Form 10-K for
the period ended December 31, 1997 (File No. 333-30795; Film No. 98581327).
   (2) Incorporated by reference to Radio One's Current Report on Form 8-K
filed July 13, 1998 (File No. 333-30795; Film No. 98665139).
   (3) Incorporated by reference to Radio One's Current Report on Form 8-K
filed January 12, 1999 (File No. 333-30795; Film No. 99504706).
   (4) Incorporated by reference to Radio One's Quarterly Report on Form 10-Q
for the period ended June 30, 1998 (File No. 333-30795; Film No. 98688998).
   (5) To be filed by Amendment to this Registration Statement on Form S-1.
<PAGE>
 
<TABLE>
<CAPTION>
 Exhib No.              Description
 ----------             -----------
 <C>        <S>
 10.30(/1/) First Amendment to Credit Agreement dated December 31, 1997 among several
            lenders, NationsBank of Texas, N.A. and Radio One, Inc.
 10.31(/1/) Amendment to Preferred Stockholders' Agreement dated as of December 31, 1997
            among Radio One, Inc., Radio One Licenses, Inc. and the other parties thereto.
 10.32(/1/) Assignment and Assumption Agreement dated October 23, 1997, between Greater
            Philadelphia Venture Capital Corporation, Inc. and Alfred C. Liggins, III.
 10.33(/1/) Agreement dated February 20, 1998 between WUSQ License Limited Partnership and
            Radio One, Inc.
 10.34(/4/) Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998
            issued to Capital Dimensions Venture Fund Inc.
 10.35(/4/) Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998
            issued to Fulcrum Venture Capital Corporation.
 10.36(/4/) Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998
            issued to Syncom Capital Corporation.
 10.37(/4/) Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998
            issued to Alfred C. Liggins, III.
 10.38(/4/) Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998
            issued to TSG Ventures L.P.
 10.39(/4/) Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998
            issued to Alliance Enterprise Corporation.
 10.41(/4/) Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998
            issued to Alta Subordinated Debt Partners III, L.P.
 10.42(/4/) Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998
            issued to BancBoston Investments Inc.
 10.43(/4/) Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998
            issued to Grant M. Wilson.
 10.44(/5/) [Merger Agreement relating to the acquisition of Radio One of Atalanta, Inc.]
 10.45(/5/) Asset Purchase Agreement dated as of November 23, 1998 relating to the
            acquisition of
            WFUN- FM, licensed to Bethalto, Illinois.
 10.46(/5/) [Asset Purchase Agreement relating to the Acquisition of WENZ-FM and WERE-AM,
            both licensed to Cleveland, Ohio.]
 10.47(/5/) Asset Purchase Agreement dated as of February 10, 1999 relating to the
            acquisition of WDYL-FM, licensed to Chester, Virginia.
 10.48(/5/) Asset Purchase Agreement dated as of February 26, 1999 relating to the
            acquisition of WJKS-FM, licensed to Crewe Virginia, and WSOJ-FM, licensed
            Petersburg, Virginia.
 10.49(/5/) [Asset Purchase Agreement relating to the acquisition of WCDX-FM, licensed to
            Mechanicsville, Virginia, WPLZ-FM, licensed to Petersburg, Virginia, WJRV-FM
            licensed to Richmond, Virginia, and WGCV-AM licensed to Petersburg, Virginia.]
     21.1   Subsidiaries of Radio One, Inc.
     23.1   Consent of Arthur Andersen, L.L.P.
     23.2   Consent of Mitchell & Titus, L.L.P.
 23.3(/5/)  Consent of Kirkland & Ellis (included in Exhibit 5.1).
 23.4(/5/)  Consent of Kirkland & Ellis (included in Exhibit 8.1).
     27.1   Financial Data Schedule (included on pages S1-S3).
     99.1   Form of Letter of Transmittal.
<CAPTION>
                                                                                  Page
 ----------                                                                       ----
                                                                                  <C>
 
</TABLE>
 
--------
   (1) Incorporated by reference to Radio One's Annual Report on Form 10-K for
the period ended December 31, 1997 (File No. 333-30795; Film No. 98581327).
   (2) Incorporated by reference to Radio One's Current Report on Form 8-K
filed July 13, 1998 (File No. 333-30795; Film No. 98665139).
   (3) Incorporated by reference to Radio One's Current Report on Form 8-K
filed January 12, 1999 (File No. 333-30795; Film No. 99504706).
   (4) Incorporated by reference to Radio One's Quarterly Report on Form 10-Q
for the period ended June 30, 1998 (File No. 333-30795; Film No. 98688998).
   (5) To be filed by Amendment to this Registration Statement on Form S-1.
[{"type": "S-1", "sequence": "1", "description": "FORM S-1", "secsgml_size_bytes": 596925}]
{"company-data": {"conformed-name": "RADIO ONE INC", "cik": "0001041657", "assigned-sic": "4832", "irs-number": "521166660", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-74351", "film-number": "99564316"}, "business-address": {"street1": "5900 PRINCESS GARDEN PARKWAY", "street2": "7TH FL", "city": "LANHAM", "state": "MD", "zip": "20706", "phone": "3013061111"}, "mail-address": {"street1": "5900 PRINCESS GARDEN PARKWAY", "street2": "7TH FL", "city": "LANHAM", "state": "MD", "zip": "20706"}}
As filed with the Securities and Exchange Commission on March   , 1999
 
                                                    Registration No. [333-    ]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
 
                                ---------------
 
                                   FORM S-1
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933
 
                                ---------------
                                Radio One, Inc.
            (Exact name of Registrant as specified in its charter)
 
                                ---------------
 
         Delaware                52-1166660                   4832
      (State or other         (I.R.S. Employer     (Primary Standard Industry
      jurisdiction of        Identification No.)      Classification Number)
     incorporation of
       organization)
 
                    5900 Princess Garden Parkway, 8th Floor
                               Lanham, MD 20706
                           Telephone: (301) 306-1111
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
 
                                ---------------
 
                            ALFRED C. LIGGINS, III
                     Chief Executive Officer and President
                                Radio One, Inc.
                    5900 Princess Garden Parkway, 8th Floor
                               Lanham, MD 20706
                           Telephone: (301) 306-1111
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
 
                                With copies to:
 
      RICHARD L. PERKAL, ESQ.            ANTOINETTE COOK BUSH, ESQ.
          Kirkland & Ellis               STEPHEN W. HAMILTON, ESQ.
     655 Fifteenth Street, N.W.       Skadden, Arps, Slate, Meagher &
       Washington, D.C. 20005                     Flom LLP
     Telephone: (202) 879-5000           1440 New York Avenue, N.W.
                                           Washington, D.C. 20005
                                         Telephone: (202) 371-7000
 
                                ---------------
  Approximate date of commencement of the proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
 
  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 (the "Securities Act"), check the following box. [_]
 
  If this Form is filed to register additional securities for an offering pur-
suant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act Registration Statement number of the earlier ef-
fective Registration Statement for the same offering. [_]
 
  If this Form is a post-effective amendment filed pursuant to Rule 462(c) un-
der 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. [X]
 
                        CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Proposed
                                                           Maximum
 Title of each Class of       Amount         Proposed     Aggregate    Amount of
    Securities to be           to be         Maximum       Offering   Registration
       Registered         Registered(/1/) Offering Price  Price(/2/)      Fee
----------------------------------------------------------------------------------
Class A Common Stock,
  par value $0.01 per
  share................         Shares        $          $115,000,000   $31,970
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
(1) Includes      shares that the underwriters have the option to purchase
    from the Company to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to paragraph (o) of Rule 457 of the Securities Act.
                                ---------------
  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 Registra-
tion Statement shall thereafter become effective in accordance with Section
8(a) of the Securities Act or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting pur-
suant to said Section 8(a), may determine.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information contained in this prospectus is not complete and may be       +
+changed. We may not sell these securities until the registration statement    +
+filed with the Securities and Exchange Commission is effective. This          +
+prospectus is not an offer to sell these securities and it is not soliciting  +
+an offer to buy these securities in any state where the offer or sale is not  +
+permitted.                                                                    +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                     SUBJECT TO COMPLETION, DATED 12, 1999
 
                                        Shares
 
                        [LOGO OF RADIO ONE APPEARS HERE]
 
                              Class A Common Stock
 
                                   --------
 
       We are selling     shares of Class A Common Stock and the selling
        stockholders are selling     shares of Class A Common Stock. We
             will not receive any proceeds from shares sold by the
                             selling stockholders.
 
    Prior to this offering, there has been no public market for our Class A
   Common Stock. The initial public offering price is expected to be between
      $    and $    per share. We have applied to list our Class A Common
      Stock on The Nasdaq Stock Market's National Market under the symbol
                                    "ROIA."
 
    The underwriters have an option to purchase a maximum of     additional
                   shares to cover over-allotments of shares.
 
  Investing in our Class A Common Stock involves risks. See "Risk Factors" on
page 9.
Underwriting              Proceeds to
                                             Price to   Discounts and Proceeds to   Selling
                                              Public     Commissions   Radio One  Stockholders
                                            ----------- ------------- ----------- ------------
Per Share..................................     $            $            $            $
Total......................................    $            $            $            $
Delivery of the shares of Class A Common Stock will be made on or about    ,
1999, against payment in immediately available funds.
 
  Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
 
Credit Suisse First Boston
             NationsBanc Montgomery Securities LLC
                          Bear, Stearns & Co. Inc.
                                                          Prudential Securities
 
                          Prospectus dated    , 1999.
[Map of Eastern U.S. with ROI radio station logos, call signs and frequencies.]
------------
                               TABLE OF CONTENTS
 
                                 ------------
Page
                                                                          ----
Prospectus Summary.......................................................   1
Risk Factors.............................................................   9
Use of Proceeds..........................................................  14
Dividend Policy..........................................................  14
Dilution.................................................................  15
Capitalization...........................................................  16
Recent and Pending Transactions..........................................  18
Unaudited Pro Forma Consolidated Financial Information...................  21
Selected Historical Consolidated Financial Data..........................  30
Management's Discussion and Analysis of Financial Condition and Results
 of Operations...........................................................  32
Page
                                                                            ----
Business...................................................................  41
Management.................................................................  69
Certain Relationships and Related Transactions.............................  73
Selling Stockholders.......................................................  75
Principal Stockholders.....................................................  75
Description of Capital Stock...............................................  77
Description of Indebtedness................................................  81
Shares Eligible for Future Sale............................................  83
Underwriting...............................................................  85
Notice to Canadian Residents...............................................  88
Legal Matters..............................................................  89
Experts....................................................................  89
Additional Information.....................................................  89
Index to Financial Statements.............................................. F-1
You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.
 
   Radio One's principal executive offices are located at 5900 Princess Garden
Parkway, 8th Floor, Lanham, MD 20706, and our telephone number is (301) 306-
1111. 
                                       i
PROSPECTUS SUMMARY
 
   In this prospectus, unless otherwise noted, the terms "Radio One," "we,"
"our" and "us" refer to Radio One, Inc. and our subsidiaries Radio One
Licenses, Inc., WYCB Acquisition Corporation, Broadcast Holdings, Inc., Bell
Broadcasting Company, Radio One of Detroit, Inc., Allur-Detroit, Inc., Allur
Licenses, Inc., Radio One of Atlanta, Inc., ROA Licenses, Inc., Dogwood
Communications, Inc. and Dogwood Licenses, Inc., from the time of their
respective acquisitions. This summary contains a general discussion of our
business, this offering and summary financial information. We encourage you to
read the entire prospectus for a more complete understanding of Radio One and
this offering. Except where otherwise noted, all share numbers and per share
data in this prospectus give effect to the capitalization transactions
described in "Capitalization."
 
                                RADIO ONE, INC.
 
Introduction
 
   Radio One was founded in 1980 and is the largest radio broadcasting company
in the United States primarily targeting African-Americans. After we complete
our pending acquisitions, we will own and operate 26 radio stations. Twenty-
five of these stations (eighteen FM and seven AM) are in nine of the top 20
African-American radio markets: Washington, D.C., Baltimore, Atlanta,
Philadelphia, Detroit, St. Louis, Cleveland, Richmond and an East Coast market.
Our strategy is to expand within our existing markets and into new markets that
have a significant African-American presence. We believe radio broadcasting
primarily targeting African-Americans has significant growth potential. We also
believe that we have a competitive advantage in the African-American market,
and the radio industry in general, due to our primary focus on urban formats,
our skill in programming and marketing these formats, and our turnaround
expertise.
 
   We have succeeded in increasing ratings, net broadcast revenue and broadcast
cash flow of all of the FM stations we have owned or managed for at least one
year. The radio station clusters that we owned as of December 31, 1998, were
ranked first or second in all of their markets in combined audience and revenue
share among radio stations primarily targeting African-Americans. Our net
broadcast revenue and broadcast cash flow have grown significantly on both a
total and same station basis:
 
  .  Net broadcast revenue grew at a compound annual rate of 60.2% from an
     actual $23.7 million in 1996 to $60.8 million in 1998, pro forma for
     completed transactions.
 
  .  Broadcast cash flow grew at a compound annual rate of 66.0% from an
     actual $9.8 million in 1996 to $27.0 million in 1998, pro forma for
     completed transactions.
 
  .  Same station net broadcast revenue and broadcast cash flow grew at
     average annual rates of 28.0% and 42.1%, respectively, from 1996 through
     1998, pro forma for Radio One of Atlanta, Inc., which was managed by us
     during this period.
 
  .  After-tax cash flow grew at a compound annual rate of 206.2% from an
     actual $0.8 million in 1996 to $7.5 million in 1998, pro forma for
     completed transactions.
 
   Radio One is led by our Chairperson and co-founder, Ms. Catherine L. Hughes,
and her son, Mr. Alfred C. Liggins, III, our Chief Executive Officer and
President, who together have over 40 years of operating experience in radio
broadcasting. Ms. Hughes, Mr. Liggins and our strong management team have
successfully implemented a strategy of acquiring and turning around
underperforming radio stations. We believe that we are well positioned to apply
our proven operating strategy to our recently or soon to be acquired stations
in Detroit, St. Louis, Cleveland, Richmond and an East Coast market, and to
other radio stations in existing and new markets as attractive acquisition
opportunities arise.
 
                                       1
The African-American Market Opportunity
 
     We believe that operating urban formatted radio stations primarily
  targeting African-Americans has significant growth potential for the
  following reasons:
 
  .  Rapid Population Growth. The African-American population is growing more
     quickly than the population as a whole, and is expected to exceed 40
     million by 2010. (Source: 1996 U.S. Census Bureau Current Population
     Report)
 
  .  Higher Income Growth. African-Americans' household income is increasing
     more quickly than the household income of the population as a whole, and
     is estimated to reach $533 billion, or 8.2% of total buying power, in
     1999. (Source: "African-American Buying Power by Place of Residence:
     1990-1999" Dr. Jeffrey M. Humphreys)
 
  .  Growth in Advertising Targeting the African-American Market. In a recent
     study, it was estimated that major national advertisers spent $881
     million on advertising targeting African-American consumers in 1997, up
     from $463 million in 1985. (Source: Target Market News - 1997)
 
  .  Urbanization of American Culture and Society. We believe that there is
     an ongoing "urbanization" of many facets of American society as
     evidenced by the influence of African-American culture in the areas of
     music, film, fashion, sports and urban-oriented television shows.
 
  .  Growing Popularity of Urban Formats. In 1998, urban formats were one of
     the top three formats in nine of the top ten radio markets nationwide
     and the top format in five of these markets. (Source: INTEREP, Research
     Division, 1998 Urban Radio Study)
 
  .  Concentrated Presence in Urban Markets. In 1996, approximately 58.0% of
     the African-American population was located in the top 30 African-
     American markets. (Source: BIA Fourth Edition 1998)
 
  .  Strong Audience Listenership and Loyalty. In 1996, African-Americans
     spent more time listening to radio broadcasts than did other segments of
     the population in the ten largest markets, and we believe African-
     Americans exhibit greater loyalty to radio stations that target the
     African-American community. (Source: INTEREP, Research Division, 1998
     Urban Radio Study)
 
                                       2
Radio One and Our Markets(/1/)
Pro Forma Radio One Data(/2/)                             Market Data(/3/)
                       ------------------------------------------------- ------------------------------------------------
                       Number of      African-American
                       Stations            Market        Entire Market                             1996 MSA Population
                       ---------     ------------------ ----------------                         ------------------------
                                                                                      Ranking by
                                                                         1998 Annual   Size of
                                                                            Radio      African-
                                      Audience  Revenue Audience Revenue   Revenue     American      Total      African-
Market                  FM   AM      Share Rank  Rank    Share    Share  ($ millions) Population (in millions) American %
------                 ---- ----     ---------- ------- -------- ------- ------------ ---------- ------------- ----------
Washington, D.C.......    2  2            1         1     12.0     9.5%     $257.0         3          4.2         27.2%
Detroit...............    2  2(/4/)       2         2      4.7     3.6       211.5         5          4.5         22.5
Philadelphia..........    1  --           2         2      3.3     2.2       249.1         6          4.9         19.9
Atlanta...............    2  --           2         3      6.3     4.6       257.7         7          3.6         25.7
Baltimore.............    2  2            1         1     17.0    19.1       100.2        11          2.5         26.0
St. Louis.............    1  --         n/a       n/a      n/a     n/a       114.4        16          2.6         17.2
Cleveland.............    1  1          n/a       n/a      n/a     n/a        97.0        17          2.1         18.7
Richmond..............    6  1          n/a       n/a      n/a     n/a        43.1        19          0.9         30.0
--------
(1) This table summarizes more detailed information provided under "Business."
    "n/a" means not applicable because we did not own or manage stations in
    these markets at the end of 1998. This table does not include information
    with respect to our pending acquisition of a radio station in an East Coast
    market.
(2) Audience Share Rank and Audience Share data are from the Fall 1998 Arbitron
    Survey. Revenue Rank and Revenue Share data are from Hungerford or Miller
    Kaplan, adjusted to include WYCB-AM, which does not report to Hungerford or
    Miller Kaplan.
(3) Annual Radio Revenue data are from Hungerford or Miller Kaplan. Population
    data are from BIA (Fourth Edition 1998).
(4) Includes WJZZ-AM, which is located in Kingsley, Michigan.
 
Acquisition Strategy
 
   Our acquisition strategy is to acquire and turn around underperforming radio
stations principally in the top 30 African-American markets. We consider
acquisitions in existing markets where expanded coverage is desirable and in
new markets where we believe it is advantageous to establish a presence. For
strategic reasons, or as a result of a station cluster purchase, we may also
acquire and operate stations with formats that target non-African-American
segments of the population.
 
Turnaround Expertise
 
   We typically enter a market by acquiring a station or stations that have
little or negative broadcast cash flow. Additional stations we have acquired in
existing markets have often been, in our opinion, substantially
underperforming. By implementing our operating strategy, we have succeeded in
increasing ratings, net broadcast revenue and broadcast cash flow of all the FM
stations we have owned or managed for at least one year. We have achieved these
improvements while operating against much larger competitors. Some of these
successful turnarounds are described below by market:
 
  .  Washington, D.C. In 1995, we acquired WKYS-FM for approximately $34.0
     million. At the time, WKYS-FM was ranked number 12 by Arbitron in the
     12-plus age demographic. Over a two-year period, we repositioned WKYS-
     FM, improved its programming and enhanced the station's community
     involvement and image. In the Fall 1998 Arbitron Survey, the station was
     ranked number one in the 18-34 age demographic (with a 10.2 share) and
     number two in the 12-plus age demographic (with a 5.4 share), behind two
     stations tied for number one (each with a 5.6 share).
 
    In 1987, we acquired WMMJ-FM for approximately $7.5 million. At the
    time, WMMJ-FM was being programmed in a general market Adult
    Contemporary format, and had a 1.2 share of the 12-plus age demographic.
    After extensive research, we changed the station's format, making WMMJ-
    FM the first FM radio station on the East Coast to introduce an Urban
    Adult Contemporary programming format. In the Fall 1998 Arbitron Survey,
    the station was ranked number three in the 25-54 age demographic (with a
    5.8 share) and number five in the 12-plus age demographic (with a 5.0
    share).
 
                                       3
.  Baltimore. In 1993, we acquired WERQ-FM and WOLB-AM (formerly WERQ-AM)
     for approximately $9.0 million. At the time, these stations had mediocre
     ratings. We converted WERQ-FM's programming to a more focused Young
     Urban Contemporary format and began aggressively marketing the station.
     WERQ-FM is now Baltimore's dominant station, ranked number one in the
     12-plus, 18-34 and 25-54 age demographics in the Fall 1998 Arbitron
     Survey, a position it first achieved in the Spring 1997 Arbitron Survey.
 
    In 1992, we acquired WWIN-FM and its sister station, WWIN-AM, for
    approximately $4.7 million. At the time, WWIN-FM was a distant second in
    ratings to its in-format direct competitor, WXYV-FM. We repositioned
    WWIN-FM towards the 25-54 age demographic, and in the Fall 1998 Arbitron
    Survey the station was ranked number two in that age demographic (with a
    7.5 share) behind two stations tied for number one (each with a 7.7
    share), including Radio One's WERQ-FM.
 
  .  Atlanta. In 1995, Radio One of Atlanta, Inc., then an affiliate of Radio
     One, acquired WHTA-FM (formerly WQUL-FM), a Class A radio station
     located approximately 40 miles from Atlanta, for approximately $5.0
     million. Prior to that acquisition, the previous owners, together with
     our management, upgraded and moved the station approximately 20 miles
     closer to Atlanta. The result was the introduction of a new, Young Urban
     Contemporary radio station in the Atlanta market. The station's ratings
     increased quickly to an approximate 5.0 share in the 12-plus age
     demographic. In the Fall 1998 Arbitron Survey, the station was ranked
     number four in the 18-34 age demographic (with an 8.3 share).
 
  .  Philadelphia. In 1997, we acquired WPHI-FM (formerly WDRE-FM) for
     approximately $20.0 million. At the time, WDRE-FM was being programmed
     in a Modern Rock format and had a 2.0 share in the 12-plus age
     demographic. We changed the station's format to Young Urban Contemporary
     and, in the Fall 1998 Arbitron Survey, the station was ranked number 14
     in the 12-plus age demographic (with a 3.3 share) and number five in the
     18-34 age demographic (with a 6.0 share).
 
Operating Strategy
 
   In order to maximize net broadcast revenue and broadcast cash flow at our
radio stations, we strive to achieve the largest audience share of African-
American listeners in each market, convert these audience share ratings to
advertising revenue, and control operating expenses.
 
                                       4
Recent and Pending Acquisitions
 
   We have acquired or agreed to acquire 18 radio stations since January 1,
1998. These acquisitions diversify our net broadcast revenue, broadcast cash
flow and asset bases and increase the number of top 20 African-American markets
in which we operate from three to nine. The table below sets forth information
regarding each of our recently completed or pending acquisitions as of March
31, 1999.
No. of                Approximate
Market                   Stations Call Letters Purchase Price       Date Completed
------                   -------- ------------ --------------       --------------
                                               (in millions)
Completed Transactions
  Washington, D.C.
   (Broadcast Holdings,
   Inc.)................     1      WYCB-AM        $  3.8                3/98
  Detroit/Kingsley (Bell
   Broadcasting
   Company).............     3      WDTJ-FM          34.2                6/98
                                    WCHB-AM
                                    WJZZ-AM
  Detroit (Allur-
   Detroit, Inc.).......     1      WWBR-FM          26.5               12/98
  Atlanta (Radio One of
   Atlanta, Inc. and
   Dogwood
   Communications,
   Inc.)................     2      WHTA-FM          (1)                 3/99
                                    WAMJ-FM
                           ---                     ------
    Subtotal............     7                       64.5(/2/)
                           ---                     ------
Pending Transactions
  St. Louis.............     1      WFUN-FM          13.6                 --
  Cleveland.............     2      WENZ-FM          20.0                 --
                                    WERE-AM
  Richmond I............     1      WDYL-FM           4.6                 --
  Richmond II...........     2      WKJS-FM          12.0                 --
                                    WSOJ-FM
  Richmond III..........     4      WJRV-FM          34.0                 --
                                    WCDX-FM
                                    WPLZ-FM
                                    WGCV-AM
  East Coast market.....     1          --            --                  --
                           ---                     ------
    Subtotal............    11                       84.2(/3/)
                           ---                     ------
      Total.............    18                     $148.7(/2/)(/3/)
                           ===                     ======
--------
(1) Radio One issued        shares of our Common Stock and assumed
    approximately $16.3 million of net debt in this transaction.
(2) Excludes Radio One of Atlanta, Inc. and Dogwood Communications, Inc.
(3)  Excludes our pending acquisistion in an East Coast market.
 
                    Preferred Stock Offering and Redemption
 
   Concurrent with this offering, we intend to sell $50.0 million of   % New
Preferred Stock. The Preferred Stock Offering is being made by a separate
prospectus. We intend to use the proceeds of the Preferred Stock Offering to
redeem all of our outstanding Senior Preferred Stock and to reduce outstanding
amounts under our Bank Credit Facility.
 
                                       5
The Offering
 
Class A Common Stock offered(/1/)...      shares by Radio One
                                          shares by the selling stockholders
                                      -----
                                          shares of Class A Common Stock
                                      -----
                                      -----
 
Common Stock to be outstanding
after this offering(/1/)(/2/).......
                                          shares of Class A Common Stock
                                          shares of Class B Common Stock
                                          shares of Class C Common Stock
                                      -----
                                          shares of Common Stock
                                      -----
                                      -----
 
Voting Rights.......................  Holders of Class A Common Stock are
                                      entitled to one vote per share and are
                                      entitled to elect two independent
                                      directors. Holders of Class B Common
                                      Stock are entitled to ten votes per
                                      share. Holders of Class C Common Stock do
                                      not have voting rights, except as
                                      required by law.
 
Other Rights........................  Except as to voting and conversion
                                      rights, each class of Common Stock has
                                      the same rights.
 
Use of Proceeds.....................  Radio One intends to use the net proceeds
                                      of this offering and the Preferred Stock
                                      Offering to:
 
                                      .  repay amounts borrowed under our Bank
                                         Credit Facility;
 
                                      .  repay amounts borrowed to fund our
                                         acquisition of WYCB-AM in Washington,
                                         D.C.;
 
                                      .  redeem our Senior Preferred Stock; and
 
                                      .  increase our working capital.
 
Proposed NASDAQ Symbol..............  ROIA
 
--------
(1) Excludes       shares of Class A Common Stock that may be issued to cover
    over-allotments of shares.
(2) Excludes       shares of Class A Common Stock issuable upon exercise of
    stock options with a weighted average price of $      per share.
 
                                       6
Summary Historical and Pro Forma Consolidated Financial Data
 
   The following table contains summary historical financial information
derived from the audited consolidated financial statements of Radio One. The
table also contains summary unaudited pro forma financial information derived
from the unaudited pro forma financial information set forth under "Unaudited
Pro Forma Consolidated Financial Information." The summary unaudited pro forma
consolidated financial information does not purport to represent what our
results of operations or financial condition would actually have been had the
transactions described below occurred on the dates indicated or to project our
results of operations or financial condition for any future period or date. The
summary financial data set forth in the following table should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," "Unaudited Pro Forma Consolidated Financial
Information" and the consolidated financial statements of Radio One included
elsewhere in this prospectus.
Fiscal Year Ended December 31,
                          ---------------------------------------------------
                                   Historical              1998 Pro Forma
                          ----------------------------- ---------------------
                                                         Completed      As
                            1996      1997      1998    Transactions Adjusted
                          --------- --------- --------- ------------ --------
                          (audited) (audited) (audited)      (unaudited)
                                 (in thousands, except per share data)
Statement of Operations:
Net broadcast revenue....  $23,702   $32,367   $46,109    $ 60,828   $ 73,309
Station operating ex-
 penses..................   13,927    18,848    24,501      34,118     42,403
Corporate expenses.......    1,793     2,155     2,800       3,213      3,213
Depreciation and amorti-
 zation..................    4,262     5,828     8,445      15,570     21,577
                           -------   -------   -------    --------   --------
  Operating income.......    3,720     5,536    10,363       7,927      6,116
Interest expense.........    7,252     8,910    11,455      16,603
Other income (expense),
 net.....................      (77)      415       358         329
Income tax benefit (ex-
 pense)..................      --        --      1,575       2,480
                           -------   -------   -------    --------   --------
  Income (loss) before
   extraordinary item....  $(3,609)  $(2,959)  $   841    $ (5,867)  $
                           =======   =======   =======    ========   ========
Earnings per common
 share:
  Basic..................  $         $         $          $          $
  Diluted................
Weighted average common
 shares outstanding:
  Basic..................
  Diluted................
Other Data:
Broadcast cash flow......  $ 9,775   $13,519   $21,608    $ 27,004   $ 31,200
Broadcast cash flow mar-
 gin.....................     41.2%     41.8%     46.9%       44.4%      42.6%
EBITDA (before non-cash
 compensation expense)...  $ 7,982   $11,364   $18,808    $ 23,791   $ 27,987
After-tax cash flow......      806     2,869     7,248       7,517
Cash interest expense....    4,815     4,413     7,192      12,340
Capital expenditures.....      252     2,035     2,236       3,921
Ratio of earnings to fixed charges*......................................    x
Ratio of total debt to EBITDA (before non-cash compensation expense) ....    x
Ratio of EBITDA (before non-cash compensation expense) to interest ex-
 pense ..................................................................    x
Ratio of EBITDA (before non-cash compensation expense) to cash interest
 expense ................................................................    x
Balance Sheet Data (at period end):
Cash and cash equivalents............................ $  4,455  $  1,466 $
Intangible assets, net...............................  127,639   176,786
Total assets.........................................  153,856   204,717
Total debt (including current portion and deferred
 interest)...........................................  131,739   148,176
Preferred stock......................................   26,684    26,684
Total stockholders' equity (deficit).................  (24,859)    8,376
--------
* Earnings were insufficient to cover fixed charges for the fiscal years ended
  December 31, 1996, 1997 and 1998 by approximately $3.6 million, $3.0 million,
  and $734,000, respectively, and on a pro forma as adjusted basis for the year
  ended December 31, 1998 by approximately $   million.
 
                                       7
.  The pro forma amounts for the year ended December 31, 1998, in the
     column "Completed Transactions" are adjusted to give effect to the
     following acquisitions as if they had occurred as of the beginning of
     the period:
 
    -- Bell Broadcasting Company;
 
    -- Allur-Detroit, Inc.;
 
    -- Radio One of Atlanta, Inc.; and
 
    -- Dogwood Communications, Inc. (by Radio One of Atlanta, Inc.).
 
  .  The pro forma amounts for the year ended December 31, 1998, in the
     column "As Adjusted" are adjusted to give effect to the completed
     transactions described above and the following pending acquisitions and
     other transactions as if they had occurred as of the beginning of the
     period:
 
    -- the pending acquisitions:
 
      .  assets of WFUN-FM in St. Louis (pro forma balance sheet only);
 
      .  WENZ-FM and WERE-AM in Cleveland;
 
      .  WDYL-FM in Richmond;
 
      .  WKJS-FM and WSOJ-FM in Richmond;
 
      .  WJRV-FM, WCDX-FM, WPLZ-FM and WGCV-AM in Richmond; and
 
      .  a radio station in an East Coast market.
 
    -- this offering;
 
    -- the Preferred Stock Offering;
 
    -- the redemption of our Senior Preferred Stock; and
 
    -- the repayment of debt.
 
  .  The pro forma balance sheet data are adjusted to give effect to the
     transactions described above as if they had occurred on December 31,
     1998.
 
                                       8
RISK FACTORS
 
   You should carefully consider the following factors and other information in
this prospectus before deciding to invest in shares of Class A Common Stock of
Radio One.
 
Substantial Leverage - Our substantial level of indebtedness could adversely
affect us.
 
   As of December 31, 1998, on a pro forma basis after giving effect to the
transactions described under "Unaudited Pro Forma Consolidated Financial
Information," we would have had outstanding total debt of $    million
(including $    million bearing interest at variable rates), New Preferred
Stock with an aggregate liquidation preference of $50 million and stockholders'
equity of $    million.
 
   Our substantial level of indebtedness could adversely affect us for various
reasons, including limiting our ability to:
 
  .  obtain additional financing for working capital, capital expenditures,
     acquisitions, debt service requirements or other corporate purposes;
 
  .  have sufficient funds available for operations, future business
     opportunities or other purposes;
 
  .  compete with competitors who are less leveraged than we are; and
 
  .  react to changing market conditions, changes in our industry and
     economic downturns.
 
Restrictions Imposed by Terms of Indebtedness - The terms of our indebtedness
restrict us from engaging in many activities and require us to satisfy various
financial tests.
 
   Our Bank Credit Facility and the agreements governing our other outstanding
debt and New Preferred Stock contain covenants that restrict, among other
things, our ability to incur additional debt, pay cash dividends, purchase our
capital stock, make capital expenditures, make investments or other restricted
payments, swap or sell assets, engage in transactions with affiliates, create
liens securing non-senior debt or merge, consolidate or sell all or
substantially all of our assets.
 
   Our Bank Credit Facility also requires us to get our banks' consent before
we make acquisitions. This restriction may make it more difficult to pursue our
acquisition strategy. Our Bank Credit Facility also requires us to maintain
specific financial ratios. Events beyond our control could affect our ability
to meet those financial ratios, and we cannot assure you that we will meet
them.
 
   All of the loans under our Bank Credit Facility are due on December 31,
2003. A breach of any of the covenants contained in our Bank Credit Facility
could allow our lenders to declare all amounts outstanding under the Bank
Credit Facility to be immediately due and payable. In addition, our lenders
could proceed against the collateral granted to them to secure that
indebtedness. If the amounts outstanding under the Bank Credit Facility are
accelerated, we cannot assure you that our assets will be sufficient to repay
in full the money owed to the banks or to our other debt holders.
 
History of Net Losses - We have a history of losses and may have losses in the
future.
 
   Prior to 1998, we experienced net losses in most years and, after giving
effect to the transactions described under "Unaudited Pro Forma Consolidated
Financial Information," as if they had occurred on January 1, 1998, we had net
losses of $    million for the year ended December 31, 1998, on a pro forma as
adjusted basis.
 
   The primary reasons for these losses are significant charges for
depreciation and amortization relating to the acquisition of radio stations and
interest charges on our outstanding debt. If we acquire additional stations,
these charges will probably increase.
 
 
                                       9
Dependence on Key Personnel - We are dependent on certain key personnel to
operate our growing business.
 
   Our business depends upon the continued efforts, abilities and expertise of
our executive officers and other key employees. We intend to enter into
employment agreements with several of our key employees, including Ms.
Catherine L. Hughes, Mr. Alfred C. Liggins, III, and other executive officers.
We believe that the loss of any of these individuals could have a material
adverse effect on us.
 
Competition - We operate in a highly competitive industry. Our competition
comes from other stations and other media.
 
   Our stations compete for audiences and advertising revenue with other radio
stations and with other media such as television, newspapers, direct mail and
outdoor advertising. Audience ratings and advertising revenue are subject to
change and any adverse change in a market could adversely affect our net
broadcast revenue in that market. If a competing station converts to a format
similar to that of one of our stations, or if one of our competitors
strengthens its operations, our stations could suffer a reduction in ratings
and advertising revenue. Other radio companies which are larger and have more
resources may also enter markets in which we operate. Although we believe our
stations are well positioned to compete, we cannot assure you that our stations
will maintain or increase their current ratings or advertising revenue.
 
Risks of Acquisition Strategy - Many factors will affect our ability to execute
our acquisition strategy.
 
   We intend to grow by acquiring radio stations primarily in top 30 African-
American markets. We cannot assure you that our acquisition strategy will be
successful due to the following risks, including:
 
  .  We cannot assure you that our pending acquisitions will be consummated;
 
  .  Acquired stations may not increase our broadcast cash flow or yield
     other anticipated benefits;
 
  .  Required regulatory approvals may result in unanticipated delays in
     completing acquisitions;
 
  .  We may have difficulty integrating the operations, systems and
     management of our acquired stations;
 
  .  Our acquisition strategy may divert management's attention from other
     business concerns;
 
  .  We may lose key employees of acquired stations;
 
  .  We may be required to raise additional financing and our ability to do
     so is limited by the terms of our debt instruments; and
 
  .  We may not be able to acquire additional stations on attractive terms
     due to increased competition for acquisition opportunities.
 
Controlling Stockholders - Two stockholders have a majority interest in Radio
One and have the power to control matters on which Radio One's stockholders may
vote.
 
   Upon completion of this offering, Ms. Catherine L. Hughes and her son, Mr.
Alfred C. Liggins, III, will collectively hold approximately    percent
(  percent if the underwriters exercise their over-allotment option) of the
outstanding voting power of Radio One's Common Stock. As a result, Ms. Hughes
and Mr. Liggins will control most decisions involving Radio One, including
transactions involving a change of control of Radio One, such as a sale or
merger. In addition, certain covenants in Radio One's debt instruments require
that Ms. Hughes and Mr. Liggins maintain specified ownership and voting
interests in Radio One, and prohibit other parties' voting interests from
exceeding specified amounts. Ms. Hughes and Mr. Liggins have agreed to vote
their shares together in elections to the Board of Directors.
 
 
                                       10
Technology Changes, New Services and Evolving Standards - We must respond to
the rapid changes in technology, services and standards which characterize our
industry in order to remain competitive.
 
   The radio broadcasting industry is subject to rapid technological change,
evolving industry standards and the emergence of new media technologies.
Several new media technologies are being developed, including the following:
 
  .  Audio programming by cable television systems, direct broadcast
     satellite systems, Internet content providers and other digital audio
     broadcast formats;
 
  .  Satellite digital audio radio service, which could result in the
     introduction of several new satellite radio services with sound quality
     equivalent to that of compact discs; and
 
  .  In-band on-channel digital radio, which could provide multi-channel,
     multi-format digital radio services in the same bandwidth currently
     occupied by traditional AM and FM radio services.
 
   We recently entered into a programming agreement with a satellite digital
audio radio service and have also invested in a developer of digital audio
broadcast technology. However, we cannot assure you that these arrangements
will be successful or enable us to adapt effectively to these new media
technologies. We also cannot assure you that we will continue to have the
resources to acquire other new technologies or to introduce new services that
could compete with other new technologies.
 
Importance of the Washington, D.C. and Baltimore Markets - A large portion of
our net broadcast revenue and broadcast cash flow comes from these markets.
 
   Based upon the stations we owned or managed at the end of 1998, our radio
stations in Washington, D.C. and Baltimore collectively accounted for 62.9% and
70.4% of our net broadcast revenue and broadcast cash flow, respectively, for
the year ended December 31, 1998, on a pro forma basis, after giving effect to
the completed transactions described under "Unaudited Consolidated Pro Forma
Financial Information." A significant decline in net broadcast revenue or
broadcast cash flow from our stations in these markets could have a material
adverse effect on our financial position and results of operations.
 
Government Regulation - Our business depends on maintaining our licenses with
the FCC. We cannot assure you that we will be able to maintain these licenses.
 
   Radio broadcasters depend upon maintaining radio broadcasting licenses
issued by the FCC. These licenses are ordinarily issued for a maximum term of
eight years and may be renewed. Our radio broadcasting licenses expire at
various times from October 1, 2003 to August 1, 2006. Although we may apply to
renew our FCC licenses, interested third parties may challenge our renewal
applications. In addition, if Radio One or any of our stockholders, officers,
or directors violates the FCC's rules and regulations or the Communications Act
of 1934, as amended, or is convicted of a felony, the FCC may commence a
proceeding to impose sanctions upon us. Examples of possible sanctions include
the imposition of fines; the revocation of our broadcast licenses; or the
renewal of one or more of our broadcasting licenses for a term of fewer than
eight years. If the FCC were to issue an order denying a license renewal
application or revoking a license, we would be required to cease operating the
radio station covered by the license only after we had exhausted administrative
review without success.
 
   The radio broadcasting industry is subject to extensive and changing federal
regulation. Among other things, the Communications Act and FCC rules and
policies limit the number of broadcasting properties that any person or entity
may own (directly or by attribution) in any market and require FCC approval for
transfers of control and assignments. The filing of petitions or complaints
against Radio One or any FCC licensee from which we are acquiring a station
could result in the FCC delaying the grant of, or refusing to grant or imposing
conditions on its consent to the assignment or transfer of licenses. The
Communications Act and FCC rules also impose limitations on non-U.S. ownership
and voting of the capital stock of Radio One.
 
                                       11
Antitrust Matters - Our growth strategy may be adversely affected by future
legal and regulatory changes. We may have difficulty obtaining regulatory
approval for our acquisitions.
 
   An important part of our growth strategy is the acquisition of additional
radio stations. After the passage of the Telecommunications Act of 1996, the
U.S. Department of Justice has become more aggressive in reviewing proposed
acquisitions of radio stations and radio station networks. The Justice
Department is particularly aggressive when the proposed buyer already owns one
or more radio stations in the market of the station it is seeking to buy.
Recently, the Justice Department has challenged a number of radio broadcasting
transactions. Some of those challenges ultimately resulted in consent decrees
requiring, among other things, divestitures of certain stations. In general,
the Justice Department has more closely scrutinized radio broadcasting
acquisitions that result in local market shares in excess of 40% of radio
advertising revenue. Similarly, the FCC has announced new procedures to review
proposed radio broadcasting transactions even if the proposed acquisition
otherwise complies with the FCC's ownership limitations. In particular, the FCC
may invite public comment on proposed radio transactions that the FCC believes,
based on its initial analysis, may present ownership concentration concerns in
a particular local radio market.
 
Dilution - New investors will incur immediate and substantial dilution.
 
   Based upon an assumed public offering price of $    per share, stock
purchased in this offering will incur immediate and substantial dilution in net
tangible book value of $    per share (or $    per share if the over-allotment
option is exercised in full).
 
Shares of Common Stock Eligible for Future Sale - Future sales by existing
stockholders could depress the market price of Class A Common Stock.
 
   Immediately after this offering, the public market for the Common Stock will
include only the     shares that we and the selling stockholders are selling in
this offering. At that time, there will be an additional          shares of
Common Stock outstanding. The shares held by our existing stockholders are
subject to "lock-up" agreements that prohibit such existing stockholders from
selling their shares of Common Stock in the public market for 180 days after
the date of this prospectus (or earlier with the consent of Credit Suisse First
Boston Corporation in its sole discretion). When the 180-day "lock-up" period
expires, our existing stockholders will be able to sell their shares in the
public market, subject to certain legal restrictions. If our existing
stockholders sell a large number of shares, the market price of shares of
Common Stock could decline dramatically. Moreover, the perception in the public
market that these stockholders might sell shares of Common Stock could depress
the market price of the Common Stock. Furthermore, our existing stockholders
have the right to require us to register their shares, which may facilitate
their sale of shares in the public market.
 
No Prior Public Market for the Class A Common Stock - Investors will be subject
to market risks typically associated with initial public offerings.
 
   Prior to this offering, there has been no public market for the Class A
Common Stock. We have applied to list the Class A Common Stock for trading on
the Nasdaq's National Market. After this offering, an active trading market
might not develop or continue. If you purchase shares of Class A Common Stock
in this offering, you will pay a price that was not established in a
competitive market. Rather, you will pay a price that we negotiated with our
underwriters and the selling stockholders. The price of the Class A Common
Stock that will prevail in the market after this offering may be higher or
lower than the price you pay. For a description of the factors we will consider
in negotiating the public offering price, see "Underwriting."
 
Year 2000 - Computer programs and microprocessors that have date sensitive
software may recognize a date using "00" as year 1900 rather than 2000, or not
recognize the date at all, which could result in major system failures or
miscalculations.
 
   We rely, directly and indirectly, on information technology systems to
operate our radio stations, provide our radio stations with up-to-date news and
perform a variety of administrative services, including accounting,
 
                                       12
financial reporting, advertiser spot scheduling, payroll and invoicing. We also
use non-information technology systems, such as microchips, for dating and
other automated functions. We are in the process of assessing and remediating
potential risks to our business related to the Year 2000 problem. Although we
believe that, as a result of these efforts, our critical systems are or will be
substantially Year 2000 ready, we cannot assure you that this will be the case.
One of our greatest potential Year 2000 risks may be that third parties with
whom we deal will fail to be Year 2000 ready. For example, our business may be
adversely affected if our programming suppliers or key advertisers experience
significant disruptions in their businesses because of the Year 2000 problem.
 
              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
   This prospectus contains forward-looking statements that have been made
pursuant to the provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are not historical facts, but rather are
based on our current expectations, estimates and projections about Radio One's
industry, our beliefs and assumptions. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates" and similar expressions
are intended to identify forward-looking statements. These statements are not
guarantees of future performance and are subject to certain risks,
uncertainties and other factors, some of which are beyond our control, are
difficult to predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements. These risks
and uncertainties are described in "Risk Factors" and elsewhere in this
prospectus. We caution you not to place undue reliance on these forward-looking
statements, which reflect our management's view only as of the date of this
prospectus. We are not obligated to update these statements or publicly release
the result of any revisions to them to reflect events or circumstances after
the date of this prospectus or to reflect the occurrence of unanticipated
events.
 
                                       13
USE OF PROCEEDS
 
   The net proceeds from this offering to Radio One (after deducting
underwriting discounts and commissions and estimated offering expenses), based
on the assumed initial public offering price of $    per share, are estimated
to be approximately $      million ($    million if the underwriters' over-
allotment option is exercised in full). The net proceeds from this offering,
together with the net proceeds from the Preferred Stock Offering, will be used
as set forth below. Pending such uses, the net proceeds from this offering may
be temporarily invested in short-term, interest-bearing, investment-grade
securities. The following table sets forth the estimated sources and uses of
funds for the transactions described above as of    , 1999:
Amount
                                                                --------------
                                                                (in thousands)
Sources:
       Net proceeds from this offering.........................     $
       Net proceeds from the Preferred Stock Offering..........
                                                                    -----
         Total sources.........................................     $
                                                                    =====
     Uses:
       Repayment of amounts borrowed under the Bank Credit
        Facility...............................................     $
       Repayment of WYCB acquisition loan......................
       Redemption of Senior Preferred Stock....................
       Increase in working capital.............................
                                                                    -----
         Total uses............................................     $
                                                                    =====
Radio One will not receive any proceeds from Class A Common Stock sold by
the selling stockholders.
 
                                DIVIDEND POLICY
 
   We intend to retain future earnings for use in our business and do not
anticipate declaring or paying any cash or stock dividends on shares of our
Common Stock in the foreseeable future. In addition, any determination to
declare and pay dividends will be made by our Board of Directors in light of
our earnings, financial position, capital requirements, the Bank Credit
Facility, the Indenture and the terms of the New Preferred Stock, and such
other factors as the Board of Directors deems relevant. See "Description of
Indebtedness" and "Description of Capital Stock."
 
                                      14
DILUTION
 
   Purchasers of the Class A Common Stock offered by this prospectus will
suffer an immediate and substantial dilution in net tangible book value per
share. Dilution is the amount by which the initial public offering price paid
by the purchasers of the shares of Class A Common Stock will exceed the net
tangible book value per share of Common Stock after the offering. The net
tangible book value per share of Common Stock is determined by subtracting
total liabilities from the total book value of the tangible assets and dividing
the difference by the number of shares of Common Stock deemed to be outstanding
on the date the book value is determined. As of December 31, 1998, Radio One
had a pro forma negative tangible book value of $      or $    per share after
giving effect to the completed and pending acquisitions and capital
transactions described under "Capitalization," excluding this offering.
Assuming the sale of       shares at an initial public offering price of
$         per share and deducting underwriters' discounts and commissions and
estimated offering expenses, Radio One's pro forma tangible book value as of
December 31, 1998 would have been a negative $      or $      per share. This
represents an immediate increase in pro forma net tangible book value to
existing stockholders of $      per share and an immediate dilution to new
investors of $      per share. The following table illustrates this per share
dilution:
Per
                                                                         Share
                                                                         -----
Assumed initial public offering price...........................      $
                                                                         ----
     Pro forma net negative tangible book value before this
      offering..................................................... $
                                                                    ----
     Increase in net tangible book value per share attributable to
      this offering................................................
                                                                    ----
   Pro forma net tangible book value after this offering...........
                                                                         ----
   Dilution to new investors.......................................      $
                                                                         ====
The following table summarizes, on a pro forma as adjusted basis as of
December 31, 1998, the number of shares of Common Stock purchased from Radio
One, the estimated value of the total consideration paid for or attributed to
such Common Stock, and the average price per share paid by or attributable to
existing stockholders and the new investors purchasing shares in this offering
at an assumed initial offering price of $      per share.
Average
                                             Shares of                    Price
                                               Common                      Per
                                               Stock          Total       Share
                                             Purchased    Consideration    of
                                           -------------- -------------- Common
                                           Number Percent Amount Percent  Stock
                                           ------ ------- ------ ------- -------
Existing stockholders.....................              % $            %  $
New investors.............................
                                            ----   -----  -----   -----
  Total...................................         100.0% $       100.0%
                                            ====   =====  =====   =====
As of      , 1999 there were outstanding options to purchase an additional
      shares of Class A Common Stock at an exercise price of $      per share.
To the extent these options are exercised, there may be further dilution to new
investors.
 
                                       15
CAPITALIZATION
 
   The table below sets forth our capitalization as of December 31, 1998, on an
actual basis, on a pro forma basis giving effect to the acquisitions identified
in the first bullet below, and on a pro forma as adjusted basis giving effect
to those acquisitions and the transactions identified in the second bullet
below. The actual amounts give effect to the following 1999 capital
transactions as if they had occurred as of December 31, 1998: the         for
one stock split of Common Stock, the exchange of certain shares of Class A
Common Stock for shares of Class B and Class C Common Stock, the issuance of
       shares of Class A Common Stock upon the exercise of the Warrants, and
the issuance of       shares of Class C Common Stock to employees.
 
   .  The column "Pro forma for Completed and Pending Transactions" gives
effect to the acquisition of:
 
    -- Radio One of Atlanta, Inc. ("ROA");
    -- Dogwood Communications, Inc. ("Dogwood") by ROA;
    -- the assets of WFUN-FM in St. Louis;
    -- WENZ-FM and WERE-AM in Cleveland;
    -- WDYL-FM in Richmond ("Richmond I");
    -- WKJS-FM and WSOJ-FM in Richmond ("Richmond II");
    -- WJRV-FM, WCDX-FM, WPLZ-FM and WGCV-AM in Richmond ("Richmond III");
       and
    -- a radio station in an East Coast market.
 
   .  The column "Pro Forma as Adjusted" gives effect to:
 
    -- the above transactions;
    -- this offering;
    -- the offering (the "Preferred Stock Offering") of $50.0 million of   %
       senior cumulative exchangeable preferred stock due    (the "New
       Preferred Stock");
    -- the redemption of the Senior Preferred Stock; and
    -- the repayment of debt.
 
                                       16
The information in this table should be read in conjunction with "Use of
Proceeds," "Unaudited Pro Forma Consolidated Financial Information,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements included elsewhere in
this prospectus.
As of December 31, 1998
                                              -----------------------------------
                                                          Pro Forma
                                                             for
                                                          Completed
                                                         and Pending   Pro Forma
                                               Actual    Transactions as Adjusted
                                              ---------  ------------ -----------
                                              (audited)  (unaudited)  (unaudited)
                                                        (in thousands)
Cash and cash equivalents................  $  4,455      (92,734)     $
                                              ========     ========      ====
   Long-term debt (including current
    portion):
     Bank Credit Facility...................  $ 49,350     $ 65,787      $
     12% Senior Subordinated Notes due May
      15, 2004..............................    78,458       78,458
     WYCB acquisition debt..................     3,841        3,841
     Other long-term debt...................        90           90
                                              --------     --------      ----
       Total debt...........................   131,739      148,176
                                              --------     --------      ----
   Senior Cumulative Redeemable Preferred
    Stock:
     Series A, $0.01 par value, 140,000
      shares authorized,
      84,843 shares, 84,843 shares, and no
      shares issued and outstanding.........    10,816       10,816       --
     Series B, $0.01 par value, 150,000
      shares authorized,
      124,467 shares, 124,467 shares, and no
      shares issued and outstanding.........    15,868       15,868       --
     Series C, $0.01 par value,
      shares authorized,
      no shares, no shares and      shares
      issued and outstanding................       --           --
                                              --------     --------      ----
   Stockholders' equity (deficit):
     Class A Common Stock, $0.01 par value,
             shares authorized,
      shares,       shares and
      shares, issued and outstanding........       --           --
     Class B Common Stock, $0.01 par value,
             shares authorized,     shares,
         shares, and     shares, issued and
      outstanding...........................       --           --
     Class C Common Stock, $0.01 par value,
            shares authorized,       shares,
            shares and       shares issued
      and outstanding.......................       --           --
     Additional paid-in capital.............       --           --
     Accumulated equity (deficit)...........   (24,859)       8,376
                                              --------     --------      ----
       Total stockholders' equity
        (deficit)...........................   (24,859)       8,376
                                              --------     --------      ----
         Total capitalization...............  $133,564     $183,236      $
                                              ========     ========      ====
17
RECENT AND PENDING TRANSACTIONS
 
ACQUISITIONS
 
   We have acquired or agreed to acquire 18 radio stations since January 1,
1998. These acquisitions diversify our net broadcast revenue, broadcast cash
flow and asset bases and increase the number of top 20 African-American markets
in which we operate from three to nine. See "Business" for a more detailed
description of the following transactions.
 
   The table below sets forth information regarding each of the recently
completed or pending acquisitions as of March 31, 1999.
No. of                Approximate           Date
   Market                    Stations Call Letters Purchase Price       Completed
   ------                    -------- ------------ --------------       ---------
                                                   (in millions)
Completed Transactions
     Washington, D.C.
      (Broadcast Holdings,
      Inc.)................      1      WYCB-AM        $  3.8              3/98
     Detroit/Kingsley (Bell
      Broadcasting
      Company).............      3      WDTJ-FM          34.2              6/98
                                        WCHB-AM
                                        WJZZ-AM
     Detroit (Allur-
      Detroit, Inc.).......      1      WWBR-FM          26.5             12/98
     Atlanta (Radio One of
      Atlanta, Inc. and
      Dogwood
      Communications,
      Inc.)................      2      WHTA-FM          (1)               3/99
                                        WAMJ-FM
                               ---                     ------
     Subtotal..............      7                       64.5(/2/)
                               ---                     ------
   Pending Transactions
 
     St. Louis.............      1      WFUN-FM          13.6               --
     Cleveland.............      2      WENZ-FM          20.0               --
                                        WERE-AM
     Richmond I............      1      WDYL-FM           4.6               --
     Richmond II...........      2      WKJS-FM          12.0               --
                                        WSOJ-FM
     Richmond III..........      4      WJRV-FM          34.0               --
                                        WCDX-FM
                                        WPLZ-FM
                                        WGCV-AM
     East Coast market.....      1          --          --                  --
                               ---                     ------
     Subtotal..............     11                       84.2(/3/)
                               ---                     ------
     Total.................     18                     $148.7(/2/)(/3/)
                               ===                     ======
--------
(1) Radio One issued       shares of our Common Stock and assumed $16.3 million
    of net debt in this transaction.
(2) Excludes Radio One of Atlanta, Inc. and Dogwood Communications, Inc.
(3)  Excludes our pending acquisition in an East Coast market.
 
 Completed Transactions
 
  Washington, D.C.--WYCB-AM Acquisition
 
   On March, 16, 1998, Radio One acquired, through an Unrestricted Subsidiary,
Broadcast Holdings, Inc. ("BHI"), the owner of WYCB-AM, for approximately $3.8
million. Following this acquisition, we integrated the operations of WYCB-AM
into our existing radio station operations in Washington, D.C.
 
  Detroit--Bell Broadcasting Acquisition
 
   On June 30, 1998, Radio One acquired Bell Broadcasting Company ("Bell
Broadcasting") for approximately $34.2 million in cash. Bell Broadcasting owns
three radio stations, WDTJ-FM (formerly WCHB-FM) and WCHB-AM, located in the
Detroit, Michigan market, and WJZZ-AM, located in Kingsley, Michigan.
 
                                       18
Detroit--Allur-Detroit Acquisition
 
   On December 28, 1998, Radio One acquired Allur-Detroit, Inc. ("Allur-
Detroit"), owner of WWBR-FM, for approximately $26.5 million in cash. Allur-
Detroit's stockholders included Syndicated Communications Venture Partners II,
L.P. ("Syncom Venture Partners"), which is an affiliate of one of Radio One's
stockholders, Syncom Capital Corporation ("Syncom").
 
  Atlanta--Radio One of Atlanta and Dogwood Communications Acquisitions
 
   On March   , 1999, Radio One acquired Radio One of Atlanta, Inc. ("ROA"), an
affiliate of Radio One, for      shares of Radio One Common Stock. Radio One
also assumed and retired approximately $16.3 million of net indebtedness of ROA
and Dogwood. At the time, ROA owned approximately 33% of Dogwood. On March   ,
1999, Radio One acquired the remaining approximate 67% of Dogwood for
$3.6 million. Founded in 1995, ROA owns and operates WHTA-FM. Dogwood owns
WAMJ-FM which, prior to ROA's acquisition of 100% of Dogwood, ROA operated
under a local marketing agreement ("LMA"). Upon the completion of these
acquisitions, ROA became a wholly owned subsidiary of Radio One, and Dogwood
became a wholly owned subsidiary of ROA. See "Certain Relationships and Related
Transactions."
 
 Pending Transactions
 
  St. Louis--WFUN-FM Acquisition
 
   On November 23, 1998, Radio One entered into an asset purchase agreement to
acquire the assets of WFUN-FM, licensed to Bethalto, Illinois, for
approximately $13.6 million in cash. We expect to move WFUN-FM to a broadcast
tower site closer to downtown St. Louis, reformat the station and upgrade its
signal from 6 kW to 25 kW. We expect this acquisition to close during the
second quarter of 1999.
 
  Cleveland--WENZ-FM and WERE-AM Acquisition
 
   On March   , 1999, Radio One entered into an asset purchase agreement to
acquire WENZ-FM and WERE-AM, both of which are licensed to Cleveland, Ohio, for
approximately $20.0 million in cash. We expect this acquisition to close by the
end of the third quarter of 1999.
 
  Richmond--WDYL-FM Acquisition, WKJS-FM and WSOJ-FM Acquisition and WJRV-FM,
             WCDX-FM, WPLZ-FM and WGCV-AM Acquisition
 
   On February 10, 1999, Radio One entered into an asset purchase agreement to
acquire WDYL-FM, licensed to Chester, Virginia, for approximately $4.6 million
in cash. We expect this acquisition to close by the end of the third quarter of
1999.
 
   On February 26, 1999, Radio One entered into an asset purchase agreement to
acquire WKJS-FM, licensed to Crewe, Virginia, and WSOJ-FM, licensed to
Petersburg, Virginia, for approximately $12.0 million in cash, subject to
purchase price adjustments. We expect this acquisition to close by the end of
the third quarter of 1999.
 
   On March   , 1999, Radio One entered into an asset purchase agreement to
acquire WCDX-FM, licensed to Mechanicsville, Virginia, WPLZ-FM, licensed to
Petersburg, Virginia, WJRV-FM, licensed to Richmond, Virginia, and WGCV-AM,
licensed to Petersburg, Virginia, for approximately $34.0 million in cash. We
expect this acquisition to close during the second half of 1999.
 
  East Coast Market--Radio Station Acquisition
 
   On February 11, 1999, Radio One entered into a letter of intent to acquire a
radio station in an East Coast market. We expect this acquisition to close
during the second half of 1999.
 
 
                                       19
RECENT FINANCINGS
 
  Preferred Stock Offering and Redemption
 
   Concurrent with this offering, we intend to sell $50.0 million of   % New
Preferred Stock. The Preferred Stock Offering is being made by a separate
prospectus. We intend to use the proceeds of the Preferred Stock Offering to
redeem all of our Series A 15.0% Senior Cumulative Redeemable Preferred Stock
("Series A Preferred Stock") and Series B 15.0% Senior Cumulative Redeemable
Preferred Stock ("Series B Preferred Stock," and together with the Series A
Preferred Stock, the "Senior Preferred Stock"), and to reduce outstanding
amounts under our Bank Credit Facility. See "Use of Proceeds" and "Description
of Capital Stock."
 
  Credit Agreement
 
   On        , 1999, we entered into an amended and restated credit agreement
under which we may borrow up to $100 million on a revolving basis from a group
of banking institutions. See "Description of Indebtedness."
 
                                       20
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
 
   The following unaudited pro forma consolidated financial statements (the
"Pro Forma Consolidated Financial Statements") are based on the historical
Consolidated Financial Statements of Radio One included elsewhere in this
prospectus, adjusted to give effect to the following:
 
   The pro forma amounts for the year ended December 31, 1998, in the column
"Completed Transactions" are adjusted to give effect to the following completed
acquisitions as if they had occurred as of January 1, 1998:
 
  .  Bell Broadcasting;
  .  Allur-Detroit;
  .  ROA; and
  .  Dogwood by ROA.
 
   The pro forma amounts for the year ended December 31, 1998, in the column
"Completed and Pending Transactions" are adjusted to give effect to the
completed transactions described above and to the following pending
acquisitions as if they had occurred as of January 1, 1998:
 
  .  the assets of WFUN-FM in St. Louis (pro forma balance sheet only);
  .  WENZ-FM and WERE-AM in Cleveland;
  .  WDYL-FM in Richmond;
  .  WKJS-FM and WSOJ-FM in Richmond;
  .  WJRV-FM, WCDX-FM, WPLZ-FM and WGCV-AM in Richmond; and
  .  a radio station in an East Coast market.
 
   The pro forma amounts in the column "As Adjusted" are further adjusted to
give effect to the pending and completed transactions described above and to
the following transactions as if they had occurred as of January 1, 1998:
 
  .  this offering;
  .  the redemption of our Senior Preferred Stock;
  .  the Preferred Stock Offering; and
  .  the repayment of debt.
 
   The pro forma balance sheet data are adjusted to give effect to the
transactions described above as if they had occurred on December 31, 1998.
 
   The Unaudited Pro Forma Consolidated Statements of Operations and Other Data
gives effect to these transactions as if they had occurred as of January 1,
1998, and the Unaudited Pro Forma Consolidated Balance Sheet gives effect to
these transactions as if they had occurred as of December 31, 1998. These
transactions are described in the accompanying notes to the Pro Forma
Consolidated Financial Statements. The pro forma data are based upon available
information and certain assumptions that management believes are reasonable.
The Pro Forma Consolidated Financial Statements do not purport to represent
what Radio One's results of operations or financial condition would actually
have been had these transactions occurred on the dates indicated or to project
Radio One's results of operations or financial condition for any future period
or date. The Pro Forma Consolidated Financial Statements should be read in
conjunction with the Consolidated Financial Statements of Radio One and the
historical consolidated financial statements of ROA, Bell Broadcasting, Allur-
Detroit, Richmond II and Richmond III included elsewhere in this prospectus,
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
 
   The pending acquisitions of the assets of WFUN-FM in St. Louis, and the
operations of the stations in Cleveland, Richmond and an East Coast market,
will be accounted for using the purchase method of accounting. After an
acquisition, the total consideration of such acquisition will be allocated to
the tangible and intangible assets acquired and liabilities assumed, if any,
based upon their respective estimated fair values. The
 
                                       21
allocation of the aggregate total consideration included in the Pro Forma
Consolidated Financial Statements is preliminary as we believe further
refinement is impractical at this time. However, we do not expect that the
final allocation of the total consideration will materially differ from the
preliminary allocations.
 
    Unaudited Pro Forma Consolidated Statement of Operations and Other Data
Year Ended December 31, 1998
                          ---------------------------------------------------------------------------------------------
                                                                 (in thousands)
                                                                                      Pro Forma
                                          Completed      Pro Forma      Pending     for Completed             Pro Forma
                                         Transactions  for Completed  Transactions   and Pending   Offerings     as
                          Historical(a) Adjustments(b) Transactions  Adjustments(c) Transactions  Adjustments Adjusted
                          ------------- -------------- ------------- -------------- ------------- ----------- ---------
Statement of Operations:
Net broadcast revenue...     $46,109       $14,719        $60,828       $12,481        $73,309      $   --     $73,309
Station operating
 expenses...............      24,501         9,617         34,118         8,285         42,403          --      42,403
Corporate expenses......       2,800           413          3,213           --           3,213          --       3,213
Depreciation and
 amortization...........       8,445         7,125         15,570         6,007         21,577          --      21,577
                             -------       -------        -------       -------       --------      -------    -------
 Operating income.......      10,363        (2,436)         7,927        (1,811)         6,116                   6,116
Interest expense........      11,455         5,148         16,603         6,408         23,011            (d)
Other income (expense),
 net....................         358           (29)           329           122            451
Income tax benefit
 (expense)..............       1,575           905          2,480         2,990          5,470            (e)
                             -------       -------        -------       -------       --------      -------    -------
 Net income (loss)......     $   841       $(6,708)       $(5,867)      $(5,107)      $(10,974)     $          $
                             =======       =======        =======       =======       ========      =======    =======
Earnings per common
 share:
 Basic..................     $                            $                           $                        $
 Diluted................
Weighted average common
 shares outstanding:
 Basic..................
 Diluted................
Other Data:
Broadcast cash flow(f)..     $21,608                      $27,004                     $ 31,200                 $31,200
Broadcast cash flow
 margin(g)..............        46.9%                        44.4%                        42.6%                   42.6%
EBITDA (before non-cash
 compensation
 expense)(f)............     $18,808                      $23,791                     $ 27,987                 $27,987
After-tax cash flow(f)..       7,248                        7,517                        5,427
Cash interest
 expense(h).............       7,192                       12,340                       18,748
Capital expenditures....       2,236                        3,921                        4,534
Ratio of earnings to fixed charges(i)........................................................................        x
Ratio of total debt to EBITDA (before non-cash compensation expense).........................................        x
Ratio of EBITDA (before non-cash compensation expense) to interest expense...................................        x
Ratio of EBITDA (before non-cash compensation expense) to cash interest expense..............................        x
Footnotes for the Unaudited Pro Forma Consolidated Statement of Operations and
Other Data for the Year Ended December 31, 1998
 
(a) See the consolidated financial statements included elsewhere in this
    prospectus.
 
(b) The table below gives effect to the acquisitions completed during the
    period from January 1, 1998 through March 31, 1999 as if they had occurred
    on January 1, 1998:
Bell
                              Broadcasting    Allur-Detroit        ROA        Pro Forma
                             Historical(/1/) Historical(/2/) Historical(/3/) Adjustments       Total
                             --------------- --------------- --------------- -----------      -------
                                                       (in thousands)
Statement of Operations:
   Net broadcast revenue...      $2,025          $ 2,854         $10,140       $  (300)(/4/)  $14,719
   Station operating
    expenses...............       1,423            3,239           5,529          (574)(/5/)    9,617
   Corporate expenses......         663              336             667        (1,253)(/6/)      413
   Depreciation and
    amortization...........          63              194             896         5,972 (/7/)    7,125
                                 ------          -------         -------       -------        -------
     Operating income
      (loss)...............        (124)            (915)          3,048        (4,445)        (2,436)
   Interest expense........          52              383           2,007         2,706 (/8/)    5,148
   Other income (expense),
    net....................         (28)             (50)              7            42 (/9/)      (29)
   Income tax benefit
    (expense)..............         (14)             --             (499)        1,418 (/10/)     905
                                 ------          -------         -------       -------        -------
     Net income (loss).....      $ (218)         $(1,348)        $   549       $(5,691)       $(6,708)
                                 ======          =======         =======       =======        =======
22
--------
(/1/See)the unaudited financial statements of Bell Broadcasting for the six
    months ended June 30, 1998, included elsewhere in this prospectus, which is
    the period during 1998 that Bell Broadcasting was not owned by Radio One.
(/2/Derived)from the unaudited financial statements of Allur-Detroit for the
    period from January 1, 1998 to December 28, 1998, which is the period
    during 1998 that the entity was not owned by Radio One.
(/3/See)the consolidated financial statements of ROA included elsewhere in the
    prospectus.
(/4/To)reflect the elimination of the management fee paid by ROA to Radio One
    for administrative services provided by Radio One.
(/5/To)record compensation expense of $105 for a manager and a general manager
    Radio One will need to hire to manage the Detroit market, eliminate bonuses
    of $115 paid by Allur-Detroit to employees because of the sale, and
    eliminate the salary, bonus and benefits of $564 paid to the previous
    Allur-Detroit general manager who was not retained by Radio One.
(/6/To)eliminate corporate expenses which Radio One does not expect to incur
    going forward which consist primarily of compensation of $617 to officers
    and former owners of Bell Broadcasting who were not retained by Radio One,
    the management fee of $300 paid by ROA to Radio One, and charitable
    contributions and management fees of $336 paid by the former owners of
    Allur-Detroit that would not have been distributed if the station had been
    owned by Radio One.
(/7/To)record the additional depreciation and amortization expense that would
    have been recognized if the Bell Broadcasting, Allur-Detroit, 20% of
    Dogwood, and ROA acquisitions had occurred.
 
(/8/To)record interest expense on acquisition financing, calculated as follows:
Interest on Bell Broadcasting financing of $33,241 at 7.95% for
      six months.......................................................  $1,343
     Amortization of Bell Broadcasting deferred financing costs of $651
      over 5.5 years for six months....................................      59
     Less: Interest expense previously recorded by Bell Broadcasting...      52
     Interest on Allur-Detroit purchase price of $26,500 at 7.95%......   2,107
     Amortization of Allur-Detroit deferred financing costs of $358
      over 5 years.....................................................      72
     Less: Interest expense previously recorded by Allur-Detroit.......     383
     Interest on Dogwood purchase price of $3,500 at 7.95%.............     278
     Interest on ROA's debt paid at the acquisition of $16,212 at
      7.95%............................................................   1,289
     Less: Interest expense previously recorded by ROA.................   2,007
                                                                         ------
       Pro forma adjustment............................................  $2,706
                                                                         ======
(/9/To)eliminate tax penalties incurred by Bell Broadcasting that are not
    expected to be incurred by Radio One on a going-forward basis.
 
(/10/To)record additional tax benefit related to additional loss as a result of
     the acquisitions.
 
(c) The table below gives effect to the acquisitions pending as of March 31,
    1998:
East
                                                                                            Coast
                                                                                           Market
                          Cleveland      Richmond I      Richmond II    Richmond III     Acquisition      Pro Forma
                       Historical(/1/) Historical(/1/) Historical(/2/) Historical(/2/) Historical(/1/) Adjustments(/3/)    Total
                       --------------- --------------- --------------- --------------- --------------- ----------------   -------
                                                                    (in thousands)
Statement of
    Operations:
   Net broadcast
    revenue..........      $3,295           $400           $1,062          $7,458           $266           $   --         $12,481
   Station operating
    expenses.........       1,979            368            1,002           4,668            268               --           8,285
   Corporate
    expenses.........         --              14               15             413            --               (442)(/4/)      --
   Depreciation and
    amortization.....         811              4              416             648            --              4,128 (/5/)    6,007
                           ------           ----           ------          ------           ----           -------        -------
     Operating income
      (loss).........         505             14             (371)          1,729             (2)           (3,686)        (1,811)
   Interest expense..         600            --               500             --             --              5,308 (/6/)    6,408
   Other income
    (expense), net...         101            --                21             --             --                --             122
   Income tax benefit
    (expense)........          (2)            (6)             --              --             --             2,998 (/7/)     2,990
                           ------           ----           ------          ------           ----           -------        -------
     Net income
      (loss).........      $    4           $  8           $ (850)         $1,729           $ (2)          $(5,996)       $(5,107)
                           ======           ====           ======          ======           ====           =======        =======
--------
(/1/The)column represents the historical results of operations of the stations
    to be acquired for the year ended December 31, 1998. As these stations to
    be acquired did not prepare stand-alone financial statements, these
    financial statements were carved out from a larger entity and include the
    direct revenue and expenses charged to the stations and an allocation of
    those expenses which benefited the stations but were not directly charged
    to the stations. As these results of operations include allocated expenses,
    these financial statements do not represent what the results from
    operations would have been if the stations operated on a stand-alone basis
    or what they would have been if they were owned by Radio One.
 
                                       23
(/2/The)column represents the historical results of operations for the year
    ended December 31, 1998 that were obtained from carveout audited financial
    statements. See the financial statements included elsewhere in this
    prospectus.
(/3/Historical)financial statements and pro forma adjustments related to the
    St. Louis acquisition have not been included in this pro forma income
    statement, because Radio One has determined that this acquisition is a
    purchase of assets. Income statement activity would not be relevant,
    because Radio One plans to take the current station off the air, reformat
    the station, and move it to a new location.
(/4/To)eliminate corporate management fees which would not be incurred by Radio
    One.
(/5/To)record additional amortization of $4,128 for intangibles related to the
    excess purchase price of $76,733 over 15 years, less the amortization
    previously recorded by the acquired companies.
(/6/To)record interest expense, calculated as follows:
(/7/)To record additional tax benefit related to additional loss as a result of
     the acquisitions.
Total acquisition cost for Cleveland, Richmond I, II and III and
      the East Coast market..........................................  $80,600
                                                                       =======
       Interest expense on total acquisition cost at 7.95% for one
        year.........................................................  $ 6,408
     Less: Interest expense previously recorded by acquired
      companies......................................................    1,100
                                                                       -------
       Pro forma adjustment..........................................  $ 5,308
                                                                       =======
(d) To record the decrease in interest expense related to the use of proceeds
    of this offering and the Preferred Stock Offering, calculated as follows:
Proceeds of this offering........................................ $
     Proceeds of the Preferred Stock Offering.........................
                                                                       -------
       Total..........................................................
     Less: Retirement of preferred stock..............................
     Less: Underwriting discounts and commissions, and offering cost
      expenses........................................................
                                                                       -------
       Subtotal.......................................................
                                                                       -------
     Pro forma adjustment............................................. $
                                                                       =======
(e) To record the tax effect of the reduction in interest expense.
 
(f) Broadcast cash flow consists of operating income before depreciation,
    amortization, non-cash compensation expense, local marketing agreement fees
    and corporate expenses. EBITDA (before non-cash compensation expense)
    consists of operating income before depreciation, amortization, non-cash
    compensation expense and local marketing agreement fees. After-tax cash
    flow consists of income before income tax benefit (expense) and
    extraordinary items, minus net gain on sale of assets (net of tax) and the
    current income tax provision, plus depreciation and amortization expense
    and non-cash compensation expense. Although broadcast cash flow, EBITDA
    (before non-cash compensation expense), and after-tax cash flow are not
    measures of performance or liquidity calculated in accordance with GAAP, we
    believe that these measures are useful to an investor in evaluating Radio
    One because these measures are widely used in the broadcast industry as a
    measure of a radio broadcasting company's performance. Nevertheless,
    broadcast cash flow, EBITDA (before non-cash compensation expense) and
    after-tax cash flow should not be considered in isolation from or as a
    substitute for net income, cash flows from operating activities and other
    income or cash flow statement data prepared in accordance with GAAP, or as
    a measure of profitability or liquidity. Moreover, because broadcast cash
    flow, EBITDA (before non-cash compensation expense) and after-tax cash flow
    are not measures calculated in accordance with GAAP, these performance
    measures are not necessarily comparable to similarly titled measures
    employed by other companies.
 
(g) Broadcast cash flow margin is defined as broadcast cash flow divided by net
    broadcast revenue.
 
(h) Cash interest expense is calculated as interest expense less non-cash
    interest, including the accretion of principal, the amortization of
    discounts on debt and the amortization of deferred financing costs, for the
    indicated period.
 
                                       24
(i) For purposes of this calculation, earnings consist of income (loss) before
    income taxes, extraordinary items and fixed charges without including any
    activities relating to the acquisition of WYCB-AM, an Unrestricted
    Subsidiary. Fixed charges consist of interest expense, including the
    amortization of discounts on debt and the amortization of deferred
    financing costs. Earnings were insufficient to cover fixed charges for the
    fiscal year ended December 31, 1998, by approximately $734,000 and on a pro
    forma as adjusted basis for the year ended December 31, 1998, by
    approximately $    million.
 
                                       25
Unaudited Pro Forma Consolidated Balance Sheet
As of December 31, 1998
                       -----------------------------------------------------------------------------------------------------
                                                                                    Pro Forma for
                                         Completed    Pro Forma for     Pending       Completed
                                       Transactions     Completed    Transactions    and Pending   Offerings      Pro Forma
                       Historical (a) Adjustments (b) Transactions  Adjustments (c) Transactions  Adjustments    as Adjusted
                       -------------- --------------- ------------- --------------- ------------- -----------    -----------
                                                                 (in thousands)
ASSETS
Current assets:
 Cash and cash
  equivalents........     $  4,455        $(2,989)      $  1,466       $(94,200)      $(92,734)    $        (d)    $
 Trade accounts
  receivable, net....       12,026          2,479         14,505            703         15,208          --
 Prepaid expenses
  and other..........          334            202            536             31            567          --
 Deferred taxes......          826            164            990            --             990          --
                          --------        -------       --------       --------       --------     --------        -------
   Total current
    assets...........       17,641           (144)        17,497        (93,466)       (75,969)
Property and
 equipment, net......        6,717          1,758          8,475          3,133         11,608          --
Intangible assets,
 net.................      127,639         49,147        176,786         90,333        267,119          --
Deferred taxes.......          --              60             60            --              60          --
Other assets.........        1,859             40          1,899            --           1,899          --
                          --------        -------       --------       --------       --------     --------        -------
   Total assets......     $153,856        $50,861       $204,717       $    --        $204,717     $               $
                          ========        =======       ========       ========       ========     ========        =======
LIABILITIES AND
 STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable
  and accrued
  expenses...........     $  4,898        $ 1,189       $  6,087       $    --        $  6,087     $    --         $
 Income taxes
  payable............          143            --             143            --             143          --
                          --------        -------       --------       --------       --------     --------        -------
   Total current
    liabilities......        5,041          1,189          6,230            --           6,230          --
Bank Credit
 Facility............       49,350         16,437         65,787            --          65,787              (e)
12% Notes due 2004...       78,458            --          78,458            --          78,458          --
WYCB acquisition
 debt................        3,841            --           3,841            --           3,841          --
Other long-term
 debt................           90            --              90            --              90          --
Deferred tax
 liability...........       15,251            --          15,251            --          15,251          --
                          --------        -------       --------       --------       --------     --------        -------
   Total
    liabilities......      152,031         17,626        169,657            --         169,657
                          --------        -------       --------       --------       --------     --------        -------
Senior Preferred
 Stock:
 Series A............       10,816            --          10,816            --          10,816              (f)        --
 Series B............       15,868            --          15,868            --          15,868              (f)        --
 New Preferred
  Stock..............          --             --             --             --             --               (f)
                          --------        -------       --------       --------       --------     --------        -------
                            26,684            --          26,684            --          26,684
                          --------        -------       --------       --------       --------     --------        -------
Stockholders' equity
 (deficit):
 Class A Common
  Stock..............          --             --             --             --             --               (g)
 Class B Common
  Stock..............          --             --             --             --             --
 Class C Common
  Stock..............          --             --             --             --             --
 Additional paid in
  capital............          --          33,235         33,235            --          33,235              (g)
 Accumulated
  earnings
  (deficit)..........      (24,859)           --         (24,859)           --         (24,859)
                          --------        -------       --------       --------       --------     --------        -------
   Total
    stockholders'
    equity
    (deficit)........      (24,859)        33,235          8,376            --           8,376
                          --------        -------       --------       --------       --------     --------        -------
   Total liabilities
    and stockholders'
    equity
    (deficit)........     $153,856        $50,861       $204,717       $    --        $204,717     $               $
                          ========        =======       ========       ========       ========     ========        =======
26
Footnotes for the Unaudited Pro Forma Consolidated Balance Sheet as of December
31, 1998
 
(a) See the Consolidated Financial Statements included elsewhere in this
    prospectus.
 
(b) The table below gives effect to the acquisition of ROA, the retirement of
    ROA's outstanding debt and the purchase of the remaining 20% of Dogwood.
As of December 31, 1998
                                       ---------------------------------------
                                             ROA        Pro Forma
                                       Historical(/1/) Adjustments      Total
                                       --------------- -----------     -------
                                                 (in thousands)
ASSETS
   Current Assets:
     Cash and cash equivalents.......      $ 1,711       $(4,700)(/2/) $(2,989)
     Trade accounts receivable, net..        2,479           --          2,479
     Prepaid expenses and other......          202           --            202
     Deferred taxes..................          164           --            164
                                           -------       -------       -------
       Total current assets..........        4,556        (4,700)         (144)
   Property and equipment, net.......        1,758           --          1,758
   Intangible assets, net............       10,867        38,280 (/3/)  49,147
   Deferred taxes....................           60           --             60
   Other assets......................           40           --             40
                                           -------       -------       -------
       Total assets..................      $17,281       $33,580       $50,861
                                           =======       =======       =======
   LIABILITIES AND STOCKHOLDERS'
    EQUITY
   Current Liabilities:
     Account payable and accrued
      expenses.......................      $ 1,189       $   --        $ 1,189
     Current portion of long-term
      debt...........................          327          (327)(/4/)     --
                                           -------       -------       -------
       Total current liabilities.....        1,516          (327)        1,189
   Long-term debt and deferred
    interest.........................       15,525           912 (/4/)  16,437
                                           -------       -------       -------
       Total liabilities.............       17,041           585        17,626
                                           -------       -------       -------
   Stockholders' Equity (Deficit):
     Common Stock....................           10           (10)(/5/)     --
     Additional paid in capital......        1,390        31,845 (/5/)  33,235
     Accumulated earnings (deficit)..       (1,160)        1,160 (/5/)     --
                                           -------       -------       -------
       Total stockholders' equity ...          240        32,995        33,235
                                           -------       -------       -------
       Total liabilities and
        stockholders' equity ........      $17,281       $33,580       $50,861
                                           =======       =======       =======
--------
(1) See the Consolidated Financial Statements included elsewhere in this
    prospectus.
(2) To reflect the $3,500 payment for the remaining 20% interest in Dogwood and
    a $1,200 fee paid by ROA to a stockholder for arranging the acquisition.
(3) To reflect the acquisition of the remaining 20% interest in Dogwood for
    $3,500 and the step up of the assets from the acquisition of ROA. Radio One
    applied step up accounting to the portion of ROA owned by non-Radio One
    stockholders and non-controlling stockholders of ROA. The portion of ROA
    owned by the controlling stockholder of ROA and stockholder of Radio One
    was accounted for based on historical cost. The valuation of ROA for
    purposes of the step-up adjustment was based on Radio One's estimate of
    ROA's value as of the date the parties agreed in principle to the
    acquisition.
(4) To record the refinancing of ROA's outstanding debt of $15,852 plus
    unamortized discount of $360 and deferred financing costs of $225 related
    to the Bank Credit Facility.
(5) To eliminate the stockholders' equity accounts of ROA, record the increase
    to additional paid in capital for the step up of the assets related to the
    ROA acquisition, reduce net equity for the write-off of the unamortized
    discount and deferred financing costs on ROA's debt and to record a $1,200
    fee paid by ROA to a stockholder for arranging the acquisition.
 
                                       27
(c) The table below gives effect to the Pending Transactions as of March 31,
    1999 as if they had occurred on December 31, 1998.
As of December 31, 1998
                    ---------------------------------------------------------------------------------------------------------
                                                                                     St. Louis and
                                                                                      East Coast
                                                                                        Market
                       Cleveland      Richmond I      Richmond II    Richmond III    Acquisitions   Acquisitions
                    Historical(/1/) Historical(/1/) Historical(/3/) Historical(/3/) Historical(/2/) Adjustments       Total
                    --------------- --------------- --------------- --------------- --------------- ------------     --------
                                                               (in thousands)
ASSETS
Current Assets:
 Cash and cash
  equivalents......     $  --            $ --           $   34          $  142          $  --         $(94,376)(/4/) $(94,200)
 Trade accounts
  receivable,
  net..............        315              62             326           1,400             --           (1,400)(/5/)      703
 Prepaid expenses
  and other........        --              --              --               31             --              --              31
                        ------           -----          ------          ------          ------        --------       --------
   Total current
    assets.........        315              62             360           1,573             --          (95,776)       (93,466)
Property and
 equipment, net....        825              27           1,079           1,202             --              --           3,133
Intangible assets,
 net...............      4,788             --            3,343           3,692             --           78,510 (/6/)   90,333
Other assets.......        --              --              --              --              --              --             --
Deferred taxes.....        --              --              --              --              --              --
                        ------           -----          ------          ------          ------        --------       --------
   Total assets....     $5,928           $  89          $4,782          $6,467          $  --         $(17,266)      $    --
                        ======           =====          ======          ======          ======        ========       ========
LIABILITIES AND
 STATION EQUITY
Current
 Liabilities:
 Accounts payable
  and accrued
  expenses.........     $  --            $ --           $  168          $  566          $  --         $   (734)(/7/) $    --
 Current portion
  of long-term
  debt.............        --              --            5,013             --              --           (5,013)(/7/)      --
                        ------           -----          ------          ------          ------        --------       --------
   Total current
    liabilities....        --              --            5,181             566             --           (5,747)(/7/)      --
Long-term debt and
 deferred
 interest..........        --              --               49             --              --              (49)(/7/)      --
                        ------           -----          ------          ------          ------        --------       --------
   Total
    liabilities....        --              --            5,230             566             --           (5,796)           --
Station equity
 (deficit).........      5,928              89            (448)          5,901             --          (11,470)(/8/)      --
                        ------           -----          ------          ------          ------        --------       --------
   Total
    liabilities and
    station equity
    (deficit)......     $5,928           $  89          $4,782          $6,467          $  --         $(17,266)      $    --
                        ======           =====          ======          ======          ======        ========       ========
--------
(1) The column represents the historical balance sheet of the stations
    acquired. As the stations acquired did not prepare stand-alone financial
    statements, these financial statements were carved out from a larger entity
    and include the assets and liabilities of the stations to be acquired.
(2) Historical financial statements related to the St. Louis and East Coast
    market acquisitions have not been included in this pro forma balance sheet
    because Radio One has determined that these acquisitions are purchases of
    the license only.
(3) See Financial Statements included elsewhere in this prospectus.
(4) To reflect the cash paid by Radio One of $94,200 for the St. Louis,
    Cleveland, Richmond I, II and III and East Coast market acquisitions and to
    reflect cash not assumed from acquired companies.
(5) To eliminate the trade accounts receivable not purchased in the Richmond
    III acquisition.
(6) To record intangible assets booked as a result of the acquisitions,
    calculated as follows:
Net Tangible
                                               Purchase    Assets    Intangibles
                                                Price     Acquired    Acquired
                                               -------- ------------ -----------
Total.................................... $94,200     $3,867      $90,333
     Less: Intangibles recorded on historical books.................    11,823
                                                                       -------
       Pro forma adjustment.........................................   $78,510
                                                                       =======
(7) To eliminate accounts payable, accrued expenses and debt that will not be
    assumed by Radio One.
(8) To eliminate the station equity from the entities acquired.
 
(d) To reflect the net proceeds of this offering at an assumed public offering
    price of $    per share and to reflect the Preferred Stock Offering less
    underwriting discounts and commissions, offering expenses of $     ,
    redemption of the Senior Preferred Stock and retirement of debt.
 
                                       28
(e) To reflect the retirement of debt with the proceeds from this offering.
 
(f) To reflect proceeds of $50,000 from the Preferred Stock Offering, and the
    redemption of the Senior Preferred Stock.
 
(g) To reflect the net proceeds of this offering less underwriting discounts,
    commissions and offering expenses.
 
                                       29
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
 
   The following table contains selected historical consolidated financial data
with respect to Radio One. The selected historical consolidated financial data
have been derived from the Consolidated Financial Statements of Radio One for
each of the fiscal years for the five year period ended December 31, 1998,
which have been audited by Arthur Andersen LLP, independent public accountants.
The selected historical consolidated financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Consolidated Financial Statements of Radio
One included elsewhere in this prospectus.
 
   The following table includes information regarding broadcast cash flow,
EBITDA, and after-tax cash flow. Broadcast cash flow consists of operating
income before depreciation, amortization, non-cash compensation expense, local
marketing agreement fees and corporate expenses. EBITDA consists of operating
income before depreciation, amortization, and local marketing agreement fees.
After-tax cash flow consists of income before income tax benefit (expense) and
extraordinary items, minus net gain on sale of assets (net of tax) and the
current income tax provision, plus depreciation and amortization expense.
Although broadcast cash flow, EBITDA, and after-tax cash flow are not measures
of performance or liquidity calculated in accordance with GAAP, we believe that
these measures are useful to an investor in evaluating Radio One because these
measures are widely used in the broadcast industry as a measure of a radio
broadcasting company's performance. Nevertheless, broadcast cash flow, EBITDA
and after-tax cash flow should not be considered in isolation from or as a
substitute for net income, cash flows from operating activities and other
income or cash flow statement data prepared in accordance with GAAP, or as a
measure of profitability or liquidity. Moreover, because broadcast cash flow,
EBITDA and after-tax cash flow are not measures calculated in accordance with
GAAP, these performance measures are not necessarily comparable to similarly
titled measures employed by other companies.
 
                                       30
Fiscal Year Ended(/1/)
                                 --------------------------------------------
                                  Dec.              December 31,
                                   25,    -----------------------------------
                                  1994     1995     1996     1997      1998
                                 -------  -------  -------  -------  --------
                                  (in thousands, except per share data)
Statement of Operations:
Net broadcast revenue........... $15,541  $21,455  $23,702  $32,367  $ 46,109
Station operating expenses......   8,506   11,736   13,927   18,848    24,501
Corporate expenses..............   1,128    1,995    1,793    2,155     2,800
Depreciation and amortization...   2,027    3,912    4,262    5,828     8,445
                                 -------  -------  -------  -------  --------
  Operating income..............   3,880    3,812    3,720    5,536    10,363
Interest expense(/2/)...........   2,665    5,289    7,252    8,910    11,455
Other income (expense), net.....      38       89      (77)     415       358
Income tax benefit
 (expense)(/3/).................     (30)     --       --       --      1,575
                                 -------  -------  -------  -------  --------
  Income (loss) before
   extraordinary item...........   1,223   (1,388)  (3,609)  (2,959)      841
Extraordinary loss..............     --       468      --     1,985       --
                                 -------  -------  -------  -------  --------
  Net income (loss)............. $ 1,223  $(1,856) $(3,609) $(4,944) $    841
                                 =======  =======  =======  =======  ========
Earnings per common share:(/4/)
  Basic......................... $        $        $        $        $
  Diluted.......................
Weighted average common shares
 outstanding:(/4/)
  Basic.........................
  Diluted.......................
Other Data:
Broadcast cash flow............. $ 7,035  $ 9,719  $ 9,775  $13,519  $ 21,608
Broadcast cash flow
 margin(/5/)....................    45.3%    45.3%    41.2%    41.8%     46.9%
EBITDA (before non-cash
 compensation).................. $ 5,907  $ 7,724  $ 7,982  $11,364  $ 18,808
After-tax cash flow.............   2,763    2,524      806    2,869     7,248
Cash interest expense(/6/)......   2,356    5,103    4,815    4,413     7,192
Capital expenditures............     639      224      252    2,035     2,236
Balance Sheet Data (at period
 end):
Cash and cash equivalents.......................................     $  4,455
Intangible assets, net..........................................      127,639
Total assets....................................................      153,856
Total debt (including current portion and deferred interest)....      131,739
Preferred stock.................................................       26,684
Total stockholders' deficit.....................................       24,859
--------
(/1/Year-to-year)comparisons are significantly affected by Radio One's
    acquisition of various radio stations during the periods covered. See
    "Management's Discussion and Analysis of Financial Condition and Results of
    Operations." Prior to the fiscal year ended December 31, 1996, Radio One's
    accounting reporting period was based on a fifty-two/fifty-three week
    period ending on the last Sunday of the calendar year. During 1996, we
    changed our fiscal year end to December 31.
(/2/Interest)expense includes non-cash interest, such as the accretion of
    principal, the amortization of discounts on debt and the amortization of
    deferred financing costs.
(/3/From)January 1, 1996 to May 19, 1997, Radio One elected to be treated as an
    S corporation for U.S. federal and state income tax purposes and,
    therefore, generally was not subject to income tax at the corporate level
    during that period.
(/4/Assumes)a     for one stock split, the exercise of warrants to acquire
    shares of Common Stock and      shares of Common Stock issued to employees
    were effective for all periods presented.
(/5/Broadcast)cash flow margin is defined as broadcast cash flow divided by net
    broadcast revenue.
(/6/Cash)interest expense is calculated as interest expense less non-cash
    interest, including the accretion of principal, the amortization of
    discounts on debt and the amortization of deferred financing costs, for the
    indicated period.
 
                                       31
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
   The following information should be read in conjunction with "Selected
Historical Consolidated Financial Data" and the Financial Statements and the
notes thereto included elsewhere in this prospectus.
 
Introduction
 
   The net broadcast revenue of Radio One is derived from local and national
advertisers and, to a much lesser extent, ticket and other revenue related to
special events sponsored by Radio One throughout the year. Our significant
broadcast expenses are employee salaries and commissions, programming expenses,
advertising and promotion expenses, rental of premises for studios and rental
of transmission tower space and music license royalty fees. We strive to
control these expenses by centralizing certain functions such as finance,
accounting, legal, human resources and management information systems and the
overall programming management function, as well as using our multiple
stations, market presence and purchasing power to negotiate favorable rates
with certain vendors and national representative selling agencies. Depreciation
and amortization of costs associated with the acquisition of the stations and
interest carrying charges are significant factors in determining Radio One's
overall profitability.
 
   Radio One's net broadcast revenue is affected primarily by the advertising
rates our radio stations are able to charge as well as the overall demand for
radio advertising time in a market. Advertising rates are based primarily on
(i) a radio station's audience share in the demographic groups targeted by
advertisers, as measured principally by quarterly reports (and to a lesser
extent, by monthly reports) developed by Arbitron, (ii) the number of radio
stations in the market competing for the same demographic groups, and (iii) the
supply of and demand for radio advertising time. Advertising rates are
generally highest during morning and afternoon commuting hours. In 1998,
approximately 67.4% of Radio One's revenue was generated from local advertising
and 30.3% was generated from national spot advertising. The balance of 1998
revenue was generated primarily from network advertising, tower rental income
and ticket and other revenue related to Radio One sponsored events.
 
   The performance of an individual radio station or cluster of radio stations
in a particular market is customarily measured by its ability to generate net
broadcast revenue and broadcast cash flow, although broadcast cash flow is not
a measure utilized under GAAP. Broadcast cash flow should not be considered in
isolation from, nor as a substitute for, operating income, net income, cash
flow, or other consolidated income or cash flow statement data computed in
accordance with GAAP, nor as a measure of Radio One's profitability or
liquidity. Despite its limitations, broadcast cash flow is widely used in the
broadcasting industry as a measure of a company's operating performance because
it provides a meaningful measure of comparative radio station performance,
without regard to items such as depreciation and amortization (which can vary
depending upon accounting methods and the book value of assets, particularly in
the case of acquisitions) and corporate expenses.
 
   Radio One's operating results in any period may be affected by advertising
and promotion expenses that do not produce commensurate net broadcast revenue
in the period in which such expenses are incurred. We generally incur
advertising and promotion expenses in order to increase listenership and
Arbitron ratings. Increased advertising revenue may wholly or partially lag
behind the incurrence of such advertising and promotion expenses because
Arbitron only reports complete ratings information on a quarterly basis.
 
   In the broadcasting industry, radio stations often utilize trade (or barter)
agreements to reduce expenses by exchanging advertising time for goods or
services. In order to maximize cash revenue from our spot inventory, we
minimize the use of trade agreements and have reduced trade revenue to
approximately 1.2% of our gross revenue in 1998, down from approximately 4.2%
in 1996.
 
   Radio One calculates "same station" growth over a particular period by
comparing performance of stations owned (or operated under an LMA) during the
current period with the performance of the same
 
                                       32
stations for the corresponding period in the prior year. However, no station
will be included in such a comparison unless it has been owned (or operated
under an LMA) for at least one month of every quarter included in each of the
current and corresponding prior-year periods.
 
   From January 1, 1996, to December 31, 1998, Radio One acquired six radio
stations. On May 19, 1997, Radio One acquired WPHI-FM (formerly WDRE-FM), in
Philadelphia, for approximately $20.0 million (after having operated the
station under an LMA since February 8, 1997). On March 16, 1998, Radio One,
through an Unrestricted Subsidiary, acquired BHI, owner and operator of WYCB-
AM, in Washington, D.C., for approximately $3.8 million. On June 30, 1998,
Radio One acquired Bell Broadcasting, owner and operator of WDTJ-FM (formerly
WCHB-FM) and WCHB-AM in Detroit, and WJZZ-AM in Kingsley, Michigan, for
approximately $34.2 million. On December 28, 1998, Radio One acquired Allur-
Detroit, owner and operator of WWBR-FM, in Detroit, for approximately $26.5
million.
 
   The consolidated financial statements of Radio One included elsewhere in
this prospectus set forth the results of operations of: WPHI-FM for
approximately 11 months of fiscal year 1997 (including the LMA period) and for
fiscal year 1998; WYCB-AM from March 16, 1998, through the end of fiscal year
1998; Bell Broadcasting from July 1, 1998, through the end of fiscal year 1998;
and Allur-Detroit from December 29, 1998, through the end of fiscal year 1998.
The discussion below concerning results of operations reflects the operations
of radio stations Radio One owned and/or managed by during the periods
presented. As a result of the acquisition of WPHI-FM in May 1997 (with an LMA
for this station beginning in February 1997), WYCB-AM in March 1998, Bell
Broadcasting in June 1998, and Allur-Detroit in December 1998, Radio One's
historical financial data prior to such times are not directly comparable to
Radio One's historical financial data for subsequent periods. Additionally, due
to recent acquisition activity, our 1998 pro forma results differ materially
from our actual 1998 results. For the year ended December 31, 1998, pro forma
for completed transactions, net broadcast revenue and broadcast cash flow were
approximately $60.8 million and $27.0 million, respectively, compared to actual
net broadcast revenue and broadcast cash flow of $46.1 million and $21.6
million, respectively.
 
 
                                       33
Results of Operations
 
   The following table summarizes Radio One's historical consolidated results
of operations.
Year Ended December 31,
                                                    -------------------------
                                                     1996     1997     1998
                                                    -------  -------  -------
                                                        (in thousands)
Statement of Operations:
   Net broadcast revenue........................... $23,702  $32,367  $46,109
   Station operating expenses......................  13,927   18,848   24,501
   Corporate expenses..............................   1,793    2,155    2,800
   Depreciation and amortization...................   4,262    5,828    8,445
                                                    -------  -------  -------
     Operating income..............................   3,720    5,536   10,363
   Interest expense................................   7,252    8,910   11,455
   Other income (expense), net.....................     (77)     415      358
                                                    -------  -------  -------
   Loss before benefit for income taxes and
    extraordinary item.............................  (3,609)  (2,959)    (734)
                                                    -------  -------  -------
   Income tax benefit..............................     --       --     1,575
                                                    -------  -------  -------
     Income (loss) before extraordinary item.......  (3,609)  (2,959)     841
   Extraordinary loss..............................     --     1,985      --
                                                    -------  -------  -------
     Net income (loss)............................. $(3,609) $(4,944) $   841
                                                    =======  =======  =======
   Broadcast cash flow............................. $ 9,775  $13,519  $21,608
   Broadcast cash flow margin......................    41.2%    41.8%    46.9%
   EBITDA.......................................... $ 7,982  $11,364  $18,808
   After-tax cash flow.............................     806    2,869    7,248
Fiscal Year Ended December 31, 1998 Compared to Fiscal Year Ended December 31,
1997
 
   Net Broadcast Revenue. Net broadcast revenue increased to approximately
$46.1 million for the fiscal year ended December 31, 1998, from approximately
$32.4 million for the fiscal year ended December 31, 1997, or 42.3%.
Approximately $3.8 million of the increase was attributable to stations
acquired during 1998. On a same station basis, net revenue for the period
increased approximately 30.6% to approximately $42.3 million in 1998 from
approximately $32.4 million in 1997. This increase was the result of continuing
broadcast revenue growth in Radio One's Washington, D.C., Baltimore, and
Philadelphia markets as we benefitted from ratings increases at certain of our
radio stations, improved power ratios at these stations and radio market
growth.
 
   Station Operating Expenses. Station operating expenses excluding
depreciation and amortization increased to approximately $24.5 million for the
fiscal year ended December 31, 1998, from approximately $18.8 million for the
fiscal year ended December 31, 1997, or 30.3%. Approximately $2.5 million of
the increase was attributable to stations acquired during 1998. On a same
station basis, station operating expenses for the period increased
approximately 17.0% to approximately $22.0 million in 1998 from approximately
$18.8 million in 1997. This increase was primarily related to increases in
sales commissions and license fees due to significant revenue growth, as well
as additional programming costs related to ratings gains at some of our larger
radio stations.
 
   Corporate Expenses. Corporate expenses increased to approximately $2.8
million for the fiscal year ended December 31, 1998, from approximately $2.2
million for the fiscal year ended December 31, 1997, or 27.3%. This increase
was due primarily to growth in the corporate staff consistent with our overall
expansion, annual costs associated with the 12% Notes due 2004 and costs
associated with our public reporting requirements.
 
                                       34
Depreciation and Amortization. Depreciation and amortization increased to
approximately $8.4 million for the fiscal year ended December 31, 1998, from
approximately $5.8 million for the fiscal year ended December 31, 1997, or
44.8%. This increase was due primarily to our asset growth as well as our
acquisitions in 1998.
 
   Operating Income. Operating income increased to approximately $10.4 million
for the fiscal year ended December 31, 1998, from approximately $5.5 million
for the fiscal year ended December 31, 1997, or 89.1%. This increase was
attributable to the increases in broadcast revenues partially offset by higher
operating expenses and higher depreciation and amortization expenses as
described above.
 
   Interest Expense. Interest expense increased to approximately $11.5 million
for the fiscal year ended December 31, 1998, from approximately $8.9 million
for the fiscal year ended December 31, 1997, or 29.2%. This increase was
primarily due to the 12% Notes Offering, the retirement of our approximately
$45.6 million bank credit facility and borrowings under our Bank Credit
Facility associated with the Bell Broadcasting acquisition.
 
   Other Income. Other income decreased to $358,000 for the fiscal year ended
December 31, 1998, from $415,000 for the fiscal year ended December 31, 1997,
or 13.7%. This decrease was primarily attributable to lower interest income due
to lower cash balances as we used a portion of our cash balances to help fund
the Bell Broadcasting acquisition.
 
   Loss before Benefit from Income Taxes. Loss before benefit from income taxes
decreased to $734,000 for the fiscal year ended December 31, 1998, from
approximately $3.0 million for the fiscal year ended December 31, 1997, or
75.5%. This decrease was due to higher operating income partially offset by
higher interest expense and lower other income. The income tax benefit of
approximately $1.6 million for the year ended December 31, 1998, was the result
of reversing our valuation allowance recorded in prior years related to our net
operating loss carryforward and other deferred tax assets, offset by an income
tax provision of $483,000 as we had net income for tax reporting purposes as a
result of non-deductible amortization expense for income tax purposes. Certain
intangible assets acquired as a result of the Bell Broadcasting acquisition
maintained their old income tax basis because the Bell Broadcasting acquisition
was a stock purchase.
 
   Net Income (Loss). Net income increased to $841,000 for the fiscal year
ended December 31, 1998, from a net loss of approximately $4.9 million for the
fiscal year ended December 31, 1997. The increase was due to higher operating
income and an income tax benefit, partially offset by higher interest expense
as described above and an approximate $2.0 million extraordinary loss related
to the refinancing of debt.
 
   Broadcast Cash Flow. Broadcast cash flow increased to approximately $21.6
million for the fiscal year ended December 31, 1998, from approximately $13.5
million for the fiscal year ended December 31, 1997, or 60.0%. Approximately
$1.3 million of the increase was attributable to stations acquired during 1998.
On a same station basis, broadcast cash flow for the period increased
approximately 50.4% to approximately $20.3 million in 1998 from approximately
$13.5 million in 1997. This increase was attributable to the increase in net
broadcast revenue partially offset by higher station operating expenses as
described above.
 
   Our broadcast cash flow margin increased to approximately 46.9% for the
fiscal year ended December 31, 1998, from 41.8% for the fiscal year ended
December 31, 1997. On a same station basis, broadcast cash flow margin for the
period increased to approximately 48.0% in 1998 from approximately 41.8% in
1997. This increase was the result of strong revenue gains in our more mature
markets partially offset by slower expense growth in those markets. The lower
actual broadcast cash flow margin versus that reported on a same station basis
for 1998 was the result of our recent entrance into the Detroit market where we
acquired underperforming stations with profit margins lower than those of many
of the radio stations we own in markets in which we have operated for a longer
period of time.
 
 
                                       35
EBITDA. EBITDA increased to approximately $18.8 million for the fiscal year
ended December 31, 1998, from approximately $11.4 million for the fiscal year
ended December 31, 1997, or 64.9%. This increase was attributable to the
increase in net broadcast revenue partially offset by higher station operating
and corporate expenses as described above.
 
   After-Tax Cash Flow. After-tax cash flow increased to approximately $7.2
million for the fiscal year ended December 31, 1998, from approximately $2.9
million for the fiscal year ended December 31, 1997, or 148.3%. This increase
was attributable to higher net income and depreciation and amortization as
described above.
 
Fiscal Year Ended December 31, 1997 Compared to Fiscal Year Ended December 31,
1996
 
   Net Broadcast Revenue. Net broadcast revenue increased to approximately
$32.4 million for the fiscal year ended December 31, 1997, from approximately
$23.7 million for the fiscal year ended December 31, 1996, or 36.7%.
Approximately $2.6 million of the increase was attributable to stations
acquired during 1997. On a same station basis, net revenue for the period
increased approximately 25.7% to approximately $29.8 million in 1997 from
approximately $23.7 million in 1996. This increase was primarily the result of
significant net broadcast revenue growth in our Washington, D.C. and Baltimore
markets as we benefitted from ratings increases at our larger radio stations as
well as radio market growth.
 
   Station Operating Expenses. Station operating expenses excluding
depreciation and amortization increased to approximately $18.8 million for the
fiscal year ended December 31, 1997, from approximately $13.9 million for the
fiscal year ended December 31, 1996, or 35.3%. Approximately $2.4 million of
the increase was attributable to stations acquired during 1997. On a same
station basis, station operating expenses for the period increased
approximately 18.0% to approximately $16.4 million in 1997 from approximately
$13.9 million in 1996. This increase was due to higher sales, programming and
administrative costs associated with the significant net broadcast revenue
growth and ratings gains at our radio stations.
 
   Corporate Expenses. Corporate expenses increased to approximately $2.2
million for the fiscal year ended December 31, 1997, from approximately $1.8
million for the fiscal year ended December 31, 1996, or 22.2%. This increase
was due primarily to growth in the corporate staff consistent with our overall
expansion, annual costs associated with the 12% Notes due 2004 and the costs
associated with our public reporting requirements.
 
   Depreciation and Amortization. Depreciation and amortization increased to
approximately $5.8 million for the fiscal year ended December 31, 1997, from
approximately $4.3 million for the fiscal year ended December 31, 1996, or
34.9%. This increase was due primarily to our acquisition of WPHI-FM (formerly
WDRE-FM) in 1997.
 
   Operating Income. Operating income increased to approximately $5.5 million
for the fiscal year ended December 31, 1997, from approximately $3.7 million
for the fiscal year ended December 31, 1996, or 48.6%. This increase was
attributable to the increases in net broadcast revenue partially offset by
higher operating expenses, higher depreciation and amortization expenses and
start-up losses incurred earlier in 1997 related to the acquisition of WPHI-FM.
 
   Interest Expense. Interest expense increased to approximately $8.9 million
for the fiscal year ended December 31, 1997, from approximately $7.3 million
for the fiscal year ended December 31, 1996, or 21.9%. This increase related
primarily to the 12% Notes Offering and the associated retirement of our $45.6
million bank credit facility at that time.
 
   Other Income (Loss). Other income increased to approximately $415,000 for
the fiscal year ended December 31, 1997, from a loss of approximately $77,000
for the fiscal year ended December 31, 1996. This increase was primarily
attributable to higher interest income due to higher cash balances associated
with our cash flow growth and capital raised in the 12% Notes Offering.
 
                                       36
Loss before Benefit for Income Taxes. Loss before provision for income taxes
and extraordinary item decreased to approximately $3.0 million for the fiscal
year ended December 31, 1997, from approximately $3.6 million for the fiscal
year ended December 31, 1996, or 16.7%. The decrease was due to higher
operating and other income partially offset by higher interest expense
associated with the 12% Notes Offering.
 
   Net Loss. Net loss increased to approximately $4.9 million for the fiscal
year ended December 31, 1997, from approximately $3.6 million for the fiscal
year ended December 31, 1996, or 36.1%. This increase was due to a loss of
approximately $2.0 million on the early retirement of the indebtedness under
our bank credit facility with the proceeds from the 12% Notes Offering, as well
as the exchange of our 15% Subordinated Promissory Notes due 2004 for Senior
Preferred Stock.
 
   Broadcast Cash Flow. Broadcast cash flow increased to approximately $13.5
million for the fiscal year ended December 31, 1997, from approximately $9.8
million for the fiscal year ended December 31, 1996, or 37.8%. Approximately
$0.2 million of the increase was attributable to stations acquired during 1997.
On a same station basis, broadcast cash flow for the period increased
approximately 35.7% to approximately $13.3 million in 1998 from approximately
$9.8 million in 1997. This increase was attributable to the increases in net
broadcast revenue partially offset by higher station operating expenses.
 
   Our broadcast cash flow margin increased to approximately 41.8% for the
fiscal year ended December 31, 1997 from 41.2% for the fiscal year ended
December 31, 1996. On a same station basis, broadcast cash flow margin for the
period increased to approximately 44.6% in 1997 from approximately 41.2% in
1996. This increase was the result of strong revenue gains in our more mature
markets partially offset by slower expense growth in those markets. The lower
actual broadcast cash flow margin versus that reported on a same station basis
for 1997 is the result of our entry into the Philadelphia market where we
acquired an underperforming station with profit margins lower than those of
many of the radio stations we own in markets in which we have operated for a
longer period of time.
 
   EBITDA. EBITDA increased to approximately $11.4 million for the fiscal year
ended December 31, 1997, from approximately $8.0 million for the fiscal year
ended December 31, 1996, or 42.5%. This increase was attributable to the
increase in net broadcast revenue partially offset by higher operating and
corporate expenses.
 
   After-Tax Cash Flow. After-tax cash flow increased to approximately $2.9
million for the fiscal year ended December 31, 1997, from approximately
$806,000 for the fiscal year ended December 31, 1996, or 259.8%. This increase
was attributable to higher net income and depreciation and amortization as
described above.
 
Liquidity and Capital Resources
 
   Our primary source of liquidity is cash provided by operations and, to the
extent necessary, undrawn commitments available under the Bank Credit Facility.
Our ability to borrow in excess of the commitments set forth in the Credit
Agreement is limited by the terms of the Indenture and our preferred stock.
Additionally, such terms place restrictions on Radio One with respect to the
sale of assets, liens, investments, dividends, debt repayments, capital
expenditures, transactions with affiliates, consolidation and mergers, and the
issuance of equity interests among other things.
 
   We have used a significant portion of our capital resources to consummate
acquisitions. These acquisitions were or will be funded from (i) the Bank
Credit Facility, (ii) the proceeds of this offering and the Preferred Stock
Offering, and (iii) internally generated cash flow. A portion of the net
proceeds from these offerings will be used to repay our outstanding
indebtedness under the Bank Credit Facility. See "Use of Proceeds."
 
   Radio One's balance of cash and cash equivalents was approximately $4.5
million as of December 31, 1998, and approximately $8.5 million as of December
31, 1997. This decrease in cash resulted primarily from
 
                                       37
our use of approximately $9.5 million of our then available cash to fund
partially the Bell Broadcasting acquisition, offset by an increase in cash from
operations. The balance of the purchase price and expenses related to the Bell
Broadcasting acquisition was funded with approximately $25.4 million drawn on a
$32.5 million Bank Credit Facility that we entered into concurrent with the
closing of the acquisition of Bell Broadcasting. We subsequently increased the
Bank Credit Facility to $57.5 million from which we drew down an additional
$24.0 million to fund partially the acquisition of Allur-Detroit. On December
31, 1998, approximately $8.1 million was available to be drawn down from the
Bank Credit Facility. On        , we entered into an amended and restated
credit agreement under which we may borrow up to $100 million on a revolving
basis from a group of banking institutions. Immediately following the
acquisition of ROA, approximately $67.0 million was outstanding under our Bank
Credit Facility.
 
   Concurrent with this offering, we anticipate issuing $50 million in New
Preferred Stock. The proceeds of the Preferred Stock Offering will be used in
part to increase availability under our Bank Credit Facility. This availability
is expected to be used in part to fund pending acquisitions. In the event the
Preferred Stock Offering is not consummated, we believe we have adequate
liquidity and access to other financing sources to fund these acquisitions.
 
   Net cash flow from operating activities increased to approximately $9.3
million for the fiscal year ended December 31, 1998, from approximately $4.9
million for the fiscal year ended December 31, 1997, or 89.8%. This increase
was primarily due to higher net income (versus a net loss in 1997) and non-cash
expenses. Non-cash expenses of depreciation and amortization increased to
approximately $8.4 million for fiscal year ended December 31, 1998, from
approximately $5.8 million for the fiscal year ended December 31, 1997, or
44.8% due to our recent acquisitions, as well as leasehold improvements made to
our new headquarters and Washington, D.C. radio studios in the second half of
1997. Non-cash expenses of amortization of debt financing costs, unamortized
discount and deferred interest increased to approximately $4.1 million for the
fiscal year ended December 31, 1998, from approximately $3.3 million for the
fiscal year ended December 31, 1997, or 24.2%, due to the 12% Notes Offering.
We also incurred a non-cash expense of approximately $2.0 million related to
the loss on extinguishment of debt during the fiscal year ended December 31,
1997.
 
   Net cash flow used in investing activities increased to approximately $61.2
million for the fiscal year ended December 31, 1998, compared to approximately
$23.2 million for the fiscal year ended December 31, 1997, or 163.8%. During
the fiscal year ended December 31, 1998, we acquired Bell Broadcasting for
approximately $34.2 million plus the cost of additional assets and expenses
related to the transaction, and acquired Allur-Detroit for approximately $26.5
million. Additionally, we made purchases of capital equipment totaling
approximately $2.2 million. During the fiscal year ended December 31, 1997, we
acquired WPHI-FM for approximately $20.0 million and made purchases of capital
equipment totaling approximately $2.0 million.
 
   Net cash flow from financing activities was approximately $47.8 million for
the fiscal year ended December 31, 1998. During the fiscal year ended December
31, 1998, Radio One entered into a $57.5 million Bank Credit Facility, of
which, approximately $49.4 million was used to finance partially the
acquisitions of Bell Broadcasting and Allur-Detroit. In conjunction with this
facility, we incurred approximately $1.0 million in deferred debt financing
costs. Additionally, during the fiscal year ended December 31, 1998, a wholly-
owned Unrestricted Subsidiary of Radio One financed the acquisition of WYCB-AM
with a promissory note due to the seller for approximately $3.8 million. Net
cash flow from financing activities was approximately $25.1 million for the
fiscal year ended December 31, 1997. During the fiscal year ended December 31,
1997, we completed the 12% Notes Offering and raised net proceeds of
approximately $72.8 million. We used approximately $19.1 million of these
proceeds to acquire WPHI-FM (formerly WDRE-FM) and approximately $45.6 million
of the proceeds to retire the outstanding indebtedness under our then existing
bank credit facility. In conjunction with the 12% Notes Offering we incurred
approximately $2.1 million in deferred debt financing costs. As a result, cash
and cash equivalents decreased by approximately $4.0 million during the fiscal
year ended December 31, 1998, compared to an increase of approximate $6.8
million during the fiscal year ended December 31, 1997.
 
                                       38
We continuously review, and are currently reviewing, opportunities to
acquire additional radio stations, primarily in the top 30 African-American
markets. As of the date of this prospectus, other than the pending
transactions, we have no written or oral understandings, letters of intent or
contracts to acquire radio stations. We anticipate that any future radio
station acquisitions would be financed through funds generated from operations,
equity financings, permitted debt financings, debt financings through
Unrestricted Subsidiaries or a combination of these sources. However, there can
be no assurance that financing from any of these sources, if available, will be
available on favorable terms.
 
   Management believes that, based on current levels of operations and
anticipated internal growth, cash flow from operations together with other
available sources of funds will be adequate for the foreseeable future to make
required payments of interest on Radio One's indebtedness, to fund anticipated
capital expenditures and working capital requirements and to enable us to
comply with the terms of our debt agreements. Our ability to meet our debt
service obligations and reduce our total debt, and our ability to refinance the
12% Notes due 2004, at or prior to their scheduled maturity date in 2004, will
depend upon our future performance which, in turn, will be subject to general
economic conditions and to financial, business and other factors, including
factors beyond our control. For 1999, we anticipate maintenance capital
expenditures to be between $1.0 million and $2.0 million and total capital
expenditures to be between $4.0 million and $6.0 million. During 1997, Radio
One converted from a S corporation to a C corporation.
 
Impact of Inflation
 
   We believe that inflation has not had a material impact on our results of
operations for each of our fiscal years in the three-year period ended December
31, 1998. However, there can be no assurance that future inflation would not
have an adverse impact on our operating results and financial condition.
 
Seasonality
 
   Seasonal net broadcast revenue fluctuations are common in the radio
broadcasting industry and are due primarily to fluctuations in advertising
expenditures by local and national advertisers. Radio One's first fiscal
quarter generally produces the lowest net broadcast revenue for the year.
 
Year 2000 Compliance
 
   Radio One has commenced a process to ensure Year 2000 compliance of all
hardware, software, and ancillary equipment that are date dependent. This
process involves four phases:
 
  Phase I--Inventory and Data Collection. This phase involves an
           identification of all systems that are date dependent. This phase
           was completed during the first quarter of 1998.
 
  Phase II--Compliance Identification. This phase involves Radio One
            identifying and beginning to replace critical systems that cannot
            be updated or certified as compliant. We commenced this phase in
            the first quarter of 1999 and expect to complete the substantial
            majority of this phase before the end of the second quarter of
            1999. To date, we have verified that our accounting, payroll, and
            local wide area network hardware and software systems are
            substantially compliant. In addition, we have determined that
            most of our personal computers and PC applications are compliant.
            We are currently reviewing our security systems and other
            miscellaneous systems.
 
  Phase III--Test, Fix, and Verify. This phase involves testing all systems
          that are date dependent and upgrading all non-compliant systems. We
          expect to complete this phase during the third quarter of 1999.
 
  Phase IV--Final Testing, New Item Compliance. This phase involves a review
          of failed systems for compliance and re-testing as necessary. We
          expect to complete this phase by the end of the third quarter of
          1999.
 
                                       39
To date, we have no knowledge that any of our major systems are not Year
2000 ready or will not be Year 2000 ready by the end of the third quarter of
1999. We have not incurred significant expenditures and believe we will achieve
substantial Year 2000 readiness without the need to acquire significant new
hardware, software or systems. As part of our expansion over the past two
years, we have undertaken significant build-outs, upgrades and expansions to
our radio station studios, business offices and technology infrastructure.
These enhancement efforts are continuing in all of the markets in which we have
recently acquired radio stations and will expand into the new markets in which
we will be acquiring radio stations. We believe that most, if not all, of the
new equipment installed in conjunction with these recent build-outs is Year
2000 compliant. Based upon our experience to date, we estimate the remaining
costs to achieve Year 2000 readiness will be approximately $100,000,
independent of the costs associated with the previously-mentioned expansions
which are being undertaken in the normal course of our business development.
All costs directly related to preparing for Year 2000 readiness will be
expensed as incurred. We are not aware of any Year 2000 problems that would
have a material effect on our operations. We are also not aware of any non-
compliance by our suppliers that is likely to have material impact on our
business. Nevertheless, we cannot assure you that our critical systems, or the
critical systems of our suppliers, will be Year 2000 ready.
 
   Radio One does not intend to develop any contingency plans to address
possible failures by itself or its vendors related to Year 2000 compliance.
Radio One does not believe that such contingency plans are required because it
believes that the Company and its significant vendors will be Year 2000
compliant before January 2000.
 
                                       40
BUSINESS
 
   Radio One was founded in 1980 and is the largest radio broadcasting company
in the United States primarily targeting African-Americans. After we complete
our pending acquisitions, we will own and operate 26 radio stations. Twenty-
five of these stations (eighteen FM and seven AM) are in nine of the top 20
African-American radio markets: Washington, D.C., Baltimore, Atlanta,
Philadelphia, Detroit, St. Louis, Cleveland, Richmond and an East Coast market.
Our strategy is to expand within our existing markets and into new markets that
have a significant African-American presence. We believe radio broadcasting
primarily targeting African-Americans has significant growth potential. We also
believe that we have a competitive advantage in the African-American market and
the radio industry in general, due to our primary focus on urban formats, our
skill in programming and marketing these formats, and our turnaround expertise.
 
   We have succeeded in increasing ratings, net broadcast revenue and broadcast
cash flow of all of the FM stations we have owned or managed for at least one
year. The radio station clusters that we owned as of December 31, 1998, were
ranked first or second in all of their markets in combined audience and net
broadcast revenue share among radio stations targeting African-Americans. Our
net broadcast revenue and broadcast cash flow have grown significantly on both
a total and same station basis:
 
  .  Net broadcast revenue grew at a compound annual rate of 60.2% from an
     actual $23.7 million in 1996 to $60.8 million in 1998, pro forma for
     completed transactions.
 
  .  Broadcast cash flow grew at a compound annual rate of 66.0% from an
     actual $9.8 million in 1996 to $27.0 million in 1998, pro forma for
     completed transactions.
 
  .  Same station net broadcast revenue and broadcast cash flow grew at
     average annual rates of 28.0% and 42.1%, respectively, from 1996 through
     1998, pro forma for Radio One of Atlanta, Inc., which was managed by us
     during this period.
 
  .  After-tax cash flow grew at a compound annual rate of 206.2% from an
     actual $0.8 million in 1996 to $7.5 million in 1998, pro forma for
     completed transactions.
 
   Radio One is led by our Chairperson and co-founder, Ms. Catherine L. Hughes,
and her son, Mr. Alfred C. Liggins, III, our Chief Executive Officer and
President, who together have over 40 years of operating experience in radio
broadcasting. Ms. Hughes, Mr. Liggins and our strong management team have
successfully implemented a strategy of acquiring and turning around
underperforming radio stations. We believe that we are well positioned to apply
our proven operating strategy to our recently or soon to be acquired stations
in Detroit, St. Louis, Cleveland, Richmond and an East Coast market, and to
other radio stations in existing and new markets as attractive acquisition
opportunities arise.
 
The African-American Market Opportunity
 
   We believe that operating urban formatted radio stations primarily targeting
African-Americans has significant growth potential for the following reasons:
 
  .  Rapid Population Growth. From 1980 to 1995, the African-American
     population increased from approximately 26.7 million to 33.1 million (a
     24.0% increase, compared to a 16.0% increase in the population as a
     whole). Furthermore, the African-American population is expected to
     exceed 40 million by 2010 (a more than 20.0% increase from 1995,
     compared to an expected increase of 13.0% for the population as a
     whole). (Source: 1996 U.S. Census Bureau Current Population Report)
 
  .  Higher Income Growth. According to the U.S. Census Bureau, from 1980 to
     1995, the rate of increase in median household income in 1995 adjusted
     dollars for African-Americans was approximately 12.3% compared to 3.9%
     for the population as a whole. African-American buying power is
     estimated to reach $533 billion in 1999 (up 73.0% from 1990 compared to
     a 57.0% increase for all Americans) and to account for 8.2% of total
     buying power in 1999 (compared to 7.4% in 1990). (Source: "African-
     American Buying Power by Place of Residence: 1990-1999," Dr. Jeffrey M.
     Humphreys). In addition, the African-American consumer tends to have a
     different consumption profile than non-African-Americans. For example,
     31% of African-Americans purchased a TV, VCR or stereo in the past year
     compared to 25% of average U.S. households. African-Americans' higher
 
                                       41
than average rate of consumption is a powerful reason for U.S. retailers
     to increase targeted advertising spending toward this consumer group.
     (Source: Pricewaterhouse Coopers, LLP 1998 Study)
 
  .  Growth in Advertising Targeting the African-American Market. We believe
     that large corporate advertisers are becoming more focused on reaching
     minority consumers in the United States. The African-American and
     Hispanic communities are viewed as an emerging growth market within the
     mature domestic market. A 1997 study estimated that major national
     advertisers spent $881 million on advertising targeting African-American
     consumers, up from $463 million in 1985. (Source: Target Market News
     (Chicago, IL-1997)). For example, Ford Motor Company reportedly plans to
     increase its spending targeting African-Americans and Hispanics by 20%
     in the 1998-99 model year. (Source: Ad Week Midwest September 28, 1998).
     We believe Ford is one example of many large corporations currently
     expanding their commitment to ethnic advertising.
 
  .  Urbanization of American Culture and Society. We believe that there is
     an ongoing "urbanization" of many facets of American society as
     evidenced by the influence of African-American culture in the areas of
     music (for example, hip-hop and rap music), film, fashion, sports and
     urban-oriented television shows and networks. We believe that companies
     as disparate as the News Corporation's Fox television network, the
     sporting goods manufacturer Nike(R), the fast food chain McDonald's(R),
     and prominent fashion designers have embraced this urbanization trend in
     their products as well as their advertising messages.
 
  .  Growing Popularity of Urban Formats. We believe that urban programming
     has been expanded to target a more diverse urban listener base and has
     become more popular with listeners and advertisers over the past ten
     years. The number of urban radio stations has increased from 294 in 1990
     to an estimated 371 in 1998, or 26%, and is expected to increase an
     additional 10% to 409 by 2002. In 1998, urban formats were one of the
     top three formats in nine of the top ten radio markets nationwide and
     the top format in five of these markets. (Source: INTEREP, Research
     Division, 1998 Urban Radio Study)
 
  .  Concentrated Presence in Urban Markets. In 1996, approximately 58.0% of
     the African-American population was located in the top 30 African-
     American markets. Relative to radio broadcasters targeting a broader
     audience, we believe we can cover the various segments of our target
     market with fewer programming formats and therefore fewer radio stations
     than the maximum allowed by the FCC (up to eight radio stations in the
     largest markets with no more than five being FM or AM). (Source: BIA,
     Fourth Edition 1998)
 
  .  Strong Audience Listenership and Loyalty. In 1996, African-Americans
     listened to radio broadcasts an average of 27.2 hours per week compared
     to 22.9 hours per week for non-African-Americans among all persons in
     the ten largest markets. In addition, Radio One believes that African-
     American radio listeners exhibit greater loyalty to radio stations that
     target the African-American community because those radio stations
     become a valuable source of entertainment and information responsive to
     the community's interests and lifestyles. (Source: INTEREP Research
     Division, 1998 Urban Radio Study)
 
Acquisition Strategy
 
   Our acquisition strategy is to acquire and turn around underperforming radio
stations principally in the top 30 African-American markets. We consider
acquisitions in existing markets where expanded coverage is desirable and in
new markets where we believe it is advantageous to establish a presence. In
analyzing potential acquisition candidates, we generally consider:
 
  .  the price and terms of the purchase;
 
  .  whether the radio station has a signal adequate to reach a large
     percentage of the African-American community in a market;
 
 
                                       42
.  whether we can increase ratings and net broadcast revenue of the radio
     station;
 
  .  whether we can reformat or improve the radio station's programming in
     order to serve profitably the African-American community;
 
  .  whether the radio station affords us the opportunity to introduce
     complementary formats in a market where Radio One already maintains a
     presence; and
 
  .  the number of competitive radio stations in the market.
 
   For strategic reasons, or as a result of a station cluster purchase, we may
also acquire and operate stations with formats that target non-African-American
segments of the population.
 
Turnaround Expertise
 
   We typically enter a market by acquiring a station or stations that have
little or negative broadcast cash flow. Additional stations we have acquired in
existing markets have often been, in our opinion, substantially
underperforming. By implementing our operating strategies, we have succeeded in
increasing ratings, net broadcast revenue and broadcast cash flow of all the FM
stations we have owned or managed for at least one year. We have achieved these
improvements while operating against much larger competitors. Some of these
successful turnarounds are described below by market:
 
  .  Washington, D.C. In 1995, we acquired WKYS-FM for approximately $34.0
     million. At the time, WKYS-FM was ranked number 13 by Arbitron in the
     12-plus age demographic. Over a two-year period, we repositioned WKYS-
     FM, improved its programming and enhanced the station's community
     involvement and image. In the Fall 1998 Arbitron Survey, the station was
     ranked number one in the 18-34 age demographic (with a 10.2 share) and
     number two in the 12-plus age demographic (with a 5.4 share), behind two
     stations tied for number one (each with a 5.6 share).
 
    In 1987, we acquired WMMJ-FM for approximately $7.5 million. At the
    time, WMMJ-FM was being programmed in a general market Adult
    Contemporary format, and had a 1.2 share of the 12-plus age
    demographic. After extensive research we changed the station's format,
    making WMMJ-FM the first FM radio station on the East Coast to
    introduce an Urban Adult Contemporary programming format. In the Fall
    1998 Arbitron Survey, the station was ranked number three in the 25-54
    age demographic (with a 5.8 share) and number five in the 12-plus age
    demographic (with a 5.0 share).
 
  .  Baltimore. In 1993, we acquired WERQ-FM and WOLB-AM (formerly WERQ-AM)
     for approximately $9.0 million. At the time, these stations had mediocre
     ratings. We converted WERQ-FM's programming to a more focused Young
     Urban Contemporary format and began aggressively marketing the station.
     WERQ-FM is now Baltimore's dominant station, ranked number one in the
     12-plus, 18-34 and 25-54 age demographics in the Fall 1998 Arbitron
     Survey, a position it first achieved in the Spring 1997 Arbitron Survey.
 
    In 1992, we acquired WWIN-FM and its sister station, WWIN-AM, for
    approximately $4.7 million. At the time, WWIN-FM was a distant second
    in ratings to its in-format direct competitor, WXYV-FM. We repositioned
    WWIN-FM towards the 25-54 age demographic, and in the Fall 1998
    Arbitron Survey the station was ranked number two in that age
    demographic (with a 7.5 share) behind two stations tied for number one
    (each with a 7.7 share), including Radio One's WERQ-FM.
 
  .  Atlanta. In 1995, ROA, then an affiliate of Radio One, acquired WHTA-FM
     (formerly WQUL- FM), a Class A radio station located approximately 40
     miles from Atlanta, for approximately $5.0 million. Prior to that
     acquisition, the previous owners, together with our management, upgraded
     and moved the station approximately 20 miles closer to Atlanta. The
     result was the introduction of a new, Young Urban Contemporary radio
     station in the Atlanta market. The station's ratings increased quickly,
     to an approximate 5.0 share in the 12-plus age demographic. In the Fall
     1998 Arbitron Survey, the station was ranked number four in the 18-34
     age demographic (with an 8.3 share).
 
 
                                       43
.  Philadelphia. In 1997, we acquired WPHI-FM (formerly WDRE-FM) for
     approximately $20.0 million. At the time WDRE-FM was being programmed in
     a Modern Rock format and had a 2.0 share in the 12 plus age demographic.
     We changed the station's format to Young Urban Contemporary and, in the
     Fall 1998 Arbitron Survey, the station was ranked number 14 in the 12-
     plus age demographic (with a 3.3 share) and number five in the 18-34 age
     demographic (with a 6.0 share).
 
        Top 30 African-American Radio Markets in the United States(/1/)
 
     Boxes enclose the tabular information for Washington, D.C., Detroit,
Philadelphia, Atlanta, Baltimore, St. Louis, Cleveland and Richmond.
African-Americans
                                                              as a Percentage of the
                                      African-American          Overall Population
 Rank Market                    Population in the Market(/2/)   in the Market(/2/)
 ---- ------                    ----------------------------- ----------------------
                                       (in thousands)
1. New York                              3,731                      22.2%
   2. Chicago                               1,648                      19.4
------------------------------------------------------------------------------------
   3. Washington, D.C.                      1,150                      27.2
------------------------------------------------------------------------------------
   4. Los Angeles                           1,134                       9.4
------------------------------------------------------------------------------------
   5. Detroit                               1,004                      22.5
   6. Philadelphia                            947                      19.9
   7. Atlanta                                 921                      25.7
------------------------------------------------------------------------------------
   8. Houston/Galveston                       782                      18.3
   9. Miami/Ft. Lauderdale/
      Hollywood                               718                      20.2
  10. Dallas/Ft. Worth                        645                      14.2
------------------------------------------------------------------------------------
  11. Baltimore                               644                      26.0
------------------------------------------------------------------------------------
  12. San Francisco                           599                       9.2
  13. Memphis                                 482                      41.5
  14. New Orleans                             460                      36.3
  15. Norfolk/Virginia
      Beach/Newport News                      444                      29.6
------------------------------------------------------------------------------------
  16. St. Louis                               439                      17.2
  17. Cleveland                               398                      18.7
------------------------------------------------------------------------------------
  18. Boston                                  281                       7.3
------------------------------------------------------------------------------------
  19. Richmond                                281                      30.0
------------------------------------------------------------------------------------
  20. Charlotte/Gastonia/Rock
      Hill                                    266                      19.9
  21. Birmingham                              261                      27.0
  22. Raleigh/Durham                          244                      23.5
  23. Milwaukee/Racine                        237                      14.4
  24. Greensboro/Winston
      Salem/High Point                        226                      19.7
  25. Cincinnati                              220                      11.4
  26. Kansas City                             215                      12.8
  27. Tampa/St.
      Petersburg/Clearwater                   202                       9.0
  28. Jacksonville                            201                      19.0
  29. Indianapolis                            193                      14.1
  30. Pittsburgh                              188                       7.9
--------
(1) Boxes and bold text indicate markets where Radio One currently owns or will
    own and operate radio stations upon consummation of the acquisitions (other
    than the pending acquisition in an East Coast market) described under
    "Unaudited Pro Forma Consolidated Financial Information."
(2)Population estimates are for 1996 and are based upon BIA Investing in Radio
   Market Report ("BIA 1998 Fourth Edition").
 
 
                                       44
Operating Strategy
 
   In order to maximize net broadcast revenue and broadcast cash flow at our
radio stations, we strive to achieve the largest audience share of African-
American listeners in each market, convert these audience share ratings to
advertising revenue, and control operating expenses. The success of our
strategy relies on the following:
 
  .  market research, targeted programming and marketing;
 
  .  strong management and performance-based incentives;
 
  .  strategic sales efforts;
 
  .  radio station clustering, programming segmentation and sales bundling;
 
  .  advertising partnerships and special events; and
 
  .  significant community involvement.
 
Market Research, Targeted Programming and Marketing
 
   Radio One uses market research to tailor the programming, marketing and
promotions of our radio stations to maximize audience share. To achieve these
goals, we use market research to identify unserved or underserved markets or
segments of the African-American community in current and new markets and to
determine whether to acquire a new radio station or reprogram one of our
existing radio stations to target those markets or segments.
 
   We also seek to reinforce our targeted programming by creating a distinct
and marketable identity for each of our radio stations. To achieve this
objective, in addition to our significant community involvement discussed
below, we employ and promote distinct, high-profile on-air personalities at
many of our radio stations, many of whom have strong ties to the African-
American community.
 
Strong Management and Performance-based Incentives
 
   Radio One focuses on hiring highly motivated and talented individuals in
each functional area of the organization who can effectively help us implement
our growth and operating strategies. Radio One's management team is comprised
of a diverse group of individuals who bring expertise to their respective
functional areas. We seek to hire and promote individuals with significant
potential, the ability to operate with high levels of autonomy and the
appropriate team-orientation that will enable them to pursue their careers
within the organization.
 
   To enhance the quality of our management in the areas of sales and
programming, general managers, sales managers and program directors have
significant portions of their compensation tied to the achievement of certain
performance goals. General managers' compensation is based partially on
achieving broadcast cash flow benchmarks which create an incentive for
management to focus on both sales growth and expense control. Additionally,
sales managers and sales personnel have incentive packages based on sales
goals, and program directors and on-air talent have incentive packages focused
on maximizing overall ratings as well as ratings in specific target segments.
 
Strategic Sales Efforts
 
   Radio One has assembled an effective, highly trained sales staff responsible
for converting audience share into revenue. We operate with a focused, sales-
oriented culture which rewards aggressive selling efforts through a generous
commission and bonus compensation structure. We hire and deploy large teams of
sales professionals for each of our stations or station clusters, and we
provide these teams with the resources necessary to compete effectively in the
markets in which we operate. We utilize various sales strategies to sell
 
                                       45
and market our stations as stand-alones, in combination with other stations
within a given market and across markets, where appropriate.
 
Radio Station Clustering, Programming Segmentation and Sales Bundling
 
   Radio One strives to build clusters of radio stations in our markets, with
each radio station targeting different demographic segments of the African-
American population. This clustering and programming segmentation strategy
allows us to achieve greater penetration into each segment of our target
market. We are then able to offer advertisers multiple audiences and to bundle
the radio stations for advertising sales purposes when advantageous.
 
   We believe there are several potential benefits that result from operating
multiple radio stations in the same market. First, each additional radio
station in a market provides us with a larger percentage of the prime
advertising time available for sale within that market. Second, the more
stations we program, the greater the market share we can achieve in our target
demographic groups through the use of segmented programming. Third, we are
often able to consolidate sales, promotional, technical support and corporate
functions to produce substantial cost savings. Finally, the purchase of
additional radio stations in an existing market allows us to take advantage of
our market expertise and existing relationships with advertisers.
 
Advertising Partnerships and Special Events
 
   We believe that in order to create advertising loyalty, Radio One must
strive to be the recognized expert in marketing to the African-American
consumer in the markets in which we operate. We believe that Radio One has
achieved this recognition by focusing on serving the African-American consumer
and by creating innovative advertising campaigns and promotional tie-ins with
our advertising clients and sponsoring numerous entertainment events each year.
We sponsor the Stone Soul Picnic, an all-day free outdoor concert which
showcases advertisers, local merchants and other organizations to over 100,000
people in each of Washington, D.C. and Baltimore. We also sponsor The People's
Expo every March in Washington, D.C. and Baltimore, which provides
entertainment, shopping and educational seminars to Radio One's listeners and
others from the communities we serve. In these events, advertisers buy signage,
booth space and broadcast promotions to sell a variety of goods and services to
African-American consumers. As we expand our presence in our existing markets
and into new markets, we plan to increase the number of events and the number
of markets in which we host these major events.
 
Significant Community Involvement
 
   We believe our active involvement and significant relationships in the
African-American community provides a competitive advantage in targeting
African-American audiences. In this way, we believe our proactive involvement
in the African-American community in each of our markets significantly improves
the marketability of our radio broadcast time to advertisers who are targeting
such communities.
 
   We believe that a radio station's image should reflect the lifestyle and
viewpoints of the target demographic group it serves. Due to our fundamental
understanding of the African-American community, we believe we are able to
identify music and musical styles, as well as political and social trends and
issues, early in their evolution. This understanding is then integrated into
all aspects of our operations and enables us to create enhanced awareness and
name recognition in the marketplace. In addition, we believe our multi-level
approach to community involvement leads to increased effectiveness in
developing and updating our programming formats. We believe our enhanced
awareness and more effective programming formats lead to greater listenership
and higher ratings over the long-term.
 
 
                                       46
We have a history of sponsoring events that demonstrate our commitment to
the African-American community, including:
 
  .  heightening the awareness of diseases which disproportionately impact
     African-Americans, such as sickle-cell anemia and leukemia, and holding
     fundraisers to benefit the search for their cure;
 
  .  developing contests specifically designed to assist African-American
     single mothers with day care expenses;
 
  .  fundraising for the many African-American churches throughout the
     country that have been the target of arsonists; and
 
  .  organizing seminars designed to educate African-Americans on personal
     issues such as buying a home, starting a business, developing a credit
     history, financial planning and health care.
 
Management Stock Option Plan
 
   On March 10, 1999, we adopted the 1999 Stock Option and Restricted Stock
Grant Plan (the "Option Plan") designed to provide incentives relating to
equity ownership to present and future executive, managerial, and other key
employees of Radio One and our subsidiaries. The Option Plan affords us
latitude in tailoring incentive compensation for the retention of key
personnel, to support corporate and business objectives, and to anticipate and
respond to a changing business environment and competitive compensation
practices. For more information see "Management--Stock Option Plan."
 
 
                                       47
Station Operations
   The following is a general description of each of our markets and our radio
stations in each market. As noted, some of the data provided in the tables
below includes information during periods the radio stations listed were not
owned or operated by Radio One.
 
 Washington, D.C.
   The Washington, D.C. market is estimated to be the eighth largest radio
market in terms of MSA population. In 1998, this market had advertising revenue
estimated to be $252.8 million, making it the sixth largest radio market in
terms of advertising revenue. In 1996, Washington, D.C. had the third largest
African-American population in the United States with an MSA population of
approximately 4.2 million (approximately 27.2% of which was African-American).
We believe that we own the strongest franchise (in terms of audience share and
number of radio stations) of African-American targeted radio stations in the
Washington, D.C. market, with two of the four FM radio stations and two of the
three AM radio stations that target African-Americans. Washington, D.C.
experienced annual radio revenue growth of 5.4% between 1991 and 1996, and
radio revenue in Washington, D.C. is expected to continue growing at an annual
pace of 7.4% between 1997 and 2001. (Source: BIA 1998 Fourth Edition)
1995(/4/) 1996(/4/) 1997(/4/) 1998(/4/) Fall 1998(/5/)
                         --------- --------- --------- --------- --------------
WKYS-FM(/1/)
  Audience share (12-
   plus)................    3.8       4.5       5.8       5.2          5.4
  Audience share rank
   (12-plus)............     9t        6t         2         3            2
  Audience share (18-
   34)..................    5.8       7.5      10.4      10.1         10.2
  Audience share rank
   (18-34)..............      6         2         1         1            1
  Revenue share.........    3.8%      3.3%      4.5%      5.0%         n/a
  Revenue rank..........     14        14        10         9          n/a
WMMJ-FM(/2/)
  Audience share (12-
   plus)................    3.7       4.5       4.1       4.3          5.0
  Audience share rank
   (12-plus)............    11t        6t         9         8            5
  Audience share (25-
   54)..................    4.6       5.4       4.9       5.1          5.8
  Audience share rank
   (25-54)..............      8        3t         7         4            3
  Revenue share.........    3.7%      3.4%      2.9%      3.2%         n/a
  Revenue rank..........     15        13        17        18          n/a
WOL-AM
  Audience share (12-
   plus)................    1.7       1.0       1.1       0.8          0.7
  Audience share rank
   (12-plus)............     19       23t        20        25          25t
  Audience share (35-
   64)..................    2.3       1.1       1.4       1.1          1.0
  Audience share rank
   (35-64)..............    14t        23        19        22          21t
  Revenue share.........    2.0%      1.8%      1.6%      0.8%         n/a
  Revenue rank..........     18        18        19        21          n/a
WMMJ-FM AND WOL-AM
 (combined)
  Audience share (12-
   plus)................    5.4       5.5       5.2       5.1          5.7
  Audience share (25-
   54)..................    6.4       6.2       5.9       5.9          6.5
  Revenue share.........    5.6%      5.3%      4.5%      4.0%         n/a
  Revenue rank..........      7         8        12        11          n/a
WYCB-AM(3)
  Audience share (12-
   plus)................    1.6       1.3       1.2       1.0          0.9
  Audience share rank
   (12-plus)............     20        20        19        22          22t
  Audience share (35-
   64)..................    1.7       1.5       1.4       1.1          1.0
  Audience share rank
   (35-64)..............     19        18        20        19          21t
  Revenue share.........    n/a       n/a       n/a       0.5%         n/a
  Revenue rank..........    n/a       n/a       n/a       n/a          n/a
--------
As used in this table, "n/a" means not available or not applicable and "t"
means tied with one or more other radio stations.
(1)WKYS-FM was acquired by Radio One on June 6, 1995.
(2)WOL-AM and WMMJ-FM advertising time is sold in combination.
(3)Radio One acquired WYCB-AM in the first quarter of 1998 through an
   Unrestricted Subsidiary.
(4) Audience share and audience share rank data are based on Arbitron Survey
    four book averages for the years indicated ending with the Fall Arbitron
    Survey. Revenue share and rank data are based upon the Radio Revenue Report
    of Hungerford for 1998, 1997, 1996, and 1995 (if applicable) except for
    WYCB-AM which does not report to Hungerford. Revenue share for WYCB-AM
    represents the radio station's net broadcast revenue as a percentage of the
    market radio revenue reported by the Hungerford Report (December 1998), as
    adjusted for WYCB-AM's net broadcast revenue.
(5)Fall 1998 Arbitron Survey.
 
                                       48
WOL-AM. In 1980, we acquired our first radio station, WOL-AM, for
approximately $900,000. WOL-AM was a music station with declining revenue and
audience shares that Radio One converted to one of the country's first all-talk
radio stations targeting African-Americans. Radio One's Chairperson, Ms.
Catherine L. Hughes, who hosted WOL-AM's daily four-hour morning show from 1983
to 1995, created a valuable niche for the radio station as "The Voice of
Washington's Black Community." We believe that WOL-AM is a vital communications
platform for the African-American community and political and business leaders
in its market. WOL-AM's ratings have historically fluctuated between a 1.0 and
2.0 share in the 12-plus age demographic market.
 
   WMMJ-FM. In 1987, Radio One purchased WMMJ-FM for approximately $7.5
million. At the time, WMMJ-FM was being programmed in a general market Adult
Contemporary format, and had a 1.2 share of the 12-plus age demographic. After
extensive research we changed the station's format, making WMMJ-FM the first FM
radio station on the East Coast to introduce an Urban Adult Contemporary
("Urban AC") programming format. This format focuses on African-Americans in
the 25-54 age demographic and provides adult-oriented Urban Contemporary music
from the 1960s through the 1990s. The Urban AC format was almost immediately
successful, and in the Fall 1998 Arbitron Survey, the station was ranked number
three in the 25-54 age demographic (with a 5.8 share) and number five in the
12-plus age demographic (with a 5.0 share).
 
   WKYS-FM. In June 1995, Radio One purchased WKYS-FM for approximately $34.0
million. WKYS-FM is a Young Urban Contemporary radio station targeting African-
Americans in the 18-34 age demographic. From 1978 to 1989, WKYS-FM was
Washington, D.C.'s perennial Urban Contemporary leader and was frequently the
market's number one radio station overall. However, in 1987, WPGC-FM (now owned
by Infinity Broadcasting ("Infinity")) changed its format from Adult
Contemporary to Contemporary Hit/Urban ("CHR") Urban and in Spring 1989,
replaced WKYS-FM as the number one urban radio station in terms of audience
share. From 1986 to Fall 1994, WKYS-FM's overall ratings rank fell from number
one to number 12 with a 3.3 share of the 12-plus age demographic, while WPGC-FM
moved from near the bottom to number one with a 9.0 share of the 12-plus age
demographic. By 1995, the former owner of WKYS-FM abandoned the 18-34 age
demographic and began to target the 25-54 age demographic, making it a direct
competitor to Radio One's WMMJ-FM instead of Infinity's WPGC-FM. When Radio One
purchased WKYS-FM in June 1995, we repositioned WKYS-FM's programming away from
WMMJ-FM and back toward the 18-34 age demographic. Since June 1995, we have
been able to increase dramatically WKYS-FM's overall 12-plus age demographic
share and in 1997 WKYS-FM became Washington, D.C.'s number one rated radio
station for the 12-plus and 18-34 age demographics. During this same period,
WPGC-FM fell to the number two position in the 12-plus and 18-34 age
demographics. Recently, WKYS-FM's position has fluctuated between the number
one and number three rated station in the 12-plus age demographic while
maintaining its number one position in the 18-34 age demographic.
 
   WYCB-AM. On March 16, 1998, Radio One acquired, through an Unrestricted
Subsidiary, BHI, the owner of WYCB-AM for approximately $3.8 million. Following
the acquisition, we integrated the operations of WYCB-AM into our existing
radio station operations in the Washington, D.C. market.
 
 
                                       49
Baltimore, Maryland
 
   The Baltimore market is estimated to be the 20th largest radio market in
terms of MSA population and advertising revenue. In 1998, this market had
advertising revenue estimated to be $105.8 million. In 1996, Baltimore had the
11th largest African-American population in the United States with an MSA
population of approximately 2.5 million (approximately 26.0% of which was
African-American). Radio One believes Baltimore is "under radioed" with only 12
viable FM radio stations, in part because of its close proximity to Washington,
D.C., and therefore, is a particularly attractive market. We believe we own the
strongest franchise of African-American targeted radio stations in the
Baltimore market with the only two FM radio stations and two of the four AM
radio stations that target African-Americans. Baltimore experienced annual
radio revenue growth of 8.6% between 1991 and 1996 and radio revenue in
Baltimore is expected to continue growing at an annual pace of 6.2% between
1997 and 2001. (Source: BIA 1998 Fourth Edition)
1995(/3/) 1996(/3/) 1997(/3/) 1998(/3/) Fall 1998(/4/)
                         --------- --------- --------- --------- --------------
WERQ-FM(/1/)
  Audience share (12-
   plus)................    5.2       6.4       9.3       9.4          9.6
  Audience share rank
   (12-plus)............      7         4         1         1            1
  Audience share (18-
   34)..................    8.6      10.7        16      16.6         16.5
  Audience share rank
   (18-34)..............      2         2         1         1            1
WOLB-AM
  Audience share (12-
   plus)................    0.9       0.6       0.9       0.9          0.8
  Audience share rank
   (12-plus)............    23t       28t       15t        18          24t
  Audience share (35-
   64)..................    1.1       0.9       1.2       1.1          0.7
  Audience share rank
   (35-64)..............    19t        23        15       16t          26t
WERQ-FM and WOLB-AM
 (combined)
  Audience share (12-
   plus)................    6.1         7      10.2      10.3         10.4
  Audience share (25-
   54)..................    4.9       5.7       9.1       8.7          8.4
  Revenue share.........    6.7%      6.7%     10.7%     13.1%         n/a
  Revenue rank..........      8         8         4         2          n/a
WWIN-FM(/2/)
  Audience share (12-
   plus)................    4.0       3.6       3.6       5.0          5.5
  Audience share rank
   (12-plus)............     10        10         9         7            6
  Audience share (25-
   54)..................    5.5       4.9       4.9       6.8          7.5
  Audience share rank
   (25-54)..............      5        7t         7         4            3
WWIN-AM
  Audience share (12-
   plus)................    1.1       1.1       0.8       1.1          1.1
  Audience share rank
   (12-plus)............    18t       20t        17        17          19t
  Audience share (35-
   64)..................    1.1       1.4       1.1       1.1          0.8
  Audience share rank
   (35-64)..............    19t        18       16t       16t           25
WWIN-FM and WWIN-AM
 (combined)
  Audience share (12-
   plus)................    5.1       4.7       4.4       6.1          6.6
  Audience share (25-
   54)..................    6.6       6.0       5.8       7.6          8.2
  Revenue share.........    5.7%      5.8%      5.5%      6.0%         n/a
  Revenue rank..........     10        10         9         8          n/a
--------
As used in this table, "n/a" means not available or not applicable and "t"
means tied with one or more other radio stations.
(1)Based upon the Hungerford Report (1998). WERQ-FM and WOLB-AM jointly report
   revenue data to Hungerford.
(2)Based upon the Hungerford Report (1998). WWIN-FM and WWIN-AM jointly report
   revenue data to Hungerford.
(3) Audience share and audience share rank data are based on Arbitron Survey
    four book averages book for the years indicated ending with the Fall
    Arbitron Survey. Revenue share and rank data are based on the Radio Revenue
    Report by Hungerford for 1998, 1997, 1996 and 1995, as applicable.
(4)Fall 1998 Arbitron Survey.
 
   WWIN-FM and WWIN-AM. In January 1992, we made our first acquisition outside
Washington, D.C. market with the purchase of WWIN-FM and its sister station
WWIN-AM for approximately $4.7 million. At the time, WWIN-FM was a distant
second in ratings to its in-format direct competitor WXYV-FM, with less than
one-third of that radio station's market share. Today, WWIN-FM is a leading
urban radio station in the 25-54 age demographic in the Baltimore market
(ranked number two in the Fall 1998 Arbitron Survey with a 7.5 share), and
WWIN-AM continues to occupy an attractive niche on the AM frequency with its
Gospel programming format.
 
                                       50
WERQ-FM and WOLB-AM. In September 1993, Radio One completed another
acquisition in the Baltimore market with the purchase of WERQ-FM and WOLB-AM
(formerly WERQ-AM) for approximately $9.0 million. WERQ-FM was, at the time of
its acquisition, a CHR/Urban radio station, while WERQ-AM was a satellite-fed,
all-news radio station. We converted the format of WERQ-FM to a more focused
Young Urban Contemporary format targeted at the 18-34 age demographic, while
WOLB-AM began simulcasting with Radio One's Black Talk radio station in
Washington, D.C., WOL-AM. After we aggressively marketed the station, WERQ-FM
became Baltimore's dominant station ranked number one in the 12-plus, 18-34 and
25-54 age demographics in the Fall 1998 Arbitron Survey, a position it first
achieved in the Spring 1997 Arbitron Survey, while its former primary
competitor, WXYV-FM, changed format during 1997 and no longer targets the same
listener base as that of WERQ-FM.
 
 Atlanta, Georgia
 
   The Atlanta market is estimated to be the 13th largest radio market in terms
of MSA population. In 1998, this market had radio advertising revenue estimated
to be $242.2 million, making it the 10th largest radio market in terms of
advertising revenue. In 1996, Atlanta had the seventh largest African-American
population in the United States with an MSA population of approximately 3.6
million (approximately 25.7% of which was African-American). Radio One believes
Atlanta is "under radioed" with only 15 viable FM radio stations. Due to a
rapidly growing local economy, the Atlanta market has one of the country's
fastest growth rates in terms of radio revenue. Atlanta experienced annual
radio revenue growth of 12.1% between 1991 and 1998, and radio revenue in
Atlanta is expected to continue growing at an average annual rate of 8.2%
between 1997 and 2001. (Source: BIA 1998 Fourth Edition)
 
   On March   , 1999, Radio One acquired ROA, an affiliate of Radio One, for
     shares of Radio One Common Stock. Radio One also assumed and retired
approximately $16.3 million of net indebtedness of ROA and Dogwood. At the
time, ROA owned approximately 33% of Dogwood. On March   , 1999, Radio One
acquired the remaining approximate 67% of Dogwood for $3.6 million. Founded in
1995, ROA owns and operates WHTA-FM. Dogwood owns WAMJ-FM which, prior to ROA's
acquisition of 100% of Dogwood, ROA operated under an LMA. Upon the completion
of these acquisitions, ROA became a wholly-owned subsidiary of Radio One, and
Dogwood became a wholly owned subsidiary of ROA. See "Certain Relationships and
Related Transactions."
1996(/1/) 1997(/1/) 1998(/1/) Fall 1998(/2/)
                                    --------- --------- --------- --------------
WHTA-FM
  Audience share (12-plus).........    4.9       5.0       4.7         4.5
  Audience share rank (12-plus)....      9         9         9           9
  Audience share (25-54)...........    8.0       8.0       8.6         8.3
  Audience share rank (25-54)......      5         4         4           4
  Revenue share....................    2.2%      2.9%      3.5%        n/a
  Revenue rank.....................     12        12        12         n/a
WAMJ-FM(/3/)
  Audience share (12-plus).............................    2.2         1.8
  Audience share rank (12-plus)........................     15          17
  Audience share (25-54)...............................    3.1         2.5
  Audience share rank (25-54)..........................     13          14
  Revenue share........................................    1.1%        n/a
  Revenue rank.........................................    n/a         n/a
--------
As used in this table, "n/a" means not available or not applicable.
(1) Audiences share and audience share rank data are based on Arbitron Survey
    four book averages for the years indicated ending with the Fall Arbitron
    Survey. Revenue share and rank data are based on the Radio Revenue Report
    by Miller Kaplan for 1998, 1997 and 1996, as applicable. Revenue share for
    WAMJ-FM represents its net broadcast revenue as a percentage of the market
    radio revenue reported by Miller Kaplan for December 1998, as adjusted for
    WAMJ-FM's net broadcast revenue.
(2) Fall 1998 Arbitron Survey.
(3) WAMJ-FM commenced broadcasting in December 1997.
 
                                       51
WHTA-FM. In 1995, ROA acquired WHTA-FM (formerly WQUL-FM) from Design Media,
Inc. for approximately $4.8 million. WHTA-FM was a 6 kW Class A facility
licensed to Griffin, Georgia, a community 40 miles southwest of the Atlanta
market. Prior to selling the station, Design Media received a construction
permit to upgrade the station to Class C3 and changed its community of license
to Fayetteville, Georgia. In conjunction with Radio One's management, Design
Media moved the station's transmitter site 20 miles closer to Atlanta. In July
1995, ROA launched a new Young Urban Contemporary music format that has
consistently garnered a 4.5 to 5.0 share of the 12-plus age demographic. WHTA-
FM remains consistently ranked in the top three stations in its primary target
group, the 12-17 age demographic, and in the top five stations among its
secondary target group, the 18-34 age demographic, ranking number four in the
Fall 1998 Arbitron Survey with an 8.3 share.
 
   WAMJ-FM. In March 1997, ROA entered into an agreement with Dogwood to
provide financing for a new 6 kW Class A radio station that had been assigned
to Roswell, Georgia, a community approximately twenty miles north of downtown
Atlanta. ROA received an approximate 33% ownership stake, along with an option
to purchase 100% of the station. ROA also entered into an LMA allowing ROA to
operate the station in the Atlanta market. On December 16, 1997, ROA launched
an R&B oldies format on WAMJ-FM targeting the 25-54 age demographic. In
November 1998, Dogwood received an FCC construction permit to upgrade WAMJ's
signal to Class C3. WAMJ-FM began operating at 25 kW in December 1998, greatly
improving its penetration of the Atlanta market and giving the station total
coverage of the Atlanta metropolitan area.
 
   In Atlanta, Radio One competes directly against Infinity's Young Urban
Contemporary station, WVEE-FM, and against Midwestern Broadcasting's Urban
Adult Contemporary station, WALR-FM. However, Radio One owns more FM radio
stations targeting African-Americans in Atlanta than any other entity.
 
 Philadelphia, Pennsylvania
 
   The Philadelphia market is estimated to be the fifth largest radio market in
terms of MSA population. In 1998, this market had advertising revenue estimated
to be $242.3 million, making it the seventh largest radio market in terms of
advertising revenue. In 1996, Philadelphia had the sixth largest African-
American population in the United States with an MSA population of
approximately 4.9 million (approximately 19.9% of which was African-American).
Philadelphia experienced annual radio revenue growth of 9.4% between 1991 and
1996, and radio revenue in Philadelphia is expected to continue growing at an
annual pace of 6.5% between 1997 and 2001. (Source: BIA 1998 Fourth Edition)
1997(/1/) 1998(/1/) Fall 1998(/2/)
                                              --------- --------- --------------
WPHI-FM
  Audience share (12-plus)...................    3.6       3.3         3.3
  Audience share rank (12-plus)..............     15        13t         14
  Audience share (18-34).....................    6.4       6.0         6.0
  Audience share rank (18-34)................      5         5           5
  Revenue share..............................    1.2%      2.2%        n/a
  Revenue rank...............................     18        16         n/a
--------
As used in this table, "n/a" means not available or not applicable and "t"
means tied with one or more other radio stations.
(1) Audiences share and audience share rank data are based on Arbitron Survey
    four book averages ending with the Fall Arbitron Survey for the years
    indicated. Revenue share and rank data are based on the Radio Revenue
    Report by Miller Kaplan for December 1998 and 1997, as applicable.
(2) Fall 1998 Arbitron Survey.
 
   WPHI-FM. On February 8, 1997, Radio One entered into an LMA with the owner
of WPHI-FM (formerly WDRE-FM), and changed the radio station's programming
format from Modern Rock to Young Urban Contemporary targeting the 18-34 age
demographic. On May 19, 1997, we acquired WPHI-FM for approximately $20.0
million, providing us with an opportunity to apply our operating strategy in
another top-30 African-American market. Although WPHI-FM is a Class A facility
operating at the equivalent of 3 kW, we believe it adequately reaches at least
90% of African-Americans in Philadelphia. In the Fall 1998 Arbitron Survey,
WPHI-FM achieved a 3.3 share in the 12-plus age demographic and had solidly
positioned itself as the number two Young Urban Contemporary station in the
market behind WUSL-FM.
 
                                       52
Detroit, Michigan
 
   The Detroit market is estimated to be the seventh largest radio market in
terms of MSA population. In 1998, this market had advertising revenue estimated
to be $225.1 million, making it the 11th largest radio market in terms of
advertising revenue. Detroit is the fifth largest African-American market with
an MSA population of approximately 4.5 million in 1996 (approximately 22.5% of
which was African-American). Detroit experienced annual radio revenue growth of
8.4% between 1991 and 1996, and radio revenue in Detroit is expected to
continue growing at an annual pace of 7.5% between 1997 and 2001. (Source: BIA
1998 Fourth Edition)
1998(/1/) Fall 1998(/2/)
                                                        --------- --------------
WDTJ-FM
  Audience share (12-plus).............................    3.4         3.3
  Audience share rank (12-plus)........................     12          13
  Audience share (18-34)...............................    5.8         5.4
  Audience share rank (18-34)..........................      4           5
  Revenue share........................................    2.0         n/a
  Revenue rank.........................................    n/a         n/a
--------
As used in this table, "n/a" means not available or not applicable.
(1) Audience share and audience share rank data are based on Arbitron Survey
    four book averages for the years indicated ending with the Fall Arbitron
    Survey. Revenue share and rank data are based on the Radio Revenue Report
    by Hungerford for 1998.
(2)Fall 1998 Arbitron Survey.
 
   WDTJ-FM and WCHB-AM. On June 30, 1998, Radio One acquired Bell Broadcasting,
which owns two radio stations, WDTJ-FM (formerly WCHB-FM) and WCHB-AM, located
in the Detroit, Michigan market and one radio station, WJZZ-AM, located in
Kingsley, Michigan. Radio One paid approximately $34.2 million in cash and the
cost of certain improvements to the stations. WDTJ-FM is a Young Urban
Contemporary station similar to our WERQ-FM in Baltimore and WKYS-FM in
Washington, D.C. WCHB-AM's facilities were recently upgraded from 25 kW to 50
kW. In the future, we may dispose of the station located in Kingsley, Michigan
because that station is not integral to the Bell Broadcasting operation and is
located a substantial distance from Detroit.
 
   WWBR-FM. On December 28, 1998, Radio One acquired Allur-Detroit for
approximately $26.5 million in cash. Allur-Detroit owns WWBR-FM licensed to Mt.
Clemens, Michigan, which is part of the Detroit MSA. Allur-Detroit's
stockholders included Syncom Venture Partners, an affiliate of one of Radio
One's stockholders, Syncom. On January 16, 1999, we changed the format of WWBR-
FM to Adult Contemporary. WWBR-FM is the first station owned by Radio One that
primarily targets a non-African-American audience.
 
 St. Louis, Missouri
 
   The St. Louis market is estimated to be the 19th largest radio market in
terms of MSA population. In 1998, this market had advertising revenue estimated
to be $116.5 million, making it the 18th largest radio market in terms of
advertising revenue. St. Louis is the 16th largest African-American market with
an MSA population of approximately 2.6 million in 1996 (approximately 17.2% of
which was African-American). St. Louis experienced annual radio revenue growth
of 8.8% between 1991 and 1996, and radio revenue in St. Louis is expected to
continue growing at an annual rate of 6.9% between 1997 and 2001. (Source: BIA
1998 Fourth Edition)
 
   On November 23, 1998, Radio One entered into an agreement to acquire the
assets of WFUN-FM, licensed to Bethalto, Illinois for approximately $13.6
million in cash. We expect to move WFUN-FM to a broadcast tower site closer to
downtown St. Louis, reformat the station and upgrade its signal from 6 kW to
25 kW.
 
   The FCC approved of Radio One's acquisition of the assets of WFUN-FM on
January 26, 1999. The FCC's action will become a final action on March 10,
1999, provided that no party files a petition for reconsideration of the FCC's
action and the FCC does not reconsider the decision on its own motion.
 
 
                                       53
Cleveland, Ohio
 
   The Cleveland market is estimated to be the 23rd largest radio market in
terms of MSA population and advertising revenue. In 1998, this market had
advertising revenue estimated to be $96.7 million. Cleveland is the 17th
largest African-American market with an MSA population of approximately 2.1
million (approximately 18.7% of which was African-American). Cleveland
experienced annual radio revenue growth of 7.9% between 1991 and 1996, and
radio revenue in Cleveland is expected to continue growing at an annual pace of
6.9% between 1997 and 2001. (Source: BIA 1998 Fourth Edition)
 
   On March   , 1999, Radio One entered into an asset purchase agreement with
Clear Channel Communications to acquire WENZ-FM and WERE-AM for approximately
$20.0 million in cash.
 
   WENZ-FM is licensed to Cleveland, Ohio, and is currently programming an
Alternative Rock format. WENZ-FM garnered 2.4 share in the Fall 1998 Arbitron
Survey of the market's 12-plus age demographic.
 
   WERE-AM is licensed to Cleveland, Ohio, and is currently programming a News
Talk format. WERE-AM achieved a 0.4 share in the Fall 1998 Arbitron Survey of
the market's 12-plus age demographic.
 
   Consummation of the acquisition of radio stations WENZ-FM and WERE-AM is
subject to the receipt of prior FCC approval. An application for FCC consent to
the acquisition of radio stations WENZ-FM and WERE-AM was filed on February 8,
1999, and we anticipate that initial approval will be granted before May 1,
1999, after the petition to deny period has elapsed, but there can be no
assurance that FCC approval for the acquisition will be obtained. In addition,
the acquisition will undergo review by the Justice Department pursuant to the
requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR
Act"). There can be no assurance that in connection with such review that the
Justice Department will not require a restructuring of the acquisition.
 
 Richmond, Virginia
 
   Richmond is estimated to be the 57th largest radio market in terms of MSA
population. In 1998, this market had radio advertising revenue estimated to be
$45.8 million, making it the 46th largest radio market in terms of advertising
revenue. Richmond is the 19th largest African-American market with an MSA
population of approximately 937,000 in 1996 (approximately 30.0% of which was
African-American). Richmond experienced annual radio revenue growth of 5.7%
between 1991 and 1996, and radio revenue in Richmond is expected to continue
growing at an annual rate of 6.5% between 1997 and 2001. (Source: BIA 1998
Fourth Edition)
 
   Radio One believes that Richmond is a particularly attractive market due to
its proximity to Radio One headquarters in the Washington, D.C area. Due to
this proximity, Radio One believes that it can leverage its regional advertiser
relationships and its regionally located management and on-air talent in the
Richmond market. We have entered into agreements or letters of intent to
acquire six FM and one AM radio stations in three separate transactions. Upon
completion of these acquisitions, we believe we will be well positioned as a
strong provider of urban-oriented programming to Richmond's African-American
market. We will also be the second provider of Country programming and will
have additional signals available for other format opportunities and under-
served demographics in the Richmond market.
 
   On February 10, 1999, Radio One entered into an asset purchase agreement to
acquire WDYL-FM, licensed to Chester, Virginia for approximately $4.6 million
in cash. WDYL-FM, currently a Religious format station, is in the Richmond,
Virginia market.
 
   On February 26, 1999, Radio One entered into an asset purchase agreement to
acquire WKJS-FM, licensed to Crewe, Virginia, and WSOJ-FM, licensed to
Petersburg, Virginia, for approximately $12.0 million in cash, subject to
purchase price adjustments. Both stations, currently urban format stations, are
in the Richmond, Virginia market.
 
 
                                       54
WKJS-FM, licensed to Crewe, Virginia, is a 100 kW station and generally
covers the entire Richmond market. The station changed its format from Oldies
to Urban Adult Contemporary in March 1998 and has since experienced a
significant ratings increase. WKJS-FM's ratings increased from a 3.1 share in
the 12-plus age demographic in the Winter 1998 Arbitron Survey to an 8.2 share
in the 12-plus age demographic in the Fall 1998 Arbitron Survey. In the 25-54
age demographic, WKJS-FM earned a 10.6 share in the Fall 1998 Arbitron Survey,
ranking it number one, tied with one other station.
 
   WSOJ-FM, licensed to Petersburg, Virginia, primarily covers Petersburg,
located in the southern portion of the Richmond metropolitan area. A Young
Urban Contemporary station, WSOJ-FM earned a 3.2 share in the 12-plus age
demographic in the Fall 1998 Arbitron Survey. WKJS-FM and WSOJ-FM have been
operated and sold in combination for most of 1998.
 
   On March   , 1999, Radio One entered into an asset purchase agreement to
purchase WCDX-FM, WPLZ-FM, WJRV-FM and WGCV-AM, for $34.0 million. WCDX-FM, a
Young Urban Contemporary station licensed to Mechanicsville, Virginia, covers
the entire Richmond metropolitan area. WCDX-FM has averaged a 10.1 share of the
12-plus age demographic for the last 2 years and is currently ranked number two
overall in the 12-plus age demographic, tied with another station with an 8.8
share, according to the Fall 1998 Arbitron Survey. WCDX-FM is also ranked
number one in the 18-34 age demographic and number four in the 25-54 age
demographic.
 
   WCDX-FM's sister station, WPLZ-FM, currently programs an Urban Oldies format
and earned a 4.8 share of the 12-plus age demographic in the Fall 1998 Arbitron
Survey. WPLZ-FM, licensed to Petersburg, Virginia, primarily covers the
southern Richmond metropolitan area. The two stations have historically been
sold in combination and have been the market leaders in terms of urban radio
revenue share. WJRV-FM, licensed to Richmond, Virginia, recently changed
formats from Smooth Jazz to Country, in order to challenge WKHK-FM, the leading
country radio station in Richmond. WJRV-FM earned a 1.5 share of the 12-plus
age demographic in the Fall 1998 Arbitron Survey after approximately 3 months
in the Country format. WGCV-AM is a Religious formatted station, licensed to
Petersburg, Virginia, that does not currently have any significant audience or
revenue share.
 
   Consummation of the acquisition of these radio stations in Richmond is
subject to the receipt of prior FCC approval. An application for FCC consent to
the acquisition of WDYL-FM was filed on February 18, 1999, and we anticipate
that initial approval of the acquisition will be granted by May 1, 1999, after
the petition to deny period has elapsed, but there can be no assurance that FCC
approval for the acquisition will be obtained. An application for FCC consent
to the acquisitions of WKJS-FM and WSOJ-FM was filed on March 5, 1999, and we
anticipate that initial approval of the acquisitions will be granted by June 1,
1999, after the petition to deny period has elapsed, but there can be no
assurance that FCC approval of the acquisitions will be obtained. An
application for FCC consent to the acquisitions of WJRV-FM, WCDX-FM, WPLZ-FM
and WGCV-AM was filed on April   , 1999, and we anticipate that initial
approval of the acquisitions will be granted by June 1, 1999, after the
petition to deny period has elapsed, but there can be no assurance that FCC
approval for the acquisitions will be obtained. In addition, the acquisitions
of WRJV-FM, WCDX-FM, WPLZ-FM and WGCV-AM will undergo review by the Justice
Department pursuant to the requirements of the HSR Act. There can be no
assurance that in connection with such review the Justice Department will not
require a restructuring of the acquisitions.
 
 East Coast Market
 
   On February 11, 1999, Radio One entered into a letter of intent to acquire a
radio station in an East Coast market. Consummation of the acquisition of this
radio station is subject to, among other things, the receipt of prior FCC
approval. An application for FCC consent to the acquisition is expected to be
filed by May 31, 1999. Once the FCC application is filed, we anticipate that
initial approval to the acquisition will be granted after the petition to deny
period has elapsed, but there can be no assurance that FCC approval for the
acquisition will be obtained.
 
                                       55
Advertising Revenue
 
   Substantially all of Radio One's net broadcast revenue is generated from the
sale of local and national advertising for broadcast on our radio stations.
Additional net broadcast revenue is generated from network compensation
payments and other miscellaneous transactions. Local sales are made by the
sales staffs located in our markets. National sales are made by firms
specializing in radio advertising sales on the national level, in exchange for
a commission from Radio One that is based on a percentage of our net broadcast
revenue from the advertising obtained. Approximately 67.4% of our net broadcast
revenue for the fiscal year ended December 31, 1998, was generated from the
sale of local advertising and 30.3% from sales to national advertisers, with
the balance of net broadcast revenue being derived from network advertising,
tower rental income and ticket and other revenue related to special events
hosted by Radio One.
 
   We believe that advertisers can reach the African-American community more
cost effectively through radio broadcasting than through newspapers or
television. Advertising rates charged by radio stations are based primarily on
(i) a radio station's audience share within the demographic groups targeted by
the advertisers, (ii) the number of radio stations in the market competing for
the same demographic groups, and (iii) the supply and demand for radio
advertising time. Advertising rates are generally highest during the morning
and afternoon commuting hours.
 
   A radio station's listenership is reflected in ratings surveys that estimate
the number of listeners tuned to a radio station and the time they spend
listening to that radio station. Each radio station's ratings are used by its
advertisers to consider advertising with the radio station, and are used by
Radio One to chart audience growth, set advertising rates and adjust
programming.
 
Strategic Diversification
 
   Radio One will continue to evaluate potential radio acquisitions in African-
American markets. We are exploring opportunities in other forms of media to
apply our expertise in marketing to African-Americans. Such opportunities could
include outdoor advertising in urban environments, an urban-oriented Internet
strategy, an urban-oriented radio network, music production, publishing and
other related businesses.
 
   We recently entered into an exclusive programming agreement with XM
Satellite Radio, Inc. to provide African-American talk and music programming to
be broadcast on XM Satellite's satellite digital audio radio service, which is
expected to be available in 2000.
 
   We have also invested, together with most publicly-traded radio companies,
in a recent private placement for USA Digital Radio, Inc., a leading developer
of in-band on-channel digital audio broadcast technology. This technology could
enable radio broadcasters to convert from analog to digital broadcasting within
the existing frequency allocation of their AM and FM stations. In conjunction
with this investment, Alfred C. Liggins, III, the Chief Executive Officer and
President of Radio One, became a board member of USA Digital Radio, Inc.
 
   Additionally, we have recently invested in PNE Media Holdings, LLC, a
privately-held outdoor advertising company with a presence in several of the
markets in which we own radio stations.
 
                                       56
Properties
 
   The following chart sets forth the principal real property and radio related
facilities owned or leased by Radio One (including properties to be acquired
pursuant to pending acquisitions).
Owned or Leased                        Approximate Size
Property Address         Type of Facility and Use (Expiration Date)  Tenant/Owner          (Square Feet)
----------------         ------------------------ ------------------ ----------------- ----------------------
5900 Princess Garden
Parkway,                   Corporate Office,      Leased             Radio One         21,546
1st, 7th and 8th Floors    WKYS-FM, WOL-AM        (expires 12/31/11)
Lanham, MD                 WMMJ-FM, WYCB-AM
                           Studio
4001 Nebraska Avenue,
 N.W.                      WKYS-FM                Leased             Radio One         Tower and
Washington, D.C.           Transmitter            (expires 11/30/01)                   transmitter space
62 Pierce Street, N.E.     WOL-AM Transmitter     Leased             Radio One         Tower and
Washington, D.C.                                  (expires 3/31/01)                    transmitter space
4400 Massachusetts
Avenue, N.W.               WMMJ-FM Transmitter    Leased             Radio One         Leased Tower space (+)
Washington, D.C.                                  (expires 4/30/04)                    200
100 St. Paul Street        WWIN-AM/FM,            Leased             Radio One         8,000
Baltimore, MD              WERQ-FM, WOLB-AM       (expires 10/31/03)
                           Studio
Greenmount Avenue and      WWIN-AM Transmitter    Leased             Radio One         225
29th Street                                       (expires 8/31/01)
Baltimore, MD
(Waverly Towers)
1315 W. Hamburg Street     WOLB-AM Transmitter    Leased             Radio One         Tower and
Baltimore, MD                                     (expires 12/31/00)                   transmitter space
7 St. Paul Street          Satellite Dish Space   Leased             Radio One         200
Baltimore, MD                                     (expires 4/22/04)
100 Old York Road          WPHI-FM, Studio        Leased             Radio One         5,661
Jenkintown, PA                                    (expires 10/31/03)
Domino Lane and Fowler
Street                     WPHI-FM Transmitter    Leased             Radio One         Tower and
Philadelphia, PA                                  (expires 6/29/06)                    transmitter space
2501 Hawkins Point Road    WWIN-FM Transmitter    Owned              Radio One         16,800
Baltimore City, MD
2709 Boarman Avenue        WERQ-FM Transmitter    Owned              Radio One         24,920
(4334-4338 Park Heights
Ave.)
Baltimore, MD
Walker Mill Road           WYCB-AM Transmitter    Leased             BHI               Tower and
District Heights, MD                              (expires 11/99)                      transmitter space
2994 East Grand River      WDTJ-FM, Studio        Leased             Bell Broadcasting 3,000
Detroit, MI 48202                                 (expires 6/30/99)
24600 Greenfield Road      WDTJ-FM Transmitter    Leased             Bell Broadcasting Tower and
Oak Park, MI                                      (expires 3/31/04)                    transmitter space
32790 Henry Huff Road      WCHB-AM Office Site    Owned              Bell Broadcasting 80 acres
Romulus, MI
York Road                  WJZZ-AM Transmitter    Owned              Bell Broadcasting
Kingsley, MI
Huron Township, MI         WCHB-AM Transmitter    Owned              Bell Broadcasting 80 acres
Tyrone Cook Road #1        WHTA-FM Transmitter    Leased             ROA               Tower and
Tyrone, GA                                        (expires 12/6/09)                    transmitter space
75 Piedmont Ave.           WHTA-FM                Leased             ROA               11,600
Atlanta, GA                WAMJ-FM                (expires 10/1/04)
                           Studio
57
Owned or Leased               Approximate Size
Property Address  Type of Facility and Use (Expiration Date) Tenant/Owner  (Square Feet)
----------------  ------------------------ ----------------- ------------ ----------------
1050 Crown Pointe        WAMJ-FM Transmitter    Leased             Dogwood       Tower and
Atlanta, GA                                     (expires 8/31/01)                transmitter space
850 Stephenson Highway   WWBR-FM                Leased             Allur-Detroit 5,766
Troy, MI                 Studio                 (expires 2/1/02)
21340 Pitko Street       WWBR-FM Transmitter    Leased             Allur-Detroit Tower and
Mt. Clemens, MI                                 (expires 12/31/08)               transmitter space
Edwardsville Township,
IL                       WFUN-FM Transmitter    Owned              Radio One     3 acres
500 Northwest Plaza      WFUN-FM Studio         Leased             Radio One     1,396
Office Tower, Suite 310                         (expires 3/31/99)
St. Ann, MO
Larimore Road            WFUN-FM Transmitter    Leased             Radio One     Tower and
St. Louis, MO                                                                    transmitter space
North Royalton, OH       WERE-AM Transmitter    Owned              Radio One     Tower and
                                                                                 transmitter space
Newbury Township, OH     WENZ-FM Transmitter    Owned              Radio One     Tower and
                                                                                 transmitter space
                         WERE-AM/WENZ-FM Studio Leased             Radio One
4312 Old Hundred Rd.     WDYL-FM Studio         Leased             Radio One     1,872
Chester, VA                                     (expires 2000)
10300 Brightwood Avenue  WDYL-FM Transmitter    Leased             Radio One     Tower and
Chesterfield, VA                                (expires 2014)                   transmitter space
6001 Wilkinson Road      WKJS-FM/WSOJ-FM        Leased             Radio One
Richmond, VA             Studio                 (expires 2000)
East Side Rt. 608        WKJS-FM Transmitter    Owned              Radio One     Tower and
Nottoway County, VA                                                              transmitter space
3321 Johnson Rd.         WSOJ-FM Transmitter    Leased             Radio One     Tower and
Petersburg, VA                                  (expires 10/31/02)               transmitter space
                         WCDX-FM, WPLZ-FM,
                         WJRV-FM, and
                         WGCV-AM Studio
                         WCDX-FM Transmitter    Leased             Radio One     Tower and
                                                                                 transmitter space
                         WPLZ-FM Transmitter    Owned              Radio One     Tower and
                                                                                 transmitter space
                         WJRV-FM Transmitter    Leased             Radio One     Tower and
                                                                                 transmitter space
                         WGCV-AM Transmitter    Owned              Radio One     Tower and
                                                                                 transmitter space
The real property owned or leased by Radio One is the subject of a security
interest held pursuant to the terms of our Bank Credit Facility.
 
   Radio One owns substantially all of our other equipment, consisting
principally of studio equipment and office equipment. The towers, antennae and
other transmission equipment used by our radio stations are generally in good
condition, although opportunities to upgrade facilities are periodically
reviewed.
 
   We believe that the facilities for our radio stations and office space in
Washington, D.C., Baltimore, Atlanta, Philadelphia, Detroit, St. Louis and
Richmond are generally suitable and of adequate size for their current and
intended purposes other than for routine modifications and expansions which may
be required from time to time but would not be expected to have a material
adverse effect on us or our financial position or performance. We believe we
will be able to obtain suitable facilities for our radio stations in Cleveland
and the East Coast market on reasonable terms.
 
 
                                       58
Competition
 
   The radio broadcasting industry is highly competitive. Radio One's stations
compete for audiences and advertising revenue with other radio stations and
with other media such as television, newspapers, direct mail and outdoor
advertising. Audience ratings and advertising revenue are subject to change and
any adverse change in a market could adversely affect our net broadcast revenue
in that market. If a competing station converts to a format similar to that of
one of our stations, or if one of our competitors strengthens its operations,
our stations could suffer a reduction in ratings and advertising revenue. Other
radio companies which are larger and have more resources may also enter markets
where we operate. Although we believe our stations are well positioned to
compete, we cannot assure you that our stations will maintain or increase their
current ratings or advertising revenue.
 
   The radio broadcasting industry is also subject to rapid technological
change, evolving industry standards and the emergence of new media
technologies. Several new media technologies are being developed, including the
following: (i) audio programming by cable television systems, direct broadcast
satellite systems, Internet content providers and other digital audio broadcast
formats; (ii) satellite digital audio radio service, which could result in the
introduction of several new satellite radio services with sound quality
equivalent to that of compact discs; and (iii) in-band on-channel digital
radio, which could provide multi-channel, multi-format digital radio services
in the same band width currently occupied by traditional AM and FM radio
services. We recently entered into a programming agreement with a satellite
digital audio radio service and have also invested in a developer of digital
audio broadcast technology. However, we cannot assure you that these
arrangements will be successful or enable us to adapt effectively to these new
media technologies. We also cannot assure you that we will continue to have the
resources to acquire other new technologies or to introduce new services that
could compete with other new technologies.
 
Antitrust
 
   An important part of our growth strategy is the acquisition of additional
radio stations. After the passage of the Telecommunications Act of 1996, the
Justice Department has become more aggressive in reviewing proposed
acquisitions of radio stations and radio station networks. The Justice
Department is particularly aggressive when the proposed buyer already owns one
or more radio stations in the market of the station it is seeking to buy.
Recently, the Justice Department has challenged a number of radio broadcasting
transactions. Some of those challenges ultimately resulted in consent decrees
requiring, among other things, divestitures of certain stations. In general,
the Justice Department has more closely scrutinized radio broadcasting
acquisitions that result in local market shares in excess of 40% of radio
advertising revenue. Similarly, the FCC staff has announced new procedures to
review proposed radio broadcasting transactions even if the proposed
acquisition otherwise complies with the FCC's ownership limitations. In
particular, the FCC may invite public comment on proposed radio transactions
that the FCC believes, based on its initial analysis, may present ownership
concentration concerns in a particular local radio market.
 
Federal Regulation of Radio Broadcasting
 
   The radio broadcasting industry is subject to extensive and changing
regulation by the FCC of programming, technical operations, employment and
other business practices. The FCC regulates radio broadcast stations pursuant
to the Communications Act. The Communications Act permits the operation of
radio broadcast stations only in accordance with a license issued by the FCC
upon a finding that the grant of a license would serve the public interest,
convenience and necessity. The Communications Act provides for the FCC to
exercise its licensing authority to provide a fair, efficient and equitable
distribution of broadcast service throughout the United States. Among other
things, the FCC assigns frequency bands for radio broadcasting; determines the
particular frequencies, locations and operating power of radio broadcast
stations; issues, renews, revokes and modifies radio broadcast station
licenses; establishes technical requirements for certain transmitting equipment
used by radio broadcast stations; adopts and implements regulations and
policies that directly or
 
                                       59
indirectly affect the ownership, operation, program content and employment and
business practices of radio broadcast stations; and has the power to impose
penalties, including monetary forfeitures, for violations of its rules and the
Communications Act.
 
   The Communications Act prohibits the assignment of an FCC license, or other
transfer of control of an FCC licensee, without the prior approval of the FCC.
In determining whether to grant requests for consents to assignments or
transfers, and in determining whether to grant or renew a radio broadcast
license, the FCC considers a number of factors pertaining to the licensee (and
any proposed licensee), including restrictions on foreign ownership, compliance
with FCC media ownership limits and other FCC rules, licensee "character" and
compliance with the Anti-Drug Abuse Act of 1988.
 
   The following is a brief summary of certain provisions of the Communications
Act and specific FCC rules and policies. This summary does not purport to be
complete and is qualified in its entirety by the text of the Communications
Act, the FCC's rules and regulations, and the rulings of the FCC. You should
refer to the Communications Act and these FCC rules and rulings for further
information concerning the nature and extent of federal regulation of radio
broadcast stations.
 
   A licensee's failure to observe the requirements of the Communications Act
or FCC rules and policies may result in the imposition of various sanctions,
including admonishment, fines, the grant of "short" (less than the maximum
eight-year) renewal terms, the grant of a license with conditions or, for
particularly egregious violations, the denial of a license renewal application,
the revocation of an FCC license or the denial of FCC consent to acquire
additional broadcast properties. Congress and the FCC have had under
consideration, and may in the future consider and adopt, new laws, regulations
and policies regarding a wide variety of matters that could, directly or
indirectly, affect the operation, ownership and profitability of Radio One's
radio stations, result in the loss of audience share and advertising revenue
for our radio broadcast stations or affect our ability to acquire additional
radio broadcast stations or finance such acquisitions. Such matters may include
changes to the license authorization and renewal process; proposals to impose
spectrum use or other fees on FCC licensees; auction of new broadcast licenses;
changes to the FCC's equal employment opportunity regulations and other matters
relating to involvement of minorities and women in the broadcasting industry;
proposals to change rules relating to political broadcasting including
proposals to grant free air time to candidates, and other changes regarding
program content; proposals to restrict or prohibit the advertising of beer,
wine and other alcoholic beverages; technical and frequency allocation matters,
including creation of a new low power radio broadcast service; the
implementation of digital audio broadcasting on both a satellite and
terrestrial basis; changes in broadcast cross-interest, multiple ownership,
foreign ownership, cross-ownership and ownership attribution policies;
proposals to allow telephone companies to deliver audio and video programming
to homes in their service areas; and proposals to alter provisions of the tax
laws affecting broadcast operations and acquisitions.
 
   Radio One cannot predict what changes, if any, might be adopted, nor can we
predict what other matters might be considered in the future, nor can we judge
in advance what impact, if any, the implementation of any particular proposals
or changes might have on our business.
 
FCC Licenses
 
   The Communications Act provides that a broadcast station license may be
granted to any applicant if the public interest, convenience and necessity will
be served thereby, subject to certain limitations. In making licensing
determinations, the FCC considers an applicant's legal, technical, financial
and other qualifications. The FCC grants radio broadcast station licenses for
specific periods of time and, upon application, may renew them for additional
terms. Under the Communications Act, radio broadcast station licenses may be
granted for a maximum term of eight years.
 
   Generally, the FCC renews radio broadcast licenses without a hearing upon a
finding that: (i) the radio station has served the public interest, convenience
and necessity, (ii) there have been no serious violations by the licensee of
the Communications Act or FCC rules and regulations, and (iii) there have been
no other
 
                                       60
violations by the licensee of the Communications Act or FCC rules and
regulations which, taken together, indicate a pattern of abuse. After
considering these factors, the FCC may grant the license renewal application
with or without conditions, including renewal for a term less than the maximum
otherwise permitted, or hold an evidentiary hearing. In addition, the
Communications Act authorizes the filing of petitions to deny a license renewal
during specific periods of time after a renewal application has been filed.
Interested parties, including members of the public, may use such petitions to
raise issues concerning a renewal applicant's qualifications. If a substantial
and material question of fact concerning a renewal application is raised by the
FCC or other interested parties, or if for any reason the FCC cannot determine
that grant of the renewal application would serve the public interest,
convenience and necessity, the FCC will hold an evidentiary hearing on the
application. If as a result of an evidentiary hearing the FCC determines that
the licensee has failed to meet the requirements specified above and that no
mitigating factors justify the imposition of a lesser sanction, then the FCC
may deny a license renewal application. Only after a license renewal
application is denied will the FCC accept and consider competing applications
for the vacated frequency. Also, during certain periods when a renewal
application is pending, the transferability of the applicant's license may be
restricted. Historically, Radio One's licenses have been renewed without any
conditions or sanctions imposed. However, there can be no assurance that the
licenses of each station owned by Radio One will be renewed or will be renewed
without conditions or sanctions.
 
   The FCC classifies each AM and FM radio station. An AM radio station
operates on either a clear channel, regional channel or local channel. A clear
channel is one on which AM radio stations are assigned to serve wide areas,
particularly at night. Clear channel AM radio stations are classified as
either: (i) Class A radio stations, which operate unlimited time and are
designed to render primary and secondary service over an extended area, or (ii)
Class B radio stations, which operate unlimited time and are designed to render
service only over a primary service area. Class D radio stations, which operate
either daytime, or unlimited time with low nighttime power, may operate on the
same frequencies as clear channel radio stations. A regional channel is one on
which Class B and Class D AM radio stations may operate and serve primarily a
principal center of population and the rural areas contiguous to it. A local
channel is one on which AM radio stations operate unlimited time and serve
primarily a community and the suburban and rural areas immediately contiguous
to it. A Class C AM radio station operates on a local channel and is designed
to render service only over a primary service area that may be reduced as a
consequence of interference.
 
   The minimum and maximum facilities requirements for an FM radio station are
determined by its class. Possible FM class designations depend upon the
geographic zone in which the transmitter of the FM radio station is located. In
general, commercial FM radio stations are classified as follows, in order of
increasing power and antenna height: Class A, B1, C3, B, C2, C1 or C radio
stations. The FCC recently has proposed to divide Class C stations into two
subclasses based on antenna height. Stations not meeting the minimum height
requirement within a three-year transition period would be downgraded
automatically to the new Class C0 category.
 
                                       61
The following table sets forth with respect to each of Radio One's radio
stations (giving pro forma effect to our pending acquisitions of radio stations
in St. Louis, Cleveland and Richmond): (i) the market, (ii) the radio station
call letters, (iii) the year of acquisition, (iv) the class of FCC license, (v)
the effective radiated power ("ERP"), if an FM radio station, or the power, if
an AM radio station, (vi) the antenna height above average terrain ("HAAT"), if
an FM radio station, or the above insulator measurement ("AI"), if an AM radio
station, (vii) the operating frequency and (viii) the date on which the radio
station's FCC license expires.
ERP (FM)      HAAT (FM)
                                                          POWER (AM)      AI (AM)             EXPIRATION
                    STATION        YEARS OF    FCC            IN            IN                 DATE OF
MARKET(/1/)       CALL LETTERS    ACQUISITION CLASS     KILOWATTS(/2/)  METERS(/3/) FREQUENCY  LICENSE
-----------       ------------    ----------- -----     --------------  ----------- --------- ----------
Washington, D.C.    WOL-AM           1980        C            1.0           52.1     1450 kHz 10/01/2003
                    WMMJ-FM          1987        A            2.9(/4/)     146.0    102.3 MHz 10/01/2003
                    WKYS-FM          1995        B           24.0          215.0     93.9 MHz 10/01/2003
                    WYCB-AM          1998        C            1.0           50.9     1340 kHz 10/01/2003
Baltimore           WWIN-AM          1992        C            1.0           61.0     1400 kHz 10/01/2003
                    WWIN-FM          1992        A            3.0           91.0     95.9 MHz 10/01/2003
                    WOLB-AM          1993        D            1.0           85.4     1010 kHz 10/01/2003
                    WERQ-FM          1993        B           37.0          174.0     92.3 MHz 10/01/2003
Atlanta             WHTA-FM          1999       C3            7.9          175.0     97.5 MHz 04/01/2004
                    WAMJ-FM          1999       C3           25.0           98.0    107.5 MHz 04/01/2004
Philadelphia        WPHI-FM          1997        A            0.3(/5/)     305.0    103.9 MHz 08/01/2006
Detroit             WDTJ-FM          1998        B           20.0          221.0    105.9 MHz 10/01/2004
                    WCHB-AM          1998        B           25.0(/6/)      49.4     1200 kHz 10/01/2004
                    WJZZ-AM(/7/)     1998        D           50.0           59.7     1210 kHz 10/01/2004
                    WWBR-FM          1998        B           50.0          152.0    102.7 MHz 10/01/2004
St. Louis           WFUN-FM          1999        A(/8/)       6.0          100.0     95.5 MHz 12/01/2003
Cleveland           WERE-AM          1999        B            5.0          128.0     1300 kHz 10/01/2004
                    WENZ-FM          1999        B           16.0          272.0    107.9 MHz 10/01/2004
Richmond            WDYL-FM          1999        A            6.0(/9/)     100.0    101.1 MHz 10/01/2003
                    WKJS-FM          1999       C1          100.0          299.0    104.7 MHz 10/01/2003
                    WSOJ-FM          1999        A            4.7          113.0    100.3 MHz 10/01/2003
                    WCDX-FM          1999       B1            4.5          235.0     92.1 MHz 10/01/2003
                    WPLZ-FM          1999        A            6.0          100.0     99.3 MHz 10/01/2003
                    WJRV-FM          1999        A            2.3          162.0    105.7 MHz 10/01/2003
                    WGCV-AM          1999        C            1.0          122.0     1240 kHz 10/01/2003
--------
(1)A broadcast station's market may be different from its community of license.
(2) The coverage of an AM radio station is chiefly a function of the power of
    the radio station's transmitter, less dissipative power losses and any
    directional antenna adjustments. For FM radio stations, signal coverage
    area is chiefly a function of the ERP of the radio station's antenna and
    the HAAT of the radio station's antenna.
(3) The height of an AM radio station's antenna is measured by reference to AI
    and the height of an FM radio station's antenna is measured by reference to
    HAAT.
(4) The FCC issued a construction permit to substitute a non-directional
    antenna for a directional antenna on September 11, 1998.
(5) WPHI-FM operates at a power equivalent to 3 kW at 100 meters.
(6) On October 30, 1996, the FCC issued a construction permit to operate with a
    power of 50 kW day and 15 kW night and we began testing on March 4, 1999.
(7) WJZZ-AM is licensed to Kingsley, Michigan, which is located outside of
    Traverse City, Michigan. The station is temporarily offthe air.
(8) An application to move the station's transmitter site closer to St. Louis
    and upgrade the station to Class C3 is pending.
(9)An application for a license to operate at 6 kW is pending.
 
                                       62
Ownership Matters. The Communications Act requires prior approval of the FCC
for the assignment of a broadcast license or the transfer of control of a
corporation or other entity holding a license. In determining whether to
approve an assignment of a radio broadcast license or a transfer of control of
a broadcast licensee, the FCC considers, among other things, the financial and
legal qualifications of the prospective assignee or transferee, including
compliance with FCC restrictions on non-U.S. citizen or entity ownership and
control, compliance with FCC rules limiting the common ownership of certain
"attributable" interests in broadcast and newspaper properties, the history of
compliance with FCC operating rules, and the "character" qualifications of the
transferee or assignee and the individuals or entities holding "attributable"
interests in them. Applications to the FCC for assignments and transfers are
subject to petitions to deny by interested parties.
 
   To obtain the FCC's prior consent to assign or transfer a broadcast license,
appropriate applications must be filed with the FCC. If the application to
assign or transfer the license involves a substantial change in ownership or
control of the licensee (e.g., the transfer of more than 50% of the voting
stock), the application must be placed on public notice for a period of 30 days
during which petitions to deny the application may be filed by interested
parties, including members of the public. Informal objections may be filed any
time up until the FCC acts upon the application. If an assignment application
does not involve new parties, or if a transfer of control application does not
involve a "substantial change" in ownership or control, it is a pro forma
application, which is not subject to the public notice and 30-day petition to
deny procedure. The pro forma application is nevertheless subject to informal
objections that may be filed any time up until the FCC acts on the application.
If the FCC grants an assignment or transfer application, interested parties
have 30 days from public notice of the grant to seek reconsideration of that
grant. The FCC usually has an additional ten days to set aside such grant on
its own motion. When ruling on an assignment or transfer application, the FCC
is prohibited from considering whether the public interest might be served by
an assignment or transfer to any party other than the assignee or transferee
specified in the application.
 
   Under the Communications Act, a broadcast license may not be granted to or
held by any corporation that has more than 20% of its capital stock owned or
voted by non-U.S. citizens or entities or their representatives, by foreign
governments or their representatives, or by non-U.S. corporations. Furthermore,
the Communications Act provides that no FCC broadcast license may be granted to
or held by any corporation directly or indirectly controlled by any other
corporation of which more than 25% of its capital stock is owned of record or
voted by non-U.S. citizens or entities or their representatives, or foreign
governments or their representatives or by non-U.S. corporations, if the FCC
finds the public interest will be served by the refusal or revocation of such
license. These restrictions apply in modified form to other forms of business
organizations, including partnerships and limited liability companies. Thus,
the licenses for Radio One's stations could be revoked if more than 25% of
Radio One's outstanding capital stock is issued to or for the benefit of non-
U.S. citizens.
 
   The FCC generally applies its other broadcast ownership limits to
"attributable" interests held by an individual, corporation, partnership or
other association or entity, including limited liability companies. In the case
of a corporation holding broadcast licenses, the interests of officers,
directors and those who, directly or indirectly have the right to vote five
percent or more of the stock of a licensee corporation are generally deemed
attributable interests, as are positions as an officer or director of a
corporate parent of a broadcast licensee. The FCC treats all partnership
interests as attributable, except for those limited partnership interests that
under FCC policies are considered "insulated" from "material involvement" in
the management or operation of the media-related activities of the partnership.
The FCC currently treats limited liability companies like limited partnerships
for purposes of attribution. Stock interests held by insurance companies,
mutual funds, bank trust departments and certain other passive investors that
hold stock for investment purposes only become attributable with the ownership
of ten percent or more of the voting stock of the corporation holding broadcast
licenses. To assess whether a voting stock interest in a direct or an indirect
parent corporation of a broadcast licensee is attributable, the FCC uses a
"multiplier" analysis in which non-controlling voting stock interests are
deemed proportionally reduced at each non-controlling link in a multi-
corporation ownership chain. A time brokerage agreement with another radio
station in the same market creates an attributable interest in the
 
                                       63
brokered radio station as well for purposes of the FCC's local radio station
ownership rules, if the agreement affects more than 15% of the brokered radio
station's weekly broadcast hours.
 
   Debt instruments, non-voting stock, options and warrants for voting stock
that have not yet been exercised, insulated limited partnership interests where
the limited partner is not "materially involved" in the media-related
activities of the partnership, and minority voting stock interests in
corporations where there is a single holder of more than 50% of the outstanding
voting stock whose vote is sufficient to affirmatively direct the affairs of
the corporation, generally do not subject their holders to attribution.
However, the FCC's rules also specify other exceptions to these general
principles for attribution. However, the FCC is currently evaluating whether
to: (i) raise the benchmark for voting stock from five to ten percent, (ii)
raise the benchmark for passive investors holding voting stock from ten to
twenty percent, (iii) continue the single 50% stockholder exception, and/or
(iv) attribute non-voting stock or perhaps only when combined with other rights
such as voting shares or contractual relationships. More recently, the FCC has
solicited comment on proposed rules that would (i) treat an otherwise non-
attributable ownership equity or debt interest in a licensee as an attributable
interest where the interest holder is a program supplier or the owner of a
broadcast station in the same market and the equity and/or debt holding is
greater than a specified benchmark and (ii) in certain circumstances, treat the
licensee of a broadcast station that sells advertising time of another station
in the same market pursuant to a joint sales agreement as having an
attributable interest in the station whose advertising is being sold.
 
   The Communications Act and FCC rules generally restrict ownership, operation
or control of, or the common holding of attributable interests in (i) radio
broadcast stations above certain limits servicing the same local market, (ii) a
radio broadcast station and a television broadcast station servicing the same
local market, and (iii) a radio broadcast station and a daily newspaper serving
the same local market. These rules include specific signal contour overlap
standards to determine compliance, and the FCC defined market will not
necessarily be the same market used by Arbitron or other surveys, or for
purposes of the HSR Act. Under these "cross-ownership" rules, Radio One, absent
waivers, would not be permitted to own a radio broadcast station and acquire an
attributable interest in any daily newspaper or television broadcast station
(other than a low-powered television station) in the same market where we then
owned any radio broadcast station, and Radio One's stockholders, officers or
directors, absent a waiver, could not hold an attributable interest in a daily
newspaper or television broadcast station in those same markets. The FCC is
currently reviewing the ban on common ownership of a radio station and a daily
newspaper in the same market. The FCC's rules provide for the liberal grant of
a waiver of the rule prohibiting common ownership of radio and television
stations in the same geographic market in the top 25 television markets if
certain conditions are satisfied, and the FCC will consider waivers in other
markets under more restrictive standards. The FCC is reviewing its ban on the
common ownership of a radio station and a television station or newspaper
including extending the policy of liberal waivers of common ownership of radio
and television stations to the top 50 television markets.
 
   Although current FCC nationwide radio broadcast ownership rules allow one
entity to own, control or hold attributable interests in an unlimited number of
FM radio stations and AM radio stations nationwide, the Communications Act and
the FCC's rules limit the number of radio broadcast stations in local markets
in which a single entity may own an attributable interest as follows:
 
  .  In a radio market with 45 or more commercial radio stations, a party may
     own, operate or control up to eight commercial radio stations, not more
     than five of which are in the same service (AM or FM).
 
  .  In a radio market with between 30 and 44 (inclusive) commercial radio
     stations, a party may own, operate or control up to seven commercial
     radio stations, not more than four of which are in the same service (AM
     or FM).
 
  .  In a radio market with between 15 and 29 (inclusive) commercial radio
     stations, a party may own, operate or control up to six commercial radio
     stations, not more than four of which are in the same service (AM or
     FM).
 
 
                                       64
.  In a radio market with 14 or fewer commercial radio stations, a party
     may own, operate or control up to five commercial radio stations, not
     more than three of which are in the same service (AM or FM), except that
     a party may not own, operate, or control more than 50 percent of the
     radio stations in such market.
 
   The FCC is currently reviewing the effect of local market ownership
limitations on competition and diversity in the broadcast industry to determine
if a recommendation to repeal or modify the rules should be made to Congress.
The FCC staff has also notified the public of its intention to review
transactions that comply with numerical ownership limits but that might involve
undue concentration of market share.
 
   Because of these multiple and cross-ownership rules, if a stockholder,
officer or director of Radio One holds an "attributable" interest in Radio One,
such stockholder, officer or director may violate the FCC's rules if such
person or entity also holds or acquires an attributable interest in other
television or radio stations, or in daily newspapers, depending on the number
and location of those radio stations and the location of those television
broadcast stations or daily newspapers. If an attributable stockholder, officer
or director of Radio One violates any of these ownership rules, we may be
unable to obtain from the FCC one or more authorizations needed to conduct our
radio station business and may be unable to obtain FCC consents for certain
future acquisitions. As long as one person or entity holds more than 50% of the
voting power of the Common Stock of Radio One where the vote of such person or
entity is sufficient to affirmatively direct the affairs of Radio One, another
stockholder, unless serving as an officer and/or director, generally would not
hold an attributable interest in Radio One. However, as described above, the
FCC is currently evaluating whether to continue the exception for a single
majority stockholder of more than 50% of a licensee's voting stock. As of March
31, 1999, no single stockholder held more than 50% of the total voting power of
our Common Stock.
 
   Under its "cross-interest" policy, the FCC considers "meaningful"
relationships among competing media outlets that serve "substantially the same
area," even if the ownership rules do not specifically prohibit the
relationship. Under this policy, the FCC may consider whether to prohibit one
party from holding an attributable interest and a substantial non-attributable
interest (including non-voting stock, limited partnership and limited liability
company interests) in a media outlet in the same market, or from entering into
a joint venture or having common key employees with competitors. The cross-
interest policy does not necessarily prohibit all of these interests, but
requires that the FCC consider whether, in a particular market, the
"meaningful" relationships between competitors could have a significant adverse
effect upon economic competition and program diversity. In a rule making
proceeding concerning the attribution rules, the FCC has sought comment on,
among other things, (i) whether the cross-interest policy should be applied
only in smaller markets, and (ii) whether non-equity financial relationships,
such as debt, when combined with multiple business relationships, such as local
marketing agreements or joint sales arrangements, raise concerns under the
cross-interest policy.
 
   Programming and Operations. The Communications Act requires broadcasters to
serve the "public interest." Since the late 1980s, the FCC has relaxed or
eliminated many of the more formalized procedures it developed to promote the
broadcast of certain types of programming responsive to the needs of a radio
station's community of license. Nevertheless, a broadcast licensee continues to
be required to present programming in response to community problems, needs and
interests and to maintain certain records demonstrating its responsiveness. The
FCC will consider complaints from listeners about a broadcast station's
programming when it evaluates the licensee's renewal application, but
listeners' complaints also may be filed and considered at any time. Stations
also must pay regulatory and application fees, and follow various FCC rules
that regulate, among other things, political advertising, the broadcast of
obscene or indecent programming, sponsorship identification, the broadcast of
contests and lotteries and technical operation (including limits on human
exposure to radio frequency radiation).
 
   The FCC has always required that licensees not discriminate in hiring
practices, develop and implement programs designed to promote equal employment
opportunities and submit reports to the FCC on these matters
 
                                       65
annually and in connection with each license renewal application. The FCC's
employment rules, as they related to outreach efforts for recruitment of
minorities, however, were recently struck down as unconstitutional by the U.S.
Court of Appeals for the D.C. Circuit. The FCC has proposed revising the rules
to adopt outreach efforts that are constitutional.
 
   The FCC rules also prohibit a broadcast licensee from simulcasting more than
25% of its programming on another radio station in the same broadcast service
(that is, AM/AM or FM/FM). The simulcasting restriction applies if the licensee
owns both radio broadcast stations or owns one and programs the other through a
local marketing agreement, provided that the contours of the radio stations
overlap in a certain manner.
 
   From time to time, complaints may be filed against Radio One's radio
stations alleging violations of these or other rules. In addition, the FCC
recently has proposed to establish a system of random audits to ensure and
verify licensee compliance with FCC rules and regulations. Failure to observe
these or other rules and policies can result in the imposition of various
sanctions, including fines or conditions, the grant of "short" (less than the
maximum eight year) renewal terms or, for particularly egregious violations,
the denial of a license renewal application or the revocation of a license.
 
   Local Marketing Agreements. Often radio stations enter into LMAs or time
brokerage agreements. These agreements take various forms. Separately owned and
licensed radio stations may agree to function cooperatively in programming,
advertising sales and other matters, subject to compliance with the antitrust
laws and the FCC's rules and policies, including the requirement that the
licensee of each radio station maintain independent control over the
programming and other operations of its own radio station. One type of time
brokerage agreement is a programming agreement between two separately owned
radio stations that serve a common service area whereby the licensee of one
radio station programs substantial portions of the broadcast day of the other
licensee's radio station (subject to ultimate editorial and other controls
being exercised by the radio station licensee) and sells advertising time
during these program segments. The FCC has held that such agreements do not
violate the Communications Act as long as the licensee of the radio broadcast
station that is being substantially programmed by another entity (i) remains
ultimately responsible for, and maintains control over, the operation of its
radio station, and (ii) otherwise ensures the radio station's compliance with
applicable FCC rules and policies.
 
   A radio broadcast station that brokers time on another radio broadcast
station or enters into a time brokerage agreement with a radio broadcast
station in the same market will be considered to have an attributable ownership
interest in the brokered radio station for purposes of the FCC's local
ownership rules if the time brokerage arrangement covers more than 15% of the
brokered station's weekly broadcast hours. As a result, a radio broadcast
station may not enter into a time brokerage agreement that allows it to program
more than 15% of the broadcast time, on a weekly basis, of another local radio
broadcast station that it could not own under the FCC's local multiple
ownership rules. The FCC is considering whether it should treat as attributable
multiple business arrangements among local radio stations such as a joint sales
arrangement accompanied by debt financing. Also, as described above, FCC rules
prohibit a radio broadcast station from simulcasting more than 25% of its
programming on another radio broadcast station in the same broadcast service
(that is, AM/AM or FM/FM) where the two radio stations serve substantially the
same geographic area, whether the licensee owns both radio stations or owns one
radio station and programs the other through a time brokerage agreement. Thus
far, the FCC has not considered what relevance, if any, a time brokerage
agreement may have upon its evaluation of a licensee's performance at renewal
time.
 
   Joint Sales Agreements. Over the past few years, a number of radio stations
have entered into cooperative arrangements commonly known as joint sales
agreements or JSAs. While these agreements may take varying forms, under the
typical JSA, a station licensee obtains, for a fee, the right to sell
substantially all of the commercial advertising on a separately-owned and
licensed station in the same market. The typical JSA also customarily involves
the provision by the selling party of certain sales, accounting and services to
the
 
                                       66
station whose advertising is being sold. The typical JSA is distinct from a
local marketing agreement in that a JSA normally does not involve programming.
 
   The FCC has determined that issues of joint advertising sales should be left
to enforcement by antitrust authorities, and therefore does not generally
regulate joint sales practices between stations. Currently, stations for which
another licensee sells time under a JSA are not deemed by the FCC to be an
attributable interest of that licensee. However, in connection with its ongoing
rulemaking proceedings concerning the attribution rules, the FCC is considering
whether JSAs should be considered attributable interests or within the scope of
the FCC's cross-interest policy, particularly when JSAs contain provisions for
the supply of programming services and/or other elements typically associated
with local marketing agreements.
 
   RF Radiation. In 1985, the FCC adopted rules based on a 1982 American
National Standards Institute ("ANSI") standard regarding human exposure to
levels of radio frequency ("RF") radiation. These rules require applicants for
renewal of broadcast licenses or modification of existing licenses to inform
the FCC at the time of filing such applications whether an existing broadcast
facility would expose people to RF radiation in excess of certain limits. In
1992, ANSI adopted a new standard for RF exposure that, in some respects, was
more restrictive in the amount of environmental RF exposure permitted. The FCC
has since adopted more restrictive radiation limits which became effective
October 15, 1997, and which are based in part on the revised ANSI standard.
 
   Digital Audio Radio Service. The FCC allocated spectrum to a new technology,
digital audio radio service ("DARS"), to deliver satellite-based audio
programming to a national or regional audience and issued regulations for a
DARS service in early 1997. DARS may provide a medium for the delivery by
satellite or terrestrial means of multiple new audio programming formats with
compact disc quality sound to local and national audiences. The nationwide
reach of satellite DARS could allow niche programming aimed at diverse
communities that Radio One is targeting. It is not known at this time whether
this technology also may be used in the future by existing radio broadcast
stations either on existing or alternate broadcasting frequencies. Two
companies that hold licenses for authority to offer multiple channels of
digital, satellite-delivered S-Band aural services could compete with
conventional terrestrial radio broadcasting. The licensees will be permitted to
sell advertising and lease channels in these media. The FCC's rules require
that these licensees launch and begin operating at least one space station by
2001 and be fully operational by 2003.
 
   The FCC has established a new Wireless Communications Service ("WCS") in the
2305-2320 and 2345-2360 MHz bands (the "WCS Spectrum") and awarded licenses.
Licensees are generally permitted to provide any fixed, mobile, radio location
services, or digital satellite radio service using the WCS Spectrum.
Implementation of DARS would provide an additional audio programming service
that could compete with Radio One's radio stations for listeners, but the
effect upon Radio One cannot be predicted.
 
   These satellite radio services use technology that may permit higher sound
quality than is possible with conventional AM and FM terrestrial radio
broadcasting.
 
   Low Power Radio Broadcast Service. The FCC recently adopted a Notice of
Proposed Rulemaking seeking public comment on a proposal to establish two
classes of a low power radio service both of which would operate in the
existing FM radio band: a primary class with a maximum operating power of 1 kW
and a secondary class with a maximum power of 100 watts. These proposed low
power radio stations would have limited service areas of 8.8 miles and 3.5
miles, respectively. The FCC also has sought public comment on the advisability
of establishing a very low power secondary "microbroadcasting" service with a
maximum power limit of one to ten watts. These "microradio" stations would have
a service radius of only one to two miles. The service would target "niche
markets" and be possibly supported by advertising revenue. Existing licensees,
like Radio One, would be prohibited from owning or having a relationship with
these new stations. Implementation of a low power radio service or
microbroadcasting would provide an additional audio programming service that
could compete with Radio One's radio stations for listeners, but the effect
upon Radio One cannot be predicted.
 
                                       67
Subsidiaries and Related Entities
 
   Radio One has title to most of the assets used in the operations of our
radio stations. The FCC licenses for the radio stations in all cases are or
will be held by direct or indirect wholly-owned subsidiaries of Radio One. In
the case of all of the Baltimore stations, three of the Washington, D.C.
stations, the St. Louis station, the Cleveland stations, the Richmond stations
and the East Coast market radio station, the FCC licenses are or will be held
by Radio One Licenses, Inc., a Delaware corporation and a wholly-owned
Restricted Subsidiary of Radio One. Radio One Licenses, Inc. holds no other
material assets. WYCB Acquisition Corporation, a Delaware corporation and a
wholly-owned Unrestricted Subsidiary, holds title to all of the outstanding
capital stock of BHI, a District of Columbia corporation and an Unrestricted
Subsidiary. The FCC licenses for WYCB-AM are held by BHI which also holds the
assets used in the operation of that station. Bell Broadcasting, a Michigan
corporation and a wholly-owned Restricted Subsidiary, holds the assets used in
the operation of WCHB-AM, WDTJ-FM and WJZZ-AM. Bell Broadcasting holds title to
all of the outstanding capital stock of Radio One of Detroit, Inc., a Delaware
corporation and a Restricted Subsidiary. The FCC licenses for WCHB-AM, WDTJ-FM
and WJZZ-AM are held by Radio One of Detroit, Inc. Radio One of Detroit, Inc.
holds no other material assets.
 
   Allur-Detroit, a Delaware corporation and a wholly-owned Restricted
Subsidiary, holds the assets used in the operation of station WWBR-FM. Allur-
Detroit holds title to all of the outstanding capital stock of Allur Licenses,
Inc., a Delaware corporation and a Restricted Subsidiary. The FCC licenses for
WWBR-FM are held by Allur Licenses, Inc. Allur Licenses, Inc. holds no other
material assets.
 
   ROA, a Delaware corporation and a wholly-owned Restricted Subsidiary, holds
the assets used in the operation of station WHTA-FM and some assets used in the
operation of station WAMJ-FM. ROA holds title to all of the outstanding capital
stock of ROA Licenses, Inc., a Delaware corporation and a Restricted
Subsidiary. The FCC licenses for WHTA-FM are held by ROA Licenses, Inc. ROA
Licenses, Inc. holds no other material assets. Once ROA completes the
acquisition of all outstanding capital stock of Dogwood, Dogwood will become a
Restricted Subsidiary. Dogwood holds some of the assets used in the operation
of station WAMJ-FM. Dogwood holds title to all of the outstanding capital stock
of Dogwood Licenses, Inc., a Delaware corporation and a Restricted Subsidiary.
The FCC licenses for WAMJ-FM are held by Dogwood Licenses, Inc.
 
Employees
 
   As of February 28, 1999, Radio One employed 454 people. Radio One's
employees are not unionized. We have not experienced any work stoppages and
believe relations with our employees are satisfactory. Each radio station has
its own on-air personalities and clerical staff. However, in an effort to
control broadcast and corporate expenses, Radio One centralizes certain radio
station functions by market location. For example, in each of our markets we
employ one General Manager who is responsible for all of Radio One's radio
stations located in such market and Radio One's Vice President of Programming
oversees programming for all of Radio One's Urban-oriented FM radio stations.
 
Legal Proceedings
 
   Radio One is involved from time to time in various routine legal and
administrative proceedings and threatened legal and administrative proceedings
incidental to the ordinary course of our business. In the opinion of Radio
One's management, the resolution of such matters will not have a material
adverse effect on Radio One's business, financial condition or results of
operations.
 
                                       68
MANAGEMENT
 
Directors, Executive Officers and Other Significant Personnel
 
   The names, ages and positions of the directors, executive officers and other
significant personnel of Radio One are set forth in the table below. All
directors serve for the term for which they are elected or until their
successors are duly elected and qualified or until death, retirement,
resignation or removal.
Age as of
Name                      March 31, 1999 Position
------------------------  -------------- -----------------------------------------------------------
Catherine L. Hughes.....        51       Chairperson of the Board of Directors and Secretary
Alfred C. Liggins, III..        34       Chief Executive Officer, President, Treasurer, and Director
Scott R. Royster........        34       Executive Vice President and Chief Financial Officer
Mary Catherine Sneed....        47       Chief Operating Officer
Steve Hegwood...........        37       Vice President of Programming
Leslie J. Hartmann......        37       Corporate Controller
Terry L. Jones..........        52       Director
Brian W. McNeill........        43       Director
Ms. Hughes has been Chairperson of the Board of Directors and Secretary of
Radio One since 1980, and was Chief Executive Officer of Radio One from 1980 to
1997. She was one of the founders of Radio One's predecessor company in 1980.
Since 1980, Ms. Hughes has worked in various capacities for Radio One including
President, General Manager, General Sales Manager and talk show host. She began
her career in radio as General Sales Manager of WHUR-FM, the Howard University-
owned, urban-contemporary radio station. Ms. Hughes is also the mother of Mr.
Liggins, Radio One's Chief Executive Officer, President, Treasurer and
director.
 
   Mr. Liggins has been Chief Executive Officer since 1997, and President,
Treasurer and a director of Radio One since 1989. Mr. Liggins joined Radio One
in 1985 as an Account Manager at WOL-AM. In 1987, he was promoted to General
Sales Manager and promoted again in 1988 to General Manager overseeing Radio
One's Washington, D.C. operations. After becoming President, Mr. Liggins
engineered Radio One's expansion into other markets. Mr. Liggins is a graduate
of the Wharton School of Business/Executive M.B.A. Program. Mr. Liggins is the
son of Ms. Hughes, Radio One's Chairperson and Secretary.
 
   Mr. Royster has been Executive Vice President of Radio One since 1997 and
Chief Financial Officer of Radio One since 1996. Prior to joining Radio One, he
served as an independent consultant to Radio One. From 1995 to 1996, Mr.
Royster was a principal at TSG Capital Group, LLC, a private equity investment
firm located in Stamford, Connecticut, which has been an investor in Radio One
since 1987. Mr. Royster has also served as an associate and later a principal
at Capital Resource Partners from 1992 to 1995, a private capital investment
firm in Boston, Massachusetts. Mr. Royster is a graduate of Duke University and
Harvard Business School.
 
   Ms. Sneed has been Radio One's Chief Operating Officer since January 1998
and General Manager of ROA since 1995. Prior to joining Radio One, she held
various positions with Summit Broadcasting including Executive Vice President
of the Radio Division, and Vice President of Operations from 1992 to 1995.
Ms. Sneed is a graduate of Auburn University.
 
   Mr. Hegwood has been the Vice President of Programming for Radio One and
Program Director of WKYS-FM since 1995. From 1990 to 1995, Mr. Hegwood was
Program Director of WJLB-FM in Detroit, Michigan.
 
 
                                       69
Ms. Hartmann has been Controller of Radio One since 1997. Prior to joining
Radio One, she served as Vice President and Market Controller for Bonneville
International Corporation in Phoenix, Arizona from 1991 to 1997. Ms. Hartmann
is a graduate of the University of California and has an M.B.A. degree from the
University of Phoenix.
 
   Mr. Jones has been a director of Radio One since 1995. Since 1990, Mr. Jones
has been President of Syndicated Communications, Inc. ("Syncom I"), a
communications venture capital investment company, and its wholly owned
subsidiary, Syncom. He joined Syncom I in 1978 as a Vice President. Mr. Jones
serves in various capacities, including director, president, general partner
and vice president, for various other entities affiliated with Syncom I. He
also serves on the Board of Directors of the National Association of Investment
Companies, Delta Capital Corporation, Sun Delta Capital Access Center and the
Southern African Enterprise Development Fund. Mr. Jones earned his B.S. degree
from Trinity College, his M.S. from George Washington University and his M.B.A.
from Harvard Business School.
 
   Mr. McNeill has been a director of Radio One since 1995. Since 1986, Mr.
McNeill has been a General Partner of Burr, Egan, Deleage & Co., a major
private equity firm which specializes in investments in the communications and
technology industries. He has served as a director in many private radio and
television broadcasting companies such as Tichenor Media Systems, OmniAmerica
Group, Panache Broadcasting and Shockley Communications. From 1979 to 1986, he
worked at the Bank of Boston where he started and managed that institution's
broadcast lending group. Mr. McNeill is a graduate of Holy Cross College and
earned an M.B.A. from the Amos Tuck School at Dartmouth College.
 
Committees of the Board of Directors
 
   Radio One has formed an Audit Committee and a Compensation Committee of the
Board of Directors of Radio One, and all of the directors serving on such Audit
Committee and Compensation Committee are directors who are not employees of
Radio One.
 
Compensation of Directors and Executive Officers
 
 Compensation of Directors
 
   Non-officer directors of Radio One are reimbursed for all out-of-pocket
expenses related to meetings attended. Non-officer directors receive no
additional compensation for their services as directors of Radio One. Officers
of Radio One who serve as directors do not receive compensation for their
services as directors other than the compensation they receive as officers of
Radio One.
 
                                       70
Compensation of Executive Officers
 
   The following information relates to compensation of Radio One's Chief
Executive Officer and each of its most highly compensated executive officers
(the "Named Executives") for the fiscal years ended December 31, 1998, 1997 and
1996 (as applicable):
 
                           Summary Compensation Table
Annual Compensation
                                       ---------------------------  All Other
Name and Principal Positions           Year  Salary        Bonus   Compensation
----------------------------           ----  ------        -----   ------------
Catherine L. Hughes................... 1998 $225,000      $100,000   $12,281
 Chairperson of the Board of Directors
  and Secretary                        1997  193,269        50,000     3,050
                                       1996  150,000        31,447    18,321
Alfred C. Liggins, III................ 1998  225,000       100,000     3,567
 Chief Executive Officer, President,   1997  193,269        50,000     3,125
 Treasurer and Director                1996  150,000           --     19,486
Scott R. Royster...................... 1998  165,000        50,000       n/a
 Executive Vice President and Chief
  Financial Officer                    1997  148,077        25,000       n/a
                                       1996   55,577(/1/)      --        n/a
Mary Catherine Sneed.................. 1998  200,000        50,000       n/a
 Chief Operating Officer
--------
(1) Mr. Royster provided consulting services for Radio One in July 1996 and
    joined Radio One as an employee in August 1996. Disclosed compensation
    represents consulting fees received by Mr. Royster and the portion of his
    $125,000 annual salary paid during 1996.
 
Employment Agreements
 
   Ms. Catherine L. Hughes Employment Agreement. Radio One anticipates entering
into a three-year employment agreement with Ms. Hughes pursuant to which Ms.
Hughes will continue to serve as Radio One's Chairperson of the Board of
Directors. Ms. Hughes will receive an annual base salary of $250,000 effective
January 1, 1999, subject to an annual increase of not less than 5%, and an
annual cash bonus at the discretion of the Board of Directors. Radio One could
incur certain severance obligations under the expected terms of the employment
agreement in the event that Ms. Hughes's employment is terminated.
 
   Mr. Alfred C. Liggins, III Employment Agreement. Radio One anticipates
entering into a three-year employment agreement with Mr. Liggins pursuant to
which Mr. Liggins will continue to serve as Radio One's Chief Executive Officer
and President. Mr. Liggins will receive an annual base salary of $300,000
effective January 1, 1999, subject to an annual increase of not less than 5%,
and an annual cash bonus at the discretion of the Board of Directors. Radio One
could incur certain severance obligations under the expected terms of the
employment agreement in the event that Mr. Liggins's employment is terminated.
 
   Mr. Scott R. Royster Employment Agreement. Radio One anticipates entering
into a three-year employment agreement with Mr. Royster pursuant to which Mr.
Royster will continue to serve as Radio One's Chief Financial Officer and
Executive Vice President. Under the expected terms of the employment agreement
Mr. Royster will receive an annual base salary of $200,000 effective January 1,
1999, subject to an annual increase of not less than 5%, an annual cash bonus
at the discretion of the Board of Directors, and a one-time cash bonus of
$60,000, payable upon completion of an equity financing by Radio One which
results in gross proceeds to Radio One of at least $50 million. Mr. Royster has
also received a one-time restricted stock award of     shares of Radio One's
Class C Common Stock and an option to purchase      shares of Radio One's Class
A Common Stock at an exercise price of      per share (subject to certain
adjustments). Twenty-five percent of the stock granted pursuant to the stock
award vested on the date of grant; the remaining stock will vest in equal
increments every six months beginning December 31, 1999 and ending December 31,
2001. The options will vest in equal one-sixth increments during the term of
the employment agreement. Radio One could incur certain severance obligations
under the expected terms of the employment agreement in the event that
Mr. Royster's employment is terminated.
 
                                       71
Ms. Mary Catherine Sneed Employment Agreement. Effective December 8, 1997,
Radio One entered into a two-year employment agreement with Ms. Sneed pursuant
to which she was hired to serve as Radio One's Chief Operating Officer. The
employment agreement provides that Ms. Sneed will receive an annual base salary
of $220,000 and an annual cash bonus of up to $50,000, contingent upon the
satisfaction of certain performance criteria. Radio One could incur certain
severance obligations under the employment agreement in the event that Ms.
Sneed's employment is terminated. If, during the term of the employment
agreement, Radio One terminates Ms. Sneed's employment without just cause or
following a change of control of Radio One, Ms. Sneed will continue to receive
her base salary for a period of twelve months, during the first six months of
which she will be subject to certain non-compete restrictions.
 
401(k) Plan
 
   Radio One adopted a defined contribution 401(k) savings and retirement plan
effective August 1, 1994. Employees are eligible to participate after
completing 90 days of service and attaining age 21. Participants may contribute
up to 15% of their gross compensation subject to certain limitations.
 
Stock Option Plan
 
   On March 10, 1999, we adopted the Option Plan designed to provide incentives
relating to equity ownership to present and future executive, managerial and
other key employees, directors and consultants of Radio One and our
subsidiaries ("Participants") as may be selected in the sole discretion of the
Board of Directors. The Option Plan provides for the granting to Participants
of stock options ("Options") and restricted stock grants ("Grants") as the
Compensation Committee of the Board of Directors, or such other committee of
the Board of Directors as the Board of Directors may designate (the
"Committee") deems to be consistent with the purposes of the Option Plan. An
aggregate of      shares of Common Stock have been reserved for issuance under
the Option Plan. The Option Plan affords Radio One latitude in tailoring
incentive compensation for the retention of key personnel, to support corporate
and business objectives, and to anticipate and respond to a changing business
environment and competitive compensation practices.
 
   The Committee has exclusive discretion to select the Participants, to
determine the type, size and terms of each award, to modify the terms of
awards, to determine when awards will be granted and paid, and to make all
other determinations which it deems necessary or desirable in the
interpretation and administration of the Option Plan. The Option Plan
terminates ten years from the date that the Option Plan was approved and
adopted by the stockholders of Radio One. Generally, a Participant's rights and
interest under the Option Plan are not transferable except by will or by the
laws of descent and distribution.
 
   Options, which include non-qualified stock options and incentive stock
options, are rights to purchase a specified number of shares of Common Stock at
a price fixed by the Committee. The Option price may be less than, equal to or
greater than the fair market value of the underlying shares of Common Stock,
but in no event will the exercise price of an incentive stock option be less
than the fair market value on the date of grant. Options will expire not later
than ten years after the date on which they are granted. Options will become
exercisable at such times and in such installments as the Committee shall
determine. Upon termination of a Participant's employment with Radio One,
Options that are not exercisable will be forfeited immediately and Options that
are exercisable will be forfeited on the thirtieth day following such
termination unless exercised by the Participant. Payment of the option price
must be made in full at the time of exercise in such form (including, but not
limited to, cash or Common Stock of Radio One) as the Committee may determine.
 
   Grants are awards of restricted Common Stock at no cost to Participants and
are generally subject to vesting provisions as determined by the Committee.
Upon termination of a Participant's employment with Radio One, Grants that are
not vested will be forfeited immediately.
 
   In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, distribution of assets,
or any other change in the corporate structure or shares of Radio One, the
Committee will make any adjustments it deems appropriate in the number and kind
of shares reserved for issuance upon the exercise of Options and vesting of
Grants under the Option Plan and in the exercise price of outstanding Options.
 
                                       72
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
Mableton Option
 
   Mr. Liggins, the Chief Executive Officer and President of Radio One, has a
right, which he obtained in 1997, (the "Mableton Option") to acquire an
interest in a construction permit for an FM radio station licensed to Mableton,
Georgia (the "Mableton Station") which is in the Atlanta MSA. Mr. Liggins is in
discussions with Syncom regarding the terms and conditions pursuant to which
Syncom I would participate in the Mableton Option. Syncom I is the parent
corporation of Syncom, which is one of the selling stockholders, and will hold
approximately     % of the Class A Common Stock after completion of this
offering. Terry L. Jones, the President of Syncom and Syncom I, is also a
member of Radio One's Board of Directors. Mr. Liggins has also proposed that
ROA enter into an LMA with respect to the Mableton Station, or otherwise
participate in the operations and financing of the Mableton Station. Any such
arrangement will be on terms at least as favorable to Radio One as any such
transaction with an unaffiliated third party.
 
Office Lease
 
   Radio One leases office space located at 100 St. Paul Street, Baltimore,
Maryland from Chalrep Limited Partnership, a limited partnership controlled by
Ms. Hughes and Mr. Liggins. The annual rent for the office space is $152,400.
Radio One's management believes that the terms of this lease are not materially
different than if the agreement were with an unaffiliated third party.
 
Mr. Liggins' Loan
 
   Radio One has extended an unsecured loan to Mr. Liggins in the amount of
$380,000, which bears interest at an annual rate of 5.56% and is evidenced by a
demand promissory note dated as of June 30, 1998. As of March 1, 1999, the
aggregate outstanding principal and interest amount on this loan was $386,386.
The purpose of the loan was to repay a loan that Mr. Liggins obtained from
NationsBank, Texas, N.A. in 1997 to purchase an additional interest in Radio
One.
 
Music One, Inc.
 
   Ms. Hughes and Mr. Liggins own a music company called Music One, Inc. Radio
One sometimes engages in promoting the recorded music product of Music One,
Inc. Radio One estimates that the dollar value of such promotion is nominal.
 
Allur-Detroit
 
   Allur-Detroit leases the transmitter site for WWBR-FM from American
Signalling Corporation for approximately $84,000 per year. American Signalling
Corporation is a wholly-owned subsidiary of Syncom Venture Partners. Radio
One's management believes that the terms of this lease are not materially
different than if the agreement were with an unaffiliated third party.
 
XM Satellite, Inc.
 
   Radio One and XM Satellite Radio, Inc. have entered into a Programming
Partner Agreement whereby Radio One will provide programming to XM Satellite
Radio, Inc. for distribution over satellite-delivered channels. Worldspace,
Inc. holds 20% of the stock of XM Satellite Radio, Inc. Syncom Venture Partners
owns approximately 1.25% of the stock of Worldspace, Inc. Terry L. Jones, a
director of Radio One, is also a director of Worldspace, Inc.
 
 
                                       73
Radio One of Atlanta, Inc.
 
   On March   , 1999, Radio One acquired all of the outstanding capital stock
of ROA. ROA's stockholders included Alta Subordinated Debt Partners III, L.P.
("Alta"), Syncom Venture Partners, and Alfred C. Liggins, III. Mr. Brian W.
McNeill, a general partner of Alta, is also a member of Radio One's Board of
Directors. In addition to holding shares of Radio One's Senior Preferred Stock
prior to the offering, Alta will hold approximately   % of the Class A Common
Stock after completion of the offering. Terry L. Jones, a general partner of
the general partner of Syncom Venture Partners, is also a member of Radio One's
Board of Directors and is the President of Syncom and Syncom I. In addition to
holding shares of Radio One's Senior Preferred Stock prior to the offering,
Syncom is one of the selling stockholders and will hold approximately   % of
the Class A Common Stock after completion of this offering.
 
   Radio One issued        shares of Common Stock in exchange for the
outstanding capital stock of ROA. Alta, Syncom Venture Partners and Mr. Liggins
received a majority of such shares in exchange for their shares in ROA. In
connection with this transaction, Mr. Liggins was paid a fee of approximately
$1.2 million for arranging the acquisition. Also, as part of this transaction,
Radio One assumed and retired net debt and accrued interest of approximately
$16.3 million of ROA and Dogwood. Of this amount, approximately $12.0 million
was paid to Allied Capital Corporation, which is one of the selling
stockholders, approximately $1.3 million was paid to Syncom Venture Partners,
and approximately $2.0 million was paid to Alta.
 
   The Board of Directors authorized the formation of an ad-hoc committee to
oversee the valuation of ROA. The ad-hoc committee members are Catherine L.
Hughes of Radio One, Sanford Anstey of BancBoston Investments, Inc. and Dean
Pickerell of Medallion Capital, Inc. (formerly Capital Dimensions Venture Fund,
Inc.). The committee is comprised of members of the Board of Directors of, and
investors in, Radio One that do not have an interest in ROA.
 
   The ad-hoc committee recommended approval of the acquisition of ROA based
upon its determination that the acquisition was fair to Radio One and its
stockholders.
 
Ms. Sneed's Loan
 
   ROA has extended an unsecured loan to Mary Catherine Sneed, Chief Operating
Officer of Radio One, in the original amount of $271,000, which bears interest
at an annual rate of 5.56% and is evidenced by a demand promissory note. As of
    , 1999, the aggregate outstanding principal and interest amount on this
loan was $   . The purpose of this loan was to pay Ms. Sneed's tax liability
with respect to incentive stock grants of ROA stock received by Ms. Sneed.
 
                                       74
SELLING STOCKHOLDERS
 
   Radio One expects some of its stockholders to sell a portion of their shares
in this offering.
 
                             PRINCIPAL STOCKHOLDERS
 
   The following table sets forth certain information regarding the beneficial
ownership of our Common Stock after giving effect to this offering, by: (i)
each person (or group of affiliated persons) known by us to be the beneficial
owner of more than five percent of any class of Common Stock; (ii) each Named
Executive; (iii) each of our directors; (iv) the selling stockholders; (v) all
of our directors and officers as a group. Unless otherwise indicated in the
footnotes below, each stockholder possesses sole voting and investment power
with respect to the shares listed.
Common Stock(/1/)
                            -------------------------------------------------------- Percent  Percent
                                 Class A            Class B            Class C          of      of
                            ------------------ ------------------ ------------------  Total    Total
         Name of             Number   Percent   Number   Percent   Number   Percent  Economic Voting
     Beneficial Owner       of Shares of Class of Shares of Class of Shares of Class Interest  Power
--------------------------  --------- -------- --------- -------- --------- -------- -------- -------
Catherine L. Hughes(/2/)..
Alfred C. Liggins,
 III(/2/)(/12/)...........
Scott R. Royster..........
Mary Catherine Sneed......
Terry L. Jones(/3/).......
Brian W. McNeill(/4/).....
Alta Subordinated Debt
 Partners III,
 L.P.(/5/)(/12/)..........
Alliance Enterprise
 Corporation(/6/)(/12/)...
BancBoston Investments,
 Inc.(/7/)(/12/)..........
Medallion Capital,
 Inc.(/8/)(/12/)..........
Fulcrum Venture Capital
 Corporation(/9/)(/12/)...
Syncom Capital
 Corporation(/10/)(/12/)..
Allied Capital
 Corporation(/11/)(/12/)..
All Directors and Named
 Executives as a group
 (6 persons)..............
--------
(1) The number of shares of each class of Common Stock excludes the shares of
    any other class of Common Stock issuable upon conversion of that class of
    Common Stock.
(2) Ms. Hughes and Mr. Liggins may be deemed to share beneficial ownership of
    shares of capital stock owned by each other by virtue of the fact that Ms.
    Hughes is Mr. Liggins' mother. Each of Ms. Hughes and Mr. Liggins disclaims
    such beneficial ownership. The shares of Class B Common Stock are subject
    to a voting agreement between Ms. Hughes and Mr. Liggins with respect to
    the election of Radio One's directors. Pursuant to that agreement, Mr.
    Liggins has transferred to Ms. Hughes voting control over shares of Common
    Stock representing  % of the total voting power of all Common Stock until
    such time as Mr. Liggins is permitted under applicable laws and regulations
    to hold in excess of 50% of such voting power. The business address for Ms.
    Hughes and Mr. Liggins is c/o Radio One, 5900 Princess Garden Parkway, 8th
    Floor, Lanham, Maryland 20706.
(3) Represents    shares of Class A Common Stock held by Syncom. Mr. Jones is
    the President of Syncom and his address is c/o Syncom Capital Corporation,
    8401 Colesville Road, Suite 300, Silver Spring, MD 20910. Mr. Jones may be
    deemed to share beneficial ownership of shares of Class A Common Stock and
    Senior Preferred Stock held by Syncom by virtue of his affiliation with
    Syncom. Mr. Jones disclaims beneficial ownership in such shares.
(4) Represents    shares of Class A Common Stock held by Alta. Mr. McNeill is a
    general partner of Alta and his address is c/o Alta Subordinated Debt
    Partners III, L.P., c/o Burr, Egan, Deleage & Co., One Post Office Square,
    Boston, MA 02109. Mr. McNeill may be deemed to share beneficial ownership
    of shares of Class A Common Stock and Senior Preferred Stock held by Alta
    by virtue of his affiliation with Alta. Mr. McNeill disclaims any
    beneficial ownership of such shares.
 
                                       75
(5) The principal address of Alta is c/o Burr, Egan, Deleage & Co., One Post
    Office Square, Boston, MA 02109.
(6) The principal address of Alliance Enterprise Corporation is 12655 N.
    Central Expressway, Suite 710, Dallas, TX 75243.
(7) The principal address of BancBoston Investments, Inc. is 100 Federal
    Street, 32nd Floor, Boston, MA 02110.
(8) The principal address of Medallion Capital, Inc. is 7831 Glenroy Road,
    Suite 480, Minneapolis, MN 55439.
(9) The principal address of Fulcrum Venture Capital Corporation is 300
    Corporate Point, Suite 380, Culver City, CA 90230.
(10) The principal address of Syncom Capital Corporation is 8401 Colesville
     Road, Suite 300, Silver Spring, MD 20910.
(11) The principal address of Allied Capital Corporation is 1919 Pennsylvania
     Avenue, NW, Washington, D.C. 20006-3434.
(12) Such person is a holder of shares of Senior Preferred Stock, as follows:
Number of Shares of           Number of Shares of
  Name of Stockholder     Series A Preferred Stock Held Series B Preferred Stock Held
------------------------  ----------------------------- -----------------------------
Alfred C. Liggins, III..             2,359.67                           --
Alta Subordinated Debt
 Partners III, L.P......                  --                      72,139.57
Alliance Enterprise
 Corporation............             9,126.55                           --
BancBoston Investments,
 Inc....................                  --                      49,249.44
Medallion Capital,
 Inc....................            37,258.14                           --
Fulcrum Venture Capital
 Corporation............             9,650.09                           --
Syncom Capital
 Corporation............            13,595.69                           --
Allied Capital
 Corporation*...........             4,000.00                           --
--------
* Represents a warrant to purchase, subject to certain conditions, 4,000.00
  shares of Series A Preferred Stock.
 
                                       76
DESCRIPTION OF CAPITAL STOCK
 
   The following description of the capital stock of the Company gives effect
to the consummation of the transactions contemplated under "Capitalization,"
which will occur prior to or simultaneously with this offering, the proposed
sale of           shares of Class A Common Stock by the Company in this
offering and, except as otherwise provided below, the proposed sale of
          shares of New Preferred Stock by the Company in the Preferred Stock
Offering. Our capital stock consists of (i)    authorized shares of Common
Stock, $0.01 par value per share, which consists of (a)    shares of Class A
Common Stock, of which    shares are outstanding (   shares assuming the
underwriters overallotment option is exercised), (b)    shares of Class B
Common Stock, of which    shares are outstanding, and (c)    shares of Class C
Common Stock, of which    shares are outstanding, and (ii)    authorized shares
of preferred stock, par value $      per share, which consists of     shares of
Series A Preferred Stock, none of which is outstanding,     shares of Series B
Preferred Stock, none of which is outstanding and     shares of New Preferred
Stock, of which    shares are outstanding. In the event the Preferred Stock
Offering were not consummated, there would be no shares of New Preferred Stock
outstanding, and there would be 140,000 shares of Series A Preferred, of which
   shares would be outstanding and (b) 150,000 shares of Series B Preferred
Stock outstanding. There is no established trading market for our Common Stock
or New Preferred Stock. The following summary is qualified in its entirety by
reference to our Amended and Restated Certificate of Incorporation, which is
filed as an exhibit to the Registration Statement of which this prospectus is a
part.
 
Class A Common Stock
 
   The holders of Class A Common Stock are entitled to one vote for each share
held on all matters voted upon by stockholders, including the election of
directors and any proposed amendment to the Amended and Restated Certificate of
Incorporation. The holders of Class A Common Stock are entitled to vote as a
class to elect two independent directors to the Board of Directors. The holders
of Class A Common Stock will be entitled to such dividends as may be declared
at the discretion of the Board of Directors out of funds legally available for
that purpose. The holders of Class A Common Stock will be entitled to share
ratably with all other classes of Common Stock in the net assets of Radio One
upon liquidation after payment or provision for all liabilities. All shares of
Class A Common Stock may be converted at any time into a like number of shares
of Class C Common Stock at the option of the holder of such shares. All shares
of Class A Common Stock issued pursuant to the offering will be fully paid and
non-assessable.
 
   Application has been made for the listing of the Class A Common Stock on The
Nasdaq National Market, subject to official notice of issuance.
 
Class B Common Stock
 
   The holders of Class B Common Stock are entitled to the same rights,
privileges, benefits and notices as the holders of Class A Common Stock, except
that the holders of Class B Common Stock will be entitled to ten votes per
share. All shares of Class B Common Stock may be converted at any time into a
like number of shares of Class A Common Stock at the option of the holder of
such shares. Catherine L. Hughes and Alfred C. Liggins, III may transfer shares
of Class B Common Stock held by them only to "Class B Permitted Transferees,"
and Class B Permitted Transferees may transfer shares of Class B Common Stock
only to other Class B Permitted Transferees. If any shares of Class B Common
Stock are transferred to any person or entity other than a Class B Permitted
Transferee, such shares will automatically be converted into a like number of
shares of Class A Common Stock. "Class B Permitted Transferees" include Ms.
Hughes, Mr. Liggins, their respective estates, spouses, former spouses, parents
or grandparents or lineal descendants thereof, and certain trusts and other
entities for the benefit of, or beneficially owned by, such persons. Ms. Hughes
and Mr. Liggins have agreed to vote their shares of Common Stock to elect each
other and other mutually agreeable nominees to the Board of Directors. See
"Risk Factors--Controlling Stockholders."
 
                                       77
Class C Common Stock
 
   The holders of Class C Common Stock are entitled to the same rights,
privileges, benefits and notices as the holders of Class A Common Stock and
Class B Common Stock, except that the holders of Class C Common Stock will be
entitled to no votes per share. All shares of Class C Common Stock may be
converted at any time into a like number of shares of Class A Common Stock at
the option of the holder of such shares, except that Class B Permitted
Transferees may convert shares of Class C Common Stock into shares of Class A
Common Stock, or otherwise acquire shares of Class A Common Stock, only in
connection with: (i) a merger or consolidation of Radio One with or into, or
other acquisition of, another entity pursuant to which the Class B Permitted
Transferees are to receive shares of Class A Common Stock in exchange for their
interest in such entity; (ii) the transfer of such shares of Class A Common
Stock to a person or entity other than a Class B Permitted Transferee; or (iii)
a registered public offering of such shares of Class A Common Stock.
 
New Preferred Stock
 
   Concurrent with this offering, we intend to offer for sale         shares of
our New Preferred Stock.
 
   Dividends on the New Preferred Stock will accrue from the date of issuance
and will be payable      in arrears on                  and          of each
year, beginning       , 1999, at an annual rate of    % of the liquidation
preference of $1,000 per share. Dividends will be payable in cash, except that
on each dividend payment date occurring on or prior to      ,   , dividends may
be paid, at Radio One's option, by the issuance of additional shares of New
Preferred Stock (including fractional shares) having an aggregate liquidation
preference equal to the amount of such dividends.
 
   The New Preferred Stock will not be redeemable prior to       ,   , except
that, on or prior to       ,   , we may redeem, at our option, in whole but not
in part, the outstanding New Preferred Stock with the net proceeds of one or
more public equity offerings at a redemption price of     % of the liquidation
preference thereof, plus accumulated and unpaid dividends to the date of
redemption. On or after       , 20 , the New Preferred Stock is redeemable at
the option of Radio One, at the prices set forth below (expressed in
percentages of its liquidation preference), plus accumulated and unpaid
dividends, if redeemed during the 12-month period beginning on         of the
years set forth below:
Redemption
            Period                               Price
            ------                             ----------
................................         %
              ................................
              ................................
               and thereafter.................  100.000
We are required to redeem the New Preferred Stock on         ,   , at a
redemption price equal to 100% of its liquidation preference plus accumulated
and unpaid dividends to the date of redemption.
 
   The New Preferred Stock will rank senior to all other classes of equity
securities of Radio One outstanding upon completion of this offering. We may
not authorize any new class of stock equal or senior in rights to the New
Preferred Stock without the approval of the holders of at least a majority of
the shares of New Preferred Stock then outstanding.
 
   On any scheduled dividend payment date, Radio One may, at its option,
exchange all but not less than all of the shares of New Preferred Stock then
outstanding for our    % Subordinated Exchange Debentures Due    (the "Exchange
Debentures"). The Exchange Debentures will bear interest at a rate of    % per
annum, payable semiannually in arrears on        and        of each year (or,
on or prior to       ,   , in additional Exchange Debentures, at the option of
Radio One), beginning with the first such date to occur after the date of
exchange. The Exchange Debentures will be subordinated to all existing and
future senior debt of Radio One and to all indebtedness and other liabilities
(including trade payables) of Radio One's subsidiaries.
 
                                       78
The New Preferred Stock and, if applicable, the indenture governing the
Exchange Debentures will limit, subject to certain restrictions:
 
  1. the incurrence of additional indebtedness and the issuance of preferred
     stock by Radio One and its Restricted Subsidiaries,
 
  2. the payment of dividends and other distributions by Radio One and its
     Restricted Subsidiaries in respect of their capital stock,
 
  3. investments or other restricted payments by Radio One and its Restricted
     Subsidiaries,
 
  4. asset sales and asset swaps,
 
  5. certain transactions with affiliates,
 
  6. the sale or issuance of capital stock of Restricted Subsidiaries, and
 
  7. mergers and consolidations.
 
   The New Preferred Stock will also prohibit certain restrictions on dividends
and other distributions from our Restricted Subsidiaries.
 
Foreign Ownership
 
   Radio One's Amended and Restated Certificate of Incorporation restricts the
ownership, voting and transfer of our capital stock, including the Class A
Common Stock, in accordance with the Communications Act and the rules of the
FCC, which prohibit the issuance of more than 25% of our outstanding capital
stock (or more than 25% of the voting rights such stock represents) to or for
the account of aliens (as defined by the FCC) or corporations otherwise subject
to domination or control by aliens. Our Amended and Restated Certificate of
Incorporation prohibits any transfer of our capital stock that would cause a
violation of this prohibition. In addition, the Amended and Restated
Certificate of Incorporation authorizes the Board of Directors to take action
to enforce these prohibitions, including restricting the transfer of shares of
capital stock to aliens and placing a legend restricting foreign ownership on
the certificates representing the Class A Common Stock.
 
Registration Rights
 
   The holders of substantially all of the shares of Class A Common Stock
outstanding prior to the closing of this offering, other than Mr. Liggins, are
parties to registration rights agreements with us. These agreements, which
relate to approximately      shares of Class A Common Stock, provide incidental
or "piggyback" registration rights that allow such holders, under certain
circumstances, to include their shares of Class A Common Stock in registration
statements initiated by Radio One or other stockholders. Under these
agreements, the holders of Class A Common Stock may require us to register
their shares under the Securities Act for offer and sale to the public
(including by way of an underwritten public offering) on up to four occasions.
These agreements also permit demand registrations on Form S-3 registration
statements provided that we are eligible to register our capital stock on Form
S-3. All such registration rights are subject to conditions and limitations,
including the right of the underwriters of an offering to limit the number of
shares to be included in a registration. The holders of the Class A Common
Stock have waived their "piggyback" registration rights with respect to the
offering.
 
Limitations on Directors' and Officers' Liability
 
   Radio One's Amended and Restated Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law, which
specifies that a director of a company adopting such a provision will not be
personally liable for monetary damages for breach of fiduciary duty as a
director, except for the liability (i) for any breach of the director's duty of
loyalty to Radio One or its stockholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law;
or (iv) for any transaction from which the director derived an improper
personal benefit.
 
                                       79
Radio One's Amended and Restated Certificate of Incorporation provides for
mandatory indemnification of directors and officers and authorizes
indemnification for employees and agents in such manner, under such
circumstances and to the fullest extent permitted by the Delaware General
Corporation Law, which generally authorizes indemnification as to all expenses
incurred or imposed as a result of actions, suits or proceedings if the
indemnified parties act in good faith and in a manner they reasonably believe
to be in or not opposed to the best interests of Radio One. We believe these
provisions are necessary or useful to attract and retain qualified persons as
directors. Radio One maintains directors and officers insurance for the benefit
of its directors and officers.
 
   There is no pending litigation or proceeding involving a director or officer
as to which indemnification is being sought.
 
Transfer Agent and Registrar
 
   United States Trust Company of New York is our transfer agent and registrar.
 
                                       80
DESCRIPTION OF INDEBTEDNESS
 
Bank Credit Facility
 
   On      , 1999, we entered into an amended and restated credit agreement
(the "Credit Agreement") under which we may borrow up to $100 million on a
revolving basis (the "Bank Credit Facility") from a group of banking
institutions. Draw downs under the Bank Credit Facility are currently
available, subject to compliance with provisions of the Credit Agreement,
including but not limited to the financial covenants. Specifically, borrowings
under the Bank Credit Facility may be entirely of Eurodollar Loans, Alternate
Base Rate ("ABR") Loans or a combination thereof. The Bank Credit Facility will
be fully available until a maturity date of December 31, 2003. No commitment
reductions under the Bank Credit Facility will occur until the final maturity
date, provided that Radio One does not acquire or issue additional indebtedness
or Disqualified Stock (as such term is defined in the Credit Agreement).
 
   The Bank Credit Facility terminates on December 31, 2003, at which time any
outstanding principal together with all accrued and unpaid interest thereon
would become due and payable. All amounts under the Bank Credit Facility are
guaranteed by each of Radio One's direct and indirect subsidiaries other than
WYCB Acquisition Corporation and Broadcast Holdings, Inc.
 
   The Bank Credit Facility is secured by a perfected first priority secured
interest in: (i) substantially all of the tangible and intangible assets of
Radio One and our direct and indirect subsidiaries including, without
limitation, any and all FCC licenses to the maximum extent permitted by law and
(ii) all of the common stock of Radio One and our direct and indirect
subsidiaries, including all warrants or options and other similar securities to
purchase such securities. Radio One also granted a security interest in all
money (including interest), instruments and securities at any time held or
acquired in connection with a cash collateral account established pursuant to
the Credit Agreement, together with all proceeds thereof.
 
   The interest rates on the borrowings under the Bank Credit Facility are
based on the ratio of total debt to EBITDA, with a maximum margin above ABR of
1.625% with respect to ABR Loans, and a maximum margin above Eurodollar rate
2.625% with respect to Eurodollar Loans. Interest on Eurodollar Loans is based
on a 360-day period for actual days elapsed, and interest on ABR Loans is based
on a 365-day period for actual days elapsed. In addition, Radio One will pay a
commitment fee equal to an amount based on the average daily amount of the
available commitment computed at a rate per year tied to a leverage ratio in
effect for the fiscal quarter preceding the date of payment of such fee. The
commitment fee is fully earned and non-refundable and is payable quarterly in
arrears on the last business day of each March, June, September and December
and on the maturity date.
 
   The Credit Agreement contains customary and appropriate affirmative and
negative covenants including, but not limited to, financing covenants and other
covenants including limitations on other indebtedness, liens, investments,
guarantees, restricted payments (dividends, redemptions and payments on
subordinated debt), prepayment or repurchase of other indebtedness, mergers and
acquisitions, sales of assets, capital expenditures, losses, transactions with
affiliates and other provisions customary and appropriate for financing of this
type, including mutually agreed upon exceptions and baskets. The financial
covenants include: (i) a maximum ratio of total debt to EBITDA of 7.0x; (ii) a
maximum ratio of senior debt to EBITDA of 4.5x; (iii) a minimum interest
coverage ratio; and (iv) a minimum fixed charge coverage ratio.
 
   The Credit Agreement contains the following customary events of default: (i)
failure to make payments when due; (ii) defaults under any other agreements or
instruments of indebtedness; (iii) noncompliance with covenants; (iv) breaches
of representations and warranties; (v) voluntary or involuntary bankruptcy or
liquidation proceedings; (vi) entrance of judgments; (vii) impairment of
security interests in collateral; and (viii) changes of control.
 
 
                                       81
12% Senior Subordinated Notes Due 2004
 
   On May 15, 1997, Radio One entered into an approximate $85.0 million
aggregate principal amount offering (the "12% Notes Offering") of Radio One's
12% Senior Subordinated Notes (the "12% Notes due 2004"). The 12% Notes
Offering has an aggregate initial accreted value of approximately $75.0
million, as of Maturity Date May 15, 2004.
 
   The 12% Notes due 2004 are generally unsecured obligations of Radio One and
are subordinated in rights of payment to all Senior Indebtedness (as defined in
the Indenture). The 12% Notes due 2004 were issued pursuant to an Indenture,
dated as of May 15, 1997 among Radio One, Radio One Licenses, Inc. and United
States Trust Company of New York (the "Indenture"). Pursuant to the First
Supplemental Indenture dated as of June 30, 1998, Bell Broadcasting and Radio
One of Detroit, Inc. became Subsidiary Guarantors of the Notes. Pursuant to the
Second Supplemental Indenture dated as of December 28, 1998, Allur-Detroit and
Allur Licenses, Inc. became Subsidiary Guarantors of the Notes.
 
   The 12% Notes due 2004 were issued at a substantial discount from their
principal amount. The issue price to investors per Note was $877.42, which
represents a yield to maturity on the 12% Notes due 2004 of 12.0% calculated
from May 19, 1997 (computed on a semi-annual bond equivalent basis).
 
   Cash interest on the 12% Notes due 2004 accrues at a rate of 7.0% per annum
on the principal amount of the 12% Notes due 2004 through and including May 15,
2000, and at a rate of 12.0% per annum on the principal amount of the 12% Notes
due 2004 after such date. Cash interest on the 12% Notes due 2004 is currently
payable semi-annually on May 15 and November 15 of each year.
 
   The 12% Notes due 2004 are redeemable at any time and from time to time at
the option of Radio One, in whole or in part, on or after May 15, 2001 at the
redemption prices set forth in the 12% Notes due 2004, plus accrued and unpaid
interest to the date of redemption. In addition, on or prior to May 15, 2000,
Radio One may redeem, at our option, up to 25.0% of the aggregate original
principal amount of the 12% Notes due 2004 with the net proceeds of one or more
Public Equity Offerings at 112% of the Accreted Value thereof, together with
accrued and unpaid interest, if any, to the date of redemption, as long as at
least approximately $64.1 million of the aggregate principal amount of the 12%
Notes due 2004 remains outstanding after each such redemption. Upon a Change of
Control (as defined in the Indenture), Radio One must commence an offer to
repurchase the 12% Notes due 2004 at 101% of the Accreted Value thereof, plus
accrued and unpaid interest, if any, to the date of repurchase.
 
   The initial gross proceeds to Radio One from the 12% Notes Offering were
approximately $75.0 million and were used to: (i) repay all the outstanding
indebtedness under Radio One's then existing credit facility; (ii) fund the
balance of the total consideration in respect to the acquisition of WPHI-FM;
(iii) pay for leasehold improvements and new equipment in respect to the Lanham
offices and other amounts associated with moving Radio One's Washington, D.C.
offices and studios; (iv) provide funding for other general purposes, including
working capital; and (v) pay related fees and expenses in connection with the
consummation of the 12% Notes Offering.
 
   The Indenture governing the 12% Notes due 2004 contains certain restrictive
covenants with respect to Radio One and our Restricted Subsidiaries, including
limitations on: (a) the sale of assets, including the equity interests of Radio
One's Restricted Subsidiaries, (b) asset swaps, (c) the payment of Restricted
Payments (as defined in the Indenture), (d) the incurrence of indebtedness and
issuance of preferred stock by Radio One or our Restricted Subsidiaries, (e)
the issuance of Equity Interests (as defined in the Indenture) by a Restricted
Subsidiary, (f) the payment of dividends on the capital stock of Radio One and
the purchase, redemption or retirement of the capital stock or subordinated
indebtedness of Radio One, (g) certain transactions with affiliates, (h) the
incurrence of senior subordinated debt and (i) certain consolidations and
mergers. The Indenture also prohibits certain restrictions on distributions
from Restricted Subsidiaries. All of these limitations and prohibitions,
however, are subject to a number of important qualifications.
 
                                       82
The Indenture for the 12% Notes due 2004 includes various events of default
customary for such type of agreements, such as failure to pay principal and
interest when due on the 12% Notes due 2004, cross defaults on other
indebtedness and certain events of bankruptcy, insolvency and reorganization.
 
                        SHARES ELIGIBLE FOR FUTURE SALE
 
   Prior to this offering, there has been no public market for the Class A
Common Stock of Radio One. The sale or availability for sale of substantial
amounts of Class A Common Stock in the public market subsequent to the
offering, or the perception that such sales could occur, could adversely affect
market prices prevailing from time to time. Sales of substantial amounts of
Class A Common Stock in the public market subsequent to the offering could also
adversely affect the ability of Radio One to raise equity capital in the
future.
 
   Upon consummation of this offering, Radio One will have outstanding
                   shares of Class A Common Stock, assuming no exercise of the
underwriters' over-allotment option and no exercise of outstanding options and
       shares of Class A Common Stock assuming exercise of the Underwriter's
over-allotment in full. Of these shares, the                   shares of Class
A Common Stock sold in this offering will be freely tradable without
restriction under the Securities Act, unless purchased by "affiliates" of Radio
One as that term is defined in Rule 144 promulgated under the Securities Act.
The remaining           shares of Class A Common Stock outstanding upon
completion of the offering will be "restricted securities," as that term is
defined Rule 144 promulgated under the Securities Act ("Restricted Shares").
Restricted Shares may be sold in the public market only if registered or if
they qualify for an exemption from registration under Rule 144 promulgated
under the Securities Act, which is summarized below.
 
   The holders of substantially all of the shares of Class A Common Stock
outstanding prior to the closing of this offering, other than Mr. Liggins, are
parties to registration rights agreements with us. These agreements, which
relate to approximately        shares of Class A Common Stock, provide
incidental or "piggyback" registration rights that allow such holders, under
certain circumstances, to include their shares of Class A Common Stock in
registration statements initiated by Radio One or other stockholders. Such
registration rights agreements also permit demand registrations. The number of
shares sold in the public market could increase if such rights are exercised.
See "Description of Capital Stock--Registration Rights."
 
   In general, under Rule 144 as currently in effect, a person (or persons
whose shares are required to be aggregated) who has beneficially owned shares
of Class A Common Stock that have been outstanding and not held by any
"affiliate" of Radio One for a period of one year is entitled to sell within
any three-month period a number of shares that does not exceed the greater of
one percent of the then outstanding shares of Class A Common Stock
(approximately               shares immediately after completion of this
offering assuming no exercise of the underwriters' over-allotment option) or
the average weekly reported trading volume of the Class A Common Stock during
the four calendar weeks preceding the date on which notice of such sale is
given, provided certain manner of sale and notice requirements and requirements
as to the availability of current public information are satisfied (such
information requirements have been satisfied by Radio One's filing of reports
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since August 1997). Affiliates of Radio One must comply with the restrictions
and requirements of Rule 144, other than the two-year holding period
requirement, in order to sell shares of Class A Common Stock that are not
"restricted securities" (such as shares acquired by affiliates in this
offering). Under Rule 144(k), a person who is not deemed an "affiliate" of
Radio One at any time during the three months preceding a sale by him, and who
has beneficially owned shares of Class A Common Stock that were not acquired
from Radio One or an "affiliate" of Radio One within the previous two years,
would be entitled to sell such shares without regard to volume limitations,
manner of sale provisions, notification requirements or the availability of
current public information concerning Radio One. As defined in Rule 144, an
"affiliate" of an issuer is a person that directly or indirectly through the
use of one or more intermediaries controls, or is controlled by, or is under
common control with, such issuer.
 
                                       83
Radio One, all of its officers and directors, the selling stockholders and
other holders of Class A Common Stock 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 Class A Common
Stock owned by them or that could be purchased by them through the exercise of
options to purchase Class A Common Stock of Radio One for a period of 180 days
after the date of this prospectus without the prior written consent of Credit
Suisse First Boston Corporation on behalf of the underwriters. As a result of
these restrictions, notwithstanding possible earlier eligibility for sale under
the provisions of Rules 144 and 144(k), shares subject to lock-up agreements
will not be salable until the agreements expire. Taking into account the lock-
up agreements, approximately                shares of Class A Common Stock will
be eligible for sale in the public market as of the effective date of this
offering. Substantially all of the remaining Restricted Shares will become
eligible for sale in the public market 180 days after the effective date of the
offering, subject in the case of affiliates to the volume limitations described
above.
 
   Shortly after the effective date of the offering, Radio One intends to file
a Registration Statement under the Securities Act covering shares of Class A
Common Stock reserved for issuance under Radio One's Option Plan. Such
Registration Statement will cover approximately                shares. Such
Registration Statement will automatically become effective upon filing.
Accordingly, shares registered under such Registration Statement will be,
subject to Rule 144 volume limitations applicable to affiliates, available for
sale in the open market, unless such shares are subject to vesting restrictions
or the lock-up agreements described above. In                , 1999, Radio
One's Board of Directors granted options to purchase an aggregate of
                    shares of Class A Common Stock.      of these options are
immediately exercisable, but any shares acquired pursuant to the exercise of
these options are subject to the same contractual lock-up agreement as the
shares held by officers, directors and selling stockholders.
 
                                       84
UNDERWRITING
 
   Under the terms and subject to the conditions contained in an underwriting
agreement, dated    , 1999, we and the selling stockholders have agreed to sell
to the underwriters named below, for whom Credit Suisse First Boston
Corporation, NationsBanc Montgomery Securities LLC, Bear, Stearns & Co. Inc.,
and Prudential Securities Incorporated are acting as representatives, the
following respective number of shares of Class A Common Stock:
Number of
                              Underwriter                               Shares
                              -----------                             ----------
Credit Suisse First Boston Corporation............................
   NationsBanc Montgomery Securities LLC.............................
   Bear, Stearns & Co. Inc...........................................
   Prudential Securities Incorporated................................
                                                                      ----------
     Total...........................................................
                                                                      ==========
The underwriting agreement provides that the underwriters are obligated to
purchase all the shares of Class A Common Stock in the offering if any are
purchased other than those shares covered by the over-allotment option
described below. The underwriting agreement also provides that if an
underwriter defaults, the purchase commitments of non-defaulting underwriters
may be increased or the offering of Class A Common Stock may be terminated.
 
   We and the selling stockholders have granted to the underwriters a 30-day
option to purchase on a pro rata basis up to      additional shares from us and
an aggregate of      additional shares from the selling stockholders at the
initial public offering price less the underwriting discounts and commissions.
The option may be exercised only to cover any over-allotments of Class A Common
Stock.
 
   The underwriters propose to offer the shares of Class A Common Stock
initially at the public offering price on the cover page of this prospectus,
and to selling group members at that price less a concession of $   per share.
The underwriters and selling group members may allow a discount of $   per
share on sales to other broker/dealers. After the initial public offering, the
public offering price and concession and discount to dealers may be changed by
the representatives.
 
   The following table summarizes the compensation and estimated expenses we
and the selling stockholders will pay.
Total
                                                  -----------------------------
                                             Per     Without          With
                                            Share Over-allotment Over-allotment
                                            ----- -------------- --------------
Underwriting Discounts and Commissions
 paid by us...............................     $         $              $
Expenses payable by us....................     $         $              $
Underwriting Discounts and Commissions
 paid by selling stockholders.............     $         $              $
Expenses payable by selling stockholders..     $         $              $
85
The representatives have informed Radio One and the selling stockholders
that the underwriters do not intend to confirm sales to any accounts over which
they exercise discretionary authority.
 
   We intend to use more than 10% of the net proceeds from the sale of shares
of Class A Common Stock to repay indebtedness owed by us to lenders under the
Bank Credit Facility, including NationsBank N.A. and Credit Suisse First
Boston, New York branch, which are affiliates of NationsBanc Montgomery
Securities LLC and Credit Suisse First Boston Corporation, respectively.
Accordingly, the offering is being made in compliance with the requirements of
Rule 2710(c)(8) of the National Association of Securities Dealers, Inc. Conduct
Rules. This rule provides generally that if more than 10% of the net proceeds
from the sale of stock, not including underwriting compensation, is paid to the
underwriters or their affiliates, the initial public offering price of the
stock may not be higher than that recommended by a "qualified independent
underwriter" meeting certain standards. Accordingly, Prudential Securities is
assuming the responsibilities of acting as the qualified independent
underwriter in pricing the offering and conducting due diligence. The initial
public offering price of the shares of Class A Common Stock is no higher than
the price recommended by Prudential Securities.
 
   We are currently in compliance in all material respects with the terms of
the Credit Agreement. The decision of Credit Suisse First Boston Corporation
and NationsBanc Montgomery Securities LLC to distribute the Class A Common
Stock was made in accordance with their respective customary procedures. Credit
Suisse First Boston Corporation and NationsBanc Montgomery Securities LLC will
not receive any benefit from this offering other than their respective portions
of the underwriting discounts as set forth on the cover page of this
prospectus.
 
   Radio One, Catherine L. Hughes, Alfred C. Liggins, III, the selling
stockholders and certain other holders of Common Stock of Radio One have agreed
that they will not offer, sell, contract to sell, announce our intention to
sell, pledge or otherwise dispose of, directly or indirectly, or file with the
Securities Exchange Commission (the "SEC") a registration statement under the
Securities Act relating to, any additional shares of Class A Common Stock or
securities convertible into or exchangeable or exercisable for any of our Class
A Common Stock, without the prior written consent of Credit Suisse First Boston
Corporation for a period of 180 days after the date of this prospectus.
 
   At our request, the underwriters have reserved for sale, at the initial
public offering price up to                 shares of Class A Common Stock for
employees, directors and certain other persons associated with us who have
expressed an interest in purchasing Class A Common Stock in the offering. The
number of shares available for sale to the general public in the offering will
be reduced to the extent such persons purchase such reserved shares. Any
reserved shares not so purchased will be offered by the underwriters to the
general public on the same terms as the other shares.
 
   We and the selling stockholders have agreed to indemnify the underwriters
against certain liabilities under the Securities Act, or contribute to payments
which the underwriters may be required to make in respect thereof.
 
   We have made application to list the shares of Class A Common Stock on The
Nasdaq Stock Market's National Market under the symbol "ROIA."
 
   Credit Suisse First Boston Corporation has provided customary financial
advisory services to Radio One, for which it has received customary
compensation and indemnification, and in the future may provide such services.
 
   Prior to this offering, there has been no public market for the Class A
Common Stock. The initial public offering price for the Class A Common Stock
will be negotiated among us, the selling stockholders and the representatives.
Among the principal factors to be considered in determining the initial public
offering price will be market conditions for initial public offerings, the
history of and prospects for our business, our past and
 
                                       86
present operations, our past and present earnings and current financial
position, an assessment of our management, the market of securities of
companies in businesses similar to ours, the general condition of the
securities markets and other relevant factors. There can be no assurance that
the initial public offering price will correspond to the price at which the
Class A Common Stock will trade in the public market subsequent to the offering
or that an active trading market will develop and continue after the offering.
 
   The representatives, may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation
M under the Exchange Act. Over-allotment involves syndicate sales in excess of
the offering size, which creates a syndicate short position. Stabilizing
transactions permit bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Syndicate covering
transactions involve purchases of the Class A Common Stock in the open market
after the distribution has been completed in order to cover syndicate short
positions. Penalty bids permit the representatives to reclaim a selling
concession from a syndicate member when the Class A Common Stock originally
sold by such syndicate member are purchased in a syndicate covering transaction
to cover syndicate short positions. Such stabilizing transactions, syndicate
covering transactions and penalty bids may cause the price of the Class A
Common Stock to be higher than it would otherwise be in the absence of such
transactions. These transactions may be effected on The Nasdaq National Market
or otherwise and, if commenced, may be discontinued at any time.
 
                                       87
NOTICE TO CANADIAN RESIDENTS
 
Resale Restrictions
 
   The distribution of the Class A Common Stock in Canada is being made only on
a private placement basis exempt from the requirement that we and the selling
stockholders prepare and file a prospectus with the securities regulatory
authorities in each province where trades of the Class A Common Stock are
effected. Accordingly, any resale of the Class A Common Stock in Canada must be
made in accordance with applicable securities laws which will vary depending on
the relevant jurisdiction, and which may require resales to be made in
accordance with available statutory exemptions or pursuant to a discretionary
exemption granted by the applicable Canadian securities regulatory authority.
Purchasers are advised to seek legal advice prior to any resale of the Class A
Common Stock.
 
Representations of Purchasers
 
   Each purchaser of the Class A Common Stock in Canada who receives a purchase
confirmation will be deemed to represent to us, the selling stockholders and
the dealer from whom such purchase confirmation is received that (i) such
purchaser is entitled under applicable provincial securities laws to purchase
such Class A Common Stock without the benefit of a prospectus qualified under
such securities laws, (ii) where required by law, that such purchaser is
purchasing as principal and not as agent, and (iii) such purchaser has reviewed
the text above under "Resale Restrictions."
 
Rights of Action (Ontario Purchasers)
 
   The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. federal securities laws.
 
Enforcement of Legal Rights
 
   All of the issuer's directors and officers as well as the experts named
herein and the selling stockholders may be located outside of Canada and, as a
result, it may not be possible for Canadian purchasers to effect service of
process within Canada upon the issuer or such persons. All or substantial
portions of the assets of the issuer and such persons may be located out side
of Canada and, as a result, it may not be possible to satisfy a judgment
against the issuer or such persons in Canada or to enforce a judgment obtained
in Canadian courts against such issuer or persons outside of Canada.
 
Notice to British Columbia Residents
 
   A purchaser of the Class A Common Stock to whom the Securities Act (British
Columbia) applies is advised that such purchaser is required to file with the
British Columbia Securities Commission a report within ten days of the sale of
any Class A Common Stock acquired by such purchaser pursuant to this offering.
Such report must be in the form attached to British Columbia Securities
Commission Blanket Order BOR #95/17, a copy of which may be obtained from Radio
One. Only one such report must be filed in respect of the Class A Common Stock
acquired on the same date and under the same prospectus exemption.
 
Taxation and Eligibility for Investment
 
   Canadian purchasers of the Class A Common Stock should consult their own
legal and tax advisors with respect to the tax consequences of an investment in
the Class A Common Stock in their particular circumstances and with respect to
the eligibility of the Class A Common Stock for investment by the purchaser
under relevant Canadian legislation.
 
                                       88
LEGAL MATTERS
 
   Certain legal matters with respect to the offering will be passed upon for
Radio One by Kirkland & Ellis. Certain legal matters regarding FCC issues will
be passed upon for Radio One by Davis, Wright & Tremaine LLP. Certain legal
matters will be passed upon for the underwriters by Skadden, Arps, Slate,
Meagher & Flom LLP.
 
                                    EXPERTS
 
   The audited consolidated financial statements and schedules of Radio One,
Inc. and subsidiaries as of December 31, 1997 and 1998, and for each of the
years in the three-year period ended December 31, 1998, included in the
prospectus and registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto and are included herein in reliance upon the authority of said firm as
experts in giving said report.
 
   The audited consolidated financial statements of Radio One of Atlanta, Inc.
and subsidiary as of December 31, 1997 and 1998, and for each of the years in
the three-year period ended December 31, 1998, included in the prospectus and
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto and are
included herein in reliance upon the authority of said firm as experts in
giving said report.
 
   The audited financial statements of Bell Broadcasting Company as of December
31, 1997 and for each of the years in the two-year period ended December 31,
1997, included in the prospectus and registration statement have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto and are included herein in reliance upon the
authority of said firm as experts in giving said report.
 
   The audited financial statements of Allur-Detroit, Inc., as of December 31,
1997, and for the year then ended, included in the prospectus and registration
statement have been audited by Mitchell & Titus, LLP, independent public
accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said report.
 
   The audited financial statements of the Richmond Operations of Sinclair
Telecable, Inc. as of December 31, 1997 and 1998, and for each of the years in
the two-year period ended December 31, 1998, included in the prospectus and
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto and are
included herein in reliance upon the authority of said firm as experts in
giving said report.
 
   The audited financial statements of stations WKJS-FM and WSOJ-FM of FM 100,
Inc. as of December 31, 1998, and for the year then ended, included in the
prospectus and registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto and are included herein in reliance upon the authority of said firm as
experts in giving said report.
 
                             ADDITIONAL INFORMATION
 
   We are subject to the reporting requirements of the Exchange Act, and, in
accordance therewith, file reports, proxy statements and other information with
the SEC. Such reports, proxy statements and other information may be inspected
and copied at the public reference facilities maintained by the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's regional offices
located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, IL 60661 and Seven World Trade Center, 13th Floor, New York, NY 10048.
Copies of such material can be obtained from the Public Reference Section of
the SEC upon payment of certain fees prescribed by the SEC. The SEC's Web site
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC. The address of
that site is http://www.sec.gov. Our Class A Common Stock is quoted on the
Nasdaq National Market and our reports, proxy statements and other information
may also be inspected at the offices of Nasdaq Operations, 1735 K Street, N.W.,
Washington, D.C. 20006.
 
                                       89
We have filed a registration statement on Form S-1 with the SEC under the
Securities Act in respect of the Class A Common Stock offered pursuant to this
prospectus. This prospectus, which is a part of the registration statement,
omits certain information contained in the registration statement as permitted
by the SEC's rules and regulations. For further information with respect to
Radio One and the Class A Common Stock offered hereby, please reference the
registration statement, including its exhibits. Statements in this prospectus
concerning the contents of any contract or other document filed with the SEC as
an exhibit to the registration statement are not necessarily complete and are
qualified in all respects by such reference. Copies of the registration
statement, including all related exhibits and schedules, may be inspected
without charge at the public reference facilities maintained by the SEC, or
obtained at prescribed rates from the Public Reference Section of the SEC at
the address set forth above.
 
                                       90
INDEX TO FINANCIAL STATEMENTS
Radio One, Inc. and Subsidiaries
Report of Independent Public Accountants.................................   F-2
Consolidated Balance Sheets as of December 31, 1997 and 1998.............   F-3
Consolidated Statements of Operations for the years ended December 31,
 1996, 1997, and 1998....................................................   F-4
Consolidated Statements of Changes in Stockholders' Deficit for the years
 ended December 31, 1996, 1997, and 1998.................................   F-5
Consolidated Statements of Cash Flows for the years ended December 31,
 1996, 1997, and 1998....................................................   F-6
Notes to Consolidated Financial Statements...............................   F-7
Radio One of Atlanta, Inc.
Report of Independent Public Accountants.................................  F-17
Consolidated Balance Sheets as of December 31, 1997 and 1998.............  F-18
Consolidated Statements of Operations for the years ended December 31,
 1996, 1997, and 1998....................................................  F-19
Consolidated Statements of Changes in Stockholders' Equity for the years
 ended December 31, 1996, 1997, and 1998.................................  F-20
Consolidated Statements of Cash Flows for the years ended December 31,
 1996, 1997, and 1998....................................................  F-21
Notes to Consolidated Financial Statements...............................  F-22
Bell Broadcasting Company
Report of Independent Public Accountants.................................  F-29
Balance Sheets as of December 31, 1997, and June 30, 1998 (unaudited)....  F-30
Statements of Operations for the years ended December 31, 1996 and 1997,
 and the six months ended June 30, 1997 and 1998 (unaudited).............  F-31
Statements of Changes in Stockholders' Equity for the years ended
 December 31, 1996, and 1997, and the six months ended June 30, 1998
 (unaudited).............................................................  F-32
Statements of Cash Flows for the years ended December 31, 1996, and 1997,
 and the six months ended June 30, 1997 and 1998 (unaudited).............  F-33
Notes to Financial Statements............................................  F-34
Allur-Detroit, Inc.
Report of Independent Public Accountants.................................  F-39
Balance Sheets as of December 31, 1997, and September 30, 1998
 (unaudited).............................................................  F-40
Statements of Operations for the year ended December 31, 1997, and the
 nine months ended September 30, 1997 and 1998 (unaudited)...............  F-41
Statements of Changes in Stockholders' Equity for the year ended December
 31, 1997, and the nine months ended September 30, 1998 (unaudited)......  F-42
Statements of Cash Flows for the years ended December 31, 1997, and the
 nine months ended September 30, 1997 and 1998 (unaudited)...............  F-43
Notes to Financial Statements............................................  F-44
Richmond Operations of Sinclair Telecable, Inc.
Report of Independent Public Accountants.................................  F-49
Combined Balance Sheets as of December 31, 1997 and 1998.................  F-50
Combined Statements of Operations and Changes in Station Equity for the
 years ended December 31, 1997 and 1998..................................  F-51
Combined Statements of Cash Flows for the years ended December 31, 1997
 and 1998................................................................  F-52
Notes to Financial Statements............................................  F-53
Stations WKJS-FM and WSOJ-FM of FM 100, Inc.
Report of Independent Public Accountants.................................  F-56
Combined Balance Sheet as of December 31, 1998...........................  F-57
Combined Statement of Operations and Changes in Station Deficit for the
 year ended December 31, 1998............................................  F-58
Combined Statement of Cash Flows for the year ended December 31, 1998....  F-59
Notes to Financial Statements............................................  F-60
F-1
The accompanying consolidated financial statements do not reflect the
completion of a stock split, the exercise of certain warrants or exchange of
Class A Common Stock for Classes B and C Common Stock which will take place on
or prior to the effective date of an offering of Common Stock to the public.
The following report is in the form which will be issued by us upon completion
of the three transactions above, which are described in Note 1 to the
consolidated financial statements, and assuming that from December 31, 1998, to
the date of such completion no other material events have occurred that would
affect the accompanying consolidated financial statements or require disclosure
therein:
 
                                          /s/ Arthur Andersen LLP
 
Baltimore, Maryland,
March 11, 1999
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors and Stockholders of
 Radio One, Inc.:
 
   We have audited the accompanying consolidated balance sheets of Radio One,
Inc. (a Delaware corporation) and subsidiaries (the Company) as of December 31,
1997 and 1998, and the related consolidated statements of operations, changes
in stockholders' deficit and cash flows for each of the years in the three-year
period ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Radio One,
Inc. and subsidiaries as of December 31, 1997 and 1998 and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1998, in conformity with generally accepted accounting
principles.
 
Baltimore, Maryland,
       , 1999
 
                                      F-2
RADIO ONE, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                        As of December 31, 1997 and 1998
1997          1998
                                                    ------------  ------------
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents........................ $  8,500,000  $  4,455,000
  Trade accounts receivable, net of allowance for
   doubtful accounts of $904,000 and $1,243,000,
   respectively....................................    8,722,000    12,026,000
  Prepaid expenses and other.......................      315,000       334,000
  Deferred taxes...................................          --        826,000
                                                    ------------  ------------
    Total current assets...........................   17,537,000    17,641,000
PROPERTY AND EQUIPMENT, net........................    4,432,000     6,717,000
INTANGIBLE ASSETS, net.............................   54,942,000   127,639,000
OTHER ASSETS.......................................    2,314,000     1,859,000
                                                    ------------  ------------
    Total assets................................... $ 79,225,000  $153,856,000
                                                    ============  ============
       LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
  Accounts payable................................. $    258,000  $  1,190,000
  Accrued expenses.................................    3,029,000     3,708,000
  Income taxes payable.............................          --        143,000
                                                    ------------  ------------
    Total current liabilities......................    3,287,000     5,041,000
LONG-TERM DEBT AND DEFERRED INTEREST, net of
 current
 portion...........................................   74,954,000   131,739,000
DEFERRED TAX LIABILITY.............................          --     15,251,000
                                                    ------------  ------------
    Total liabilities..............................   78,241,000   152,031,000
                                                    ------------  ------------
COMMITMENTS AND CONTINGENCIES
SENIOR CUMULATIVE REDEEMABLE PREFERRED STOCK:
  Series A, $.01 par value, 140,000 shares
   authorized, 84,843 shares
   issued and outstanding..........................    9,310,000    10,816,000
  Series B, $.01 par value, 150,000 shares
   authorized, 124,467 shares
   issued and outstanding..........................   13,658,000    15,868,000
STOCKHOLDERS' DEFICIT:
  Common stock--Class A, $    par value,
   shares authorized,
          shares issued and outstanding............          --            --
  Common stock--Class B, $    par value,
   shares authorized,
       shares issued and outstanding...............          --            --
  Common stock--Class C, $   par value,
   shares authorized,
       shares issued and outstanding...............          --            --
  Additional paid-in capital.......................          --            --
  Accumulated deficit..............................  (21,984,000)  (24,859,000)
                                                    ------------  ------------
    Total stockholders' deficit....................  (21,984,000)  (24,859,000)
                                                    ------------  ------------
    Total liabilities and stockholders' deficit.... $ 79,225,000  $153,856,000
                                                    ============  ============
The accompanying notes are an integral part of these consolidated balance
                                    sheets.
 
 
                                      F-3
RADIO ONE, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Years Ended December 31, 1996, 1997 and 1998
1996         1997         1998
                                          -----------  -----------  -----------
REVENUE:
  Broadcast revenue, including barter
   revenue of $1,122,000, $1,010,000 and
   $644,000, respectively...............  $27,027,000  $36,955,000  $52,696,000
  Less: Agency commissions..............    3,325,000    4,588,000    6,587,000
                                          -----------  -----------  -----------
    Net broadcast revenue...............   23,702,000   32,367,000   46,109,000
                                          -----------  -----------  -----------
OPERATING EXPENSES:
  Program and technical.................    4,157,000    5,934,000    8,015,000
  Selling, general and administrative...    9,770,000   12,914,000   16,486,000
  Corporate expenses....................    1,793,000    2,155,000    2,800,000
  Depreciation and amortization.........    4,262,000    5,828,000    8,445,000
                                          -----------  -----------  -----------
    Total operating expenses............   19,982,000   26,831,000   35,746,000
                                          -----------  -----------  -----------
    Operating income....................    3,720,000    5,536,000   10,363,000
INTEREST EXPENSE, including amortization
 of deferred financing costs............    7,252,000    8,910,000   11,455,000
OTHER (EXPENSE) INCOME, net.............      (77,000)     415,000      358,000
                                          -----------  -----------  -----------
  Loss before benefit from income
   taxes and extraordinary item.........   (3,609,000)  (2,959,000)    (734,000)
BENEFIT FROM INCOME TAXES...............          --           --     1,575,000
                                          -----------  -----------  -----------
  (Loss) income before extraordinary
   item.................................   (3,609,000)  (2,959,000)     841,000
EXTRAORDINARY ITEM:
  Loss on early retirement of debt......          --     1,985,000          --
                                          -----------  -----------  -----------
    Net (loss) income...................  $(3,609,000) $(4,944,000) $   841,000
                                          ===========  ===========  ===========
EARNINGS PER SHARE:
  Basic.................................  $            $            $
                                          -----------  -----------  -----------
  Diluted...............................
                                          -----------  -----------  -----------
WEIGHTED AVERAGE SHARES OUTSTANDING:
  Basic.................................
                                          -----------  -----------  -----------
  Diluted...............................
                                          -----------  -----------  -----------
The accompanying notes are an integral part of these consolidated statements.
 
                                      F-4
RADIO ONE, INC. AND SUBSIDIARIES
 
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
              For the Years Ended December 31, 1996, 1997 and 1998
Common  Common  Common  Additional                    Total
                          Stock   Stock   Stock   Paid-In    Accumulated   Stockholders'
                         Class A Class B Class C  Capital      Deficit        Deficit
                         ------- ------- ------- ----------  ------------  -------------
BALANCE, as of December
 31, 1995............... $  --   $  --   $  --   $1,205,000  $(12,599,000) $(11,394,000)
  Net loss..............    --      --      --          --     (3,609,000)   (3,609,000)
                         ------  ------  ------  ----------  ------------  ------------
BALANCE, as of December
 31, 1996...............    --      --      --    1,205,000   (16,208,000)  (15,003,000)
  Net loss..............    --      --      --          --     (4,944,000)   (4,944,000)
  Effect of conversion
   to C corporation.....    --      --      --   (1,205,000)    1,205,000           --
  Preferred stock
   dividends............    --      --      --          --     (2,037,000)   (2,037,000)
                         ------  ------  ------  ----------  ------------  ------------
BALANCE, as of December
 31, 1997...............    --      --      --          --    (21,984,000)  (21,984,000)
  Net income............    --      --      --          --        841,000       841,000
  Preferred stock
   dividends............    --      --      --          --     (3,716,000)   (3,716,000)
                         ------  ------  ------  ----------  ------------  ------------
BALANCE, as of December
 31, 1998............... $  --   $  --   $  --   $      --   $(24,859,000) $(24,859,000)
                         ======  ======  ======  ==========  ============  ============
The accompanying notes are an integral part of these consolidated statements.
 
                                      F-5
RADIO ONE, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the Years Ended December 31, 1996, 1997 and 1998
1996          1997          1998
                                       -----------  ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income................... $(3,609,000) $ (4,944,000) $    841,000
  Adjustments to reconcile net (loss)
   income to net cash
   from operating activities:
    Depreciation and amortization.....   4,262,000     5,828,000     8,445,000
    Amortization of debt financing
     costs, unamortized
     discount and deferred interest...   3,005,000     3,270,000     4,110,000
    Loss on disposals.................     153,000           --            --
    Loss on extinguishment of debt....         --      1,985,000           --
    Deferred income taxes and
     reduction in valuation
     reserve on deferred taxes........         --            --     (2,038,000)
    Effect of change in operating
     assets and liabilities--
      Trade accounts receivable.......    (656,000)   (2,302,000)   (1,933,000)
      Prepaid expenses and other......     114,000      (198,000)       (4,000)
      Other assets....................     (71,000)     (147,000)   (1,391,000)
      Accounts payable................    (818,000)     (131,000)      830,000
      Accrued expenses................     234,000     1,576,000       296,000
      Income tax payable..............         --            --        143,000
                                       -----------  ------------  ------------
        Net cash flows from operating
         activities...................   2,614,000     4,937,000     9,299,000
                                       -----------  ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment..    (252,000)   (2,035,000)   (2,236,000)
  Proceeds from disposal of property
   and equipment......................         --            --        150,000
  Deposits and payments for station
   purchases..........................  (1,000,000)  (21,164,000)  (59,085,000)
                                       -----------  ------------  ------------
        Net cash flows from investing
         activities...................  (1,252,000)  (23,199,000)  (61,171,000)
                                       -----------  ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of debt...................  (2,408,000)  (45,599,000)     (485,000)
  Proceeds from new debt..............      51,000    72,750,000    49,350,000
  Deferred debt financing costs.......         --     (2,148,000)   (1,038,000)
  Financed equipment purchases........         --         51,000           --
                                       -----------  ------------  ------------
        Net cash flows from financing
         activities...................  (2,357,000)   25,054,000    47,827,000
                                       -----------  ------------  ------------
(DECREASE) INCREASE IN CASH AND CASH
 EQUIVALENTS..........................    (995,000)    6,792,000    (4,045,000)
CASH AND CASH EQUIVALENTS, beginning
 of year..............................   2,703,000     1,708,000     8,500,000
                                       -----------  ------------  ------------
CASH AND CASH EQUIVALENTS, end of
 year................................. $ 1,708,000  $  8,500,000  $  4,455,000
                                       ===========  ============  ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION:
  Cash paid for--
    Interest.......................... $ 4,815,000  $  4,413,000  $  7,192,000
                                       ===========  ============  ============
    Income taxes...................... $    50,000  $        --   $    338,000
                                       ===========  ============  ============
The accompanying notes are an integral part of these consolidated statements.
 
                                      F-6
RADIO ONE, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1996, 1997 and 1998
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
 Organization and Business
 
   Radio One, Inc. (a Delaware corporation referred to as Radio One) and its
subsidiaries, Radio One Licenses, Inc. and WYCB Acquisition Corporation
(Delaware corporations), Broadcast Holdings, Inc. (a Washington, D.C.
corporation), Bell Broadcasting Company (a Michigan corporation), Radio One of
Detroit, Inc., Allur-Detroit, Inc. and Allur Licenses, Inc. (Delaware
corporations) (collectively referred to as the Company) were organized to
acquire, operate and maintain radio broadcasting stations. The Company owns and
operates radio stations in Washington, D.C.; Baltimore, Maryland; Philadelphia,
Pennsylvania; Detroit, Michigan; and Kingsley, Michigan markets. The Company is
highly leveraged, which requires substantial semi-annual and other periodic
interest payments and may impair the Company's ability to obtain additional
working capital financing. The Company's operating results are significantly
affected by its share of the audience in markets where it has stations.
 
   Radio One intends to offer Common A shares to the public in an initial
public offering (IPO). The proceeds of the IPO will be used to repay certain
outstanding debt, to finance pending and future acquisitions and for other
general corporate purposes. Concurrent with the IPO, Radio One intends to issue
$50,000,000 of Series C Preferred Stock and use the proceeds to redeem all of
the existing Senior Cumulative Redeemable Preferred Stock, to retire debt or to
finance pending and future acquisitions.
 
 Basis of Presentation
 
   The accompanying consolidated financial statements include the accounts of
Radio One, Inc. and its wholly owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation. The
accompanying consolidated financial statements are presented on the accrual
basis of accounting in accordance with generally accepted accounting
principles. 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 as of the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
 
 Acquisitions
 
   On December 28, 1998, Radio One purchased all of the outstanding stock of
Allur-Detroit, Inc. (Allur), which owned one radio station in Detroit,
Michigan, for approximately $26.5 million. Radio One financed this acquisition
through a combination of cash and $24.0 million borrowed under the Company's
line of credit. The acquisition of Allur resulted in the recording of
approximately $31.7 million of intangible assets (including the recording of a
deferred tax liability for the difference in book and tax basis in the assets
acquired from the Allur purchase price being in excess of the net book value of
Allur).
 
   On June 30, 1998, Radio One purchased all of the outstanding stock of Bell
Broadcasting Company (Bell), which owned three radio stations in Michigan, for
approximately $34.2 million. Radio One financed this acquisition through a
combination of cash and approximately $25.4 million borrowed under the
Company's line of credit. The acquisition of Bell resulted in the recording of
approximately $42.5 million of intangible assets (including the recording of a
deferred tax liability for the difference in book and tax basis in the assets
acquired from the Bell purchase price being in excess of the net book value of
Bell).
 
   On March 16, 1998, WYCB Acquisition Corporation, an unrestricted subsidiary
of Radio One, acquired all the stock of Broadcast Holdings, Inc. for
$3,750,000. The acquisition was financed with a promissory note for $3,750,000
at 13%, due 2001, which pays quarterly cash interest payments at an annual rate
of 10% through 2001, with the remaining interest being added to the principal.
 
                                      F-7
RADIO ONE, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                        December 31, 1996, 1997 and 1998
 
 
   On February 8, 1997, under a local marketing agreement with the former
owners of WDRE-FM licensed to Jenkintown, Pennsylvania, Radio One began to
provide programming to and selling advertising for WDRE-FM. On May 19, 1997,
Radio One acquired the broadcast assets of WDRE-FM for approximately
$16,000,000. In connection with the purchase, Radio One entered into a three-
year noncompete agreement totaling $4,000,000 with the former owners. Radio One
financed this purchase with a portion of the proceeds from the issuance of
approximately $85,500,000 of 12% Senior Subordinated Notes due 2004. Following
this acquisition, Radio One converted the call letters of the radio station
from WDRE-FM to WPHI-FM.
 
   The unaudited pro forma summary consolidated results of operations for the
years ended December 31, 1996, 1997 and 1998, assuming the acquisitions of
WPHI-FM, WYCB-AM, Bell Broadcasting and Allur-Detroit had occurred in the
beginning of the fiscal years, are as follows:
1996         1997         1998
                                        -----------  -----------  -----------
Net broadcast revenue............. $33,021,000  $39,475,000  $50,988,000
     Operating expenses, excluding
      depreciation and amortization....  23,650,000   27,077,000   31,435,000
     Depreciation and amortization.....  12,742,000   12,165,000   12,115,000
     Interest expense..................  14,301,000   14,295,000   15,114,000
     Other (expense) income, net.......      16,000      666,000      322,000
     (Benefit) provision for income
      taxes............................  (7,979,000)  (6,360,000)  (4,064,000)
     Extraordinary loss................         --     1,985,000          --
                                        -----------  -----------  -----------
       Net loss........................ $(9,677,000) $(9,021,000) $(3,290,000)
                                        ===========  ===========  ===========
On November 23, 1998, Radio One signed an agreement to purchase the assets
of a radio station located in the St. Louis area, for approximately $13.6
million. Radio One made a deposit of approximately $700,000 towards the
purchase price. This deposit is included in other assets in the accompanying
consolidated balance sheet as of December 31, 1998.
 
 Cash and Cash Equivalents
 
   Cash and cash equivalents consist of cash and money market accounts at
various commercial banks. All cash equivalents have original maturities of 90
days or less. For cash and cash equivalents, cost approximates market value.
 
 
                                      F-8
RADIO ONE, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                        December 31, 1996, 1997 and 1998
 
 Property and Equipment
 
   Property and equipment are recorded at cost and are being depreciated on a
straight-line basis over various periods. The components of the Company's
property and equipment as of December 31, 1997 and 1998, are as follows:
Period of
                                              1997       1998     Depreciation
                                           ---------- ----------- -------------
PROPERTY AND EQUIPMENT:
     Land................................. $  117,000 $   590,000      --
     Building and improvements............    148,000     248,000   31 years
     Transmitter towers...................  2,146,000   2,282,000 7 or 15 years
     Equipment............................  3,651,000   5,609,000 5 to 7 years
     Leasehold improvements...............  1,757,000   2,577,000 Life of Lease
                                           ---------- -----------
                                            7,819,000  11,306,000
     Less: Accumulated depreciation.......  3,387,000   4,589,000
                                           ---------- -----------
       Property and equipment, net........ $4,432,000 $ 6,717,000
                                           ========== ===========
Depreciation expenses for the fiscal years ended December 31, 1996, 1997 and
1998, were $706,000, $746,000 and $1,202,000, respectively.
 
 Revenue Recognition
 
   In accordance with industry practice, revenue for broadcast advertising is
recognized when the commercial is broadcast.
 
 Barter Arrangements
 
   The Company broadcasts certain customers' advertising in exchange for
equipment, merchandise and services. The estimated fair value of the equipment,
merchandise or services received is recorded as deferred barter costs and the
corresponding obligation to broadcast advertising is recorded as deferred
barter revenue. The deferred barter costs are expensed or capitalized as they
are used, consumed or received. Deferred barter revenue is recognized as the
related advertising is aired.
 
 Financial Instruments
 
   Financial instruments as of December 31, 1997 and 1998, consist of cash and
cash equivalents, trade accounts receivable, accounts payable, accrued
expenses, long-term debt and preferred stock, all of which the carrying amounts
approximate fair value except for the Senior Subordinated Notes as of December
31, 1998, which have a fair value of approximately $84.5 million, as compared
to a carrying value of $78.5 million. The Company has estimated the fair value
of the debt, based on its estimate of what rate it could have issued that debt
as of December 31, 1998.
 
 Comprehensive Income
 
   The Company has adopted SFAS, No. 130, "Reporting Comprehensive Income" and
has determined that the Company does not have any comprehensive adjustments
income for the periods presented.
 
                                      F-9
RADIO ONE, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                        December 31, 1996, 1997 and 1998
 
 
 Segment Reporting
 
   The Company has adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" as of December 31, 1998, and has determined
that the Company has only one segment, radio broadcasting. The Company came to
this conclusion because the Company has one product or service, has the same
type of customer and operating strategy in each market, operates in one
regulatory environment, has only one management group that manages the entire
Company and provides information on the Company's results as one segment to the
key decision-maker to make decisions. All of the Company's revenue is derived
from the eastern half of the United States.
 
 Earnings Available for Common Stockholders
 
   The Company has certain senior cumulative redeemable preferred stock
outstanding which pays dividends at 15% per annum (see Note 3). The Company
accretes dividends on this preferred stock, which is payable when the preferred
stock is redeemed. The earnings available for common stockholders for the years
ended December 31, 1997 and 1998, is the net loss or income for each of the
years, less the accreted dividend of $2,037,000 and $3,716,000 during 1997 and
1998, respectively on the preferred stock.
 
 Earnings Per Share
 
   Earnings per share are based on the weighted average number of common and
diluted common equivalent shares for stock options and warrants outstanding
during the period the calculation is made, divided into the earnings available
for common stockholders. Diluted common equivalent shares consist of shares
issuable upon the exercise of stock options and warrants, using the treasury
stock method at the estimated IPO price of $    per share. All warrants
outstanding to acquire common stock as of December 31, 1996, 1997 and 1998,
will be exercised prior to the IPO and have been reflected in the calculation
of earnings per share as if the stock granted from the exercise was outstanding
for all periods presented. The Company also issued stock to an employee
subsequent to year-end at a price below market value. The stock issued has been
reflected in the earnings per share calculation as if it was outstanding for
all periods presented (see Note 8). The weighted average shares outstanding is
calculated as follows:
December 31,
                                                             -----------------
                                                             1996  1997  1998
                                                             ----- ----- -----
Common stock outstanding.................................
   Common stock issued from exercise of warrants............
   Stock issued subsequent to year end......................
                                                             ----- ----- -----
   Weighted average share outstanding for both basis and
    diluted earnings per share..............................
                                                             ===== ===== =====
The Company effected a      for one stock split, effective           , 1999,
in conjunction with the planned IPO. All share data included in the
accompanying consolidated financial statements and notes thereto are as if the
stock split had occurred prior to the periods presented.
 
   Also, effective           , 1999, the Company converted certain Class A
Common Stock held by the principal stockholders to Class B Common Stock which
will have ten votes per share, as compared to Class A Common Stock which has
one vote per share, and certain of their Class A Common Stock to Class C Common
Stock. Class C Common Stock will have no voting rights except as required by
Delaware law.
 
                                      F-10
RADIO ONE, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                        December 31, 1996, 1997 and 1998
 
 
2. INTANGIBLE ASSETS:
 
   Intangible assets are being amortized on a straight-line basis over various
periods. The intangible asset balances and periods of amortization as of
December 31, 1997 and 1998, are as follows:
Period of
                                            1997         1998     Amortization
                                         ----------- ------------ ------------
FCC broadcast license................ $56,179,000 $103,792,000  7-15 Years
   Goodwill.............................   7,609,000   39,272,000   15 Years
   Debt financing.......................   2,147,000    3,186,000 Life of Debt
   Favorable transmitter site and other
    intangibles.........................   1,922,000    1,924,000  6-17 Years
   Noncompete agreement.................   4,900,000    4,000,000   3 Years
                                         ----------- ------------
     Total..............................  72,757,000  152,174,000
     Less: Accumulated amortization.....  17,815,000   24,535,000
                                         ----------- ------------
     Net intangible assets.............. $54,942,000 $127,639,000
                                         =========== ============
Amortization expense for the fiscal years ended December 31, 1996, 1997 and
1998, was $3,556,000, $5,082,000 and $7,243,000, respectively. The amortization
of the deferred financing cost was charged to interest expense.
 
3. DEBT AND SENIOR CUMULATIVE REDEEMABLE PREFERRED STOCK:
 
   As of December 31, 1997 and 1998, the Company's outstanding debt is as
follows:
1997         1998
                                                       ----------- ------------
Senior subordinated notes (net of $10,640,000 and
    $7,020,000 unamortized discounts, respectively)... $74,838,000 $ 78,458,000
   Line of credit.....................................         --    49,350,000
   WYCB note payable and deferred interest............         --     3,841,000
   Other notes payable................................      35,000       23,000
   Capital lease obligations..........................      81,000       67,000
                                                       ----------- ------------
     Total, noncurrent................................ $74,954,000 $131,739,000
                                                       =========== ============
Senior Subordinated Notes
 
   To finance the WPHI-FM acquisition (as discussed in Note 1) and to refinance
certain other debt, Radio One issued approximately $85,500,000 of 12% Senior
Subordinated Notes due 2004. The notes were sold at a discount, with the net
proceeds to Radio One of approximately $72,750,000. The notes pay cash interest
at 7% per annum through May 15, 2000, and at 12% thereafter. In connection with
this debt offering, Radio One retired approximately $45,600,000 of debt
outstanding under a NationsBank credit agreement with the proceeds from the
offering. Radio One also exchanged approximately $20,900,000 of 15% Senior
Cumulative Redeemable Preferred Stock which must be redeemed by May 2005, for
an equal amount of Radio One's then outstanding subordinated notes and accrued
interest.
 
   The 12% Notes due 2004 are redeemable at any time and from time to time at
the option of the Company, in whole or in part, on or after May 15, 2001 at the
redemption prices set forth in the 12% Notes due 2004, plus accrued and unpaid
interest to the date of redemption. In addition, on or prior to May 15, 2000,
the Company may redeem, at its option, up to 25% of the aggregate original
principal amount of the 12% Notes due 2004 with the net proceeds of one or more
Public Equity Offerings at 112% of the Accreted Value thereof, together with
accrued and unpaid interest, if any, to the date of redemption, as long as at
least approximately $64.1 million of the aggregate principal amount of the 12%
Notes due 2004 remains outstanding after each
 
                                      F-11
RADIO ONE, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                        December 31, 1996, 1997 and 1998
 
such redemption. Upon a Change of Control (as defined in the Indenture), the
Company must commence an offer to repurchase the 12% Notes due 2004 at 101% of
the Accreted Value thereof, plus accrued and unpaid interest, if any, to the
date of repurchase.
 
 Lines of Credit
 
   To finance the Bell Broadcasting and Allur-Detroit Acquisitions during 1998,
Radio One borrowed $49,350,000 from Credit Suisse First Boston, New York
Branch, and other financial institutions which is to mature on December 31,
2003. This credit agreement bears interest at the Eurodollar rate plus an
applicable margin. The average interest rate for the year ended December 31,
1998, was 7.58%. This credit agreement is secured by the property of the
Company (other than Unrestricted Subsidiaries), and interest and proceeds of
real estate and Key Man life insurance policies. During 1998, the month-end
weighted average and the highest month-end balances were $28,779,000 and
$49,350,000, respectively.
 
   As of December 31, 1997, Radio One had a $7,500,000 outstanding line of
credit with NationBank. The interest rate was a base rate plus 1.375%. Radio
One's collateral for this line of credit consisted of liens and security
interest in all common and voting securities convertible or exchangeable into
common stock of the Company and substantially all of its assets (other than
WYCB Acquisition). This line of credit was not drawn on as of December 31,
1997. NationsBank was a participating financial institution in the line of
credit above, and this line of credit agreement was terminated when the Company
entered into the line of credit agreement with Credit Suisse First Boston and
one other financial institution, as discussed above.
 
   During 1995, through a revolving credit agreement (the NationsBank Credit
Agreement) with NationsBank of Texas, N.A. and the other lenders who were
parties, Radio One borrowed $53,000,000 which was to mature on March 31, 2002.
The NationsBank Credit Agreement was refinanced on May 19, 1997, as part of the
Senior Subordinated Notes financing discussed above. The NationsBank Credit
Agreement bore interest at the LIBOR 30-day rate, plus an applicable margin.
The average interest rate for the years ending December 31, 1996 and 1997, was
8.25% and 9.28%, respectively. The credit agreement was secured by all property
of the Company (other than unrestricted subsidiaries) and interest and proceeds
of real estate and Key Man life insurance policies.
 
 Senior Cumulative Redeemable Preferred Stock
 
   On May 19, 1997, concurrent with the debt issuance, all of the holders of
Radio One Subordinated Promissory Notes converted all of their existing
subordinated notes consisting of approximately $17,000,000, together with any
and all accrued interest thereon of approximately $3,900,000 and outstanding
warrants, for shares of Senior Cumulative Redeemable Preferred Stock, which
must be redeemed in May 2005, and stock warrants to purchase 147.04 shares of
common stock. The Senior Cumulative Redeemable Preferred Stock can be redeemed
at 100% of its liquidation value, which is the principal and accreted
dividends. The dividends on each share accrues on a daily basis at a rate of
15% per annum. Preferred stock dividends of approximately $2,037,000 and
$3,716,000 were accrued during the years ended December 31, 1997 and 1998,
respectively. If Radio One does not redeem all of the issued and outstanding
preferred shares on the mandatory redemption date or upon the occurrence of an
event of noncompliance, the holders may elect to have the Dividend Rate
increase to 18% per annum. In the event Radio One does not meet any required
performance target relating exclusively to the operation of WPHI-FM, the
Dividend Rate for each preferred share shall be increased to 17% per annum.
 
 Other Notes Payable
 
   During 1996, Radio One entered into two notes totaling $51,000 with
NationsBank to purchase vehicles. These notes bear interest at 8.74% and 8.49%,
require monthly principal and interest payments of $789 and $471 and mature on
April 30, 2000, and December 2, 2000.
 
                                      F-12
RADIO ONE, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                        December 31, 1996, 1997 and 1998
 
 
 Refinancing of Debt
 
   During 1997, Radio One retired $45,600,000 of outstanding debt. Associated
with the retirement of the debt, Radio One incurred certain early prepayment
penalties and legal fees, and had to write-off certain deferred financing costs
associated with the debt retired. These costs amounted to $1,985,000 and were
recorded as an extraordinary item in the accompanying statements of operations.
 
4. COMMITMENTS AND CONTINGENCIES:
 
 Leases
 
   Radio One has various operating leases for office space, studio space,
broadcast towers and transmitter facilities which expire on various dates
between May 1999 through October 15, 2003. One of these leases is for office
and studio space in Baltimore, Maryland, and is with a partnership in which two
of the partners are stockholders of the Company (see Note 6).
 
   The following is a schedule of the future minimum rental payments required
under the operating leases that have an initial or remaining noncancelable
lease term in excess of one year as of December 31, 1998.
Year
           ----
1999........................................................ $1,007,000
        2000........................................................  1,055,000
        2001........................................................  1,075,000
        2002........................................................    838,000
        2003........................................................    830,000
        Thereafter..................................................  4,578,000
Total rent expense for the years ended December 31, 1996, 1997 and 1998, was
$777,000, $809,000 and $888,000, respectively.
 
 FCC Broadcast Licenses
 
   Each of the Company's radio stations operates pursuant to one or more
licenses issued by the Federal Communications Commission (FCC) that have a
maximum term of eight years prior to renewal. The Company's radio operating
licenses expire at various times from October 1, 2003, to August 1, 2006.
Although the Company may apply to renew its FCC licenses, third parties may
challenge the Company's renewal applications. The Company is not aware of any
facts or circumstances that would prevent the Company from having its current
licenses renewed.
 
 Litigation
 
   The Company has been named as a defendant in several legal actions occurring
in the ordinary course of business. It is management's opinion, after
consultation with its legal counsel, the outcome of these claims will not have
a material adverse effect on the Company's financial position or results of
operations.
 
5. INCOME TAXES:
 
   Effective January 1, 1996, Radio One elected to be treated as an S
Corporation under Subchapter S of the Internal Revenue Code. As an S
Corporation, the stockholders separately account for their pro-rata share of
Radio One's income, deductions, losses and credits. Effective May 19, 1997, the
Company's S Corporation status was terminated.
 
 
                                      F-13
RADIO ONE, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                        December 31, 1996, 1997 and 1998
 
   In connection with the conversion to a C corporation, in accordance with SEC
Staff Accounting Bulletin 4.B, Radio One transferred the amount of the
undistributed losses up to the amount of additional paid-in capital at the date
of conversion to additional paid-in capital.
 
   The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS
109). Under SFAS 109, deferred income taxes reflect the impact of temporary
differences between the assets and liabilities recognized for financial
reporting purposes and amounts recognized for tax purposes. Deferred taxes are
based on tax laws as currently enacted.
 
   During 1998, the Company acquired the stock of three companies. Associated
with these stock purchases, the Company allocated the purchase price to the
related assets acquired, with the excess purchase price allocated to goodwill.
In a stock purchase, for income tax purposes, the underlying assets of the
acquired companies retain their historical tax basis. Accordingly, the Company
recorded a deferred tax liability of approximately $16,863,000 related to the
difference between the book and tax basis for all of the assets acquired
(excluding goodwill). The result of recording this deferred tax liability is
reflected as additional goodwill of $16,863,000 related to these acquisitions.
 
   A reconciliation of the statutory federal income taxes to the recorded
income tax provision for the years ended December 31, 1996, 1997 and 1998, is
as follows:
1996         1997         1998
                                        -----------  -----------  -----------
Statutory tax (@ 35% rate).......... $(1,263,000) $(1,730,000) $  (257,000)
   Effect of state taxes, net of
    federal............................    (217,000)    (245,000)     (29,000)
   Establishment of S corporation loss
    to its stockholders................   1,480,000      984,000          --
   Effect of net deferred tax asset in
    conversion to
    C corporation......................         --    (1,067,000)         --
   Nondeductible goodwill..............         --           --       769,000
   Valuation reserve...................         --     2,058,000   (2,058,000)
                                        -----------  -----------  -----------
     Benefit for income taxes.......... $       --   $       --   $(1,575,000)
                                        ===========  ===========  ===========
The components of the provision for income taxes for the years ended
December 31, 1997 and 1998, are as follows:
1997         1998
                                                     -----------  -----------
Current.......................................... $       --   $   463,000
   Deferred.........................................    (991,000)      20,000
   Establishment of net deferred tax asset in
    conversion to C corporation.....................  (1,067,000)         --
   Valuation reserve................................   2,058,000   (2,058,000)
                                                     -----------  -----------
     Benefit for income taxes....................... $       --   $(1,575,000)
                                                     ===========  ===========
F-14
RADIO ONE, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                        December 31, 1996, 1997 and 1998
 
   Deferred income taxes reflect the net tax effect of temporary differences
between the financial statement and tax basis of assets and liabilities. The
significant components of the Company's deferred tax assets and liabilities as
of December 31, 1997 and 1998, are as follows:
1997          1998
                                                      -----------  ------------
Deferred tax assets--
     FCC and other intangibles amortization.......... $   246,000  $  1,152,000
     Reserve for bad debts...........................     353,000       473,000
     NOL carryforward................................   1,746,000       400,000
     Accruals........................................         --        268,000
     Barter activity.................................         --         85,000
     Interest expense................................         --        479,000
     Other...........................................       2,000        20,000
                                                      -----------  ------------
       Total deferred tax assets.....................   2,347,000     2,877,000
                                                      -----------  ------------
   Deferred tax liabilities--
     FCC license.....................................         --    (16,525,000)
     Depreciation....................................    (279,000)     (539,000)
     Other...........................................     (10,000)     (238,000)
                                                      -----------  ------------
       Total deferred tax liabilities................    (289,000)  (17,302,000)
                                                      -----------  ------------
   Net deferred tax asset (liability)................   2,058,000   (14,425,000)
   Less: Valuation reserve...........................  (2,058,000)          --
                                                      -----------  ------------
   Net deferred taxes included in the accompanying
    consolidated balance sheets...................... $       --   $(14,425,000)
                                                      ===========  ============
A 100% valuation reserve was applied against the net deferred tax asset as
of December 31, 1997, as its realization was not more likely than not to be
realized. During the year ended December 31, 1998, this valuation allowance was
reversed as the deferred tax assets were likely to be realized.
 
   During 1998, the Company utilized its entire NOL carryforward, but acquired
an approximate $1,200,000 net operating loss from the purchase of Allur-
Detroit, Inc. This net operating loss acquired can only be utilized as Allur-
Detroit, Inc. has taxable income.
 
6. RELATED PARTY TRANSACTIONS:
 
   Radio One leases office space for $8,000 per month from a partnership in
which two of the partners are stockholders of Radio One (Note 4). Total rent
paid to the stockholders for fiscal years 1996, 1997 and 1998, was $96,000,
$96,000 and $96,000, respectively. Radio One also has a net receivable as of
December 31, 1997 and 1998, of approximately $68,000 and $4,000, respectively,
due from Radio One of Atlanta, Inc. (ROA), of which an executive officer and
stockholder of Radio One is a major stockholder of ROA. Effective January 1,
1998 Radio One charged ROA a management fee of $300,000 per year, and prior to
January 1, 1998, the fee was $100,000 per year.
 
   The stockholders of Radio One of Atlanta, Inc. have agreed in principle to
sell their shares of Radio One of Atlanta, Inc. to the Company in exchange for
shares of the Company's Common Stock.
 
   As of December 31, 1998, the Company has a loan outstanding of $380,000, and
accrued interest of $7,000 from an officer. The loan is due May 2003 and bears
interest at 5.6%.
 
                                      F-15
RADIO ONE, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
                        December 31, 1996, 1997 and 1998
 
 
7. PROFIT SHARING:
 
   Radio One has a 401(k) profit sharing plan for its employees. Radio One can
contribute to the plan at the discretion of its Board of Directors. Radio One
made no contribution to the plan during fiscal year 1996, 1997 or 1998.
 
8. SUBSEQUENT EVENTS:
 
   In January 1999, the Company granted     shares of common stock of the
Company to an officer of the Company. These shares will vest over three years.
The Company recognized compensation expense of approximately $200,000 during
1999, which is the estimated value of the stock on the grant date.
 
   On February 26, 1999, Radio One signed an asset purchase agreement for the
broadcasting assets of two radio stations located in Richmond, Virginia, for
approximately $12,000,000. The Company expects to complete this transaction
during the second quarter of 1999.
 
   On February 10, 1999, Radio One signed an agreement to purchase the assets
of a radio station located in the Richmond, Virginia, area for approximately
$4,600,000. Radio One made a deposit of $200,000 related to this purchase.
 
   In February 1999, Radio One signed a letter of intent to purchase the
broadcasting assets of two radio stations located in Cleveland, Ohio, for
approximately $20,000,000. The Company expects to complete this transaction
during the first half of 1999.
 
   In March 1999, Radio One signed a letter of intent to purchase the
broadcasting assets of four radio stations located in Richmond, Virginia for
approximately $34,000,000. The Company expects to complete this transaction
during the first half of 1999.
 
   In March 1999, the Company adopted a stock option and grant plan which
provides for the issuance of qualified and nonqualified stock options and
grants to full-time key employees. The Plan allows the issuance of common stock
at the discretion of the Company's Board of Directors. There are no options
currently outstanding under this plan.
 
   During 1999, the Company made a $1,000,000 investment in PNE Media Holdings,
LLC, a privately-held outdoor advertising company.
 
   The Company has also signed a nonbinding letter of intent to acquire another
radio station.
 
                                      F-16
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors of
 Radio One of Atlanta, Inc.:
 
   We have audited the accompanying consolidated balance sheets of Radio One of
Atlanta, Inc. (a Delaware corporation) and subsidiary as of December 31, 1997
and 1998, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1998. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements 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 consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Radio One
of Atlanta, Inc. and subsidiary as of December 31, 1997 and 1998, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1998, in conformity with generally
accepted accounting principles.
 
                                          /s/ Arthur Andersen LLP
 
Baltimore, Maryland,
February 19, 1999
 
                                      F-17
RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
                          CONSOLIDATED BALANCE SHEETS
                        As of December 31, 1997 and 1998
1997         1998
                                                      -----------  -----------
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.......................... $ 1,117,000  $ 1,711,000
  Trade accounts receivable, net of allowance for
   doubtful accounts of $112,000 and $312,000........   1,259,000    2,479,000
  Prepaid expenses and other.........................      59,000       82,000
  Due from Mableton..................................      77,000      120,000
  Income tax receivable..............................         --       164,000
                                                      -----------  -----------
    Total current assets.............................   2,512,000    4,556,000
PROPERTY AND EQUIPMENT, net..........................     585,000    1,758,000
INTANGIBLE ASSETS, net...............................  10,994,000   10,867,000
OTHER ASSETS.........................................     112,000       40,000
DEFERRED TAXES.......................................         --        60,000
                                                      -----------  -----------
    Total assets..................................... $14,203,000  $17,281,000
                                                      ===========  ===========
        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable................................... $   108,000  $   276,000
  Accrued expenses...................................     782,000      909,000
  Current portion of long-term debt..................     568,000      327,000
  Due to affiliate...................................      68,000        4,000
                                                      -----------  -----------
    Total current liabilities........................   1,526,000    1,516,000
LONG-TERM DEBT AND DEFERRED INTEREST, net of current
 portion.............................................  13,398,000   15,525,000
                                                      -----------  -----------
    Total liabilities................................  14,924,000   17,041,000
                                                      -----------  -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Common stock, $1 par value, 14,670 shares
   authorized, 10,000 shares issued and outstanding..      10,000       10,000
  Additional paid-in capital.........................     978,000    1,390,000
  Accumulated deficit................................  (1,709,000)  (1,160,000)
                                                      -----------  -----------
    Total stockholders' (deficit) equity.............    (721,000)     240,000
                                                      -----------  -----------
    Total liabilities and stockholders' equity....... $14,203,000  $17,281,000
                                                      ===========  ===========
The accompanying notes are an integral part of these consolidated balance
                                    sheets.
 
                                      F-18
RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Years Ended December 31, 1996, 1997 and 1998
1996        1997        1998
                                           ----------  ----------  -----------
REVENUE:
  Broadcast revenue, including barter
   revenue of $112,000, $86,000 and
   $51,000, respectively.................. $4,257,000  $6,525,000  $11,577,000
  Less: Agency commissions................    497,000     794,000    1,437,000
                                           ----------  ----------  -----------
    Net broadcast revenue.................  3,760,000   5,731,000   10,140,000
                                           ----------  ----------  -----------
OPERATING EXPENSES:
  Program and technical...................  1,017,000   1,432,000    1,418,000
  Selling, general and administrative.....  1,426,000   1,994,000    4,111,000
  Corporate expenses......................    241,000     637,000      667,000
  Depreciation and amortization...........    429,000     577,000      896,000
                                           ----------  ----------  -----------
    Total operating expenses..............  3,113,000   4,640,000    7,092,000
                                           ----------  ----------  -----------
    Operating income......................    647,000   1,091,000    3,048,000
INTEREST EXPENSE, including amortization
 of deferred financing costs..............    839,000   1,663,000    2,007,000
OTHER EXPENSES, net.......................        --      111,000       (7,000)
                                           ----------  ----------  -----------
    (Loss) income before provision for
     income taxes.........................   (192,000)   (683,000)   1,048,000
PROVISION FOR INCOME TAXES................        --          --       499,000
                                           ----------  ----------  -----------
    Net (loss) income..................... $ (192,000) $ (683,000) $   549,000
                                           ==========  ==========  ===========
The accompanying notes are an integral part of these consolidated statements.
 
                                      F-19
RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
              For the Years Ended December 31, 1996, 1997 and 1998
Total
                                          Additional              Stockholders'
                                  Common   Paid-In   Accumulated    (Deficit)
                                   Stock   Capital     Deficit       Equity
                                  ------- ---------- -----------  -------------
BALANCE, December 31, 1995....... $   --  $      --  $  (834,000)  $  (834,000)
  Net loss.......................     --         --     (192,000)     (192,000)
                                  ------- ---------- -----------   -----------
BALANCE, December 31, 1996.......     --         --   (1,026,000)   (1,026,000)
  Net loss.......................     --         --     (683,000)     (683,000)
  Issuance of stock options below
   market........................     --     264,000         --        264,000
  Tax benefit of issuance of
   stock options below market....     --     106,000         --        106,000
  Allocation for stock issued in
   conjunction with debt.........     --     608,000         --        608,000
  Issuance of common stock.......  10,000        --          --         10,000
                                  ------- ---------- -----------   -----------
BALANCE, December 31, 1997.......  10,000    978,000  (1,709,000)     (721,000)
  Net income.....................     --         --      549,000       549,000
  Issuance of stock options below
   market........................     --     294,000         --        294,000
  Tax benefit of issuance of
   stock options below market....     --     118,000         --        118,000
                                  ------- ---------- -----------   -----------
BALANCE, December 31, 1998....... $10,000 $1,390,000 $(1,160,000)  $   240,000
                                  ======= ========== ===========   ===========
The accompanying notes are an integral part of these consolidated statements.
 
                                      F-20
RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the Years Ended December 31, 1996, 1997 and 1998
1996        1997        1998
                                             ---------  ----------  ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)......................... $(192,000) $ (683,000) $  549,000
  Adjustments to reconcile net income (loss)
   to net cash from operating activities:
    Depreciation and amortization...........   429,000     577,000     896,000
    Amortization of debt financing costs and
     unamortized discount...................   399,000     172,000     630,000
    Compensation expense from stock options
     granted................................       --      264,000     294,000
    Loss on disposals.......................       --      157,000         --
    Deferred tax liability..................       --          --       58,000
    Effect of change in operating assets and
     liabilities--
      Trade accounts receivable.............  (774,000)   (243,000) (1,220,000)
      Prepaid expenses and other............   (16,000)     (4,000)    (23,000)
      Due from Mableton.....................       --      (77,000)    (43,000)
      Income tax receivable.................       --          --     (164,000)
      Other assets..........................       --     (112,000)     72,000
      Accounts payable......................   (22,000)     97,000     168,000
      Accrued expenses......................   423,000     386,000     127,000
      Due to affiliate......................   (19,000)    (10,000)    (64,000)
                                             ---------  ----------  ----------
        Net cash flows from operating
         activities.........................   228,000     524,000   1,280,000
                                             ---------  ----------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment........  (235,000)   (385,000) (1,242,000)
  Acquisition of Dogwood....................       --   (6,792,000)        --
  Acquisition of intangibles................       --          --     (678,000)
                                             ---------  ----------  ----------
        Net cash flows from investing
         activities.........................  (235,000) (7,177,000) (1,920,000)
                                             ---------  ----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from debt issuance...............       --    7,577,000   2,000,000
  Repayment of debt.........................       --          --     (744,000)
  Deferred debt financing costs.............       --      (60,000)    (22,000)
  Issuance of common stock..................       --       10,000         --
                                             ---------  ----------  ----------
        Net cash flows from financing
         activities.........................       --    7,527,000   1,234,000
                                             ---------  ----------  ----------
(DECREASE) INCREASE IN CASH AND
 CASH EQUIVALENTS...........................    (7,000)    874,000     594,000
CASH AND CASH EQUIVALENTS, beginning of
 period.....................................   250,000     243,000   1,117,000
                                             ---------  ----------  ----------
CASH AND CASH EQUIVALENTS, end of period.... $ 243,000  $1,117,000  $1,711,000
                                             =========  ==========  ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION:
  Cash paid for interest.................... $ 441,000  $1,305,000  $1,616,000
                                             =========  ==========  ==========
  Income taxes paid......................... $     --   $      --   $  499,000
                                             =========  ==========  ==========
The accompanying notes are an integral part of these consolidated statements.
 
                                      F-21
RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
 Organization and Business
 
   Radio One of Atlanta, Inc. (the Company) owns and operates a radio station
serving the Atlanta, Georgia, market, and its subsidiary, Dogwood
Communications, Inc. (Dogwood) owns a radio station serving the Atlanta,
Georgia market. The Company started operations in June, 1995. The Company is
highly leveraged, which requires substantial interest payments and may impair
the Company's ability to obtain additional financing. The Company's operating
results are significantly affected by its market share in the Atlanta, Georgia
market.
 
 Basis of Presentation
 
   The accompanying consolidated financial statements include the accounts of
the Company and its subsidiary, Dogwood (see Note 2). All significant
intercompany accounts and transactions have been eliminated in consolidation.
The accompanying consolidated financial statements are presented on the accrual
basis of accounting in accordance with generally accepted accounting
principles. 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 as of the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
 
 Cash and Cash Equivalents
 
   Cash and cash equivalents consist of cash and money market accounts at
various commercial banks. All cash equivalents have original maturities of 90
days or less. For cash and cash equivalents, cost approximates market value.
 
 Property and Equipment
 
   Property and equipment are recorded at cost and are being depreciated on a
straight-line basis over various periods. The components of the Company's
property and equipment as of December 31, 1997 and 1998, are as follows:
December 31,
                                               -------------------   Period of
                                                 1997      1998    Depreciation
                                               -------- ---------- -------------
PROPERTY AND EQUIPMENT:
     Transmitter towers....................... $335,000 $  493,000    7 Years
     Equipment................................  364,000    967,000 5 to 7 Years
     Leasehold improvements...................   14,000     14,000 Life of Lease
     Furniture and fixtures...................      --     185,000 5 to 7 Years
     Construction in progress.................      --     296,000
                                               -------- ----------
                                                713,000  1,955,000
     Less: Accumulated depreciation...........  128,000    197,000
                                               -------- ----------
       Property and equipment, net............ $585,000 $1,758,000
                                               ======== ==========
Depreciation expense for the fiscal years ended December 31, 1996, 1997 and
1998, was $38,000, $64,000 and $69,000, respectively.
 
 
                                      F-22
RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 Organizational Costs
 
   As of December 31, 1998, Dogwood had $24,000 of unamortized organization
costs. In April 1998, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of Position
98-5 (the "SOP") regarding financial reporting on the costs of start-up
activities. Under the SOP, organizational costs are considered start-up costs
and, commencing with fiscal years beginning after December 15, 1998, entities
are required to expense such costs as they are incurred. The Company decided to
expense the unamortized organizational costs as of December 31, 1998.
 
 Revenue Recognition
 
   In accordance with industry practice, revenue for commercial broadcasting
advertisements is recognized when the commercial is broadcast.
 
 Barter Arrangements
 
   Certain program contracts provide for the exchange of advertising air time
in lieu of cash payments for the rights to such programming. These contracts
are recorded as the programs are aired at the estimated fair value of the
advertising air time given in exchange for the program rights.
 
   The Company broadcasts certain customers' advertising in exchange for
equipment, merchandise and services. The estimated fair value of the equipment,
merchandise or services received is recorded as deferred barter costs and the
corresponding obligation to broadcast advertising is recorded as deferred
barter revenue. The deferred barter costs are expensed or capitalized as they
are used or received. Deferred barter revenue is recognized as the related
advertising is aired.
 
 Financial Instruments
 
   Financial instruments as of December 31, 1997 and 1998, consist of cash and
cash equivalents, trade accounts receivable, accounts payable, accrued
expenses, and long-term debt, all of which the carrying amounts approximate
fair value.
 
 Reclassifications
 
   Certain reclassifications have been made to the 1997 financial statements in
order to conform with the 1998 presentation.
 
 Comprehensive Income
 
   The Company has adopted SFAS, No. 130, "Reporting Comprehensive Income." The
Company does not have any comprehensive income adjustments.
 
 Segment Reporting
 
   The Company has adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" as of December 31, 1998, and has determined
the Company has only one segment, radio broadcasting.
 
 
                                      F-23
RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
2. DOGWOOD COMMUNICATIONS, INC.:
 
   In April 1997, the Company's founder and stockholder transferred his 33 1/3%
ownership interest in Dogwood to the Company in return for the Company assuming
responsibility for certain liabilities of Dogwood. Concurrent with the transfer
of ownership, the Company contributed approximately $6 million to Dogwood to
retire Dogwood's outstanding debt. This stockholder also assigned to the
Company his option to purchase the portion of Dogwood owned by others. The
Company exercised the option to purchase up to 80% of Dogwood during 1998, for
$100,000. The Company intends to exercise its option to purchase the remaining
20% for $3.5 million during 1999.
 
   The Company owns 33 1/3% of Dogwood, it has the ability to acquire an
additional 46 2/3% for $100,000, it has 45 1/2% of the voting control of
Dogwood, and it programs the station owned by Dogwood through a local marketing
agreement (LMA). During the years ended December 31, 1997 and 1998, Dogwood's
primary activity was an LMA of the station to the Company (the station went on
the air on December 16, 1997). As the Company controls Dogwood's operations,
Dogwood has been consolidated with the Company in the accompanying financial
statements.
 
3. INTANGIBLE ASSETS:
 
   Intangible assets are being amortized on a straight-line basis over various
periods. The intangible asset balances and periods of amortization as of
December 31, 1997 and 1998, are as follows:
December 31,
                                            -----------------------  Period of
                                               1997        1998     Amortization
                                            ----------- ----------- ------------
Debt financing costs.................... $   313,000 $   335,000 Life of debt
   FCC broadcast license and other.........  11,602,000  12,280,000   15 Years
   Organizational costs....................     203,000         --    5 Years
                                            ----------- -----------
     Total.................................  12,118,000  12,615,000
   Less: Accumulated amortization..........   1,124,000   1,748,000
                                            ----------- -----------
     Net intangible assets................. $10,994,000 $10,867,000
                                            =========== ===========
Amortization expense for the years ended December 31, 1996, 1997 and 1998,
was $391,000, $513,000 and $827,000, respectively. The amortization of the debt
financing costs was charged to interest expense.
 
 
                                      F-24
RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
4. LONG-TERM DEBT:
 
   The Company is obligated under a long-term senior note and various
subordinated notes payable as follows:
December 31,
                                                        -----------------------
                                                           1997        1998
                                                        ----------- -----------
Allied Investment Corporation and its affiliates
    (senior)........................................... $10,000,000 $12,000,000
   Alta Subordinated Debt Partners III, L.P. (net of
    $508,000 and $360,000 of unamortized discount
    allocated to stock issuance).......................   1,069,000   1,217,000
   Syncom Capital Corporation (subordinate)............   1,000,000   1,000,000
   Shareholder (subordinate)...........................   1,000,000     960,000
   Design Media, Inc. (subordinate)....................     235,000         --
   Accrued interest on senior and subordinated notes...     662,000     675,000
                                                        ----------- -----------
     Total.............................................  13,966,000  15,852,000
   Less: Current portion of long-term debt.............     568,000     327,000
                                                        ----------- -----------
     Total............................................. $13,398,000 $15,525,000
                                                        =========== ===========
Allied Investment Corporation Debt
 
   The start-up of the Company was partially financed through a $4,000,000
long-term debt agreement with Allied Investment Corporation and certain of its
affiliates (collectively Allied). The loan bore interest at 14%. Terms of the
note required only partial interest payments until January 1, 1997.
 
   In April 1997, the Company renegotiated the prior Allied debt. In connection
with that renegotiation, Allied amended and restated the prior Allied debt to
provide the Company and Dogwood (see Note 2) to become co-borrowers with
respect to the $4,000,000 debt and to jointly borrow an additional $6,000,000.
In connection with this amended and restated loan, new senior secured
debentures totaling $10,000,000 were issued jointly by the Company and Dogwood,
whereby the Company will carry the debt on its books and Dogwood will act as
the guarantor. The agreements have an interest rate that ranges from 12.5% to
13.5% and matures on March 1, 2001. Interest only payments are due monthly
until May 1, 1999. Subsequent to that date, monthly principal and interest
payments are due. Also, as part of the renegotiation, the Company signed notes
for interest that had accrued but was unpaid as of December 31, 1996, on the
prior Allied debt.
 
   In September 1998, the Company borrowed an additional $2,000,000 from
Allied. This debt has an interest rate ranging from 12.5% to 13.5%, and
principal and interest payments are due monthly until the debt matures on March
1, 2001.
 
   In April 1997, the Company also amended and restated its Security Agreement
with Allied which grants them a security interest in all of the Company's
collateral, which includes all tangible and intangible property, all the issued
and outstanding stock of the Company, and the Company's rights and interest in
Dogwood.
 
   The prior Allied debt was issued with detachable warrants that granted
Allied the right to acquire an equity interest in the Company. The warrants
have an aggregate exercise price of $100 per share. During 1997, the warrants
were exercised and the Company issued Allied 1,430 shares of common stock.
 
 Subordinated Notes
 
   In April 1997, the Company also entered into a $1,577,000 Senior Secured
Subordinated Promissory Note with Alta Subordinated Debt Partners III, L.P. The
note has an interest rate of 11%, and the unpaid principal
 
                                      F-25
RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
and accrued interest on the note is due on April 1, 2001. The Company also
issued 1,500 shares of common stock in connection with the note. The Company
allocated the proceeds between debt and additional paid-in capital, based on
the pro-rata value of the debt and the common stock. As such, $969,000 was
assigned to the debt and $608,000 was assigned to the value of the common
stock. The value assigned to the common stock was recorded as an increase in
additional paid-in capital. The value assigned to the debt was less than the
face value, and such discount will be amortized over the life of the related
debt using the effective interest method.
 
   The Syndicated Communications Venture Partners II, L.P. (Syncom) debt bears
an interest rate of 11% on the original principal balance of $1,000,000. In
April 1997, the Company amended the subordinated note with Syncom. Under the
new terms of the agreement, interest accrues and is added to the principal
balance, except that beginning with the period of June 20, 1998, the Company is
required to make $18,958 monthly payments. Unpaid principal and accrued
interest is due April 1, 2001.
 
   During 1995, the Syncom note was issued with detachable stock warrants
allowing Syncom to purchase 2,400 shares of the Company for a purchase price of
$100. During 1997, the warrants were exercised and the Company issued Syncom
2,400 shares of common stock.
 
   This note is also secured by a security agreement for the property and
equipment of the Company.
 
   The Company has a note payable to its shareholder of $1,000,000, which bears
interest at 8%. Interest only payments were made monthly until July 1, 1998. At
that time, monthly principal and interest payments of $12,133 began. Unpaid
principal is due June 20, 2002.
 
   The Design Media, Inc.'s note of $235,000 bore interest at 8%. Interest only
payments were made monthly until July 1, 1998. During 1998, the note was repaid
in full.
 
   The aggregate maturities of debt as of December 31, 1998, are as follows:
Year                                                               Total
     ----                                                            -----------
1999........................................................... $   327,000
     2000...........................................................   1,620,000
     2001...........................................................  13,175,000
     2002...........................................................     730,000
                                                                     -----------
       Total........................................................ $15,852,000
                                                                     ===========
5. LEASES:
 
   The Company leases office space which expires in October 2004 and broadcast
towers which expire through December 2009.
 
   The following is a schedule of the future minimum rental payments required
under the operating leases that have an initial or remaining noncancellable
lease term in excess of one year as of December 31, 1998:
Year
     ----
1999.............................................................. $170,000
     2000..............................................................  163,000
     2001..............................................................  164,000
     2002..............................................................  170,000
     2003..............................................................  170,000
     Thereafter........................................................  259,000
F-26
RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
   Total rent expense for the years ending December 31, 1996, 1997 and 1998,
was $54,000, $57,000 and $93,000, respectively.
 
6. STOCK OPTION PLAN:
 
   During 1997, the Company granted stock options to an officer of the Company
for up to 700 shares of the Company's common stock for $1.00 each. Of the 700
shares, 400 shares vested immediately and were exercised during 1997. The
officer was granted the remaining options after certain performance results
were achieved during 1998. These options granted in 1998 vested immediately. As
the options to acquire 400 shares and 300 shares granted and vested during 1997
and 1998, respectively, were significantly below their estimated fair market
value, the Company recognized compensation expense of $264,000 and $294,000
during 1997 and 1998, respectively. Compensation expense represented the
difference between the estimated fair market value of the stock and the
exercise price. The Company also recognized an income tax benefit of $106,000
and $118,000 during 1997 and 1998, respectively, related to the options, which
has been recorded as additional paid-in capital.
 
7. INCOME TAXES:
 
   Effective March 31, 1997, the Company converted from an S corporation to a C
corporation. At the date of conversion, the Company had no additional paid-in
capital to convert to retained earnings.
 
   The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS
109). Under SFAS 109, deferred income taxes reflect the impact of temporary
differences between the assets and liabilities recognized for financial
reporting purposes and amounts recognized for tax purposes. Deferred taxes are
based on tax laws as currently enacted.
 
   A reconciliation of the statutory federal income taxes to the recorded
income tax provision for the years ended December 31, 1996, 1997 and 1998, is
as follows:
1996      1997       1998
                                                 --------  ---------  --------
Statutory tax (@ 35% rate)................... $(67,000) $(239,000) $367,000
   Effect of state taxes, net of federal........   (9,000)   (32,000)   42,000
   Nondeductible amortization...................      --         --    154,000
   Effect of losses while an S corporation......   76,000    264,000       --
   Establish benefit for deferred taxes at C
    corporation
    Conversion..................................      --     (57,000)      --
   Valuation reserve............................      --      64,000   (64,000)
                                                 --------  ---------  --------
     Provision for income taxes................. $    --   $     --   $499,000
                                                 ========  =========  ========
The components of the provision for income taxes for the years ended
December 31, 1997 and 1998, are as follows:
1997      1998
                                                             --------  --------
Current................................................ $    --   $335,000
     Deferred...............................................  (64,000)  228,000
     Valuation reserve......................................   64,000   (64,000)
                                                             --------  --------
       Provision for income taxes........................... $    --   $499,000
                                                             ========  ========
F-27
RADIO ONE OF ATLANTA, INC. AND SUBSIDIARY
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
 
 
   Deferred income taxes reflect the net tax effect of temporary differences
between the financial statement and tax basis of assets and liabilities. The
significant components of the Company's deferred tax assets and liabilities as
of December 31, 1997 and 1998, are as follows:
1997      1998
                                                             --------  --------
Deferred tax assets--
       Reserve for bad debts................................ $ 44,000  $118,000
       NOL carryforward.....................................   79,000       --
                                                             --------  --------
         Total deferred tax assets..........................  123,000   118,000
     Deferred tax liabilities--
       Depreciation and amortization........................  (59,000)  (58,000)
                                                             --------  --------
     Net deferred tax asset.................................   64,000    60,000
     Less: Valuation reserve................................  (64,000)      --
                                                             --------  --------
     Net deferred taxes included in the accompanying
      consolidated balance sheets........................... $    --   $ 60,000
                                                             ========  ========
A 100% valuation reserve was applied against the net deferred tax asset as
of December 31, 1997, as its realization was not more likely than not to be
realized. During 1998, this valuation allowance was reversed as the deferred
tax assets would likely be realized. During 1998, the Company utilized its
entire net operating loss carryforward.
 
8. RELATED PARTY TRANSACTIONS:
 
   The Company is affiliated with Radio One, Inc., as a stockholder of the
Company is also a stockholder of Radio One, Inc. The Company has a due to
affiliate of $68,000 and $4,000 as of December 31, 1997 and 1998, respectively,
for expenses paid by Radio One, Inc. on behalf of the Company and for
administrative services. During the years ended December 31, 1996, 1997 and
1998, the Company incurred expenses of $100,000, $100,000 and $300,000,
respectively, for administrative services which Radio One, Inc. performed for
the Company.
 
   The Company has $77,000 and $120,000 recorded as a receivable from Mableton
Investment Group (Mableton) as of December 31, 1997 and 1998, respectively.
These balances represent costs incurred by the Company for research and
feasibility studies on behalf of a new radio station to be owned by Mableton, a
company owned by a stockholder of the Company.
 
   The stockholders of the Company have agreed in principle to sell their
shares of the Company to Radio One, Inc. in exchange for shares of Radio One,
Inc.'s Common Stock. A stockholder of the Company will receive a $1.2 million
fee related to this acquisition.
 
   Subsequent to year end, the Company made a $271,000 unsecured loan to an
employee. The loan bears interest at 5.56% and is payable on demand.
 
9. PROFIT SHARING:
 
   The Company's employees participate in a 401K profit sharing plan sponsored
by Radio One, Inc., an affiliate of the Company (see Note 8). The Company's
contribution is at the direction of its Board of Directors. The Company made no
contributions to the plan during fiscal years 1996, 1997 or 1998.
 
 
                                      F-28
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors of
 Radio One, Inc.:
 
   We have audited the accompanying balance sheet of Bell Broadcasting Company
(a Michigan Corporation) (the Company) as of December 31, 1997, and the related
statements of operations, changes in stockholders' equity and cash flows for
the years ended December 31, 1996 and 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements 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 Bell Broadcasting Company
as of December 31, 1997, and the results of its operations and its cash flows
for the years ended December 31, 1996 and 1997, in conformity with generally
accepted accounting principles.
 
                                        /s/ ARTHUR ANDERSEN LLP
 
Baltimore, Maryland,
August 28, 1998
 
                                      F-29
BELL BROADCASTING COMPANY
 
                                 BALANCE SHEETS
                   As of December 31, 1997 and June 30, 1998
December 31,  June 30,
                                                           1997        1998
                                                       ------------ -----------
                                                                    (Unaudited)
ASSETS
CURRENT ASSETS:
  Cash................................................  $  226,000  $  186,000
  Trade accounts receivable, net of allowance for
   doubtful accounts of $28,000 and $69,000,
   respectively.......................................     951,000     918,000
  Current portion of notes receivable.................      13,000      14,000
  Prepaid expenses and other..........................      34,000       6,000
                                                        ----------  ----------
    Total current assets..............................   1,224,000   1,124,000
PROPERTY AND EQUIPMENT, net...........................     859,000   1,139,000
NOTES RECEIVABLE, net of current portion..............     491,000     184,000
OTHER ASSETS..........................................      38,000      20,000
                                                        ----------  ----------
    Total assets......................................  $2,612,000  $2,467,000
                                                        ==========  ==========
         LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable....................................  $  251,000  $   92,000
  Accrued expenses....................................     198,000      61,000
  Current portion of long-term debt...................     149,000         --
                                                        ----------  ----------
    Total current liabilities.........................     598,000     153,000
LONG-TERM DEBT, net of current portion................     592,000         --
                                                        ----------  ----------
    Total liabilities.................................   1,190,000     153,000
                                                        ----------  ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Common stock--Class A, $2.00 par value, 800 shares
   authorized, issued and outstanding.................       2,000       2,000
  Common stock--Class B, $2.00 par value, 24,000
   shares authorized,
   20,071 and 20,071 shares issued and outstanding,
   respectively.......................................      40,000      40,000
  Additional paid-in capital..........................     198,000   1,308,000
  Retained earnings...................................   1,182,000     964,000
                                                        ----------  ----------
    Total stockholders' equity........................   1,422,000   2,314,000
                                                        ----------  ----------
    Total liabilities and stockholders' equity........  $2,612,000  $2,467,000
                                                        ==========  ==========
The accompanying notes are an integral part of these balance sheets.
 
                                      F-30
BELL BROADCASTING COMPANY
 
                            STATEMENTS OF OPERATIONS
                 For the Years Ended December 31, 1996 and 1997
                and the Six Months Ended June 30, 1997 and 1998
Six Months Ended
                                Year Ended December 31,         June 30,
                                ------------------------ ------------------------
                                   1996         1997        1997         1998
                                -----------  ----------- -----------  -----------
                                                         (Unaudited)  (Unaudited)
REVENUE:
  Broadcast revenue, including
   barter revenue of $121,000,
   $151,000, $14,000 and
   $73,000, respectively......  $ 3,917,000  $ 4,571,000 $1,916,000   $2,326,000
  Less: Agency commissions....      537,000      537,000    229,000      301,000
                                -----------  ----------- ----------   ----------
    Net broadcast revenue.....    3,380,000    4,034,000  1,687,000    2,025,000
                                -----------  ----------- ----------   ----------
OPERATING EXPENSES:
  Programming and technical...    1,154,000    1,335,000    723,000      675,000
  Selling, general and
   administrative.............    1,520,000    1,544,000    715,000      748,000
  Corporate expenses..........      849,000      816,000    301,000      663,000
  Depreciation and
   amortization...............      130,000      148,000     68,000       63,000
                                -----------  ----------- ----------   ----------
    Total operating expenses..    3,653,000    3,843,000  1,807,000    2,149,000
                                -----------  ----------- ----------   ----------
    Operating (loss) income...     (273,000)     191,000   (120,000)    (124,000)
                                -----------  ----------- ----------   ----------
INTEREST EXPENSE..............       75,000       81,000     38,000       52,000
OTHER (INCOME) EXPENSE, net...       (5,000)      54,000     59,000       28,000
                                -----------  ----------- ----------   ----------
    (Loss) income before
     (benefit) provision for
     income taxes.............     (343,000)      56,000   (217,000)    (204,000)
(BENEFIT) PROVISION FOR INCOME
 TAXES........................      (78,000)      44,000   (164,000)      14,000
                                -----------  ----------- ----------   ----------
    Net (loss) income.........  $  (265,000) $    12,000 $  (53,000)  $ (218,000)
                                ===========  =========== ==========   ==========
The accompanying notes are an integral part of these statements.
 
                                      F-31
BELL BROADCASTING COMPANY
 
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 For the Years Ended December 31, 1996 and 1997
                     and the Six Months Ended June 30, 1998
Common  Common  Additional                 Total
                             Stock   Stock   Paid-In    Retained   Stockholders'
                            Class A Class B  Capital    Earnings      Equity
                            ------- ------- ---------- ----------  -------------
BALANCE, January 1, 1996..  $2,000  $39,000 $   98,000 $1,435,000   $1,574,000
  Net loss................     --       --         --    (265,000)    (265,000)
  Stock options granted
   below market...........     --       --       9,000        --         9,000
  Stock bonus
   compensation...........     --       --      16,000        --        16,000
  Issuance of common
   stock..................     --       --       9,000        --         9,000
                            ------  ------- ---------- ----------   ----------
BALANCE, December 31,
 1996.....................   2,000   39,000    132,000  1,170,000    1,343,000
  Net income..............     --       --         --      12,000       12,000
  Stock options granted
   below market...........     --       --      17,000        --        17,000
  Stock bonus
   compensation...........     --     1,000     32,000        --        33,000
  Issuance of common
   stock..................     --       --      17,000        --        17,000
                            ------  ------- ---------- ----------   ----------
BALANCE, December 31,
 1997.....................   2,000   40,000    198,000  1,182,000    1,422,000
  Net loss................     --       --         --    (218,000)    (218,000)
  Capital contributed from
   former owners..........     --       --     672,000        --       672,000
  Capital contributed from
   owners.................     --       --     438,000        --       438,000
                            ------  ------- ---------- ----------   ----------
BALANCE, June 30, 1998
 (Unaudited)..............  $2,000  $40,000 $1,308,000 $  964,000   $2,314,000
                            ======  ======= ========== ==========   ==========
The accompanying notes are an integral part of these statements.
 
                                      F-32
BELL BROADCASTING COMPANY
 
                            STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 1996 and 1997
                and the Six Months Ended June 30, 1997 and 1998
December 31,              June 30,
                                  --------------------  -----------------------
                                    1996       1997        1997        1998
                                  ---------  ---------  ----------- -----------
                                                        (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net (loss) income.............. $(265,000) $  12,000   $ (53,000)  $(218,000)
  Adjustments to reconcile net
   (loss) income to net cash from
   operating activities:
    Depreciation and
     amortization................   130,000    148,000      68,000      63,000
    Compensation expense related
     to stock bonus plan and
     stock granted below market
     price.......................    25,000     50,000         --          --
    Loss on disposal of assets...       --      (8,000)     (8,000)        --
    Effect of change in operating
     assets and liabilities--
      Trade accounts receivable..   190,000   (156,000)    (35,000)     33,000
      Prepaid expenses and
       other.....................  (101,000)   119,000      19,000      19,000
      Other assets...............    (1,000)   (17,000)        --       18,000
      Accounts payable...........    56,000    (94,000)   (108,000)   (159,000)
      Accrued expenses...........  (125,000)    41,000     (68,000)   (137,000)
                                  ---------  ---------   ---------   ---------
        Net cash flows from
         operating activities....   (91,000)    95,000    (185,000)   (381,000)
                                  ---------  ---------   ---------   ---------
CASH FLOWS FROM INVESTING
 ACTIVITIES:
  Proceeds from sale of assets...       --      22,000      22,000         --
  Principal payments received on
   notes.........................       --       6,000         --      306,000
  Acquisition of property and
   equipment.....................  (140,000)  (211,000)   (109,000)   (403,000)
                                  ---------  ---------   ---------   ---------
        Net cash flows from
         investing activities....  (140,000)  (183,000)    (87,000)    (97,000)
                                  ---------  ---------   ---------   ---------
CASH FLOWS FROM FINANCING
 ACTIVITIES:
  Proceeds from the issuance of
   debt..........................   739,000    220,000     103,000     438,000
  Repayment of debt..............  (642,000)  (211,000)        --     (438,000)
  Issuance of common stock.......     9,000     17,000         --          --
  Contributed capital............       --         --          --      438,000
                                  ---------  ---------   ---------   ---------
        Net cash flows from
         financing activities....   106,000     26,000     103,000     438,000
                                  ---------  ---------   ---------   ---------
DECREASE IN CASH.................  (125,000)   (62,000)   (169,000)    (40,000)
CASH, beginning of period........   413,000    288,000     288,000     226,000
                                  ---------  ---------   ---------   ---------
CASH, end of period.............. $ 288,000  $ 226,000   $ 119,000   $ 186,000
                                  =========  =========   =========   =========
SUPPLEMENTAL DISCLOSURE OF CASH
 FLOW INFORMATION:
  Interest paid.................. $  73,000  $  81,000   $  38,000   $  55,000
                                  =========  =========   =========   =========
  Income taxes paid.............. $ 117,000  $     --    $     --    $   7,000
                                  =========  =========   =========   =========
The accompanying notes are an integral part of these statements.
 
                                      F-33
BELL BROADCASTING COMPANY
 
                         NOTES TO FINANCIAL STATEMENTS
                           December 31, 1996 and 1997
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
 Organization
 
   Bell Broadcasting Company (the Company), a Michigan corporation, is a radio
broadcaster, broadcasting on two stations, WCHB-AM and WDTJ-FM (formerly WCHB-
FM), both located in the Detroit metropolitan area. During 1996, the Federal
Communications Commission (FCC) approved the construction permit to increase
WCHB-AM's signal from 25 kilowatts to 50 kilowatts. In addition, in September
1997, the Canadian government approved WCHB-AM's proposal for a nighttime
increase to 15 kilowatts, and the FCC granted a construction permit for the
nighttime increase. The Company also owns one station in Kingsley, Michigan,
WJZZ-AM.
 
   The financial statements for the six months ended June 30, 1997 and 1998,
are unaudited, but, in the opinion of management, such financial statements
have been presented on the same basis as the audited financial statements for
the year ended December 31, 1997, and include all adjustments, consisting only
of normal recurring adjustments necessary for a fair presentation of the
financial position and results of operations and cash flows for these periods.
 
 Financial Instruments
 
   Financial instruments as of December 31, 1997, consist of cash, trade
accounts receivables, notes receivables, accounts payable, accrued expenses and
long-term debt, all of which the carrying amounts approximate fair value.
 
 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
disclosures of contingent assets and liabilities as of the date of the
financial statements and the reported amounts of revenue and expenses during
the reporting periods. Actual results could differ from those estimates.
 
 Property and Equipment
 
   Property and equipment are stated at cost. Depreciation is computed using
accelerated and straight-line methods over the estimated useful lives of the
related assets.
 
   The components of the Company's property and equipment as of December 31,
1997, are as follows:
December 31,   Period of
                                                         1997      Depreciation
                                                     ------------ --------------
Construction in progress.......................  $  122,000        --
     Land...........................................     581,000        --
     Buildings and improvements.....................     149,000  10 to 31 years
     Transmitter towers.............................     754,000  7 to 15 years
     Equipment......................................     555,000  5 to 15 years
     Leasehold improvements.........................      12,000  7 to 19 years
                                                      ----------
       Total property and equipment.................   2,173,000
     Less: Accumulated depreciation.................   1,314,000
                                                      ----------
     Property and equipment, net....................  $  859,000
                                                      ==========
F-34
BELL BROADCASTING COMPANY
 
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
 
                           December 31, 1996 and 1997
 
   Depreciation expense for the fiscal years ended December 31, 1996 and 1997,
were $120,000 and $141,000, respectively.
 
 Revenue Recognition
 
   In accordance with industry practice, revenue for broadcast advertising is
recognized when the commercial is broadcast.
 
 Barter Arrangements
 
   Certain program contracts provide for the exchange of advertising air time
in lieu of cash payments for the rights to such programming. These contracts
are recorded as the programs are aired at the estimated fair value of the
advertising air time given in exchange for the program rights.
 
   The Company broadcasts certain customers' advertising in exchange for
equipment, merchandise and services. The estimated fair value of the equipment,
merchandise or services received is recorded as deferred barter costs and the
corresponding obligation to broadcast advertising is recorded as deferred
barter revenue. The deferred barter costs are expensed or capitalized as they
are used, consumed or received. Deferred barter revenue is recognized as the
related advertising is aired.
 
 Sale of WKNX
 
   In June 1997, the Company sold the assets and rights of WKNX-AM for
approximately $210,000 and recognized a loss of approximately $22,000. In
connection with the sale, the Company obtained a note receivable from the
purchasers of the station. The terms of the sale call for a note receivable
bearing interest at 10% per annum, requiring monthly payments of approximately
$3,000 through June 2007. The note is secured by certain real estate and
personal property and the pledge of the stock of Frankenmuth.
 
 Supplemental Cash Flow Information
 
   The Company issued 200 and 400 shares each of Class B Common Stock to two
former officers of the Company during 1996 and 1997, respectively, at a price
below the stock's estimated fair market value. Compensation expense of $25,000
and $50,000 was recorded in 1996 and 1997, respectively, in connection with the
issuance (Note 6). In June 1997, the Company sold the assets and rights to
WKNX-AM for a note receivable in the amount of $210,000. (Also see Note 7.)
 
 New Accounting Standards
 
   During 1997, the Financial Accounting Standards Board (FASB) issued SFAS No.
130, "Reporting Comprehensive Income" (SFAS No. 130), which is effective for
fiscal years beginning after December 15, 1997. This statement establishes
standards for reporting and display of comprehensive income and its components.
The Company believes the adoption of SFAS No. 130 will have no impact on the
financial statements as the Company has no comprehensive income adjustments.
 
                                      F-35
BELL BROADCASTING COMPANY
 
                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 
                          December 31, 1996 and 1997
 
 
   During 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information" (SFAS No. 131), which is effective for
fiscal years beginning after December 15, 1997. This statement establishes a
new approach for determining segments within a company and reporting
information on those segments. The Company has performed a preliminary
assessment of this statement and believes that no disclosure is necessary as
the Company has only one segment.
 
2. NOTES RECEIVABLE--RELATED PARTY:
 
   In 1995, the Company loaned the trust of a deceased shareholder $300,000
and received a note receivable. The note bears interest at the mid-term
applicable federal rate (6.31% and 5.63% as of December 31, 1996 and 1997,
respectively), with principal and interest due December 2000. The principal
and all interest due were paid on June 30, 1998.
 
3. DEBT:
 
   Debt consists of the following:
December 31,
                                                                       1997
                                                                   ------------
Note payable to bank, payable in monthly installments of
      $12,000, including interest at 9.35% per annum, secured by
      land, equipment and the Company's AM broadcast license......   $641,000
     Note payable to bank, payable in monthly installments of
      $7,000, including interest at 9.35% per annum, secured by
      land, equipment and the Company's FM broadcast license......     51,000
     Note payable to bank, payable in monthly installments of
      $1,000, including interest at 8.99% per annum, secured by
      vehicles....................................................     40,000
     Note payable in monthly installments of $400, including
      interest at 11% per annum, secured by transportation
      equipment...................................................      9,000
                                                                     --------
       Total......................................................    741,000
       Less: Current portion......................................    149,000
                                                                     --------
       Total long-term debt.......................................   $592,000
                                                                     ========
This outstanding debt was repaid as of June 30, 1998.
 
4. COMMITMENTS AND CONTINGENCIES:
 
 Leases
 
   During 1996 and 1997, the Company leased the facilities under three
separate operating leases, one of which was with a related party (the former
owners of the Company). The related party lease was on a month-to-month basis
for the FM station building, at a rate of $800 per month. The second lease
covers the FM tower and transmitter space and expires in May 1999, with one
optional renewal of five years. Monthly rent under this lease is currently
$4,000. In addition, the Company leases equipment under two operating leases
expiring in 1999. Monthly rent under the equipment leases is $450.
 
   Rental expense for the years ended December 31, 1996 and 1997, was $70,000
and $60,000, respectively.
 
 
                                     F-36
BELL BROADCASTING COMPANY
 
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
 
                           December 31, 1996 and 1997
 
 Litigation
 
   The Company has been named as defendant in various legal proceedings arising
out of the normal course of business. It is the opinion of management, after
consultation with legal counsel, that the amount, if any, of the Company's
ultimate liability under all current legal proceedings will not have a material
adverse effect on the financial position or results of operations of the
Company.
 
5. STOCK OPTION AND BONUS PLANS:
 
   The Company had an Incentive Stock Option Plan (the Stock Option Plan). The
Company granted options to two employees of the Company to purchase up to 200
shares each of Class B Common Stock at a price equal to 50% of the fair market
value of the stock on the exercise date. In 1996, the Stock Option Plan was
extended for two years (January 1, 1996 to December 31, 1997). During 1996 and
1997, the Company granted options under the plan and recognized compensation
expense because the option price was below the estimated market price of the
stock.
 
   The Company also had a Stock Bonus Plan (the Bonus Plan). Under provisions
of the Bonus Plan, the Company could, at its discretion, award two employees of
the Company up to an aggregate of 200 shares each of Class B Common Stock. The
Bonus Plan was extended in 1996 for two years. During 1996, the Company awarded
50 shares to each employee under the Bonus Plan. During 1997, the Company
awarded 100 shares to each employee for services performed. Compensation
expense equal to the fair market value of the Class B Common Stock awarded has
been recorded for 1996 and 1997 to reflect such awards.
 
   Agreements between the Company and three of its former stockholders
generally provide that none of their shares (as specifically defined) may be
sold, transferred or exchanged without the prior written consent of the
Company.
 
   In addition, the agreements specify the rights of the stockholders and the
obligations of the Company in the event of death, termination of employment or
change in control of the Company. The agreements state that if a change in
control of the Company occurs, the employees' right to exercise their options
will cease. If the Company is required to repurchase any of the shares, the
purchase price shall be the fair market value of such shares (as specifically
defined). As of June 30, 1998, all options terminated.
 
   The Company accounts for its stock option plans in accordance with
Accounting Principles Board Opinion No. 25. Had compensation cost for the plans
been determined consistent with Statement of Financial Accounting Standards No.
123, "Accounting for Stock Based Compensation," the difference in the Company's
pro forma net income would have been immaterial.
 
 
                                      F-37
BELL BROADCASTING COMPANY
 
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
 
                           December 31, 1996 and 1997
 
6. INCOME TAXES:
 
   A reconciliation of the statutory federal income taxes to the recorded
income tax (benefit) provision for the years ended December 31, 1996 and 1997
is as follows:
December 31,
                                                            -------------------
                                                              1996       1997
                                                            ---------  --------
Statutory tax (@ 35% rate)............................ $(120,000) $ 19,000
     Effect of state taxes, net of federal.................    16,000     3,000
     Effect of graduated tax rate..........................       --    (12,000)
     Other nondeductible items.............................    23,000    28,000
     Nondeductible compensation expense....................     3,000     6,000
                                                            ---------  --------
       (Benefit) provision for income taxes................ $ (78,000) $ 44,000
                                                            =========  ========
The components of the (benefit) provision for income taxes for the years
ended December 31, 1996 and 1997 are as follows:
December 31,
                                                             ------------------
                                                               1996      1997
                                                             ---------  -------
Current................................................ $(105,000) $20,000
     Deferred...............................................    27,000   24,000
                                                             ---------  -------
     (Benefit) provision for income taxes................... $ (78,000) $44,000
                                                             =========  =======
Deferred income taxes reflect the net tax effect of temporary differences
between the financial statement and tax basis of assets and liabilities. The
significant components of the Company's deferred tax assets and liability as of
December 31, 1997, are as follows:
December 31,
                                                                        1997
                                                                    ------------
Deferred tax assets--
       Reserve for bad debts.......................................   $ 10,000
     Deferred tax liability--
       Other.......................................................    (13,000)
                                                                      --------
     Net deferred tax liability....................................   $ (3,000)
                                                                      ========
7. SALE OF CAPITAL STOCK:
 
   On December 23, 1997, the stockholders of the Company entered into an
Agreement with Radio One, Inc. to sell all of the issued and outstanding shares
of the capital stock of the Company for approximately $34 million. Prior to the
sale, the stockholders of the Company assumed certain debt totaling $771,000
and acquired certain assets of the Company totaling $99,000. The net book value
of the assets acquired and the liabilities assumed prior to the sale was
recorded as a capital contribution from the owners. The sale to Radio One, Inc.
was completed on June 30, 1998.
 
 
                                      F-38
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Shareholders of
 Allur-Detroit, Inc.:
 
   We have audited the accompanying balance sheet of Allur-Detroit, Inc. (a
wholly owned subsidiary of Syndicated Communications Venture Partners II, LP)
for the year ended December 31, 1997, and the related statements of operations,
changes in stockholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of Allur-Detroit, Inc.'s
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
 
   We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated 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 audit provides 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 Allur-Detroit, Inc. for the
year ended December 31, 1997, and the results of its operations and its cash
flows for the year then ended, in conformity with generally accepted accounting
principles.
 
                                                        /s/ MITCHELL & TITUS LLP
 
Washington, D.C.,
March 25, 1998
 
                                      F-39
ALLUR-DETROIT, INC.
 
                                 BALANCE SHEETS
                 As of December 31, 1997 and September 30, 1998
December 31, September 30,
                                                         1997         1998
                                                     ------------ -------------
                                                                   (Unaudited)
ASSETS
CURRENT ASSETS:
  Cash..............................................  $   86,000   $  172,000
  Trade accounts receivable, net of allowance of
   $77,000..........................................     410,000      805,000
  Prepaid expenses and other........................      55,000       42,000
                                                      ----------   ----------
    Total current assets............................     551,000    1,019,000
PROPERTY AND EQUIPMENT, net.........................      75,000       82,000
INTANGIBLE ASSETS, net..............................   7,563,000    7,429,000
                                                      ----------   ----------
    Total assets....................................  $8,189,000   $8,530,000
                                                      ==========   ==========
        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable an accrued expenses..............  $  829,000   $1,056,000
                                                      ----------   ----------
NOTES PAYABLE AND DEFERRED INTEREST.................   3,229,000    3,892,000
                                                      ----------   ----------
    Total liabilities...............................   4,058,000    4,948,000
                                                      ----------   ----------
COMMITMENTS
CUMULATIVE REDEEMABLE PREFERRED STOCK,
 $2,000 par value, 1,050 shares authorized, 1,050
 and 975 shares issued and outstanding,
 respectively.......................................   2,100,000    1,950,000
STOCKHOLDERS' EQUITY:
  Common stock, $1.00 par value, 1,000 shares
   authorized and 975 shares issued and
   outstanding......................................       1,000        1,000
  Additional paid-in capital........................   2,463,000    2,463,000
  Accumulated deficit...............................    (433,000)    (832,000)
                                                      ----------   ----------
    Total stockholders' equity......................   2,031,000    1,632,000
                                                      ----------   ----------
    Total liabilities and stockholders' equity......  $8,189,000   $8,530,000
                                                      ==========   ==========
The accompanying notes are an integral part of these balance sheets.
 
                                      F-40
ALLUR-DETROIT, INC.
 
                            STATEMENTS OF OPERATIONS
                      For the Year Ended December 31, 1997
           and for the Nine Months Ended September 30, 1997 and 1998
Nine Months Ended
                                                             September 30,
                                           December 31, ------------------------
                                               1997        1997         1998
                                           ------------ -----------  -----------
                                                        (Unaudited)  (Unaudited)
REVENUE:
  Broadcast revenue.......................  $2,473,000  $1,884,000   $2,509,000
  Less: Agency commissions................     259,000     207,000      379,000
                                            ----------  ----------   ----------
    Net broadcast revenue.................   2,214,000   1,677,000    2,130,000
                                            ----------  ----------   ----------
OPERATING EXPENSES:
  Programming and technical...............     894,000     477,000      592,000
  Selling, general and administrative.....   1,467,000   1,247,000    1,412,000
  Corporate expenses......................      36,000      27,000       27,000
  Depreciation and amortization...........     245,000     183,000      167,000
                                            ----------  ----------   ----------
    Total operating expenses..............   2,642,000   1,934,000    2,198,000
                                            ----------  ----------   ----------
    Operating loss........................    (428,000)   (257,000)     (68,000)
                                            ----------  ----------   ----------
INTEREST EXPENSE..........................     222,000     147,000      281,000
OTHER INCOME (EXPENSE), net...............     217,000     126,000      (50,000)
                                            ----------  ----------   ----------
    Loss before provision for income
     taxes................................    (433,000)   (278,000)    (399,000)
PROVISION FOR INCOME TAXES................         --          --           --
                                            ----------  ----------   ----------
    Net loss..............................  $ (433,000) $ (278,000)  $ (399,000)
                                            ==========  ==========   ==========
The accompanying notes are an integral part of these statements.
 
                                      F-41
ALLUR-DETROIT, INC.
 
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                      For the Year Ended December 31, 1997
                and for the Nine Months Ended September 30, 1998
Additional                 Total
                                   Common  Paid-In   Accumulated Stockholders'
                                   Stock   Capital     Deficit      Equity
                                   ------ ---------- ----------- -------------
BALANCE, December 31, 1996........ $1,000 $2,463,000  $     --    $2,464,000
  Net loss........................    --         --    (433,000)    (433,000)
                                   ------ ----------  ---------   ----------
BALANCE, December 31, 1997........  1,000  2,463,000   (433,000)   2,031,000
  Net loss........................    --         --    (399,000)    (399,000)
                                   ------ ----------  ---------   ----------
BALANCE, September 30, 1998
 (unaudited)...................... $1,000 $2,463,000  $(832,000)  $1,632,000
                                   ====== ==========  =========   ==========
The accompanying notes are an integral part of these statements.
 
                                      F-42
ALLUR-DETROIT, INC.
 
                            STATEMENTS OF CASH FLOWS
                      For the Year Ended December 31, 1997
           and for the Nine Months Ended September 30, 1997 and 1998
September 30,
                                          December 31,  ------------------------
                                              1997         1997         1998
                                          ------------  -----------  -----------
                                                        (Unaudited)  (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss............................... $  (433,000)  $  (278,000)  $(399,000)
  Adjustments to reconcile net loss to
   net cash from operating activities:
    Depreciation and amortization........     245,000       183,000     167,000
    Effect of change in operating assets
     and liabilities--
      Trade accounts receivable..........      32,000       (95,000)   (395,000)
      Prepaid expenses and other.........     (45,000)      (59,000)     13,000
      Accounts payable and accrued
       expenses..........................    (172,000)      (60,000)    227,000
                                          -----------   -----------   ---------
        Net cash flows from operating
         activities......................    (373,000)     (309,000)   (387,000)
                                          -----------   -----------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment..................     (39,000)          --      (40,000)
                                          -----------   -----------   ---------
        Net cash flows from investing
         activities......................     (39,000)          --      (40,000)
                                          -----------   -----------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Redemption of preferred stock..........         --            --     (150,000)
  Repayment of debt......................  (1,676,000)   (1,257,000)        --
  Proceeds from notes payable............   2,152,000     1,614,000     663,000
                                          -----------   -----------   ---------
        Net cash flows from financing
         activities......................     476,000       357,000     513,000
                                          -----------   -----------   ---------
NET INCREASE IN CASH.....................      64,000        48,000      86,000
CASH, beginning of period................      22,000        22,000      86,000
                                          -----------   -----------   ---------
CASH, end of period...................... $    86,000   $    70,000   $ 172,000
                                          ===========   ===========   =========
SUPPLEMENTAL DISCLOSURE OF NONCASH
 INVESTING AND FINANCING INFORMATION:
  Interest paid.......................... $    81,000   $       --    $     --
                                          ===========   ===========   =========
  Income taxes paid...................... $       --    $       --    $     --
                                          ===========   ===========   =========
The accompanying notes are an integral part of these statements.
 
                                      F-43
ALLUR-DETROIT, INC.
 
                         NOTES TO FINANCIAL STATEMENTS
 
1. ORGANIZATION:
 
   Allur-Detroit, Inc. (the Company) is a subsidiary of Syndicated
Communications Ventures Partners II, LP (SYNCOM II). The Company's sole
activity is to operate WWBR-FM, a radio station that broadcasts from Detroit,
Michigan.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
 Basis of Presentation
 
   The accompanying financial statements are presented on the accrual basis of
accounting in accordance with generally accepted accounting principles. 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 as of the date of the financial statements
and the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.
 
 Interim Financial Statements
 
   The financial statements for the nine months ended September 30, 1997 and
1998, are unaudited but, in the opinion of management, such financial
statements have been presented on the same basis as the audited financial
statements for the year ended December 31, 1997, and include all adjustments,
consisting only of normal recurring adjustments necessary for a fair
presentation of the financial position and results of operations and cash flows
for these periods.
 
 Property and Equipment
 
   Property and equipment are stated at cost. Depreciation is computed using
the straight-line method.
 
   The components of property and equipment as of December 31, 1997 and
September 30, 1998, are as follows:
December 31, September 30,  Period of
                                           1997         1998      Depreciation
                                       ------------ ------------- ------------
                                                     (Unaudited)
Leasehold improvements...........   $  7,000     $  8,000      10 years
     Transmitter equipment............     17,000       17,000      5 years
     Studio and other technical
      equipment.......................     46,000       59,000      7 years
     Office furniture and equipment...     45,000       54,000      5 years
     Automobiles......................        --        17,000      5 years
                                         --------     --------
                                          115,000      155,000
     Less: Accumulated depreciation
      and
      amortization....................     40,000       73,000
                                         --------     --------
     Property and equipment, net......   $ 75,000     $ 82,000
                                         ========     ========
Intangible Assets
 
   Management periodically reviews its unamortized intangible asset balances to
ensure that those assets have not been impaired in accordance with the
definition of Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived assets and for Long-Lived assets to be
disposed of." As of
 
                                      F-44
ALLUR-DETROIT, INC.
 
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
 
September 30, 1998, management has made such evaluations and believes that the
net intangible asset is realizable. In any period which management believes an
impairment has occurred, management will write down the asset in accordance
with this standard.
 
 Revenue Recognition
 
   Revenue for advertising is recognized when the commercial is broadcasted.
 
 Barter Arrangements
 
   Certain program contracts provide for the exchange of advertising air time
in lieu of cash payments for the rights to such programming. These contracts
are recorded as the programs are aired at the estimated fair value of the
advertising air time given in exchange for the program rights.
 
   The Company broadcasts certain customers' advertising in exchange for
equipment, merchandise and services. The estimated fair value of the equipment,
merchandise or services received is recorded as deferred barter costs and the
corresponding obligation to broadcast advertising is recorded as deferred
barter revenue. The deferred barter costs are expensed or capitalized as they
are used, consumed or received. Deferred barter revenue is recognized as the
related advertising is aired.
 
 Financial Instruments
 
   Financial instruments as of December 31, 1997, and September 30, 1998,
consist of cash, trade accounts receivable, accounts payable, accrued expenses,
preferred stock, and notes payable all of which the carrying amounts
approximate fair value.
 
 New Accounting Standards
 
   During 1997, the Financial Accounting Standards Board (FASB) issued SFAS No.
130, "Reporting Comprehensive Income" (SFAS No. 130), which is effective for
fiscal years beginning after December 15, 1997. This statement establishes
standards for reporting and display of comprehensive income and its components.
The Company adopted SFAS No. 130 during the nine months ended September 30,
1998, and has determined that the adoption of this statement has no impact on
the financial statements, as the Company has no comprehensive income
adjustments.
 
   During 1997, the FASB issues SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" (SFAS No. 131), which is effective for
fiscal years beginning after December 15, 1997. This statement establishes a
new approach for determining segments within a company and reporting
information on those segments. The Company adopted this statement during the
nine months ended September 30, 1998 and concluded that it had only one
segment.
 
3. INTANGIBLE ASSETS:
 
   Intangible asset balances and periods of amortization as of December 31,
1997, and September 30, 1998, are as follows:
December 31, September 30,  Period of
                                            1997         1998      Amortization
                                        ------------ ------------- ------------
                                                      (Unaudited)
Goodwill and FCC license..........  $7,768,000   $7,768,000     40 years
     Less: Accumulated amortization....     205,000      339,000
                                         ----------   ----------
                                         $7,563,000   $7,429,000
                                         ==========   ==========
F-45
ALLUR-DETROIT, INC.
 
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
 
   Depreciation and amortization expense for the year ended December 31, 1997,
and for the nine months ended September 30, 1997 and 1998, was $245,000,
$183,000 and $167,000, respectively.
 
4. RELATED PARTY TRANSACTIONS:
 
 Notes Payable
 
   Notes payable consist of the following:
December 31, September 30,
                                                          1997         1998
                                                      ------------ -------------
                                                                    (Unaudited)
SYNCOM II--long-term debt--10% annually.........  $1,676,000   $1,676,000
     SYNCOM III--long-term debt--10% annually........   1,362,000    1,362,000
     SYNCOM II--line of credit--8% annually..........     191,000      854,000
                                                       ----------   ----------
       Total.........................................  $3,229,000   $3,892,000
                                                       ==========   ==========
The debt owed to SYNCOM II and SYNCOM III are due and payable in lump-sum
the earlier of a sale of the license of Allur-Detroit, a sale of substantially
all of the assets of Allur-Detroit, a sale of a controlling interest in the
common stock shares of Allur-Detroit, or at December 31, 1999 (see Note 7). The
debt is secured by the FCC license and assets of the Company.
 
 Management Fee
 
   The Company entered into an agreement with Syncom Management, Inc. whereby
it pays $36,000 per year for accounting services. Syncom Management, Inc. also
provides management and financial services to SYNCOM II, the owner of the
Company.
 
5. COMMITMENTS:
 
 Operating Leases
 
   The Company rents office space and transmittal sites under several operating
leases. These leases expire at various dates through 2002, with most containing
renewal options.
 
   Future minimum rental payments under such noncancellable operating leases as
of September 30, 1998, are as follows:
Year
        ----
1998 (remaining)................................................ $37,000
        1999............................................................ 148,000
        2000............................................................ 148,000
        2001............................................................  91,000
        2002............................................................  98,000
F-46
ALLUR-DETROIT, INC.
 
                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 
 
6. CUMULATIVE REDEEMABLE PREFERRED STOCK:
 
   On December 4, 1992, the Company issued 1,050 shares of cumulative
redeemable preferred stock to PNC Bank, formerly Continental Bank. The
preferred stock earns cumulative annual dividends of eight percent (8%) of par
value.
 
   Under the terms of the PNC Bank/Allur-Detroit settlement agreement of
December 31, 1996, redemption of the preferred stock shall occur at the date
when: (i) repayment is effected in full of principal and interest on lenders'
new notes, or (ii) at the maturity date of the new notes when the lenders
shall cause the Company to repay, whichever happens first. In such a
situation, all outstanding shares of preferred stock shall be redeemed at a
price equal to the par value, plus an amount equal to both accrued and
undeclared dividends payable from available funds as stipulated in Section 2.2
of the Shareholders Agreement dated December 4, 1992. As of September 30,
1998, circumstances supporting the redemption of the preferred stock did not
occur.
 
   The Company had not declared and has not recorded an accrual for cumulative
preferred stock dividends. At September 30, 1998, cumulative unpaid preferred
dividends amounted to $958,667. Such dividends, if declared, would have been
paid out of cumulative retained earnings of the Company, if any.
 
   On February 20, 1998, the Company paid $150,000, representing a partial
payment toward the required redemption of the preferred stock held by PNC
Bank. From this date hereof, the balance due for payment on the preferred
stock is $1,950,000. Subsequent to September 30, 1998, the $1,950,000 of
preferred stock was redeemed for the face value without the dividend being
declared.
 
7. INCOME TAXES:
 
   The Company accounted for income taxes in accordance with Statement of
Financial Accounting standards No. 109, "Accounting for Income Taxes" (SFAS
109). Under SFAS 109, deferred income taxes reflect the impact of temporary
differences between the assets and liabilities recognized for financial
reporting purposes and amounts recognized for tax purposes. Deferred taxes are
based on tax laws as currently enacted.
 
   A reconciliation of the statutory federal income taxes to the recorded
income tax provision for the year ended December 31, 1997, is as follows:
Statutory Tax (@ 35% rate)..................................... $(152,000)
     Effect of state taxes, net of federal..........................   (18,000)
     Effect of graduated tax rate...................................     5,000
     Valuation reserve..............................................   165,000
                                                                     ---------
       Provision for income taxes................................... $     --
                                                                     =========
The components of the provision for income taxes for the years ended
December 31, 1997 are as follows:
Current......................................................... $     --
     Deferred........................................................  (165,000)
     Valuation reserve...............................................   165,000
                                                                      ---------
       Provision for income taxes.................................... $     --
                                                                      =========
F-47
ALLUR-DETROIT, INC.
 
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
 
   Deferred income taxes reflect the net tax effect of temporary differences
between the financial statement and tax basis of assets and liabilities. The
significant components of the Company's deferred tax assets and liabilities as
of December 31, 1997, are as follows:
Deferred tax assets--
       NOL carryforward............................................. $180,000
     Deferred tax liabilities--
       Depreciation.................................................  (15,000)
     Net deferred tax asset-- ......................................  165,000
     Less:Valuation reserve......................................... (165,000)
                                                                     --------
     Deferred taxes included in the accompanying consolidated
      balance sheets................................................ $    --
                                                                     ========
A 100% valuation reserve has been applied against the net deferred tax
asset, as its realization is not considered to be more likely than not to be
realized.
 
   As of December 31, 1997, there was approximately $400,000 of available net
operating loss carry forwards that expire through 2011.
 
8. SUBSEQUENT EVENTS:
 
   On October 26, 1998, the stockholders of the Company entered into a stock
purchase agreement with Radio One, Inc. to sell all of the issued and
outstanding shares of capital stock of the Company for approximately $27
million. The sale is expected to be completed by December 31, 1998.
 
                                      F-48
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors and Stockholders of
 Radio One, Inc.:
 
   We have audited the accompanying combined balance sheets of the Richmond
operations of Sinclair Telecable, Inc., consisting of stations WCDX-FM, WPLZ-
FM, WJRV-FM and WGCV-AM (the Stations) as of December 31, 1997 and 1998, and
the related combined statements of operations and changes in station equity and
cash flows for the years then ended. These financial statements are the
responsibility of the Stations' management. Our responsibility is to express an
opinion on these financial statements 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.
 
   The accompanying combined financial statements have been prepared from the
separate records maintained by the Stations and may not be indicative of the
conditions that would have existed or the results of operations had the
Stations been operated as an unaffiliated entity. As discussed in Note 1,
certain corporate overhead and other expenses represent allocations made by the
Stations' parent.
 
   In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of the Richmond
operations of Sinclair Telecable, Inc., consisting of stations WCDX-FM, WPLZ-
FM, WJRV-FM and WGCV-AM as of December 31, 1997 and 1998 and the results of
their operations and their cash flows for the years then ended, in conformity
with generally accepted accounting principles.
 
                                                    /s/ Arthur Andersen LLP
 
Baltimore, Maryland,
March 5, 1999
 
                                      F-49
THE RICHMOND OPERATIONS OF SINCLAIR TELECABLE, INC.
 
                            COMBINED BALANCE SHEETS
                        As of December 31, 1997 and 1998
1997       1998
                                                          ---------- ----------
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.............................. $   55,000 $  142,000
  Trade accounts receivable, net of allowance for
   doubtful accounts of $39,000 and $50,000,
   respectively..........................................  1,282,000  1,400,000
  Prepaid expenses and other.............................     47,000     31,000
                                                          ---------- ----------
    Total current assets.................................  1,384,000  1,573,000
PROPERTY AND EQUIPMENT, net..............................    922,000  1,202,000
INTANGIBLE ASSETS, net...................................  4,065,000  3,692,000
                                                          ---------- ----------
    Total assets......................................... $6,371,000 $6,467,000
                                                          ========== ==========
             LIABILITIES AND STATION EQUITY
CURRENT LIABILITIES:
  Accounts payable and accrued expenses.................. $  423,000 $  566,000
COMMITMENTS
STATION EQUITY...........................................  5,948,000  5,901,000
                                                          ---------- ----------
    Total liabilities and station equity................. $6,371,000 $6,467,000
                                                          ========== ==========
The accompanying notes are an integral part of these combined balance sheets.
 
                                      F-50
THE RICHMOND OPERATIONS OF SINCLAIR TELECABLE, INC.
 
        COMBINED STATEMENTS OF OPERATIONS AND CHANGES IN STATION EQUITY
                 For the Years Ended December 31, 1997 and 1998
1997        1998
                                                        ----------  ----------
REVENUE:
  Broadcast revenue, including barter revenue of
   $249,000
   and $304,000, respectively.......................... $8,330,000  $8,509,000
  Less: Agency commissions.............................  1,041,000   1,051,000
                                                        ----------  ----------
    Net broadcast revenue..............................  7,289,000   7,458,000
                                                        ----------  ----------
OPERATING EXPENSES:
  Program and technical................................  1,313,000   1,498,000
  Selling, general and administrative..................  3,025,000   3,170,000
  Corporate allocations................................    311,000     413,000
  Depreciation and amortization........................    569,000     648,000
                                                        ----------  ----------
    Total operating expenses...........................  5,218,000   5,729,000
                                                        ----------  ----------
    Broadcast operating income.........................  2,071,000   1,729,000
                                                        ----------  ----------
    Net income.........................................  2,071,000   1,729,000
STATION EQUITY, beginning of year......................  6,548,000   5,948,000
NET TRANSFER TO PARENT................................. (2,671,000) (1,776,000)
                                                        ----------  ----------
STATION EQUITY, end of year............................ $5,948,000  $5,901,000
                                                        ==========  ==========
The accompanying notes are an integral part of these combined statements.
 
                                      F-51
THE RICHMOND OPERATIONS OF SINCLAIR TELECABLE, INC.
 
                       COMBINED STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 1997 and 1998
1997         1998
                                                      -----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income......................................... $ 2,071,000  $ 1,729,000
  Adjustments to reconcile net income to net cash
   from operating activities--
    Depreciation and amortization....................     569,000      648,000
    Effect of change in operating assets and
     liabilities--
      Trade accounts receivable......................     109,000     (118,000)
      Prepaid expenses and other.....................     (33,000)      16,000
      Accounts payable and accrued expenses..........     (63,000)     143,000
                                                      -----------  -----------
        Net cash flows from operating activities.....   2,653,000    2,418,000
                                                      -----------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment.................     (49,000)    (555,000)
                                                      -----------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net transfer to parent.............................  (2,671,000)  (1,776,000)
                                                      -----------  -----------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS.....     (67,000)      87,000
CASH AND CASH EQUIVALENTS, beginning of year.........     122,000       55,000
                                                      -----------  -----------
CASH AND CASH EQUIVALENTS, end of year............... $    55,000  $   142,000
                                                      ===========  ===========
The accompanying notes are an integral part of these combined statements.
 
                                      F-52
THE RICHMOND OPERATIONS OF SINCLAIR TELECABLE, INC.
 
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                           December 31, 1997 and 1998
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
 Organization and Business
 
   The radio stations, WCDX-FM, WPLZ-FM, WJRV-FM and WGCV-AM (Stations) are
broadcast in the Richmond area. WCDX-FM, WPLZ-FM and WGCV-AM are owned by
Sinclair Telecable, Inc. (Sinclair). WJRV-FM is owned by Commonwealth
Broadcasting LLC (Commonwealth), a related party. Sinclair owns 25% of
Commonwealth. The remaining 75% of Commonwealth is owned by some of the
shareholders of Sinclair. Commonwealth has been fully consolidated into the
combined financial statements of Sinclair Telecable, Inc. and Affiliates
(combined, Sinclair).
 
   In March 1999, Sinclair entered into a letter of intent with Radio One, Inc.
to sell ultimately all of the tangible and intangible assets of these Richmond
operations for approximately $34 million. Sinclair and Radio One, Inc. intend
to enter into a local marketing agreement under which Radio One, Inc. will
operate these Richmond operations prior to completing its acquisition of these
operations. Accordingly, these combined financial statements of the Richmond
operations include the stations to be purchased by Radio One, Inc. All inter-
station transactions have been eliminated in consolidation.
 
 Basis of Presentation
 
   The accompanying combined financial statements are presented on the accrual
basis of accounting in accordance with generally accepted accounting
principles. 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 as of 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.
 
   The Stations are allocated certain corporate expenses for services provided
by Sinclair based upon the percentage of revenue of each station to total
revenue of all stations operated by Sinclair. Though management is of the
opinion that all allocations used are reasonable and appropriate, other
allocations might be used that could produce results substantially different
from those reflected herein and these cost allocations might not be indicative
of amounts which might be paid to unrelated parties for similar services or if
Stations had been operated on a stand-alone basis.
 
   Sinclair corporate departmental expenses of $311,000 and $413,000 have been
allocated to the Stations during 1997 and 1998, respectively, for management
salaries and benefits, legal services, corporate office, and other
miscellaneous expenses.
 
   The acquisition of station WJRV-FM was partially financed with debt which
was allocated to the Stations. This debt and related accrued interest expense
was eliminated through cash transfers to the parent. Cash transfers in excess
of amounts required to repay debt and secured interest reduces the Stations
equity and is recorded as net transfer to parent.
 
 Cash and Cash Equivalents
 
   Cash and cash equivalents consist of cash and money market accounts at
various commercial banks. All cash equivalents have original maturities of 90
days or less. For cash and cash equivalents, cost approximates market value.
 
 
                                      F-53
THE RICHMOND OPERATIONS OF SINCLAIR TELECABLE, INC.
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
 
                           December 31, 1997 and 1998
 
 Property and Equipment
 
   Property and equipment are recorded at cost and are being depreciated on a
straight-line basis over various periods. The components of the Stations'
property and equipment as of December 31, 1997 and 1998, are as follows:
Period of
                                              1997       1998     Depreciation
                                            --------- ---------- --------------
PROPERTY AND EQUIPMENT:
     Land.................................. $  57,000 $   57,000       --
     Building and leasehold improvements...   140,000    147,000 31 or 10 years
     Furniture and fixtures................   179,000    241,000 7 or 10 years
     Broadcasting equipment................ 2,145,000  2,611,000  5 to 7 years
     Vehicles..............................    55,000     75,000    5 years
                                            --------- ----------
                                            2,576,000  3,131,000
     Less: Accumulated depreciation........ 1,654,000  1,929,000
                                            --------- ----------
        Property and equipment, net........ $ 922,000 $1,202,000
                                            ========= ==========
Depreciation expenses for the fiscal years ended December 31, 1997 and 1998,
were $263,000 and $275,000, respectively.
 
 Revenue Recognition
 
   In accordance with industry practice, revenue for broadcast advertising is
recognized when the commercial is broadcast.
 
 Barter Arrangements
 
   Certain program contracts provide for the exchange of advertising air time
in lieu of cash payments for the rights to such programming. These contracts
are recorded as the programs are aired at the estimated fair value of the
advertising air time given in exchange for the program rights.
 
 Financial Instruments
 
   Financial instruments as of December 31, 1997 and 1998, consist of cash and
cash equivalents, trade accounts receivables, accounts payable and accrued
expenses, all of which the carrying amounts approximate fair value except.
 
                                      F-54
THE RICHMOND OPERATIONS OF SINCLAIR TELECABLE, INC.
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
 
                           December 31, 1997 and 1998
 
 
2. INTANGIBLE ASSETS:
 
   Intangible assets are being amortized on a straight-line basis over various
periods. The intangible asset balances and periods of amortization as of
December 31, 1997 and 1998, are as follows:
Period of
                                                 1997       1998    Amortization
                                              ---------- ---------- ------------
FCC broadcast license..................... $4,489,000 $4,489,000   15 Years
   Goodwill..................................     45,000     45,000   40 Years
   Debt financing............................     27,000     27,000 Life of Debt
   Organizational costs......................     99,000        --    5 Years
                                              ---------- ----------
     Total...................................  4,660,000  4,561,000
     Less: Accumulated amortization..........    595,000    869,000
                                              ---------- ----------
     Net intangible assets................... $4,065,000 $3,692,000
                                              ========== ==========
Amortization expense for the fiscal years ended December 31, 1997 and 1998,
was $306,000 and $373,000, respectively. During 1998, the Stations wrote off
approximately $69,000 of unamortized start-up costs.
 
3. INCOME TAXES:
 
   As the Stations' parent company is an S corporation, no provision for income
taxes has been included in the accompanying statements of operations.
 
4. COMMITMENTS:
 
   The Stations lease office space for its office and broadcast studios and a
tower site under operating leases which expire through January 1, 2020. Rent
expense for the years ended December 31, 1997 and 1998, was $152,000 and
$154,000, respectively. The future minimum rental payments for the next five
years are as follows:
Year
      ----
1999........................................................... $  185,000
      2000...........................................................    183,000
      2001...........................................................    189,000
      2002...........................................................    196,000
      2003...........................................................    104,000
      Thereafter.....................................................  1,335,000
5. PROFIT SHARING:
 
   Sinclair Telecable, Inc. has a 401(k) profit sharing plan for its employees.
Sinclair Telecable, Inc. can contribute to the plan at the discretion of its
Board of Directors. Sinclair Telecable, Inc. did not contribute to the plan
during fiscal year 1997 or 1998.
 
                                      F-55
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors and Stockholders of
Radio One, Inc.:
 
We have audited the accompanying combined balance sheet of the stations WKJS-FM
and WSOJ- FM of FM-100 (the Stations) as of December 31, 1998, and the related
combined statements of operations and changes in station deficit and cash flows
for the year then ended. These financial statements are the responsibility of
the Stations' management. Our responsibility is to express an opinion on these
financial statements based on our audit.
 
We conducted our audit 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 audit provides a reasonable basis
for our opinion.
 
The accompanying combined financial statements have been prepared from the
separate records maintained by the Stations and may not be indicative of the
conditions that would have existed or the results of operations had the
Stations been operated as an unaffiliated entity. As discussed in Note 1,
certain corporate overhead and other expenses represent allocations made by the
Stations' parent.
 
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of the stations WKJS-
FM and WSOJ-FM of FM-100, Inc., as of December 31, 1998, and the results of
their operations and their cash flows for the year then ended, in conformity
with generally accepted accounting principles.
 
                                                    /s/ Arthur Andersen LLP
 
Baltimore, Maryland,
 March 10, 1999
 
                                      F-56
STATIONS WKJS-FM AND WSOJ-FM OF FM 100 INC.
 
                             COMBINED BALANCE SHEET
 
                            AS OF DECEMBER 31, 1998
                                      ASSETS
CURRENT ASSETS:
 Cash and cash equivalents                                $   34,000
 Trade accounts receivable, net of allowance for doubtful
  accounts of $28,000                                        326,000
                                                          ----------
   Total current assets                                      360,000
PROPERTY AND EQUIPMENT, net                                1,079,000
INTANGIBLE ASSETS, net                                     3,343,000
                                                          ----------
   Total assets                                           $4,782,000
                                                          ==========
LIABILITIES AND STATION DEFICIT
CURRENT LIABILITIES:                                                
 Accounts payable and accrued expenses                    $  168,000
 Capital lease obligations                                    13,000
                                                          ----------
   Total current liabilities                                 181,000
LONG-TERM LIABILITIES:                                              
 Allocation of long-term debt                              5,000,000
 Capital lease obligations                                    49,000
                                                          ----------
   Total liabilities                                       5,230,000
COMMITMENTS AND CONTINGENCIES                                       
STATION DEFICIT                                             (448,000)
                                                          ----------
   Total liabilities and station deficit                  $4,782,000
                                                          ==========
The accompanying notes are an integral part of this combined balance sheet.
 
                                      F-57
STATIONS WKJS-FM AND WSOJ-FM OF FM 100 INC.
 
        COMBINED STATEMENT OF OPERATIONS AND CHANGES IN STATION DEFICIT
 
                      FOR THE YEAR ENDED DECEMBER 31, 1998
REVENUE:
 Broadcast revenue, including barter revenue of $169,000 $1,187,000
 Less: Agency commissions                                   125,000
                                                         ----------
   Net broadcast revenue                                  1,062,000
                                                         ----------
OPERATING EXPENSES:
 Program and technical                                      192,000
 Selling, general and administrative                        810,000
 Corporate allocations                                       15,000
 Depreciation and amortization                              416,000
                                                         ----------
   Total operating expenses                               1,433,000
                                                         ----------
   Operating loss                                          (371,000)
                                                         ----------
OTHER INCOME (EXPENSE):
 Interest expense                                          (500,000)
 Other income                                                21,000
                                                         ----------
   Total other income (expense), net                       (479,000)
                                                         ----------
   Net loss                                                (850,000)
STATION EQUITY, beginning of year                           177,000
NET TRANSFER FROM PARENT                                    225,000
                                                         ----------
STATION DEFICIT, end of year                             $ (448,000)
                                                         ==========
The accompanying notes are an integral part of this combined balance sheet.
 
                                      F-58
STATIONS WKJS-FM AND WSOJ-FM OF FM 100 INC.
 
                        COMBINED STATEMENT OF CASH FLOWS
 
                      FOR THE YEAR ENDED DECEMBER 31, 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                               $(850,000)
 Adjustments to reconcile net loss to net cash used in
  operating activities-
  Depreciation and amortization                           416,000
  Effect of change in operating assets and liabilities-
   Trade accounts receivable                             (257,000)
   Prepaid expenses and other                               3,000
   Accounts payable and accrued expenses                   99,000
                                                        ---------
    Net cash flows used in operating activities          (589,000)
                                                        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment                       (58,000)
                                                        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Net transfer from parent                                 225,000
 Proceeds from parent debt                                427,000
                                                        ---------
    Net cash flows from financing activities              652,000
                                                        ---------
INCREASE IN CASH                                            5,000
CASH, beginning of year                                    29,000
                                                        ---------
CASH, end of year                                       $  34,000
                                                        =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION:
 Cash paid for interest                                 $ 477,000
                                                        =========
The accompanying notes are an integral part of this combined balance sheet.
 
                                      F-59
STATIONS WKJS-FM AND WSOJ-FM OF FM 100 INC.
 
                     NOTES TO COMBINED FINANCIAL STATEMENTS
 
                               DECEMBER 31, 1998
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
Organization and Business
 
The radio stations, WKJS-FM and WSOJ-FM (the Stations) are broadcast in the
Richmond area. The combined financial statements of the Stations were formed
effective January 4, 1998, when FM 100, Inc. purchased station WKJS-FM for
$4,500,000. Station WSOJ-FM was owned by FM 100, Inc. since 1994.
 
In February 1999, FM 100, Inc. signed an agreement with Radio One, Inc. to sell
all tangible and intangible assets for approximately $12,000,000, subject to
certain earn-out adjustments. The sale is expected to close during 1999. The
accompanying combined financial statements include the assets, liabilities and
results of operations of those stations to be acquired by Radio One, Inc. and
were prepared from the financial statements of FM 100, Inc. All inter-station
transactions have been eliminated in consolidation.
 
The Stations have incurred an operating loss of $371,000 and a net loss of
$850,000 for the year ended December 31, 1998. Also, as of December 31, 1998,
the Stations had a station deficit of $448,000. These factors, along with
others could negatively impact future operations of the Stations.
 
Basis of Presentation
 
The accompanying combined financial statements are presented on the accrual
basis of accounting in accordance with generally accepted accounting
principles. 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 as of 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.
 
The Stations are allocated certain corporate expenses for services provided by
FM 100, Inc. based upon the percentage of revenue of each station to total
revenue of all stations operated by FM 100, Inc. Though management is of the
opinion that all allocations used are reasonable and appropriate, other
allocations might be used that could produce results substantially different
from those reflected herein and these cost allocations might not be indicative
of amounts which might be paid to unrelated parties for similar services if the
Stations had been operated on a stand-alone basis.
 
FM 100, Inc. corporate departmental expenses of $15,000 have been allocated to
the Stations during 1998 for accounting services and other miscellaneous
expenses.
 
                                      F-60
STATIONS WKJS-FM AND WSOJ-FM OF FM 100 INC.
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
 
Property and Equipment
 
Property and equipment are recorded at cost and are being depreciated on a
straight-line basis over various periods. The components of the Stations's
property and equipment as of December 31, 1998, are as follows:
Period of
                                                            1998    Depreciation
                                                         ---------- ------------
PROPERTY AND EQUIPMENT:
  Land.................................................. $  173,000         --
  Building..............................................    646,000   15 years
  Furniture and fixtures................................    211,000   10 years
  Broadcasting equipment................................    262,000    7 years
  Vehicles..............................................     17,000    5 years
                                                         ----------
                                                          1,309,000
  Less: Accumulated depreciation........................    230,000
                                                         ----------
    Property and equipment, net......................... $1,079,000
                                                         ==========
Depreciation expense for the fiscal year ended December 31, 1998, was $102,000.
 
Revenue Recognition
 
In accordance with industry practice, revenue for broadcast advertising is
recognized when the commercial is broadcast.
 
Barter Arrangements
 
Certain program contracts provide for the exchange of advertising air time in
lieu of cash payments for the rights to such programming. These contracts are
recorded as the programs are aired at the estimated fair value of the
advertising air time given in exchange for the program rights.
 
Financial Instruments
 
Financial instruments as of December 31, 1998, consist of cash and cash
equivalents, trade accounts receivables, accounts payable, accrued expenses,
long-term debt, and capital leases, all of which the carrying amounts
approximate fair value.
 
Supplemental Cash Flow Information
 
During 1998, FM 100, Inc. obtained a $5,000,000 loan from a bank of which
$4,500,000 was used to finance the purchase of WKJS-FM and $73,000 was used to
pay debt issuance cost. The remaining $427,000 transferred to the Stations for
operating purposes.
 
                                      F-61
STATIONS WKJS-FM AND WSOJ-FM OF FM 100 INC.
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
 
2. INTANGIBLE ASSETS:
 
Intangible assets are being amortized on a straight-line basis over various
periods. The intangible asset balances and periods of amortization as of
December 31, 1998, are as follows:
Period of
                                                            1998    Amortization
                                                         ---------- ------------
FCC broadcast license................................. $3,628,000   15 Years
  Debt financing........................................     73,000 Life of Debt
                                                         ----------
    Total...............................................  3,701,000
    Less: Accumulated amortization......................    358,000
                                                         ----------
    Net intangible assets............................... $3,343,000
                                                         ==========
Amortization expense for the fiscal year ended December 31, 1998, was $314,000.
 
3. LONG-TERM DEBT:
 
The acquisition of WKJS-FM was financed with $4,500,000 of debt which has been
allocated to the Stations. The debt accrued interest at 10% during 1998 and was
originally due January 6, 1999, and has been refinanced to be due January 6,
2000.
 
FM 100, Inc. has borrowed $500,000 from a bank which has been allocated down to
the Stations. The debt accrued interest at 10% during 1998 and was originally
due January 6, 1999 and has been refinanced to be due January 6, 2000.
 
As of December 31, 1998, the Stations had various capital leases for equipment.
 
4.  INCOME TAXES:
 
As the Stations' parent company is an S-Corporation, no provision for income
taxes has been included in the accompanying statements of operations.
 
5.  COMMITMENTS:
 
The Stations lease office space for their office and broadcast studios under an
operating lease which expires during 1999. Rent expense for the year ended
December 31, 1998, was $16,064. The future minimum rental payment is $9,311.
 
                                      F-62
[RADIO ONE LOGO]
PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 13. Other Expenses of Issuance and Distribution.
 
   The following table sets forth the estimated expenses to be incurred in
connection with the issuance and distribution of the securities being
registered, other than underwriting discounts and commissions, to be paid by
Radio One:
SEC registration fee..................................................  *
     Printing and engraving fees...........................................  *
     Legal fees and expenses...............................................  *
     Accounting fees and expenses..........................................  *
     Blue Sky fees and expenses............................................  *
     Trustee fees..........................................................  *
     Directors' and Officers' Insurance....................................  *
     Miscellaneous.........................................................  *
       Total............................................................... $
--------
*  To be filed by amendment
 
Item 14. Indemnification of Directors and Officers.
 
   Radio One's Amended and Restated By-Laws incorporate substantially the
provisions of the General Corporation Law of the State of Delaware (the "DGCL")
in providing for indemnification of directors and officers against expenses,
judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of the fact that
such person is or was an officer or director of Radio One. In addition, Radio
One is authorized to indemnify employees and agents of Radio One and may enter
into indemnification agreements with its directors and officers providing
mandatory indemnification to them to the maximum extent permissible under
Delaware law.
 
   Radio One's Amended and Restated Certificate of Incorporation provides that
Radio One shall indemnify (including indemnification for expenses incurred in
defending or otherwise participating in any proceeding) its directors and
officers to the fullest extent authorized or permitted by the DGCL, as it may
be amended, and that such right to indemnification shall continue as to a
person who has ceased to be a director or officer of Radio One and shall inure
to the benefit of his or her heirs, executors and administrators except that
such right shall not apply to proceedings initiated by such indemnified person
unless it is a successful proceeding to enforce indemnification or such
proceeding was authorized or consented to by the Board of Directors. Radio
One's Amended and Restated Certificate of Incorporation also specifically
provides for the elimination of the personal liability of a director to the
corporation and its stockholders for monetary damages for breach of fiduciary
duty as director. The provision is limited to monetary damages, applies only to
a director's actions while acting within his or her capacity as a director, and
does not entitle Radio One to limit director liability for any judgment
resulting from (a) any breach of the director's duty of loyalty to Radio One or
its stockholders; (b) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law; (c) paying an illegal
dividend or approving an illegal stock repurchase; or (d) any transaction from
which the director derived an improper benefit.
 
   Section 145 of the DGCL provides generally that a person sued (other than in
a derivative suit) as a director, officer, employee or agent of a corporation
may be indemnified by the corporation for reasonable expenses, including
counsel fees, if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that the person's conduct was unlawful. In the case
of a derivative suit, a director, officer, employee or agent of the corporation
may be indemnified by the corporation for reasonable expenses, including
attorneys' fees, if the person has acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no
 
                                      II-1
indemnification shall be made in the case of a derivative suit in respect of
any claim as to, which such director, officer, employee or agent has been
adjudged to be liable to the corporation unless the Delaware Court of Chancery
or the court in which such action or suit was brought shall determine that
such person is fairly and reasonably entitled to indemnity for proper
expenses. Indemnification is mandatory under section 145 of the DGCL in the
case of a director or officer who is successful on the merits in defense of a
suit against him.
 
   The Underwriting Agreement provides that the Underwriters are obligated,
under certain circumstances, to indemnify Radio One, the directors, certain
officers and controlling persons of Radio One, Inc. against certain
liabilities, including liabilities under the Securities Act. Reference is made
to the form of Underwriting Agreement filed as Exhibit 1.1 hereto.
 
   Radio One has entered into indemnification agreements with the directors
and certain officers pursuant to which Radio One has agreed to maintain
directors' and officers' insurance and to indemnify such officers to the
fullest extent permitted by applicable law except for certain claims described
therein. [Reference is made to the form of Director and Officer
Indemnification Agreement filed as Exhibit [to come] hereto.]
 
   Radio One maintains directors and officers liability insurance for the
benefit of its directors and certain of its officers.
 
Item 15. Recent Sales of Unregistered Securities.
 
   On May 15, 1997, Radio One issued approximately $85.0 million (aggregate
principal amount) of 12% senior subordinated notes to certain investors. Such
notes were offered pursuant to Rule 144A under the Securities Act.
 
   On       , Radio One issued approximately $        million of Series A and
Series B 15% senior cumulative preferred stock to certain investors. Such
shares were issued pursuant to the exemption from registration provided by
Section 4(2) of Securities Act.
 
   On January 25, 1999, Radio One issued an aggregate of     shares of Common
Stock to its Chief Financial Officer in connection with his employment
agreement. These shares were issued pursuant to the exemption from
registration provided by Rule 701 under the Securities Act.
 
   On February 25, 1999, pursuant to a plan of recapitalization, Radio One
issued to the holders of its Class A Common Stock, in exchange for all of the
outstanding shares of Class A Common Stock, 46.15 shares of Class B Common
Stock and 92.3 shares of Class C Common Stock. These shares were issued
pursuant to the exemption from registration provided by Section 4(2) of the
Securities Act.
 
   On March  , 1999, Radio One issued an aggregate of     shares of Common
Stock to the shareholders of ROA in connection with Radio One's acquisition of
ROA. These shares were issued pursuant to the exemption from registration
provided by Section 4(2) of the Securities Act.
 
Item 16. Exhibits and Financial Statement Schedules.
 
   (a) The following exhibits are filed as part of this registration
statement.
1.1    [Underwriting Agreement](/5/)
   3.1    Amended and Restated Certificate of Incorporation of Radio One, Inc.
   3.2    Amended and Restated By-laws of Radio One, Inc.
4.1(/1/)  Indenture dated as of May 15, 1997 among Radio One, Inc., Radio One Licenses,
          Inc. and United States Trust Company of New York.
--------
   (1) Incorporated by reference to Radio One's Annual Report on Form 10-K for
the period ended December 31, 1997 (File No. 333-30795; Film No. 98581327).
   (2) Incorporated by reference to Radio One's Current Report on Form 8-K
filed July 13, 1998 (File No. 333-30795; Film No. 98665139).
   (3) Incorporated by reference to Radio One's Current Report on Form 8-K
filed January 12, 1999 (File No. 333-30795; Film No. 99504706).
   (4) Incorporated by reference to Radio One's Quarterly Report on Form 10-Q
for the period ended June 30, 1998 (File No. 333-30795; Film No. 98688998).
   (5) To be filed by Amendment to this Registration Statement on Form S-1.
 
                                     II- 2
4.2(/2/)        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.
  4.3(/3/)        Second Supplemental Indenture dated as of December 23, 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., Allur-
                  Detroit, Allur Licenses, Inc., and United States Trust Company of New York, as
                  Trustee.
  4.4(/1/)        Purchase Agreement dated as of May 14, 1997 among Radio One, Inc., Radio One
                  Licenses, Inc., Credit Suisse First Boston Corporation and NationsBanc Capital
                  Markets, Inc.
  4.5(/1/)        Registration Rights Agreement dated as of May 14, 1997 among Radio One, Inc.,
                  Radio One Licenses, Inc., Credit Suisse First Boston Corporation and NationsBanc
                  Capital Markets, Inc.
  4.6(/1/)        Standstill Agreement dated as of May 19, 1997 among Radio One, Inc., Radio One
                  Licenses, Inc., NationsBank of Texas, N.A., United States Trust Company of New
                  York and the other parties thereto.
  4.7(/4/)        Standstill Agreement dated as of June 30, 1998 among Radio One, Inc., the
                  subsidiaries of Radio One, Inc., United States Trust Company of New York and the
                  other parties thereto.
  5.1(/5/)        Form of Opinion and consent of Kirkland & Ellis.
  8.1(/5/)        Form of Opinion and consent of Kirkland & Ellis.
 10.1(/1/)        Office Lease dated February 3, 1997 between National Life Insurance Company and
                  Radio One, Inc. for premises located at 5900 Princess Garden Parkway, Lanham,
                  Maryland, as amended on February 24, 1997.
 10.2(/1/)        Purchase Option Agreement dated February 3, 1997 between National Life Insurance
                  Company and Radio One, Inc. for the premises located at 5900 Princess Garden
                  Parkway, Lanham, Maryland.
 10.3(/1/)        Office Lease commencing November 1, 1993 between Chalrep Limited Partnership and
                  Radio One, Inc., with respect to the property located at 100 St. Paul Street,
                  Baltimore, Maryland.
 10.4(/1/)        Preferred Stockholders' Agreement dated as of May 14, 1997 among Radio One, Inc.,
                  Radio One Licenses, Inc. and the other parties thereto.
 10.5(/4/)        First Amendment to Preferred Stockholders' Agreement dated as of June 30, 1998
                  among Radio One, Inc., Radio One Licenses, Inc., and the other parties thereto.
 10.6             Second Amendment to Preferred Stockholders' Agreement dated as of November 23,
                  1998 among Radio One, Inc., Radio One Licenses, Inc. and the other parties
                  thereto.
 10.7             Third Amendment to Preferred Stockholders' Agreement dated as of December 23,
                  1998 among Radio One, Inc., Radio One Licenses, Inc. and the other parties
                  thereto.
 10.8             Fourth Amendment to Preferred Stockholders' Agreement dated as of December 31,
                  1998 among Radio One, Inc., Radio Once Licenses, Inc. and the other parties
                  thereto.
 10.9(/1/)        Warrantholders' Agreement dated as of June 6, 1995, as amended by the First
                  Amendment to Warrantholders' Agreement dated as of May 19, 1997, among Radio One,
                  Inc., Radio One Licenses, Inc. and the other parties thereto.
 10.10(/1/)       Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997, issued
                  to Syncom Capital Corporation.
 10.11(/1/)       Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997, issued
                  to Alliance Enterprise Corporation.
 10.12(/1/)       Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997, issued
                  to Greater Philadelphia Venture Capital Corporation, Inc.
 10.13(/1/)       Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997, issued
                  to Opportunity Capital Corporation.
 10.14(/1/)       Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997, issued
                  to Capital Dimensions Venture Fund, Inc.
--------
   (1) Incorporated by reference to Radio One's Annual Report on Form 10-K for
the period ended December 31, 1997 (File No. 333-30795; Film No. 98581327).
   (2) Incorporated by reference to Radio One's Current Report on Form 8-K
filed July 13, 1998 (File No. 333-30795; Film No. 98665139).
   (3) Incorporated by reference to Radio One's Current Report on Form 8-K
filed January 12, 1999 (File No. 333-30795; Film No. 99504706).
   (4) Incorporated by reference to Radio One's Quarterly Report on Form 10-Q
for the period ended June 30, 1998 (File No. 333-30795; Film No. 98688998).
   (5) To be filed by Amendment to this Registration Statement on Form S-1.
 
                                     II-3
10.15(/1/)    Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997, issued
              to TSG Ventures Inc.
10.16(/1/)    Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997, issued
              to Fulcrum Venture Capital Corporation.
10.17(/1/)    Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997, issued
              to Alta Subordinated Debt Partners III, L.P.
10.18(/1/)    Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997, issued
              to BancBoston Investments, Inc.
10.19(/1/)    Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997, issued
              to Grant M. Wilson.
10.20(/4/)    Credit Agreement dated June 30, 1998 among Radio One, Inc., as the borrower and
              NationsBank, N.A., as Documentation Agent and Credit Suisse First Boston as the
              Agent.
10.21(/1/)    Management Agreement dated as of August 1, 1996 by and between Radio One, Inc.
              and Radio One of Atlanta, Inc.
10.22(/1/)    Fifth Amendment dated as of July 31, 1997 to that certain Letter of Intent dated
              March 12, 1997 by and* between Radio One, Inc. and Allied Capital Financial
              Corporation, as amended.
10.23(/1/)    Sixth Amendment dated as of September 8, 1997 to that certain Letter of Intent
              dated March 12, 1997 by and between Radio One, Inc. and Allied Capital Financial
              Corporation, as amended.
10.24(/1/)    Time Management and Services Agreement dated March 17, 1998, among WYCB
              Acquisition Corporation, Broadcast Holdings, Inc., and Radio One, Inc.
10.25(/1/)    Stock Purchase Agreement dated December 23, 1997, between the shareholders of
              Bell Broadcasting Company and Radio One, Inc.
10.26(/1/)    Option and Stock Purchase Agreement dated November 19, 1997, among Allied Capital
              Financial Corporation, G. Cabell Williams III, Broadcast Holdings, Inc. and WYCB
              Acquisition Corporation.
10.27(/1/)    Amended and Restated Warrant of Radio One, Inc., dated January 9, 1998, issued to
              TSG Ventures L.P.
10.28(/1/)    Stock Purchase Warrant of Radio One, Inc., dated March 16, 1998 issued to Allied
              Capital Financial Corporation.
10.29(/1/)    Amended and Restated Credit Agreement dated May 19, 1997 among several lenders,
              NationsBank of Texas, N.A. and Radio One, Inc.
10.30(/1/)    First Amendment to Credit Agreement dated December 31, 1997 among several
              lenders, NationsBank of Texas, N.A. and Radio One, Inc.
10.31(/1/)    Amendment to Preferred Stockholders' Agreement dated as of December 31, 1997
              among Radio One, Inc., Radio One Licenses, Inc. and the other parties thereto.
10.32(/1/)    Assignment and Assumption Agreement dated October 23, 1997, between Greater
              Philadelphia Venture Capital Corporation, Inc. and Alfred C. Liggins, III.
10.33(/1/)    Agreement dated February 20, 1998 between WUSQ License Limited Partnership and
              Radio One, Inc.
10.34(/4/)    Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998 issued
              to Capital Dimensions Venture Fund Inc.
10.35(/4/)    Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998 issued
              to Fulcrum Venture Capital Corporation.
10.36(/4/)    Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998 issued
              to Syncom Capital Corporation.
10.37(/4/)    Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998 issued
              to Alfred C. Liggins, III.
10.38(/4/)    Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998 issued
              to TSG Ventures L.P.
10.39(/4/)    Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998 issued
              to Alliance Enterprise Corporation.
10.41(/4/)    Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998 issued
              to Alta Subordinated Debt Partners III, L.P.
--------
   (1) Incorporated by reference to Radio One's Annual Report on Form 10-K for
the period ended December 31, 1997 (File No. 333-30795; Film No. 98581327).
   (2) Incorporated by reference to Radio One's Current Report on Form 8-K
filed July 13, 1998 (File No. 333-30795; Film No. 98665139).
   (3) Incorporated by reference to Radio One's Current Report on Form 8-K
filed January 12, 1999 (File No. 333-30795; Film No. 99504706).
   (4) Incorporated by reference to Radio One's Quarterly Report on Form 10-Q
for the period ended June 30, 1998 (File No. 333-30795; Film No. 98688998).
   (5) To be filed by Amendment to this Registration Statement on Form S-1.
 
                                     II-4
10.42(/4/)     Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998 issued
              to BancBoston Investments Inc.
10.43(/4/)    Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998 issued
              to Grant M. Wilson.
10.44(/5/)    [Merger Agreement relating to the acquisition of Radio One of Atlanta, Inc.]
10.45(/5/)    Asset Purchase Agreement dated as of November 23, 1998 relating to the
              acquisition of
              WFUN- FM, licensed to Bethalto, Illinois.
10.46(/5/)    [Asset Purchase Agreement relating to the Acquisition of WENZ-FM and WERE-AM,
              both licensed to Cleveland, Ohio.]
10.47(/5/)    Asset Purchase Agreement dated as of February 10, 1999 relating to the
              acquisition of WDYL-FM, licensed to Chester, Virginia.
10.48(/5/)    Asset Purchase Agreement dated as of February 26, 1999 relating to the
              acquisition of WJKS-FM, licensed to Crewe Virginia, and WSOJ-FM, licensed
              Petersburg, Virginia.
10.49(/5/)    [Asset Purchase Agreement relating to the acquisition of WCDX-FM, licensed to
              Mechanicsville, Virginia, WPLZ-FM, licensed to Petersburg, Virginia, WJRV-FM
              licensed to Richmond, Virginia, and WGCV-AM licensed to Petersburg, Virginia.]
   21.1       Subsidiaries of Radio One, Inc.
   23.1       Consent of Arthur Andersen, L.L.P.
   23.2       Consent of Mitchell & Titus, L.L.P.
23.3(/5/)     Consent of Kirkland & Ellis (included in Exhibit 5.1).
23.4(/5/)     Consent of Kirkland & Ellis (included in Exhibit 8.1).
   27.1       Financial Data Schedule (included on pages S1-S3).
   99.1       Form of Letter of Transmittal.
--------
   (1) Incorporated by reference to Radio One's Annual Report filed on Form
10-K for the period ended December 31, 1997 (File No. 333-30795; Film No.
98581327).
   (2) Incorporated by reference to Radio One's Current Report on Form 8-K
filed July 13, 1998 (File No. 333-30795; Film No. 98665139).
   (3) Incorporated by reference to Radio One's Current Report on Form 8-K
filed January 12, 1999 (File No. 333-30795; Film No. 99504706).
   (4) Incorporated by reference to Radio One's Quarterly Report on Form 10-Q
for the period ended June 30, 1998 (File No. 333-30795; Film No. 98688998).
   (5) To be filed by Amendment to this Registration Statement on Form S-1.
 
Item 17. Undertakings.
 
   Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to provisions described in Item 14 above, or otherwise,
the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of such issue.
 
   The undersigned registrant hereby undertakes that:
 
     (1) For purposes of determining any liability under the Securities Act,
  the information omitted from the form of prospectus filed as part of this
  registration statement in reliance upon Rule 430A and contained in the 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 this
  registration statement as of the time it was declared effective.
 
     (2) For the purpose of determining any liability under the Securities
  Act, each post-effective amendment that contains a form of prospectus shall
  be deemed to be a new registration statement relating
 
                                     II-5
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.
 
   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.
 
                                      II-6
SIGNATURES
 
   Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Lanham, Maryland on
March 12, 1999.
 
                                             RADIO ONE, INC.
 
                                          BY:  __ /s/ Alfred C. Liggins, II____I
                                          Name: Alfred C. Liggins, III
                                          Title:
                                               President and Chief Executive
                                               Officer
 
                                      II-7
POWER OF ATTORNEY AND SIGNATURES
 
   We, the undersigned officers and directors of Radio One, Inc., hereby
severally constitute and appoint Alfred C. Liggins, III and Scott R. Royster
and each of them singly, our true and lawful attorneys, with full power to them
and each of them singly, to sign for us in our names in the capacities
indicated below, all pre-effective and post-effective amendments to this
Registration Statement (or any other registrar on statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act), and generally to do all things in our names and on our behalf
in such capacities to enable Radio One, Inc. to comply with the provisions of
the Securities Act, as amended, and all requirements of the SEC.
 
   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.
 
                                Radio One, Inc.
Signature                         Title(s)                     Date
        ---------                         --------                     ----
_/s/ Catherine L. Hughe___s Chairperson of the Board of Directors March 12, 1999
   Catherine L. Hughes
____/s/ Terry L. Jone_____s Director                              March 12, 1999
      Terry L. Jones
___/s/ Brian W. McNeill___  Director                              March 12, 1999
     Brian W. McNeill
/s/ Alfred C. Liggins, II_I President and Chief Executive Officer March 12, 1999
  Alfred C. Liggins, III     (Principal Executive Officer)
                             and Director
___/s/ Scott R. Royste____r Executive Vice President and          March 12, 1999
     Scott R. Royster        Chief Financial Officer
                             (Principal Financial and
                             Accounting Officer)
II-8
RADIO ONE, INC. AND SUBSIDIARIES
                               INDEX TO SCHEDULES
Page
                                                                            ----
Report of Independent Public Accountants................................... S-2
Schedule II - Valuation and Qualifying Accounts............................ S-3
S-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors and Stockholders of
 Radio One, Inc.
 
   We have audited in accordance with generally accepted auditing standards,
the consolidated balance sheets and statements of operations, changes in
stockholders' deficit and cash flows of Radio One, Inc. and subsidiaries (the
Company) included in this registration statement and have issued our report
thereon dated       . 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 accompanying index is the responsibility of the Company's management and
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 audit of
the basic financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
 
Baltimore, Maryland,
    , 1999
 
                                      S-2
RADIO ONE, INC. AND SUBSIDIARIES SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
      FOR THE YEARS ENDED DECEMBER 31, 1996, 1997, and 1998 (IN THOUSANDS)
Balance at Additions    Acquired              Balance
                         Beginning  Charged to     from                at End
      Description         of Year    Expense   Acquisitions Deductions of Year
      -----------        ---------- ---------- ------------ ---------- -------
ALLOWANCE FOR DOUBTFUL
 ACCOUNTS:
  1996..................   $ 669      $ 628       $ --        $ 532     $ 765
  1997..................     765        894         --          755       904
  1998..................     904      1,942         258       1,861     1,243
TAX VALUATION RESERVE:
  1996..................   1,067        --          --        1,067       --
  1997..................     --       2,058         --          --      2,058
  1998..................   2,058        --          --        2,058       --
S-3
EXHIBIT INDEX
Exhibit No.                                   Description
 -----------                                   -----------
1.1        [Underwriting Agreement](/5/)
  3.1        Amended and Restated Certificate of Incorporation of Radio One, Inc.
  3.2        Amended and Restated By-laws of Radio One, Inc.
  4.1(/1/)   Indenture dated as of May 15, 1997 among Radio One, Inc., Radio One Licenses,
             Inc. and United States Trust Company of New York.
  4.2(/2/)   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.
  4.3(/3/)   Second Supplemental Indenture dated as of December 23, 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., Allur-
             Detroit, Allur Licenses, Inc., and United States Trust Company of New York, as
             Trustee.
  4.4(/1/)   Purchase Agreement dated as of May 14, 1997 among Radio One, Inc., Radio One
             Licenses, Inc., Credit Suisse First Boston Corporation and NationsBanc Capital
             Markets, Inc.
  4.5(/1/)   Registration Rights Agreement dated as of May 14, 1997 among Radio One, Inc.,
             Radio One Licenses, Inc., Credit Suisse First Boston Corporation and
             NationsBanc Capital Markets, Inc.
  4.6(/1/)   Standstill Agreement dated as of May 19, 1997 among Radio One, Inc., Radio One
             Licenses, Inc., NationsBank of Texas, N.A., United States Trust Company of New
             York and the other parties thereto.
  4.7(/4/)   Standstill Agreement dated as of June 30, 1998 among Radio One, Inc., the
             subsidiaries of Radio One, Inc., United States Trust Company of New York and
             the other parties thereto.
  5.1(/5/)   Form of Opinion and consent of Kirkland & Ellis.
  8.1(/5/)   Form of Opinion and consent of Kirkland & Ellis.
 10.1(/1/)   Office Lease dated February 3, 1997 between National Life Insurance Company and
             Radio One, Inc. for premises located at 5900 Princess Garden Parkway, Lanham,
             Maryland, as amended on February 24, 1997.
 10.2(/1/)   Purchase Option Agreement dated February 3, 1997 between National Life
             Insurance Company and Radio One, Inc. for the premises located at 5900 Princess
             Garden Parkway, Lanham, Maryland.
 10.3(/1/)   Office Lease commencing November 1, 1993 between Chalrep Limited Partnership
             and Radio One, Inc., with respect to the property located at 100 St. Paul
             Street, Baltimore, Maryland.
 10.4(/1/)   Preferred Stockholders' Agreement dated as of May 14, 1997 among Radio One,
             Inc., Radio One Licenses, Inc. and the other parties thereto.
 10.5(/4/)   First Amendment to Preferred Stockholders' Agreement dated as of June 30, 1998
             among Radio One, Inc., Radio One Licenses, Inc., and the other parties thereto.
    10.6     Second Amendment to Preferred Stockholders' Agreement dated as of November 23,
             1998 among Radio One, Inc., Radio One Licenses, Inc. and the other parties
             thereto.
    10.7     Third Amendment to Preferred Stockholders' Agreement dated as of December 23,
             1998 among Radio One, Inc., Radio One Licenses, Inc. and the other parties
             thereto.
    10.8     Fourth Amendment to Preferred Stockholders' Agreement dated as of December 31,
             1998 among Radio One, Inc., Radio Once Licenses, Inc. and the other parties
             thereto.
Page
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   (1) Incorporated by reference to Radio One's Annual Report on Form 10-K for
the period ended December 31, 1997 (File No. 333-30795; Film No. 98581327).
   (2) Incorporated by reference to Radio One's Current Report on Form 8-K
filed July 13, 1998 (File No. 333-30795; Film No. 98665139).
   (3) Incorporated by reference to Radio One's Current Report on Form 8-K
filed January 12, 1999 (File No. 333-30795; Film No. 99504706).
   (4) Incorporated by reference to Radio One's Quarterly Report on Form 10-Q
for the period ended June 30, 1998 (File No. 333-30795; Film No. 98688998).
   (5) To be filed by Amendment to this Registration Statement on Form S-1.
Exhibit No.            Description
 -----------            -----------
10.9(/1/)   Warrantholders' Agreement dated as of June 6, 1995, as amended by the First
             Amendment to Warrantholders' Agreement dated as of May 19, 1997, among Radio
             One, Inc., Radio One Licenses, Inc. and the other parties thereto.
 10.10(/1/)  Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997,
             issued to Syncom Capital Corporation.
 10.11(/1/)  Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997,
             issued to Alliance Enterprise Corporation.
 10.12(/1/)  Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997,
             issued to Greater Philadelphia Venture Capital Corporation, Inc.
 10.13(/1/)  Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997,
             issued to Opportunity Capital Corporation.
 10.14(/1/)  Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997,
             issued to Capital Dimensions Venture Fund, Inc.
 10.15(/1/)  Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997,
             issued to TSG Ventures Inc.
 10.16(/1/)  Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997,
             issued to Fulcrum Venture Capital Corporation.
 10.17(/1/)  Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997,
             issued to Alta Subordinated Debt Partners III, L.P.
 10.18(/1/)  Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997,
             issued to BancBoston Investments, Inc.
 10.19(/1/)  Amended and Restated Warrant of Radio One, Inc. dated as of May 19, 1997,
             issued to Grant M. Wilson.
 10.20(/4/)  Credit Agreement dated June 30, 1998 among Radio One, Inc., as the borrower and
             NationsBank, N.A., as Documentation Agent and Credit Suisse First Boston as the
             Agent.
 10.21(/1/)  Management Agreement dated as of August 1, 1996 by and between Radio One, Inc.
             and Radio One of Atlanta, Inc.
 10.22(/1/)  Fifth Amendment dated as of July 31, 1997 to that certain Letter of Intent
             dated March 12, 1997 by and* between Radio One, Inc. and Allied Capital
             Financial Corporation, as amended.
 10.23(/1/)  Sixth Amendment dated as of September 8, 1997 to that certain Letter of Intent
             dated March 12, 1997 by and between Radio One, Inc. and Allied Capital
             Financial Corporation, as amended.
 10.24(/1/)  Time Management and Services Agreement dated March 17, 1998, among WYCB
             Acquisition Corporation, Broadcast Holdings, Inc., and Radio One, Inc.
 10.25(/1/)  Stock Purchase Agreement dated December 23, 1997, between the shareholders of
             Bell Broadcasting Company and Radio One, Inc.
 10.26(/1/)  Option and Stock Purchase Agreement dated November 19, 1997, among Allied
             Capital Financial Corporation, G. Cabell Williams III, Broadcast Holdings, Inc.
             and WYCB Acquisition Corporation.
 10.27(/1/)  Amended and Restated Warrant of Radio One, Inc., dated January 9, 1998, issued
             to TSG Ventures L.P.
 10.28(/1/)  Stock Purchase Warrant of Radio One, Inc., dated March 16, 1998 issued to
             Allied Capital Financial Corporation.
 10.29(/1/)  Amended and Restated Credit Agreement dated May 19, 1997 among several lenders,
             NationsBank of Texas, N.A. and Radio One, Inc.
Page
 -----------                                                                       ----
--------
   (1) Incorporated by reference to Radio One's Annual Report on Form 10-K for
the period ended December 31, 1997 (File No. 333-30795; Film No. 98581327).
   (2) Incorporated by reference to Radio One's Current Report on Form 8-K
filed July 13, 1998 (File No. 333-30795; Film No. 98665139).
   (3) Incorporated by reference to Radio One's Current Report on Form 8-K
filed January 12, 1999 (File No. 333-30795; Film No. 99504706).
   (4) Incorporated by reference to Radio One's Quarterly Report on Form 10-Q
for the period ended June 30, 1998 (File No. 333-30795; Film No. 98688998).
   (5) To be filed by Amendment to this Registration Statement on Form S-1.
Exhib No.              Description
 ----------             -----------
10.30(/1/) First Amendment to Credit Agreement dated December 31, 1997 among several
            lenders, NationsBank of Texas, N.A. and Radio One, Inc.
 10.31(/1/) Amendment to Preferred Stockholders' Agreement dated as of December 31, 1997
            among Radio One, Inc., Radio One Licenses, Inc. and the other parties thereto.
 10.32(/1/) Assignment and Assumption Agreement dated October 23, 1997, between Greater
            Philadelphia Venture Capital Corporation, Inc. and Alfred C. Liggins, III.
 10.33(/1/) Agreement dated February 20, 1998 between WUSQ License Limited Partnership and
            Radio One, Inc.
 10.34(/4/) Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998
            issued to Capital Dimensions Venture Fund Inc.
 10.35(/4/) Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998
            issued to Fulcrum Venture Capital Corporation.
 10.36(/4/) Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998
            issued to Syncom Capital Corporation.
 10.37(/4/) Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998
            issued to Alfred C. Liggins, III.
 10.38(/4/) Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998
            issued to TSG Ventures L.P.
 10.39(/4/) Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998
            issued to Alliance Enterprise Corporation.
 10.41(/4/) Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998
            issued to Alta Subordinated Debt Partners III, L.P.
 10.42(/4/) Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998
            issued to BancBoston Investments Inc.
 10.43(/4/) Amended and Restated Warrant of Radio One, Inc. dated as of June 30, 1998
            issued to Grant M. Wilson.
 10.44(/5/) [Merger Agreement relating to the acquisition of Radio One of Atalanta, Inc.]
 10.45(/5/) Asset Purchase Agreement dated as of November 23, 1998 relating to the
            acquisition of
            WFUN- FM, licensed to Bethalto, Illinois.
 10.46(/5/) [Asset Purchase Agreement relating to the Acquisition of WENZ-FM and WERE-AM,
            both licensed to Cleveland, Ohio.]
 10.47(/5/) Asset Purchase Agreement dated as of February 10, 1999 relating to the
            acquisition of WDYL-FM, licensed to Chester, Virginia.
 10.48(/5/) Asset Purchase Agreement dated as of February 26, 1999 relating to the
            acquisition of WJKS-FM, licensed to Crewe Virginia, and WSOJ-FM, licensed
            Petersburg, Virginia.
 10.49(/5/) [Asset Purchase Agreement relating to the acquisition of WCDX-FM, licensed to
            Mechanicsville, Virginia, WPLZ-FM, licensed to Petersburg, Virginia, WJRV-FM
            licensed to Richmond, Virginia, and WGCV-AM licensed to Petersburg, Virginia.]
     21.1   Subsidiaries of Radio One, Inc.
     23.1   Consent of Arthur Andersen, L.L.P.
     23.2   Consent of Mitchell & Titus, L.L.P.
 23.3(/5/)  Consent of Kirkland & Ellis (included in Exhibit 5.1).
 23.4(/5/)  Consent of Kirkland & Ellis (included in Exhibit 8.1).
     27.1   Financial Data Schedule (included on pages S1-S3).
     99.1   Form of Letter of Transmittal.
Page
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--------
   (1) Incorporated by reference to Radio One's Annual Report on Form 10-K for
the period ended December 31, 1997 (File No. 333-30795; Film No. 98581327).
   (2) Incorporated by reference to Radio One's Current Report on Form 8-K
filed July 13, 1998 (File No. 333-30795; Film No. 98665139).
   (3) Incorporated by reference to Radio One's Current Report on Form 8-K
filed January 12, 1999 (File No. 333-30795; Film No. 99504706).
   (4) Incorporated by reference to Radio One's Quarterly Report on Form 10-Q
for the period ended June 30, 1998 (File No. 333-30795; Film No. 98688998).
   (5) To be filed by Amendment to this Registration Statement on Form S-1.