Delaware		52-1166660
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Class		Outstanding at November 05, 2002
Class A Common Stock, $.001 Par Value		22,396,962
Class B Common Stock, $.001 Par Value		2,867,463
Class C Common Stock, $.001 Par Value		3,132,458
Class D Common Stock, $.001 Par Value		76,156,212

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PART I.		FINANCIAL INFORMATION
Item 1.		Financial Statements		3
		Consolidated Balance Sheets as of December 31, 2001 and September 30, 2002 (Unaudited)		4
		Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2001 and 2002 (Unaudited)		5
		Consolidated Statements of Changes in Stockholders’ Equity for the Year Ended December 31, 2001 and for the Nine Months Ended September 30, 2002 (Unaudited)		6
		Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2001 and 2002 (Unaudited)		7
		Notes to Consolidated Financial Statements (unaudited)		8
		Consolidating Financial Statements (unaudited)		11
		Consolidating Balance Sheet as of December 31, 2001		12
		Consolidating Balance Sheet as of September 30, 2002		13
		Consolidating Statement of Operations for the Three Months Ended September 30, 2001 (Unaudited)		14
		Consolidating Statement of Operations for the Three Months Ended September 30, 2002 (Unaudited)		15
		Consolidating Statement of Operations for the Nine Months Ended September 30, 2001 (Unaudited)		16
		Consolidating Statement of Operations for the Nine Months Ended September 30, 2002 (Unaudited)		17
		Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2001 (Unaudited)		18
		Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2002 (Unaudited)		19
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
PART II.		OTHER INFORMATION
Item 1.		Legal Proceedings		31
Item 2.		Changes in Securities and Use of Proceeds		31
Item 3.		Defaults Upon Senior Securities		31
Item 4.		Submission of Matters to a Vote of Security Holders		31
Item 5.		Other Information		31
Item 6.		Exhibits and Reports on Form 8-K		31
SIGNATURE				33

		December 31, 2001				September 30, 2002
						(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	32,115,000			$	65,915,000
Trade accounts receivable, net of allowance for doubtful accounts of $6,668,000 and $5,067,000, respectively			56,682,000				64,237,000
Prepaid expenses and other			2,441,000				2,314,000
Income tax receivable			3,200,000				3,089,000
Deferred income tax asset			3,465,000				3,465,000
Total current assets			97,903,000				139,020,000
PROPERTY AND EQUIPMENT, NET			39,446,000				41,333,000
INTANGIBLE ASSETS, NET			1,776,201,000				1,786,133,000
OTHER ASSETS			10,365,000				8,312,000
Total assets		$	1,923,915,000			$	1,974,798,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable		$	7,782,000			$	7,690,000
Accrued expenses			38,370,000				30,446,000
Fair value of derivative instruments			13,439,000				4,344,000
Other current liabilities			2,491,000				2,349,000
Current portion of long-term debt			—				39,375,000
Total current liabilities			62,082,000				84,204,000
LONG-TERM DEBT, net of current portion			780,022,000				610,626,000
DEFERRED INCOME TAX LIABILITY			28,864,000				34,493,000
Total liabilities			870,968,000				729,323,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Convertible preferred stock, $.001 par value, 1,000,000 shares authorized and 310,000 shares issued and outstanding; liquidation preference of $1,000 per share plus cumulative dividends at 6.5% per year, unpaid dividends were $4,198,000 as of December 31, 2001 and September 30, 2002			—				—
Common stock—Class A, $.001 par value, 30,000,000 shares authorized, 22,389,000 and 22,397,000 shares issued and outstanding			23,000				23,000
Common stock—Class B, $.001 par value, 150,000,000 shares authorized, 2,867,000 shares issued and outstanding			3,000				3,000
Common stock—Class C, $.001 par value, 150,000,000 shares authorized, 3,132,000 shares issued and outstanding			3,000				3,000
Common stock—Class D, $.001 par value, 150,000,000 shares authorized, 65,826,000 and 76,150,000 shares issued and outstanding			66,000				76,000
Accumulated other comprehensive income			(9,053,000	)			(3,429,000	)
Stock subscriptions receivable			(31,666,000	)			(32,975,000	)
Additional paid-in capital			1,208,652,000				1,407,895,000
Accumulated deficit			(115,081,000	)			(126,121,000	)
Total stockholders’ equity			1,052,947,000				1,245,475,000
Total liabilities and stockholders’ equity		$	1,923,915,000			$	1,974,798,000

		Three Months Ended September 30,								Nine Months Ended September 30,
		2001				2002				2001				2002
		(Unaudited)								(Unaudited)
REVENUE:
Broadcast revenue, including barter revenue of $932,000, $1,076,000, $2,136,000 and $2,782,000, respectively		$	75,033,000			$	91,279,000			$	200,236,000			$	248,251,000
Less: agency commissions			8,827,000				10,810,000				23,820,000				29,306,000
Net broadcast revenue			66,206,000				80,469,000				176,416,000				218,945,000
OPERATING EXPENSES:
Program and technical, exclusive of depreciation and amortization, shown separately below			10,531,000				12,699,000				28,538,000				36,805,000
Selling, general and administrative			21,238,000				24,665,000				57,444,000				69,787,000
Corporate expenses			2,353,000				3,245,000				5,876,000				9,002,000
Non-cash compensation			238,000				352,000				713,000				994,000
Depreciation and amortization			31,662,000				4,156,000				94,037,000				12,929,000
Total operating expenses			66,022,000				45,117,000				186,608,000				129,517,000
Operating income (loss)			184,000				35,352,000				(10,192,000	)			89,428,000
INTEREST EXPENSE, including amortization of deferred financing costs			15,993,000				14,331,000				46,411,000				46,058,000
(LOSS) GAIN ON SALE OF ASSETS, net			(44,000	)			—				4,228,000				—
OTHER INCOME (EXPENSE), net			630,000				(52,000	)			630,000				1,013,000
(Loss) income before (benefit) provision for income taxes, extraordinary item, and cumulative effect of accounting change			(15,223,000	)			20,969,000				(51,745,000	)			44,383,000
(BENEFIT) PROVISION FOR INCOME TAXES			(5,134,000	)			8,178,000				(17,076,000	)			17,089,000
(LOSS) INCOME BEFORE EXTRAORDINARY LOSS AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE			(10,089,000	)			12,791,000				(34,669,000	)			27,294,000
EXTRAORDINARY LOSS ON DEBT RETIREMENT, net of taxes of $2,564,000			—				—				5,207,000				—
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, net of taxes of $14,542,000			—				—				—				23,229,000
NET (LOSS) INCOME		$	(10,089,000	)		$	12,791,000			$	(39,876,000	)		$	4,065,000
NET (LOSS) INCOME APPLICABLE TO COMMON STOCKHOLDERS		$	(15,124,000	)		$	7,756,000			$	(54,981,000	)		$	(11,040,000	)
BASIC AND DILUTED (LOSS) INCOME PER COMMON SHARE:
(Loss) income before extraordinary loss and cumulative effect of accounting change		$	(0.16	)		$	0.07			$	(0.56	)		$	0.12