UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(Mark One)

 X           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1998

                                       OR

___         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ___________ to ____________.

                        Commission File Number: 333-44177


                            BRILL MEDIA COMPANY, LLC
             (Exact name of registrant as specified in its charter)

                               Virginia 52-2071822
            (State of Formation) (I.R.S. Employer Identification No.)

                                 (812) 423-6200
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

_X_ YES  ___  NO

          STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY
                        NON-AFFILIATES OF THE REGISTRANT

                                      None

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>


                                TABLE OF CONTENTS

PART NO.   ITEM NO.                                                     Page No.
--------   --------                                                     --------

  I          1        Business                                              3

             2        Properties                                           19

             3        Legal Proceedings                                    20

             4        Submission of Matters to a Vote
                      of Security Holders                                  20

  II         5        Market for the Registrant's
                      Common Equity and Related
                      Stockholder Matters                                  20

             6        Selected Financial Data                              21

             7        Management's Discussion and
                      Analysis of Financial Condition
                      and Results of Operations                            23

             7A       Quantitative and Qualitative
                      Disclosures About Market Risk                        30

             8        Financial Statements and
                      Supplementary Data                                   31

             9        Changes in and Disagreements
                      with Accountants on Accounting
                      and Financial Disclosure                             53

  III       10        Directors and Executive Officers
                      of the Registrant                                    54

            11        Executive Compensation                               56

            12        Security Ownership of Certain
                      Beneficial Owners and Management                     58

            13        Certain Relationships and
                      Related Transactions                                 58

  IV        14        Exhibits, Financial Statement
                      Schedules, and Reports on
                      Form 8-K                                             60


                                      -2-

<PAGE>

PART I

ITEM 1.  BUSINESS

General

     Brill Media Company,  LLC, a Virginia  limited  liability  company ("BMC"),
collectively with its direct and indirect subsidiaries (the "Subsidiaries"),  is
referred  to  herein  as the  "Company."  The  Company  is a  diversified  media
enterprise  that  acquires,  develops,  manages,  and operates  radio  stations,
newspapers and related businesses in middle markets. The Company presently owns,
operates,  or manages  fifteen  radio  stations  (the  "Stations")  serving five
markets     located     in     Pennsylvania,     Kentucky/Indiana,     Colorado,
Minnesota/Wisconsin,  and Missouri.  The  Company's  newspaper  businesses  (the
"Newspapers")  operate  integrated  newspaper  publishing,  printing  and  print
advertising  distribution  operations,  providing total-market print advertising
coverage  throughout  a  thirty-one-county  area in central  and  north-central
portions of the lower peninsula of Michigan. This operation offers a two-edition
daily newspaper,  twenty-two weekly publications, web offset printing operations
for Newspapers'  publications and outside  customers,  and private  distribution
systems.  The Company is wholly owned indirectly by Alan R. Brill ("Mr. Brill"),
who founded the business and began its operations in 1981. The Company's overall
operations, including its sales and marketing strategy, long-range planning, and
management support services are managed by Brill Media Company,  L.P. ("BMCLP"),
a limited  partnership  indirectly  owned by Mr.  Brill.  See "Item 13.  Certain
Relationships and Related Transactions".

     The Company generally considers radio "middle markets" to be markets ranked
80 to 200 by the Arbitron Company  ("Arbitron").  The Company  considers "middle
markets" for purposes of its newspaper  operations to be generally comparable to
the smaller markets in such range.


Pending Transactions

     Subsidiaries  of the Company have entered into agreements to (i) sell three
radio stations in central Missouri (the "Missouri  Properties") and (ii) buy one
radio station in Loveland,  Colorado. These transactions are described in Note 3
to the financial  statements  included in this Report and are referred to herein
as the "Pending Transactions."



                                      -3-

<PAGE>

Radio Stations Overview

     Unless  otherwise  indicated  herein,  audience  ratings  and market  radio
advertising  revenues have been obtained  from  INVESTING IN RADIO,  1997 MARKET
REPORT--THIRD  EDITION,  BIA Publications Inc. ("BIA").  Revenue rankings in the
Company's radio markets have been derived by comparing the Company's revenues in
each  market  to the  revenues  for the  Company's  competitors  (utilizing  the
estimated  revenues for each competing radio station as provided by BIA).  Metro
rank for the Company's  markets have been obtained from Arbitron's  RADIO MARKET
REPORT.

     Audience  rankings for the Fort  Collins/Greeley/Loveland,  Colorado market
("Fort  Collins")  have been taken from ARBITRON  RADIO CUSTOM SURVEY RADIO AREA
REPORT,  FALL 1997. No published market revenues or revenue rankings on the Fort
Collins  market is  available,  and market  revenues and revenue  ranking in the
market  have  been  estimated  by  the  Company,  without  the  benefit  of  any
independent investigation or confirmation, on the basis of its knowledge of each
market and  published  retail sales  statistics.  The Missouri  Properties  have
operated  pursuant  to TBAs (as  defined  below)  since  November  1,  1997 and,
therefore, no audience ratings or market advertising revenues are provided.

     The terms local  marketing  agreement  ("LMA"),  time  brokerage  agreement
("TBA") and joint sales  agreement  ("JSA") are referred to in various places in
this Report. An LMA or TBA refers to an agreement,  although it may take various
forms,  under which one party agrees in  consideration of a fee paid to provide,
on a cooperative basis, the programming,  sales,  marketing and similar services
for a  separately  owned  radio  station  located in the same  radio  market and
realize the financial benefit of such activities.  A JSA refers to an agreement,
similar to an LMA or TBA,  under  which a radio  station  agrees to provide  the
sales and marketing  services for another  station while the owner of such other
radio station provides the programming for such other radio station.  LMAs, TBAs
and  JSAs  are  more  fully   described  in   "--Federal   Regulation  of  Radio
Broadcasting."

     Set forth below is a list of the Stations,  specifying  their  broadcasting
frequency,  Federal  Communications  Commission ("FCC") class, format,  control,
market, market rank and group rank by ratings and revenues.

<TABLE>
<CAPTION>
                                                                                                    Station Group
                                                                                     Arbitron           Rank
                               FCC                     Owned/                         Market    --------------------
Station        Frequency      Class      Format        Managed       Markets (s)       Rank     Ratings     Revenues
-------        ---------      -----      ------        -------       -----------       ----     -------     --------
<S>            <C>            <C>       <C>           <C>           <C>                <C>        <C>          <C>
WIOV-FM        105.1(1)       FM-B      Country       Owned         Lancaster, PA      110        4            1
                                                                    Reading, PA        130        2            2

WBKR-FM        92.5           FM-C      Country       Owned         Evansville, IN     125(2)     1            1
WKDQ-FM        99.5           FM-C      Country       Managed(3)    and Owensboro/
WSTO-FM        96.1           FM-C      Adult Hits    Managed(3)    Henderson, KY
</TABLE>



                                      -4-

<PAGE>

<TABLE>
<S>            <C>            <C>       <C>           <C>           <C>                <C>        <C>          <C>
WOMI-AM        1490           AM-C      News/Talk     Owned
WVJS-AM        1420           AM-B      News/Talk     Managed(3)

KTRR-FM        102.5          FM-C2     Adult Hits    Managed(4)    Fort Collins/      135        1            1
KUAD-FM        99.1           FM-C1     Country       Owned         Greeley/
                                                                    Loveland, CO

KKCB-FM        105.1          FM-C1     Country       Owned         Duluth, MN/        207        1            1
KLDJ-FM        101.7          FM-C2     Oldies        Owned         Superior, WI
WEBC-AM        560            AM-B      News/Talk     Owned

KATI-FM        94.3           FM-C2     Country       Owned(5)      Jefferson City/    N/A(6)     N/A(6)       N/A(6)
KTXY-FM        106.9          FM-C      Adult Hits    Owned(5)      Columbia/
KLIK-AM        950            AM-B      Country       Owned (5)     Lake of the
                                                                    Ozarks, MO
</TABLE>

----------
(1) WIOV-FM  serves  both  Lancaster  and  Reading.  The  Company  also owns and
operates  WIOV-AM,  an AM-C station in Reading.  Ratings and revenues  ranks for
WIOV-FM include WIOV-AM.

(2)    The    Company    estimates    that    on   a    combined    basis    the
Evansville/Owensboro/Henderson  market would have an Arbitron  rank of 125 based
on separate rankings of 151 and 255 for Evansville and Owensboro, respectively.

(3)  WKDQ-FM,  WSTO-FM  and  WVJS-AM  are  operated  by the Company and owned by
entities (the "Managed  Affiliates") which are indirectly owned by Mr. Brill but
are not subsidiaries.

(4) The Company  manages  KTRR-FM  pursuant to a TBA pending  completion  of its
acquisition. See Note 3 of the financial statements included in this Report.

(5) The Missouri  Properties  (KATI-FM,  KTXY-FM and KLIK-AM) are under contract
for sale. See Note 3 of the financial statements included in this Report.

(6)  The  Missouri  Properties  servicing  Jefferson  City/Columbia/Lake  of the
Ozarks, Missouri have operated pursuant to TBAs with their proposed buyers since
November 1, 1997 and  accordingly,  no rankings  are  provided  for the Missouri
Properties.


                                      -5-

<PAGE>

Radio Industry Overview

     Radio  stations  generate  the  majority of their  revenue from the sale of
advertising  time to local and national spot  advertisers  and national  network
advertisers.  Radio is  considered an efficient  means of reaching  specifically
identified  demographic groups. Radio stations are typically classified by their
on-air  format,  such as country,  adult  contemporary,  oldies or news/ talk. A
radio  station's  format and style of  presentation  enable it to target certain
demographic and geographic  groups. By capturing a specific  listening  audience
share of a market's radio audience, with particular  concentration in a targeted
demographic  group, a radio station is able to market its  broadcasting  time to
advertisers seeking to reach a specific audience. Advertisers and radio stations
utilize data  published by audience  measuring  services,  such as Arbitron,  to
estimate how many people within  particular  geographic  markets and demographic
groups listen to specific radio stations.

     A radio station's local sales staff generates the majority of its local and
regional  advertising  sales through direct  solicitations of local  advertising
agencies and businesses. To generate national advertising sales, a radio station
will engage a firm that specializes in soliciting radio  advertising  sales on a
national level.  National sales representatives  obtain advertising  principally
from advertising agencies located outside the radio station's market and receive
commissions based on the revenue from the advertising obtained.

     The Company  believes  that the radio  business in middle  markets  differs
significantly from that of the major markets.  This distinction is characterized
by the fewer number of radio  stations in smaller  markets,  the fewer number of
advertising alternatives, the greater relevance of any single business (or radio
station) to the market's  life, the greater  proportion of  advertising  that is
sold locally as opposed to national accounts and the much smaller  proportion of
advertising that is controlled by agencies. For these reasons, in middle markets
a radio station has greater  flexibility in  competitive  and sales strategy and
has  greater  control,  through  its own direct  marketing  efforts,  on its own
outcome, as compared to major markets.

     With  fewer  competitors  in a middle  market a radio  station  can  pursue
listeners on a broader  basis and serve a broader  spectrum of  advertisers,  be
less subject to competitive  changes of competitors and, most importantly,  deal
directly with  customers  and around  agencies if necessary to  demonstrate  and
convince advertisers of the effectiveness of advertising on the station. A radio
station does not have to wait for programming to be successful to draw customers
when  it  can  deal  with  potential  clients  directly  on  the  basis  of  its
effectiveness.

     As a result of ownership  deregulation (see "--Federal  Regulation of Radio
Broadcasting"),  middle market owners also can achieve the mass and efficiencies
of major market  operations  through  multiple  radio  station  ownership.  Such
deregulation has greatly increased opportunities for ownership of radio stations
in middle  markets and has greatly  increased  the  liquidity  of radio  station
trading in the  marketplace  and,  therefore,  the liquidity  that the financing
markets are willing to offer.


                                      -6-

<PAGE>

Newspapers Overview

     Set forth  below is a list of the  Newspaper  publications  specifying  the
location and circulation of each.


NEWSPAPER                                   LOCATION                CIRCULATION
---------                                   --------                -----------
MORNING SUN                                 Mt. Pleasant, MI        12,700
ISABELLA COUNTY HERALD                      Mt. Pleasant, MI        16,200
MT. PLEASANT BUYERS GUIDE                   Mt. Pleasant, MI        27,700
CLARE COUNTY BUYERS GUIDE                   Clare, MI               11,000
ALMA REMINDER                               Alma, MI                20,500
CADILLAC BUYERS GUIDE                       Cadillac, MI            21,500
CARSON CITY REMINDER                        Carson City, MI         10,800
EDMORE ADVERTISER                           Edmore, MI              17,600
HEMLOCK SHOPPERS GUIDE                      Hemlock, MI             12,300
GLADWIN BUYERS GUIDE                        Gladwin, MI             16,200
MIDLAND BUYERS GUIDE                        Midland, MI             27,800
ST. JOHNS REMINDER                          St.  Johns, MI          16,300
THE NORTHEASTERN SHOPPER (NORTH EDITION)    Tawas City, MI          24,400
THE NORTHEASTERN SHOPPER  (SOUTH EDITION)   Tawas City, MI          15,600
NORTHERN STAR                               Gaylord, MI             17,600
ALPENA STAR                                 Alpena, MI              18,900
PRESQUE ISLE STAR                           Alpena, MI               7,300
PETOSKEY STAR AD-VERTISER                   Petoskey, MI            12,800
CHARLEVOIX COUNTY STAR                      Petoskey, MI            10,800
STAR AD-VERTISER                            Kalkaska, MI            12,800
STAR BUYER'S GUIDE                          Prudenville, MI         14,000
STAR BUYER'S GUIDE                          West Branch, MI         15,000
STRAITS AREA STAR                           Cheboygan, MI           13,000
                                                                   -------
Total Circulation                                                  372,800
                                                                   =======


                                      -7-

<PAGE>

     The Newspapers serve a thirty-one  county area of small  communities in the
central and  north-central  portions of the lower  peninsula of Michigan,  where
there are few other  newspapers,  one local  television  station,  and few radio
stations.  The Company has central  offices  and  production  facilities  in Mt.
Pleasant, Michigan and Gaylord, Michigan and leads the central and north-central
Michigan market in media billings.

     The  Company's  two edition  daily  newspaper,  the MORNING SUN, has a paid
circulation  averaging 12,700 readers and is the only daily newspaper  published
in Gratiot, Isabella and southern Clare counties. The Company's weekly newspaper
and twenty one weekly  shopping  guides are delivered  free to more than 360,000
households in the central and  north-central  portions of the lower peninsula of
Michigan.  The Company's  multiple  products and private  delivery system permit
advertisers to buy customized  advertising coverage for the portion of the local
market that best reaches their potential  customers.  The Company also publishes
numerous  niche  publications  such as  vacation  guides and a monthly  business
report.  The  Newspapers  have a  widely  diversified  base of  advertising  and
printing  customers and during the year ended  February 28, 1998 no one customer
represented more than 2% of the Company's revenues.

     The Newspapers' market covers an area approximately 120 miles by 240 miles,
containing a total population in excess of 800,000 people. The area's relatively
low  population  density  makes  print  the  only  medium  to serve  the  market
efficiently.  The Newspapers'  market coverage includes the Michigan counties of
Alcona,  Alpena,  Antrim,  Arenac,  Clare,  Charlevoix,   Cheyboygan,   Clinton,
Crawford, Emmet, Gladwin, Gratiot, Iosco, Isabella,  Kalkaska, Mecosta, Midland,
Missaukee,  Montcalm, Montgomery, Oscada, Ogemaw, Osceola, Ostego, Presque Isle,
Roscommon, Saginaw, Wexford and parts of Bay, Lake and MacKinac counties.

     DISTRIBUTION.  In addition to delivering its  publications,  the Newspapers
also deliver over 60 million  advertising insert pieces per year to residents in
central  and  north-central   portions  of  the  lower  peninsula  of  Michigan.
Customized  delivery to a  particular  zone can be  specifically  created for an
advertiser to reach as few as 150 households or more than 360,000  households on
a given day at less than half the cost charged by the post  office.  Newspapers'
distribution  system includes several hundred  independent  contractor  delivery
personnel   and  enables  an  advertiser  to  buy  any  part  of  the  Company's
distribution area that best serves the advertiser's needs.

Newspaper Industry Overview

     Newspaper publishing is one of the oldest and largest segments of the media
industry.  Newspapers  are  an  important  medium  for  local  advertising.  The
newspaper industry in the United States is comprised of the following  segments:
national and major metropolitan  dailies;  small metropolitan  suburban dailies;
suburban and community non-dailies; and free circulation "total market coverage"
publications and shoppers ("Shoppers").

                                      -8-

<PAGE>

     In many communities,  the local newspapers  provide a combination of social
and economic  connections  which make it attractive for readers and  advertisers
alike. The Company believes that small metropolitan and suburban dailies as well
as suburban and community  non-dailies  and Shoppers are generally  effective in
addressing  the needs of local  readers and  advertisers  under  widely  varying
economic  conditions.  The Company believes that because small  metropolitan and
suburban  daily  newspapers  rely on a broad  base of  local  retail  and  local
classified  advertising  rather than more  volatile  national and major  account
advertising,  their  advertising  revenues  tend  to be  relatively  stable.  In
addition, the Company believes such newspapers tend to publish information which
is of  particular  interest  to the local  reader and which  national  and major
metropolitan  newspapers,  television  and radio  generally do not report to the
same extent.  Most small metropolitan and suburban daily newspapers are the only
daily local newspaper in the communities  they serve.  The Company believes that
relatively few daily newspapers have been established in recent years due to the
high cost of  starting a daily  newspaper  operation  and  building a  franchise
identity.

     Shoppers provide nearly 100% penetration in their areas of distribution and
generally  derive  revenues solely from  advertising.  These  publications  have
limited or no news or editorial  content.  The shoppers are delivered on Sundays
by carriers and are free to the consumer.

     The newspaper  industry,  as  represented  by larger markets at one end and
smaller markets on the other, is composed of two distinct  sub-industries.  They
differ  particularly  because of the influences of size,  alternative  claims on
readers' attention,  alternative  advertising  vehicles,  alternative  newspaper
competitors,  methods and costs of  distribution,  labor costs and  flexibility,
other cost  structures,  and  significance  of the  product to its  readers  and
customers.  In all of these  parameters  the  Company  believes  that in  middle
markets, these factors are more favorable to the financial results and stability
of a newspaper business.  These factors also create a more vital product for the
readers in a middle  market  than  newspapers  may be in a major  market,  which
typically has numerous and diverse information and entertainment sources.

Acquisition Strategy

     The Company seeks to acquire underperforming middle market media businesses
whose acquisition costs are low relative to potential revenues and cashflow. The
Company  focuses  on  developing  significant  long-term  franchises  in  middle
markets.  The Company  then seeks to improve  revenues and  cashflow,  using its
particular promotional,  marketing, sales, programming and editorial approaches.
The Company targets businesses that it believes operate in underdeveloped market
segments with a low level of competition  and a strong economic base, as well as
radio stations with  competitive  technical  facilities and businesses  that are
located  in  areas  deemed  desirable  for  relocation  in  terms  of  personnel
recruitment.

     The Company believes that its acquisition  strategy,  properly implemented,
has a number of specific benefits, including (i) diversification of revenues and
cashflow  across a broader base of  industries,  properties  and  markets,  (ii)
geographic clustering which has allowed improved


                                      -9-

<PAGE>

cashflow   margins  through  the   consolidation   of  facilities,   centralized
newsgathering,   cross-selling  of  advertising  and  elimination  of  redundant
expenses,  (iii) improved  access to consultants  and other industry  resources,
(iv) greater appeal to qualified industry management talent and (v) efficiencies
from economies of scale.

     If and when  achieved,  new  acquisitions  may adversely  affect  near-term
operating results due to increased capital requirements, transitional management
and operating adjustments,  increased interest costs associated with acquisition
debt, and other factors.  Any future acquisitions may be  highly-leveraged,  and
such acquisitions  well may increase the Company's  overall leveraged  position.
There can be no assurance  that debt or equity  financing for such  acquisitions
will be  available  on  acceptable  terms,  or that the Company  will be able to
identify or  consummate  any new  acquisitions.  Any  failure to make  necessary
acquisitions, or the making of unsuccessful acquisitions, could have a material,
adverse effect on the future  financial  condition and operating  results of the
Company.

Advertising Sales

     Virtually all of the Company's  revenue is generated  from local,  regional
and national advertising for its Stations and Newspapers.  During the year ended
February 28, 1998,  approximately  96% of the Company's  revenues were generated
from the sale of local and regional advertising. Additional revenue is generated
from the sale of national  advertising,  network compensation payments and other
miscellaneous  transactions.  The major categories of the Company's  advertisers
include retailers,  restaurants,  fast food,  automotive and grocery. Each local
sales staff solicits  advertising  either directly from the local  advertiser or
indirectly through an advertising agency with emphasis placed on direct contact.
In so doing, the Company seeks to address  individual  advertiser needs and more
effectively  design an  advertising  campaign  to help the  advertiser  sell its
product.  The  Company  employs  personnel  in each of its  markets  to  produce
advertisements for the customers.  National sales are obtained via outside firms
specializing in advertising on a national level. The firms are paid a commission
based on a percentage  of gross  revenue from  national  advertising.  Local and
regional sales are predominantly generated by the Company's local sales staff.

Competition

     GENERAL.  Each of the Company's Stations and Newspapers competes in varying
degrees with other newspapers,  magazines,  direct mail, free shoppers,  outdoor
advertising,  other FM and AM radio  stations,  television and cable  television
stations,  and other  media  present  within  their  respective  markets.  Radio
broadcasting  and newspaper  distribution  also are exposed to competition  from
developing media technologies, such as the delivery of audio programming through
cable   television  or  telephone  wires,  the  introduction  of  digital  radio
broadcasting,  which may  provide a medium  for the  delivery  by  satellite  or
terrestrial  means of multiple audio  programming  formats to local and national
audiences, the increasing development and use of direct

                                      -10-

<PAGE>

mail advertising, the growth of wireless communications and fiber optic delivery
systems,  the  development  of televised  shopping  programs,  the potential for
televised  "newspapers," and the increasing growth of the Internet. The Stations
and  Newspapers  also  may  encounter   competition   from  future,   unforeseen
developments in technology that subsequently may be  commercialized,  and at all
times they will face  potential,  additional  competition  from new or expanding
market entrants.  The Company cannot predict what effect, if any, these or other
new technologies or competitors may have on the Company.

     RADIO. The radio broadcasting  industry is highly competitive.  The success
of each of the Company's Stations in its middle markets depends largely upon the
effectiveness  of its direct  marketing  and sales  efforts and its share of the
overall advertising revenue within its market supported by its audience ratings.
The Company's  audience ratings and advertising  revenues are subject to change,
and any adverse change in a particular market affecting advertising expenditures
or in the relative market positions of the radio stations located in that market
could have a material  adverse  effect on the revenue of the Company's  Stations
located in that market.  There can be no assurance that any one of the Company's
Stations  will be able to maintain or increase its current  audience  ratings or
advertising revenue market share.

     Recent changes in the FCC's policies and rules permit  increased  ownership
and operation of multiple local radio stations.  Management  believes that radio
stations  that operate  under common  management  or elect to take  advantage of
joint arrangements such as LMAs or JSAs may in certain  circumstances have lower
operating costs and may be able to offer  advertisers  more attractive rates and
services.  Although the Company currently  operates multiple Stations in each of
its markets and intends to pursue the  creation  of  additional  multiple  radio
station groups,  the Company's  competitors in certain markets include operators
of multiple  radio  stations or operators  who already have entered into LMAs or
JSAs.  The Company also  competes  with other radio  station  groups to purchase
additional  radio  stations.  Some of these  groups  are  owned or  operated  by
companies that have substantially greater financial and other resources than the
Company.

     NEWSPAPERS. The Company's Newspapers compete primarily with other daily and
weekly  newspapers,  shoppers,  shared mail packages and other local advertising
media.  The  Newspapers  also  compete in varying  degrees for  advertisers  and
readers with magazines,  other radio stations,  broadcast television,  telephone
book directories and other  communications  media that operate in their markets.
The Company believes that its production systems and technologies,  which enable
it to publish separate editions in narrowly targeted zones,  allow it to compete
effectively in its markets.

Federal Regulation of Radio Broadcasting

     GENERAL. The ownership, operation and sale of broadcast stations, including
those licensed to the Company, are subject to the jurisdiction of the FCC, which
acts under  authority  derived from the  Communications  Act of 1934, as amended
(the  "Communications  Act"). The  Communications Act was amended in 1996 by the
Telecommunications Act to make changes in

                                      -11-

<PAGE>

several broadcast laws. Among other things,  the FCC assigns frequency bands for
broadcasting;  issues broadcast station licenses;  determines whether to approve
changes in  ownership  or  control of  broadcast  station  licensees;  regulates
equipment  used by broadcast  stations;  adopts and implements  regulations  and
policies  that  directly  or  indirectly  affect the  ownership,  operation  and
employment  practices  of  broadcast  stations;  and has  the  power  to  impose
penalties for violations of its rules under the Communications Act.

     The   following  is  a  brief   summary  of  certain   provisions   of  the
Communications  Act and of specific FCC  regulations  and  policies.  Failure to
observe  these or other  rules and  policies  can  result in the  imposition  of
various sanctions,  including monetary  forfeitures,  the grant of "short" (less
than  the  maximum)  license  renewal  terms  or,  for  particularly   egregious
violations,  the denial of a license  renewal  application,  the revocation of a
license or the denial of FCC consent to acquire additional broadcast properties.
Reference  should be made to the  Communications  Act,  FCC rules and the public
notices and rulings of the FCC for further information concerning the nature and
extent of federal regulation of broadcast stations.

     LICENSE GRANT AND RENEWAL. Radio broadcast licenses are granted for maximum
terms of eight years. Licenses may be renewed through an application to the FCC.
The FCC may not consider competing  applications for the frequency being used by
the renewal applicant if the FCC finds that the broadcast station has served the
public  interest,  convenience  and  necessity,  that there have been no serious
violations  by  the  licensee  of  the  Communications  Act  or  the  rules  and
regulations  of the FCC,  and that  there have been no other  violations  by the
licensee of the Communications Act or the rules and regulations of the FCC that,
when taken together, would constitute a pattern of abuse.

     Petitions to deny  license  renewals  can be filed by  interested  parties,
including members of the public.  Such petitions may raise various issues before
the FCC. The FCC is required to hold hearings on renewal applications if the FCC
is  unable  to  determine  that  renewal  of a license  would  serve the  public
interest,  convenience  and  necessity,  or  if a  petition  to  deny  raises  a
"substantial  and  material  question  of fact" as to  whether  the grant of the
renewal  application would be prima facie inconsistent with the public interest,
convenience  and  necessity.   Also,  during  certain  periods  when  a  renewal
application  is  pending,  the  transferability  of the  applicant's  license is
restricted.  Such a petition  presently is pending against  KUAD-FM,  one of the
Company's Stations, which broadcasts from Windsor, Colorado, alleging violations
of the FCC equal employment  opportunity rules, and the FCC staff has asked that
Station  to  supply  additional   information  (subject  to  resolution  of  the
constitutionality  of such rules in ongoing  litigation  to which the Company is
not a party). The Company is not currently aware of any facts that would prevent
the  timely  renewal  of its  licenses  to  operate  any of its other  Stations,
although there can be no assurance that the Company's licenses will be renewed.

     A local market  competitor has objected to the transfer of the licenses for
the Missouri  Properties and on December 12, 1997, filed with the FCC a Petition
to Deny the license  transfers and to terminate the TBA under which the proposed
buyers currently operate the Missouri Properties. No action

                                      -12-

<PAGE>

has been taken on the Petition to Deny by the FCC, and the Company believes that
even if the  Petition  to Deny  were  granted,  the  consequences  would  not be
material  to the  Company.  The  Attorney  General of the State of  Missouri  on
January 9, 1998  filed a civil  investigative  demand on the  Company to provide
documents in order to consider  whether the proposed  transaction  would violate
federal or Missouri  antitrust  laws.  The Company has complied with the demand.
The Attorney General also has filed comments on the Petition to Deny.

     The FCC classifies each AM and FM station. An AM station operates on either
a clear channel,  regional  channel or local channel.  A clear channel is one on
which AM stations  are assigned to serve wide areas.  Clear  channel AM stations
are classified as either:  Class A stations,  which operate on an unlimited time
basis and are  designated  to  render  primary  and  secondary  service  over an
extended  area;  Class B stations,  which operate on an unlimited time basis and
are designed to render  service only over a primary  service  area;  and Class D
stations,  which operate either during daytime hours only,  during limited times
only or on an unlimited time basis with low nighttime  power. A regional channel
is one on which Class B and Class D AM 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 stations operate on an unlimited time basis and serve
primarily a community  and the suburban and rural areas  immediately  contiguous
thereto.  Class C AM stations  operate on a local  channel  and are  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 station are
determined by its class. FM class  designations  depend upon the geographic zone
in which the transmitter of the FM station is located. In general, commercial FM
stations are  classified as follows,  in order of  increasing  power and antenna
height: Class A, B1, B, C3, C2, C1 and C. The parameters for each classification
are as follows:


                                                 MAXIMUM ANTENNA HEIGHT
                                                        (HAAT)*
          CLASS              MAXIMUM POWER             IN METERS
          -----              -------------         ----------------
          A                       6 kw                   100
          B1                     25 kw                   100
          B                      50 kw                   150
          C3                     25 kw                   100
          C2                     50 kw                   150
          C1                    100 kw                   299
          C                     100 kw                   600

----------
*   Height Above Average Terrain

     The  following  table sets forth the  market,  call  letters,  FCC  license
classification,  HAAT,  power  and  frequency  of  each of the  Stations  owned,
operated or managed by the  Company,  assuming the  consummation  of the Pending
Transactions, and the date on which each Station's FCC license expires.

                                      -13-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                   EXPIRATION
                                                     FCC         HAAT IN          POWER IN                         DATE OF FCC
MARKET                              STATION         CLASS        METERS           KILOWATTS      FREQUENCY           LICENSE
------                              -------         -----        -------          ---------      ---------         -----------
<S>                                 <C>              <C>            <C>               <C>        <C>                 <C>
Lancaster/Reading                   WIOV-FM            B            212               25         105.1 mhz           8/1/98*
  Pennsylvania                      WIOV-AM            C            NA                1          1240 khz            8/1/98*
Evansville, Indiana/                WBKR-FM            C            320              100          92.5  mhz          8/1/04
 Owensboro/Henderson,               WOMI-AM            C            NA                1          1490 khz            8/1/04
  Kentucky                          WVJS-AM            B            NA                5          1420 khz            8/1/04
                                    WSTO-FM            C            303              100         96.1  mhz           8/1/04
                                    WKDQ-FM            C            300              100         99.5  mhz           8/1/04
Fort Collins/Greeley/Loveland,      KUAD-FM           C1            200              100         99.1  mhz           4/1/97*
  Colorado                          KTRR-FM           C2            150               50         102.5 mhz           8/1/05
Duluth,                             WEBC-AM            B            NA                5          560 khz             4/1/05
  Minnesota/Superior,               KKCB-FM           C1            240              100         105.1 mhz           4/1/05
  Wisconsin                         KLDJ-FM           C2            251               25         101.7 mhz           4/1/05
</TABLE>

----------
*   Renewal applications pending

     OWNERSHIP  MATTERS.  The  Communications  Act prohibits the assignment of a
broadcast license or the transfer of control of a broadcast licensee without the
prior approval of the FCC. In determining whether to assign,  transfer, grant or
renew a broadcast  license,  the FCC considers a number of factors pertaining to
the licensee,  including compliance with various rules limiting common ownership
of media  properties,  the "character" of the licensee and those persons holding
"attributable"  interests  therein,  compliance  with  the  Communications  Act,
including the limitation on alien  ownership,  as well as compliance  with other
FCC rules and policies, including equal employment opportunity requirements.  As
part of the license  renewal and  transfer  application  process,  notice of the
filing  of  such  application  is made  and  third  parties  are  provided  with
opportunities  to file  informal  objections  or  formal  petitions  to deny the
application.  Interested  parties also may seek review of the application by the
full FCC and by federal courts.

     The  Communications  Act and FCC rules also  generally  restrict the common
ownership,  operation or control of radio  broadcast  stations  serving the same
local market,  of a radio broadcast  station and a television  broadcast station
serving  the same local  market,  and of a radio  broadcast  station and a daily
newspaper serving the same local market.  Under these  "cross-ownership"  rules,
absent  waivers,  the  Company  would  not be  permitted  to  acquire  any daily
newspaper or television broadcast station (other than low power television) in a
local market where it then owned any radio broadcast station.

     In response to the  Telecommunications  Act,  the FCC amended its  multiple
ownership  rules to  eliminate  the  national  limits on  ownership of AM and FM
stations.  The FCC's broadcast  multiple  ownership rules restrict the number of
radio  stations  one  person or entity  may own,  operate  or control on a local
level. These limits are:

                                      -14-

<PAGE>

          (i) in a market with 45 or more commercial radio stations, a person or
     entity may own,  operate or control up to eight  commercial radio stations,
     not more than five of which are in the same service (FM or AM);

          (ii) in a market with between 30 and 44 (inclusive)  commercial  radio
     stations,  a person or  entity  may own,  operate  or  control  up to seven
     commercial  radio  stations,  not more  than  four of which are in the same
     service;

          (iii) in a market with between 15 and 29 (inclusive)  commercial radio
     stations,  a  person  or  entity  may own,  operate  or  control  up to six
     commercial  radio  stations,  not more  than  four of which are in the same
     service;

          (iv) in a market with 14 or fewer commercial radio stations,  a person
     or entity may own, operate or control up to five commercial radio stations,
     not more than three of which are in the same service,  except that a person
     or  entity  may not own,  operate  or  control  more  than 50% of the radio
     stations in such market.

     None of these multiple ownership rules requires any change in the Company's
current ownership of radio stations.  However, these rules will limit the number
of  additional  stations  which the  Company  may  acquire  in the future in its
markets.

     The FCC generally  applies its  television/radio/newspaper  cross-ownership
rules  and  its  broadcast   multiple   ownership   rules  by  considering   the
"attributable," or cognizable  interests held by a person or entity. A person or
entity can have an attributable interest in a radio station,  television station
or daily  newspaper by being an officer,  director,  partner or shareholder of a
company that owns that station or newspaper. Whether that interest is cognizable
under the FCC's ownership rules is determined by the FCC's attribution rules. If
an interest is attributable,  the FCC treats the person or entity who holds that
interest  as the  "owner"  of the radio  station,  television  station  or daily
newspaper in question for purposes of applying the FCC's ownership rules.

     With  respect to a  corporation,  officers  and  directors  and  persons or
entities that directly or  indirectly  can vote 5% or more of the  corporation's
stock (10% or more of such stock in the case of insurance companies,  investment
companies,  bank trust  departments  and certain other "passive  investors" that
hold such stock for  investment  purposes only)  generally are  attributed  with
ownership of whatever radio stations,  television  stations and daily newspapers
the corporation owns.

     With  respect  to a  partnership,  the  interest  of a general  partner  is
attributable,  as is the  interest  of any limited  partner  who is  "materially
involved" in the media-related activities of the partnership.  Debt instruments,
nonvoting  stock,  options and  warrants for voting stock that have not yet been
exercised,  limited  partnership  interests  where the  limited  partner  is not
"materially  involved" in the media-related  activities of the partnership,  and
minority  (under 5%) voting  stock,  generally do not subject  their  holders to
attribution. However, the FCC is currently reviewing its

                                      -15-

<PAGE>

rules on attribution of broadcast interests, and it may modify its criteria. See
"--Proposed Changes" below.

     Since  under the  doctrine of  attributed  ownership  all of the  Company's
Stations are deemed to be owned by Mr. Brill,  the FCC multiple  ownership rules
could  serve to limit to some  extent  the  ability  of the  Company  to acquire
additional broadcast stations in some markets.

     PROGRAMMING AND OPERATION.  The Communications Act requires broadcasters to
serve the  "public  interest."  Since  1981,  the FCC  gradually  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 broadcast
station's  community of license.  However,  licensees continue to be required to
present  programming  that  is  responsive  to  community  problems,  needs  and
interests and to maintain records demonstrating such responsiveness.  Complaints
from listeners  concerning a broadcast station's  programming will be considered
by the FCC  when it  evaluates  the  licensee's  renewal  application,  but such
complaints also may be filed and considered at any time.

     Broadcast 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  and
technical  operations  (including  limits  on  radio  frequency  radiation).  In
addition,  FCC rules  (which have been  declared  unconstitutional  by a federal
court of appeals decision which is being appealed by the FCC) require  licensees
to  develop  and  implement   programs  designed  to  promote  equal  employment
opportunities  for women and  minorities  and submit reports to the FCC on these
matters annually and in connection with a renewal application.  The broadcast of
contests and lotteries is regulated by FCC rules.

     Failure  to observe  these or other  rules and  policies  can result in the
imposition of various sanctions,  including monetary  forfeitures,  the grant of
"short"  (less than the maximum)  renewal terms or, for  particularly  egregious
violations,  the denial of a license renewal  application or the revocation of a
license.

     In 1985, the FCC adopted rules regarding human exposures to levels of radio
frequency radiation.  These rules require applicants for new broadcast stations,
renewals of broadcast  licenses or modifications of existing  licenses to inform
the FCC at the  time of  filing  such  applications  whether  a new or  existing
broadcast facility would expose people to radio frequency radiation in excess of
certain  guidelines.  More  restrictive  radiation  limits  became  effective on
October 15, 1997. The Company  anticipates that such regulations will not have a
material effect on its business.

     LOCAL  MARKETING  AGREEMENTS.  Over the past five years,  a number of radio
stations,  including certain of the Company's  Stations,  have entered into LMAs
and TBAs.  These  agreements take various forms.  Separately-owned  and licensed
radio  stations  may agree to function  cooperatively  in terms of  programming,
advertising sales and other matters, subject to compliance

                                      -16-

<PAGE>

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.  The FCC has
held that such agreements do not violate the  Communications  Act as long as the
licensee of the radio station that is being substantially  programmed by another
entity maintains complete  responsibility  for, and control over,  operations of
its radio station and otherwise ensures compliance with applicable FCC rules and
policies and that the entity providing the programming is in compliance with the
FCC local ownership rules.

     A radio station that brokers  substantial  time on another radio station in
its market or engages in an LMA with a radio  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 ownership rules, discussed above. As a result,
a radio  station may not enter into an LMA that  allows it to program  more than
15% of the broadcast  time,  on a weekly  basis,  of another local radio station
that it could not own under the FCC's local multiple  ownership rules. FCC rules
also prohibit the  broadcast  licensee  from  simulcasting  more than 25% of its
programming on another radio station in the same broadcast service (i.e.,  AM-AM
or FM-FM) where the two radio stations serve  substantially  the same geographic
area,  whether the licensee owns the radio stations or owns one and programs the
other through an LMA arrangement.

     Another example of a cooperative  agreement between differently owned radio
stations  in  the  same  market  is a  JSA,  whereby  one  radio  station  sells
advertising  time in  combination,  both on itself and on a radio  station under
separate  ownership.  In the past, the FCC has  determined  that issues of joint
advertising sales should be left to antitrust enforcement.  Currently,  JSAs are
not  deemed  by the FCC to be  attributable  for  the  purpose  of its  multiple
ownership  rules.  However,  the  FCC  has  outstanding  a  notice  of  proposed
rulemaking, which, if implemented, could require certain radio station operators
to terminate any JSA it might have with a radio station with which such operator
could not have an LMA.

     ANTITRUST CONSIDERATIONS.  The Company is aware that the U.S. Federal Trade
Commission  (the "FTC") and the  Antitrust  Division of the U.S.  Department  of
Justice (the "DOJ"),  which  evaluate  transactions  to determine  whether those
transactions  should be challenged  under the federal  antitrust laws, have been
increasingly  active  recently in their  review of radio  station  acquisitions,
particularly  where an operator proposes to acquire additional radio stations in
its existing markets.

     For an acquisition meeting certain size thresholds,  the  Hart-Scott-Rodino
Act (the "HSR Act") and the rules promulgated  thereunder require the parties to
file  Notification  and  Report  Forms  with the FTC and the DOJ and to  observe
specified waiting period requirements  before  consummating the acquisition.  At
any time before or after the consummation of a proposed acquisition,  the FTC or
the DOJ could take such action under the antitrust laws as it deems necessary or
desirable in the public interest, including seeking to enjoin the acquisition or
seeking  divestiture  of the business  acquired or other assets of the acquiring
company. Acquisitions that are not required to be reported under the HSR Act may
be investigated by the FTC or the DOJ under

                                      -17-

<PAGE>

the antitrust laws before or after  consummation.  In addition,  private parties
may under certain  circumstances  bring legal action to challenge an acquisition
under the antitrust laws.

     As part of its increased  scrutiny of radio station  acquisitions,  the DOJ
has  stated  publicly  that it  believes  that  LMAs,  JSAs  and  other  similar
agreements  customarily  entered into in connection with radio station transfers
prior to the  expiration  of the waiting  period under the HSR Act could violate
the HSR Act because they may constitute  acquisitions or joint ventures  subject
to the filing and waiting period provisions of the HSR Act.

     If the  Company  should  grow in  size,  whether  through  acquisitions  or
otherwise,  it will become  increasingly  vulnerable  to scrutiny  under various
antitrust and similar  regulatory laws administered by various federal and state
authorities,  laws  and  regulations  in which  considerations  of  absolute  or
relative size or market share may be relevant if not controlling.  Such laws and
regulations  are  quite  complex  and  subject  to  amendment  and  to  frequent
variations  in  interpretation  or  enforcement.  As a result of such  increased
scrutiny,  the Company could experience  delays,  increased costs, and compelled
changes in connection with future transactions. If it were to be determined that
one or more of the Company or its  Subsidiaries  had violated or were  violating
one or more of such laws or regulations,  in addition to liability for resulting
damages,  any affected entity could face potential  regulatory or  court-ordered
divestiture  of one or more  properties.  Any such result could have a material,
adverse effect upon the Company.

     PROPOSED  CHANGES.  In December,  1994,  the FCC  initiated a proceeding to
solicit  comment on whether it should revise its radio and television  ownership
"attribution" rules by among other proposals (i) raising the basic benchmark for
attributing  ownership in a corporate  licensee from 5% to 10% of the licensee's
voting stock, (ii) increasing from 10% to 20% of the licensee's voting stock the
attribution  benchmark  for "passive  investors" in corporate  licensees,  (iii)
restricting the  availability  of the attribution  exemption when a single party
controls more than 50% of the voting stock;  and (iv)  considering  LMAs,  JSAs,
debt  and  non-voting   stock  interests  to  be   attributable   under  certain
circumstances.  No decision has been made by the FCC in these  matters.  At this
time,  no  determination  can be made as to what effect,  if any,  this proposed
rulemaking will have on the Company.

     From time to time,  the  Congress and the FCC have  considered,  and in the
future may consider and adopt,  new or revised laws,  regulations,  and policies
regarding a wide variety of matters that,  directly or indirectly,  could affect
the operation,  ownership, and profitability of the Stations, result in the loss
of audience  share and  advertising  revenues  for the  Stations,  or affect the
Company's  ability to  acquire  additional  radio  stations  or to finance  such
acquisitions.  Such matters  include:  proposals to impose spectrum use or other
fees on FCC licensees;  the FCC's equal employment opportunity rules and matters
relating to political broadcasting;  technical and frequency allocation matters;
proposals  to restrict or prohibit  the  advertising  of beer,  wine,  and other
alcoholic  beverages  on radio;  changes in the FCC's  cross-interest,  multiple
ownership,  and  cross-ownership   policies;   changes  to  broadcast  technical
requirements;  proposals  to allow  telephone or cable  television  companies to
deliver audio and video programming to the home through existing

                                      -18-

<PAGE>

phone lines; proposals to limit the tax deductibility of advertising expenses by
advertisers;  and  proposals  to  auction  the right to use the radio  broadcast
spectrum to the highest  bidder,  instead of granting FCC licenses  without such
bidding.

     The Company cannot predict whether any proposed  changes will be adopted or
what  other  matters  might be  considered  in the  future,  nor can it judge in
advance what impact,  if any, the  implementation  of any of these  proposals or
changes might have on the Company.

     The foregoing brief  description does not purport to be  comprehensive  and
reference should be made to the Communications Act, the Telecommunications  Act,
the FCC's  rules,  and the public  notices  and  rulings of the FCC for  further
information  concerning  the nature and  extent of federal  regulation  of radio
broadcast stations.

Employees

     At February  28,  1998,  the  Company  employed  approximately  468 persons
full-time  and 118  persons  part-time.  None of such  employees  is  covered by
collective bargaining  agreements,  and the Company considers its relations with
its  employees  to be good.  Several  hundred  independent  contractor  delivery
personnel distribute the Newspapers' publications.

     The Company employs several on-air personalities with large loyal audiences
in their respective markets. The loss of one of these personalities could result
in a short-term  loss of audience  share,  but the Company does not believe that
any such loss would have a material  adverse  effect on the Company's  financial
condition or results of operations.

Industry Segments

     Revenues  and other  information  for the  Company's  radio  and  newspaper
business segments are provided in Note 10 of the financial  statements  included
in this Report.

ITEM 2.  PROPERTIES

     The types of properties  required to support the Stations  include offices,
studios,  transmitter sites and antenna sites. A Station's studios are generally
housed with its  offices in  business  districts,  while  transmitter  sites and
antenna sites are generally located so as to provide maximum market coverage.

     After  giving  effect to the Pending  Transactions,  the  Company  will own
studio  facilities  in  Ephrata,  Pennsylvania;  Owensboro,  Kentucky;  Windsor,
Colorado;  and Duluth,  Minnesota;  and own  transmitter  and  antenna  sites in
Reading,  Pennsylvania;  Owensboro, Kentucky; and Duluth, Minnesota. The Company
leases  its  remaining  studio  and  office   facilities,   and  leases  certain
transmitter and antenna sites.  The Company does not anticipate any difficulties
in renewing any facility leases or in leasing  alternative or additional  space,
if required. The Company owns

                                      -19-

<PAGE>

substantially  all of its other station  equipment,  consisting  principally  of
transmitting  antennae,  transmitters,   studio  equipment  and  general  office
equipment.

     The Newspapers'  facilities for  administration,  printing and distribution
are leased.  The Company does not  anticipate any  difficulties  in renewing any
facility leases or in leasing alternative or additional space, if required.  The
Company owns a late model Goss  Community  press line and other  various  modern
editorial, classified, composing and camera equipment.

     No one  property  is  material  to the  Company's  operations.  The Company
believes that its  properties  are generally in good  condition and suitable for
its operations;  however,  it continually looks for opportunities to upgrade its
properties  and  intends to upgrade  studios,  office  space,  and  transmission
facilities in certain markets.

ITEM 3.  LEGAL PROCEEDINGS

     Currently  and from time to time the  Company  is  involved  in  litigation
incidental to the conduct of its business,  but it is not a party to any lawsuit
or proceeding that, in the opinion of the Company,  is likely to have a material
adverse effect on the Company.


ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

     The operating  agreement of BMC provides that its business shall be managed
by its manager, which presently is Brill Media Management, Inc. ("Media"). Media
also is a Subsidiary of BMC. In lieu of an annual meeting, the current directors
of Media were appointed by written consent as of February 10, 1998.

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS

     The  common  equity  of BMC  is  comprised  of  membership  interests  (the
"Membership  Interests"),  all of which are indirectly  owned by Mr. Brill.  The
Company during the fiscal year ended February 28, 1998 declared and paid in cash
a total of $12.2 million in dividends.

                                      -20-

<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

     The selected consolidated  financial data presented below should be read in
conjunction with the consolidated  financial  statements of Brill Media Company,
LLC and notes  thereto  included  elsewhere in this  document and  "Management's
Discussion and Analysis of Financial  Condition and Results of Operations."  The
selected  consolidated  financial  data  (except  for the  other  financial  and
operating  data) of Brill  Media  Company,  LLC (i) as of and for the year ended
February  28, 1994 has been  derived  from  schedules  which  primarily  include
information  from the separate  audited  combined  financial  statements  of The
Broadcasting  Businesses of Alan R. Brill and the separate audited  consolidated
financial  statements of Central Michigan  Newspapers,  Inc., (ii) as of and for
the year ended  February  28, 1995 and as of February 29, 1996 have been derived
from the  audited  combined  financial  statements  of The Radio  and  Newspaper
Businesses  of Alan R. Brill and (iii) for the year ended  February 29, 1996 and
as of and for the years ended  February 28, 1997 and 1998 have been derived from
the audited consolidated financial statements of Brill Media Company, LLC.

<TABLE>
<CAPTION>
                                                                        Fiscal Year Ended February 28 or 29,
                                                      ------------------------------------------------------------------------------
                                                         1998             1997             1996             1995             1994
                                                      ---------        ---------        ---------        ---------        ---------
Statement of Operations Data:                                                 (dollars in thousands)

<S>                                                   <C>              <C>              <C>              <C>              <C>      
Revenues:
     Radio                                            $  15,038        $  13,596        $  13,096        $  12,650        $  10,961
     Newspaper                                           14,529           13,440           12,217           10,537           10,499
                                                      ---------        ---------        ---------        ---------        ---------
         Total revenues                                  29,567           27,036           25,313           23,187           21,460
Operating expenses:
     Operating departments                               20,806           19,043           18,640           17,530           16,352
     Incentive plan                                        (620)             628            1,467              634              176
     Other                                                  291               86               37             --               --
     Management fees                                      2,075            1,945            1,833            1,679            1,521
     Depreciation and
        Amortization                                      1,863            1,395            1,312            1,111            1,277
                                                      ---------        ---------        ---------        ---------        ---------
         Total operating
            expenses                                     24,415           23,097           23,289           20,954           19,326
                                                      ---------        ---------        ---------        ---------        ---------
Operating income                                          5,152            3,939            2,024            2,233            2,134
Other income (expense):
Interest expense, net                                    (9,470)          (7,432)          (7,130)          (5,842)          (4,645)
Other, net                                                 (101)           1,007              (80)            (144)           3,463
                                                      ---------        ---------        ---------        ---------        ---------
         Total other income
              (expense)                                  (9,571)          (6,425)          (7,210)          (5,986)          (1,182)
                                                      ---------        ---------        ---------        ---------        ---------
Income (loss) before income taxes
     and extraordinary items                             (4,419)          (2,486)          (5,186)          (3,753)             952
Income tax provision (benefit)                              149              286              (39)              68              168
                                                      ---------        ---------        ---------        ---------        ---------
Income (loss) before
     extraordinary items                                 (4,568)          (2,772)          (5,147)          (3,821)             784
Extraordinary items (a)                                  (4,124)            --              6,915             --                245
                                                      ---------        ---------        ---------        ---------        ---------
Net income (loss)                                     $  (8,692)       $  (2,772)       $   1,768        $  (3,821)       $   1,029
                                                      =========        =========        =========        =========        =========
</TABLE>


                                      -21-
<PAGE>


<TABLE>
<CAPTION>
Other Financial and Operating
Data:
<S>                                                   <C>              <C>              <C>              <C>              <C>      
Net cash provided by (used in)
     Operating activities                             $   2,201        $    (513)       $      37        $     920        $      79
     Investing activities                               (22,387)              59           (1,167)            (120)          (3,377)
     Financing activities                                30,328             (845)           2,654             (452)           3,377
Cash dividends declared                                  12,210              520             --               --                500
Media Cashflow (b)                                       10,520            8,010            6,673            5,657            5,108
EBITDA (b)                                                7,015            5,334            3,336            3,344            3,411
Capital expenditures excluding
      acquisitions                                          959            1,269              977              974              833

<CAPTION>
Statement of Financial
     Position Data:
<S>                                                   <C>              <C>              <C>              <C>              <C>      
Cash and cash equivalents                             $  10,918        $     775        $   2,075        $     550        $     202
Working capital (deficit)                                11,374            1,014            2,398             (334)          (1,881)
Intangible and other assets                              22,012            7,855            7,411            5,171            5,242
Total assets                                             66,149           26,442           26,011           21,784           21,938
Total debt including due to
     affiliates  (c )                                   110,057           50,475           61,636           58,715           55,160
Members' deficiency                                     (47,510)         (26,610)         (38,354)         (40,123)         (36,302)
</TABLE>


(a)  The  extraordinary  item in fiscal 1998 reflects a $1,324,000  write-off of
     previously deferred financing costs along with a prepayment penalty of $2.8
     million related to the early extinguishment of senior debt. In fiscal 1996,
     the  extraordinary  item reflects an adjustment of accrued  interest in the
     amount of $7.0 million  related to subordinated  debt for which  contingent
     interest  had been  accrued at the maximum rate but was reduced at maturity
     pursuant to terms of an alternative  valuation  formula,  as defined in the
     agreement.  The gain was  offset by the  write-off  of  certain  previously
     deferred financing fees of $131,000.

(b)  "EBITDA"  is  defined  as  operating   income   before   depreciation   and
     amortization   expenses.   "Media  Cashflow"  is  defined  as  EBITDA  plus
     management  fees;  incentive plan expense;  time  brokerage  agreement fees
     paid;  acquisition  related  consulting  expense;  and interest income from
     loans made by the Company to Managed Affiliates. Management fees payable to
     BMCLP  are  subordinated,  to the  extent  provided  in the  senior  notes'
     indenture,  to the  prior  payment  of the  senior  notes.  Although  Media
     Cashflow  and  EBITDA  are  not  measures  of  performance   calculated  in
     accordance with GAAP, management believes that these measures are useful to
     an investor in evaluating  the Company  because  these  measures are widely
     used  in the  media  industry  to  evaluate  a  media  company's  operating
     performance. However, Media Cashflow and EBITDA should not be considered in
     isolation  or as  substitutes  for net  income,  cash flows from  operating
     activities and other income or cash flow statements  prepared in accordance
     with GAAP as measures of liquidity or profitability.  In addition, "EBITDA"
     and "Media  Cashflow" as determined by the Company may not be comparable to
     related or similar  measures  as  reported  by other  companies  and do not
     represent funds available for discretionary use.

(c)  Total  debt   including  due  to  affiliates   includes  the  senior  note,
     obligations under capital leases,  unsecured and subordinated  obligations,
     performance incentive plan liabilities and debt due to affiliates.



                                      -22-

<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

General

     The  following  discussion  and  analysis of the  financial  condition  and
results of  operations  of the Company  should be read in  conjunction  with the
consolidated  financial statements of Brill Media Company, LLC and notes thereto
included elsewhere in this document.

     Brill Media Company,  LLC was organized in 1997. The  Subsidiaries,  all of
which are wholly-owned, include various radio, newspaper and related businesses.
The Stations own and operate FM and AM radio stations in Pennsylvania, Colorado,
Indiana/Kentucky,  Minnesota/Wisconsin,  and Missouri.  The  Newspapers  own and
operate  integrated  newspaper   publishing,   printing  and  print  advertising
distribution  operations,  providing  total-market  print  advertising  coverage
throughout a thirty-one-county area in central and north-central portions of the
lower peninsula of Michigan.  The historical financial statements of Brill Media
Company,  LLC included  elsewhere in this Report include the financial  position
and results of operations on a consolidated basis.

     The Stations' revenues are derived primarily from advertising  revenues. In
general,  each Station  receives  revenues for  advertising  sold for  placement
within the Station's programming.  Advertising is sold in time increments and is
priced  primarily  based  on  a  Station's   program's   popularity  within  the
demographic group an advertiser  desires to reach, as well as quality of service
provided to the  customer,  creativity  in marketing  the client's  products and
services,  the personal relationship between the Station's account executive and
the client,  and the client's  view of the  popularity  of the Station among its
target customer base. In addition,  advertising rates are affected by the number
of advertisers competing for available time, the size and demographic make-up of
the  markets  served  by  the  Stations  and  the  availability  of  alternative
advertising  media  in the  market  area.  Rates  are  highest  during  the most
desirable listening hours, with corresponding reductions during other hours.

     During the year ended February 28, 1998, over 90% of the Stations' revenues
were  generated from local  advertising,  which is sold primarily by a Station's
sales staff.  The  remainder of the  advertising  revenues  represents  national
advertising and network  compensation  payments.  In addition to any commissions
paid to its sales staff,  the Stations  generally pay commissions to advertising
agencies on local and national  advertising and to sales representation firms on
national  advertising.  The  advertising  revenues  of a Station  generally  are
highest in the second and fourth calendar  quarters of each year, due in part to
increases in consumer  advertising  in the spring and retail  advertising in the
period  leading up to and  including the holiday  season.  During the year ended
February 28, 1998, no single customer in any of the Stations'  markets  provided
more than 2% of the Company's revenues.

     In the  broadcasting  industry,  radio  stations  often  utilize  trade (or
barter)  agreements to exchange  advertising time for goods or services (such as
other  media  advertising,  travel  or  lodging),  in lieu of cash.  In order to
preserve most of its on-air inventory for cash advertising,


                                      -23-

<PAGE>

the Company generally enters into trade agreements only if the goods or services
bartered to the Company will be used in the Company's business.  The Company has
minimized  its use of  trade  agreements  and has  sold  over  90% of its  radio
advertising time for cash for the year ended February 28, 1998. In addition,  it
is the Company's general policy not to pre-empt radio advertising spots paid for
in cash with radio advertising spots paid for in trade.

     Each Station's  financial results depend on a number of factors,  including
the general strength of the local and national economies, population growth, the
ability to provide popular programming,  local market and regional  competition,
the relative  efficiency  of radio  broadcasting  compared to other  advertising
media, signal strength,  development of competitive  technologies and government
regulation and policies.

     The  Newspapers'  revenues  are  derived  primarily  from  advertising  and
subscription   revenues  and  to  a  lesser  extent,  from  printing  and  print
distribution  revenues. In general,  newspaper  publications receive revenue for
advertising sold to reach readership  within its geographical  distribution area
and its  customers'  marketing  areas.  The combined  coverage and timing of the
numerous weekly  publications and the daily publications  provide the Newspapers
with  flexibility  and  efficiencies  to  create  a  competitive   advantage  in
attracting advertisers.  As an inducement to its customers, the Newspapers offer
advertisers  more  efficient  buys when they  purchase ad  placement in multiple
publications.  The Newspapers have a widely  diversified  customer base, and for
the  year  ended  February  28,  1998,  no  single  customer  of the  Newspapers
represented more than 2% of the Company's  revenues.  The Newspapers'  financial
results are  dependent  on a number of factors,  particularly  those that impact
local retail  sales,  including  the general  strength of the local and national
economies,  population  growth,  local and regional  market  competition and the
perceived relative efficiency of newspapers compared to other advertising media.

     The following table sets forth the percentage of revenues  generated by the
Company's Stations and Newspapers.


                                       YEARS ENDED FEBRUARY 28 OR 29,
                             --------------------------------------------------

REVENUES                     1994        1995       1996       1997       1998
--------                     ----        ----       ----       ----       ----

Stations                       51%        55%        52%        50%        51%

Newspapers                     49         45         48         50         49
                              ---        ---        ---        ---        ---

                              100        100        100        100        100
                              ===        ===        ===        ===        ===

     The primary  operating  expenses incurred in the ownership and operation of
the Stations include employee salaries and commissions, programming, advertising
and promotion expenses.


                                      -24-

<PAGE>

For the  Newspapers  the primary  operating  expenses are employee  salaries and
commissions,   newsprint  and  delivery   charges.   Newsprint   represents  the
Newspapers'  single largest raw material expense,  the cost of which is cyclical
and may vary  widely from  period to period.  The  Company  also incurs and will
continue to incur significant  depreciation and amortization expense as a result
of completed and future acquisitions of radio stations and newspapers as well as
interest  expense  due  to  existing  borrowings  and  future  borrowings.   The
consolidated  financial  statements of Brill Media  Company,  LLC tend not to be
directly  comparable from period to period due to the Company's  acquisition and
disposition activity.

Income Taxes

     The taxable  income or loss of the  Company's "S"  corporation  and limited
liability company subsidiaries for federal income tax purposes is passed through
to Mr. Brill.  Accordingly,  the financial  statements  include no provision for
federal  income taxes of the  Company's  "S"  corporation  or limited  liability
company   subsidiaries.   Certain  of  the   Company's   subsidiaries   are  "C"
corporations.  The  "C"  corporations  are in  loss  carryforward  positions  at
February 28, 1998 for income tax  purposes.  As a result of net  operating  loss
carryforwards and temporary differences, the Company has net deferred tax assets
at February 28, 1998 and 1997 of $7,831,991 and $6,022,103, respectively and has
established equivalent valuation allowances.

Impact of Year 2000

     The Company has  developed a plan to modify its  information  technology to
recognize the year 2000 and has identified critical data processing systems that
will be upgraded or replaced  with new systems.  However,  it is not possible to
estimate the extent of year 2000  deficiencies in all of the Company's  systems,
the costs to the Company of correcting such  deficiencies  and the time frame in
which any required corrections will be made. In addition, numerous uncertainties
relating  to such  matters  exist,  including  the  ability to locate,  test and
correct  or  replace   relevant   computer   codes  in  software   and  embedded
microprocessors, the availability and cost of personnel trained in this area, if
required,  and the extent to which third parties will be able to timely  correct
year 2000 problems which originate with such third parties, but which impact the
Company's operations. Given such uncertainties,  there can be no assurances that
year 2000- related deficiencies and required corrective measures will not have a
material  adverse  effect on the  Company's  business,  financial  conditions or
results of operations.

Results of Operations

Year Ended February 28, 1998 Compared to Year Ended February 28, 1997

     Revenues for the year ended  February 28, 1998 were $29.5  million;  a $2.5
million or 9.4%  increase  from $27.0  million for the year ended  February  28,
1997.  The Stations'  revenues were $15.0  million;  a 10.6% increase from $13.6
million for the year ended  February 28, 1997.  Newspapers'  revenues were $14.5
million; an 8.1% increase from $13.4 million for the year


                                      -25-

<PAGE>

ended February 28, 1997. The $1.4 million or 10.6% increase in Stations' revenue
was due to continuing operations growth, the further development of the Colorado
and Minnesota Stations,  and additional time brokerage agreement fees, offset by
lost revenue due to the  operations of the Missouri  Stations  being operated by
the  prospective  buyers  pursuant  to TBAs  effective  November  1,  1997.  The
Newspapers'  revenue  increase  of $1.1  million or 8.1% was due to fiscal  1998
third and fourth  quarter  acquisitions  of eleven weekly  shoppers,  a printing
business and two print  distribution  operations and the acquisition of a weekly
shopper in the second quarter of fiscal 1997.

     Operating expenses for the year ended February 28, 1998 were $24.4 million,
an  increase  of $1.3  million  or 5.7% from  $23.1  million  for the year ended
February  28,  1997.  The  Stations'  operating  expenses  increased  due to the
development  of  the  Colorado  and  Minnesota  Stations  and  expansion  in the
Indiana/Kentucky  market.  Newspapers' operating expenses decreased slightly due
to decreases in incentive plan expense and operating  departments  from existing
operations, offset by increases related to current and prior year acquisitions.

     Operating income for the year ended February 28, 1998 was $5.1 million,  an
increase of $1.2 million or 30.8% from $3.9 million for the year ended  February
28, 1997.  This increase was due primarily to increased  operating  revenues and
decreased charges for incentive plan expense as noted previously.

     Other  income  (expense)  for the year  ended  February  28,  1998 was $9.6
million of net expense, an increase of $3.2 million or 49% over $6.4 million for
the year ended  February 28, 1997. The increase is due to increased net interest
expense and deferred  financing cost amortization of $2.1 million in fiscal 1998
and a $1.1 million gain on the sale of the  Fargo/Moorhead  stations in the year
ended February 28, 1997. The increase of net interest  expense in fiscal 1998 is
due to additional  borrowings for acquisitions offset by $1.8 million of managed
affiliate interest income.

     The  extraordinary  item in fiscal 1998 totaled $4.1 million and  reflected
the costs  related to the early  extinguishment  of debt  which  included a $1.3
million  write-off of  previously  deferred  financing  costs and a $2.8 million
prepayment premium.

Year Ended February 28, 1997 Compared to Year Ended February 29, 1996

     Revenues for the year ended  February 28, 1997 were $27.0  million;  a $1.7
million or 6.8%  increase  from $25.3  million for the year ended  February  29,
1996.  The  Stations'  revenues were $13.6  million;  a 3.8% increase from $13.1
million for the year ended  February 29, 1996.  Newspapers'  revenues were $13.4
million; a 10% increase from $12.2 million for the year ended February 29, 1996.
The $0.5  million or 3.8%  increase in Stations'  revenue was due to  continuing
operations growth and further improvement of the Stations in Missouri, Minnesota
and  Colorado,  offset  by lost  revenue  from  the  sale of the  Fargo/Moorhead
stations.  The  Newspapers'  revenue  increase of $1.2 million or 10% was due to
continuing  operations  growth and from the fiscal 1997  acquisition of a weekly
shopper.

                                      -26-

<PAGE>

     Operating expenses for the year ended February 28, 1997 were $23.1 million,
a  decrease  of $0.2  million  or 0.8% from  $23.3  million  for the year  ended
February 29, 1996. The Stations' operating expenses decreased due to a reduction
in incentive  plan expense.  Increased  operating  expenses from new Stations in
Missouri, Minnesota and Colorado were offset by the reduction of expenses due to
the sale of the Fargo/Moorhead  radio stations.  Newspapers'  operating expenses
increased due to the fiscal 1997 shopper acquisition.

     Operating income for the year ended February 28, 1997 was $3.9 million,  an
increase of $1.9 million or 94.6% from $2.0 million for the year ended  February
29, 1996.  This increase was due primarily to increased  operating  revenues and
decreased charges for incentive plan expense as noted previously.

     Other  income  (expense)  for the year  ended  February  28,  1997 was $6.4
million of net expense,  a decrease of $0.8 million or 11% from $7.2 million for
the year ended February 28, 1996. The $0.8 million  decrease is due to increased
net interest  expense of $0.3  million  offset by the $1.1 million gain from the
sale of the Fargo/Moorhead radio stations.

     The  extraordinary  item in fiscal 1996  reflects an  adjustment of accrued
interest in the amount of $7.0 million  related to  subordinated  debt for which
contingent  interest  had been  accrued at the  maximum  rate but was reduced at
maturity pursuant to terms of an alternative  valuation  formula,  as defined in
the  agreement.  The gain was  partially  offset by the  write-off of previously
deferred financing fees of $131,000.

Liquidity and Capital Resources

     The Company's  primary  liquidity  needs are to fund capital  expenditures,
provide working capital,  meet debt service  requirements and make acquisitions.
The  Company's  principal  sources of liquidity are expected to be cashflow from
operations,  cash on hand,  additional debt  financings and  consummation of the
sale of the Missouri Properties.

     Generally, the Company's operating expenses are paid before its advertising
revenues are collected. As a result, working capital requirements have increased
as the Company has grown and will likely increase in the future.

     Net cash  provided  by  (used  in)  operating  activities  was  $2,201,000,
($513,000) and $37,000 for the years ended February 28, 1998,  February 28, 1997
and February 29, 1996, respectively.  The increase in cash provided by operating
activities in fiscal 1998 from fiscal 1997 is attributable to decreased payments
for management  fees and interest.  The decrease in cash provided from operating
activities in fiscal 1997 over fiscal 1996  resulted  primarily  from  increased
payments for management fees and interest.

                                      -27-

<PAGE>

     Net cash  provided by (used in)  investing  activities  was  ($22,387,000),
$59,000 and  ($1,167,000)  for the years ended  February 28, 1998,  February 28,
1997 and February 29, 1996, respectively.  The cash used in investing activities
for fiscal 1998 is primarily attributable to the loans to managed affiliates and
the  acquisitions  of newspapers.  The cash generated in fiscal 1997 compared to
the cash used in fiscal 1996 is due to the $1.9  million of proceeds on the sale
of radio stations in fiscal 1997 offset by increased  capital  expenditures  and
loans to managed affiliates.

     Net cash  provided  by (used  in)  financing  activities  was  $30,328,000,
($845,000) and  $2,654,000  for the years ended February 28, 1998,  February 28,
1997 and  February  29, 1996,  respectively.  The  increase in cash  provided in
fiscal  1998  is  attributable  primarily  to the  net  increase  in  long  term
borrowings offset by the payment of deferred financing costs and dividends.  For
fiscal  1997 as  compared  to  fiscal  1996,  the  net  cash  used in  financing
activities  resulted from the larger receipt of capital  contributions which was
more than offset by payment of long-term  debt,  associated  financing costs and
dividends.

     EBITDA  was  $7,015,000,  $5,334,000  and  $3,336,000  for the years  ended
February 28, 1998, February 28, 1997 and February 29, 1996, respectively. EBITDA
is defined as operating income before  depreciation  and amortization  expenses.
Media Cash Flow was  $10,520,000,  $8,010,000 and $6,673,000 for the years ended
February 28, 1998, February 28, 1997 and February 29, 1996, respectively.  Media
Cash Flow is defined as EBITDA plus  management  fees,  incentive  plan expense,
time  brokerage  agreement  fees,  acquisition  related  consulting  expense and
interest income from loans made by the Company to Managed  Affiliates.  Although
EBITDA  and Media  Cash  Flow are not  measures  of  performance  calculated  in
accordance  with GAAP,  management  believes  that these  measures are useful in
evaluating  the Company and are widely used in the media  industry to evaluate a
media company's performance.  However,  EBITDA and Media Cash Flow should not be
considered  in  isolation  or as  substitutes  for net  income,  cash flows from
operating  activities  and  other  income or cash flow  statements  prepared  in
accordance  with GAAP as measures of  liquidity or  profitability.  In addition,
EBITDA and Media Cash Flow as determined by the Company may not be comparable to
related or similar  measures as reported by other companies and do not represent
funds available for discretionary use.

     The Company has loaned  approximately  $17.3 million (of which $1.0 million
was  loaned  in June of 1998) to  Managed  Affiliates  and  received  in  return
therefor notes (the "Managed  Affiliate  Notes") which are unsecured,  mature on
January 1, 2001 and bear  interest at a rate of 12% per annum.  The  proceeds of
such loans were used by the Managed Affiliates to purchase property,  equipment,
and intangibles and to provide working capital for operations. It is anticipated
that similar relationships may be initiated with other affiliates in the future.
The  aggregate  amount of Managed  Affiliate  Notes may not  exceed $20  million
unless the Company first obtains a written opinion of an independent  investment
bank of  nationally  recognized  standing that such  transaction  is fair to the
Company from a financial point of view.


                                      -28-

<PAGE>

     As of February  28,  1998,  the Company had  approximately  $110 million of
long-term  obligations,  including  the Company's 12% Senior Notes due 2007 (the
"Senior   Notes")   and   Appreciation   Notes  due  2007   (collectively,   the
"Securities"). The Senior Notes will bear cash interest of 7 1/2% per annum from
the date of original  issuance until December 15, 1999, and at a rate of 12% per
annum from and  including  December 15, 1999 until  maturity.  The  Appreciation
Notes are  non-interest  bearing  through June 15, 1999. The Company  expects to
redeem the Appreciation  Notes on June 15, 1999. If such redemption is not made,
additional interest expense will be accrued on a prospective basis, based on the
repurchase  options  as  defined  in  Note  7  of  the  consolidated   financial
statements. The Company's ability to pay interest on the Securities when due and
to  satisfy  its  other  obligations  depends  upon its  future  growth  through
acquisitions  and  operating  performance,  and will be affected  by  financial,
business, market, technological, competitive and other conditions, developments,
pressures, and factors, many of which are beyond the control of the Company. The
Company is highly leveraged, and many of its competitors are believed to operate
with  much  less  leverage  and to  have  significantly  greater  operating  and
financial flexibility and resources.

     Historically,   the  Company  has  achieved   significant   growth  through
acquisitions.  In order for the  Company  to  achieve  needed  future  growth in
revenues and  earnings  and to replace the  revenues and earnings of  properties
that  may be  sold  by one or  more  of the  Subsidiaries  from  time  to  time,
additional  acquisitions  may be necessary.  Meeting this need for  acquisitions
will depend upon  several  factors,  including  the  continued  availability  of
suitable  financing.  There can be no  assurance  that the  Company  can or will
successfully acquire and integrate future operations.  In connection with future
acquisition opportunities,  the Company, or one or more of its Subsidiaries, may
need to  incur  additional  indebtedness  or  issue  additional  equity  or debt
instruments.  There can be no assurance  that debt or equity  financing for such
acquisitions  will be available on acceptable terms, or that the Company will be
able to identify or consummate any new acquisitions.

     In  the  past,  depreciation,   amortization,  and  interest  charges  have
contributed  significantly  to net losses  incurred  by the  Company,  and it is
expected that such net losses will continue in the future.  On a combined basis,
the Company and its predecessors reported a net loss in three of their last five
fiscal years. In the fiscal year ended February 28, 1998, the Company reported a
net loss of $8.7  million.  While the  Company  expects  that the  Subsidiaries'
cashflow will improve,  the Company  nonetheless  expects that the  Subsidiaries
will continue to incur  substantial  net losses.  There can be no assurance that
the Company will not continue to generate net losses in the future.

     In addition to its debt  service  obligations,  the  Company  will  require
liquidity  for  capital   expenditures   and  working  capital  needs.   Capital
expenditures in fiscal 1998 were $0.96 million of which $0.59 million related to
Station  operations  and $0.37  related to  Newspaper  operations.  The  Company
anticipates  that  capital  expenditures  in fiscal 1999 will  approximate  $0.9
million for existing properties.


                                      -29-

<PAGE>

     The indenture  under which the Notes were issued (the  "Indenture")  limits
the Company's ability to incur additional  indebtedness.  In addition to certain
other  permitted  indebtedness,  the  Indenture  permits  the  Company  to incur
indebtedness under revolving credit facilities.  Limitations in the Indenture on
the Company's ability to incur additional indebtedness, together with the highly
leveraged nature of the Company, could limit operating activities, including the
Company's ability to respond to market conditions,  to provide for unanticipated
capital investments or to take advantage of business opportunities.

     The Company  believes  that its cash on hand and cashflow  from  operations
will be  sufficient  to enable  the  Company  to meet all of its cash  operating
requirements for the next twelve months.

Seasonality

     Seasonal  revenue  fluctuations  are  common  in the  newspaper  and  radio
broadcasting  industries,   caused  by  localized  fluctuations  in  advertising
expenditures.  Accordingly,  the Stations' and Newspapers'  quarterly  operating
results have fluctuated in the past and will fluctuate in the future as a result
of various factors,  including  seasonal demands of retailers and the timing and
size of advertising purchases. Generally, in each calendar year the lowest level
of advertising revenues occurs in the first quarter and the highest levels occur
in the second and fourth quarters.

Inflation

     The Company  believes that  inflation  affects its business no more than it
generally affects other similar businesses.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

     The Company is not required to disclose information regarding market risk.

                                      -30-

<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                            Brill Media Company, LLC
                          (A Limited Liability Company)

                        Consolidated Financial Statements

                        Years ended February 28, 1998 and
                           1997, and February 29, 1996
 





                                    Contents

Report of Independent Auditors .............................................  32


Consolidated Financial Statements

Consolidated Statements of Financial Position ..............................  33
Consolidated Statements of Operations and Members' Deficiency ..............  34
Consolidated Statements of Cash Flows ......................................  35
Notes to Consolidated Financial Statements .................................  37


                                      -31-

<PAGE>

                         Report of Independent Auditors


The Members of Brill Media Company, LLC

We have audited the accompanying  consolidated  statements of financial position
of Brill Media  Company,  LLC as of February 28, 1998 and 1997,  and the related
consolidated statements of operations and members' deficiency and cash flows for
each of the three years in the period ended  February 28, 1998.  Our audits also
included the  financial  statement  schedule  listed in the Index at Item 14(a).
These financial  statements and schedule are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and schedule based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of Brill
Media Company,  LLC at February 28, 1998 and 1997, and the consolidated  results
of its  operations  and its cash flows for each of the three years in the period
ended  February 28, 1998,  in  conformity  with  generally  accepted  accounting
principles. Also, in our opinion, the related financial statement schedule, when
considered  in  relation  to the basic  financial  statements  taken as a whole,
presents fairly in all material respects the information set forth therein.




                                                               Ernst & Young LLP

Chicago, Illinois
April 30, 1998,
except for Note 11, as which the date is
June 15, 1998

                                      -32-

<PAGE>

                            Brill Media Company, LLC
                          (A Limited Liability Company)

                  Consolidated Statements of Financial Position

<TABLE>
<CAPTION>
                                                                              February 28
                                                                          1998             1997
                                                                     ------------------------------
<S>                                                                  <C>              <C>          
Assets
Current assets:
   Cash and cash equivalents                                         $  10,917,613    $     775,363
   Accounts receivable, net of allowance for doubtful accounts in
     1998 - $174,685 and 1997 - $112,192                                 3,544,246        3,165,668
   Interest receivable on notes from managed affiliates                    324,357            3,606
   Inventories                                                             628,711          323,483
   Other current assets                                                    567,632          208,598
                                                                     ------------------------------
Total current assets                                                    15,982,559        4,476,718

Notes receivable from managed affiliates                                16,315,747          408,401

Property and equipment                                                  20,713,615       16,398,115
Less:  Accumulated depreciation                                          8,874,995        7,831,300
                                                                     ------------------------------
Net property and equipment                                              11,838,620        8,566,815

Goodwill and FCC licenses, net of accumulated amortization in 1998
   - $1,891,192 and 1997 - $1,779,785                                   12,056,591        5,407,598
Covenants not to compete, net of accumulated amortization in 1998
   - $696,973 and 1997 - $236,706                                        3,884,427          284,414
Other assets, net                                                        6,071,047        2,162,643
                                                                     ------------------------------
                                                                        22,012,065        7,854,655
Due from affiliates, net                                                      --          5,135,648
                                                                     ------------------------------
                                                                     $  66,148,991    $  26,442,237
                                                                     ==============================

Liabilities and members' deficiency 
Current liabilities:
   Short-term note                                                   $        --      $     500,000
   Amounts payable to affiliates                                           724,587          378,637
   Accounts payable                                                        745,210          701,826
   Accrued payroll and related expenses                                    595,762          399,131
   Accrued interest                                                      1,341,390          372,394
   Other accrued expenses                                                  195,378          224,794
   Current maturities of long-term obligations                           1,005,875          882,439
                                                                     ------------------------------
Total current liabilities                                                4,608,202        3,459,221

Long-term notes and other obligations                                  109,050,787       49,592,989
Members' deficiency                                                    (47,509,998)     (26,609,973)
                                                                     ------------------------------
                                                                     $  66,148,991    $  26,442,237
                                                                     ==============================
</TABLE>

See accompanying notes 

                                      -33-

<PAGE>

                            Brill Media Company, LLC
                          (A Limited Liability Company)

          Consolidated Statements of Operations and Members' Deficiency

<TABLE>
<CAPTION>
                                                                               Year ended
                                                 Year ended February 28        February 29
                                                   1998           1997            1996
                                              --------------------------------------------
<S>                                           <C>             <C>             <C>         
Revenues                                      $ 29,566,647    $ 27,036,215    $ 25,312,931

Operating expenses:
   Operating departments                        20,805,920      19,042,885      18,639,701
   Incentive plan                                 (620,000)        627,966       1,467,034
   Management fees                               2,074,834       1,944,699       1,832,703
   Time brokerage agreement fees, net               48,000         (54,500)           --
   Consulting                                      242,992         140,992          37,493
   Depreciation                                  1,086,846       1,025,543         995,414
   Amortization                                    776,064         369,484         316,558
                                              --------------------------------------------
                                                24,414,656      23,097,069      23,288,903
                                              --------------------------------------------
Operating income                                 5,151,991       3,939,146       2,024,028

Other income (expense):
   Interest - managed affiliates                 1,759,329          16,653            --
   Interest - affiliates, net                      165,167         230,256        (293,956)
   Interest - other, net                       (10,683,620)     (7,190,504)     (6,338,941)
   Amortization of deferred financing costs       (710,893)       (488,712)       (497,198)
   Gain (loss) on sale of assets, net               (6,909)      1,076,181           3,780
   Other, net                                      (93,853)        (68,689)        (84,067)
                                              --------------------------------------------
                                                (9,570,779)     (6,424,815)     (7,210,382)
                                              --------------------------------------------
Loss before income taxes and
   extraordinary items                          (4,418,788)     (2,485,669)     (5,186,354)
Income tax provision (benefit)                     148,868         286,504         (38,869)
                                              --------------------------------------------
Loss before extraordinary items                 (4,567,656)     (2,772,173)     (5,147,485)
Extraordinary items                             (4,124,209)           --         6,915,435
                                              --------------------------------------------
Net income (loss)                               (8,691,865)     (2,772,173)      1,767,950
Members' deficiency, beginning of year         (26,609,973)    (38,354,467)    (40,122,517)
Capital contributions                                1,840      15,036,667             100
Dividends                                      (12,210,000)       (520,000)           --
                                              --------------------------------------------
Members' deficiency, end of year              $(47,509,998)   $(26,609,973)   $(38,354,467)
                                              ============================================
</TABLE>


See accompanying notes.


                                      -34-

<PAGE>

                            Brill Media Company, LLC
                          (A Limited Liability Company)

                      Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                                        Year ended
                                                          Year ended February 28        February 29
                                                           1998            1997            1996
                                                      --------------------------------------------
<S>                                                   <C>             <C>             <C>         
Operating activities
Net income (loss)                                     $ (8,691,865)   $ (2,772,173)   $  1,767,950
Adjustments to reconcile net income (loss) to
   net cash provided by (used in) operating
   activities:
     Depreciation and amortization                       1,862,910       1,395,027       1,311,972
     Amortization of deferred financing costs and
       original issue discount                           1,502,729         488,712         313,481
     Management fees accrual                               670,833        (620,451)        293,806
     Affiliate interest accrual                            (24,444)          1,842         463,594
     Additional interest accrual                         2,874,964       1,817,674       2,215,159
     Incentive plan accrual                               (620,000)        627,966       1,467,034
     (Gain) loss on sale of assets, net                      6,909      (1,076,181)         (3,780)
     Extraordinary items                                 4,124,209            --        (6,915,435)
     Changes in operating assets and liabilities:
         Accounts receivable                              (238,368)       (135,593)       (251,820)
         Other current assets                             (371,229)        109,418        (192,561)
         Accounts payable                                  (22,866)       (440,686)       (480,039)
         Other accrued expenses                          1,126,733          91,521          47,805
                                                      --------------------------------------------
Net cash provided by (used in) operating activities      2,200,515        (512,924)         37,166

Investing activities
Insurance proceeds on destroyed assets                        --           244,293            --
Purchase of property and equipment                        (959,409)     (1,268,847)       (976,938)
Purchase of newspapers, net of cash acquired            (6,574,233)        (17,222)           --
Purchase of radio stations                                    --              --           (55,000)
Proceeds from sale of radio station                           --         1,917,544            --
Proceeds from sale of assets                                30,915          44,003          13,280
Loans to managed affiliates                            (15,907,346)       (408,401)           --
Payment for noncompetition agreement                    (3,000,000)           --              --
Increase in other assets                                  (134,059)       (452,554)       (147,904)
Decrease in amounts due from affiliates                  4,157,453            --              --
                                                      --------------------------------------------
Net cash provided by (used in) investing activities    (22,386,679)         58,816      (1,166,562)
</TABLE>


                                      -35-

<PAGE>

                            Brill Media Company, LLC
                          (A Limited Liability Company)

                Consolidated Statements of Cash Flows (continued)

<TABLE>
<CAPTION>
                                                                                            Year ended
                                                           Year ended February 28          February 29
                                                            1998             1997             1996
                                                       -----------------------------------------------
<S>                                                    <C>              <C>              <C>          
Financing activities
Increase (decrease) in amounts due to affiliates       $     353,944    $     (79,309)   $      32,254
Payment of deferred financing costs and other             (8,902,305)        (491,168)      (1,616,923)
Principal payments on long-term obligations              (70,890,441)        (742,698)     (36,241,465)
Proceeds from long-term borrowings                       122,475,376          142,697       40,479,877
Payment of short-term obligation                            (500,000)            --               --
Capital contributions                                          1,840          845,210              100
Dividends                                                (12,210,000)        (520,000)            --
                                                       -----------------------------------------------
Net cash provided by (used in) financing activities       30,328,414         (845,268)       2,653,843
                                                       -----------------------------------------------
Net increase (decrease) in cash and cash equivalents      10,142,250       (1,299,376)       1,524,447
Cash and cash equivalents at beginning of year               775,363        2,074,739          550,292
                                                       -----------------------------------------------
Cash and cash equivalents at end of year               $  10,917,613    $     775,363    $   2,074,739
                                                       ===============================================

Supplemental disclosures of cash flow information:
     Interest paid                                     $   5,977,788    $   6,116,898    $   4,161,993
     Income taxes paid                                       157,432          216,046          118,131
</TABLE>

See accompanying notes.

                                     -36-

<PAGE>

                            Brill Media Company, LLC
                          (A Limited Liability Company)

                   Notes to Consolidated Financial Statements

          Years ended February 28, 1998 and 1997 and February 29, 1996


1.  Basis of Presentation and Business

Basis of Presentation

The  consolidated  financial  statements  include  the  accounts  of Brill Media
Company,  LLC  (BMC)  and  its  subsidiaries,  all of  which  are  wholly  owned
(collectively  the Company).  BMC's members are directly  owned by Alan R. Brill
(Mr. Brill). All intercompany  balances and transactions have been eliminated in
consolidation.

Effective December 30, 1997, various radio and newspaper businesses owned by Mr.
Brill were contributed,  at historical cost, to a newly formed limited liability
company, BMC Holdings, LLC (Holdings), a wholly owned subsidiary of BMC. BMC and
Holdings  were  formed in 1997 with  minimal  capital  contributions  and had no
operations prior to the contribution of the radio and newspaper businesses. This
reorganization  of entities  under  common  control has been  presented in these
consolidated financial statements similar to a pooling of interest. Accordingly,
all prior periods have been restated to reflect the reorganization.

BMC was organized as a limited  liability company under the laws of the state of
Virginia and has a term of 50 years.

Business

The Company is a diversified media enterprise that acquires,  develops, manages,
and  operates  radio  stations,  newspapers  and  related  businesses  in middle
markets.  The Company  presently owns or operates twelve radio stations  serving
five   markets   located   in    Pennsylvania,    Kentucky/Indiana,    Colorado,
Minnesota/Wisconsin,  and Missouri  (collectively  referred to herein as Radio),
and additionally,  manages three radio stations located in the  Kentucky/Indiana
market  that are owned by  affiliates  of the  Company - see Note 9. The Company
operates  integrated  newspaper  publishing,   printing  and  print  advertising
distribution  operations,  providing  total-market  print  advertising  coverage
throughout a thirty-one-county area in the central and north-central portions of
the lower peninsula of Michigan (collectively referred to herein as News). These
operations offer a two-edition daily newspaper,  twenty-two weekly publications,
two web offset  printing  operations  for  newspaper  publications  and  outside
customers, and three private distribution companies.

                                      -37-


<PAGE>

2.  Significant Accounting Policies

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with a maturity of
three months or less to be cash equivalents.

Inventories

Inventories,  consisting primarily of newsprint, are stated at the lower of cost
(first in, first out) or market.

Property and Equipment

Property and equipment are stated at cost.  Depreciation  is provided  under the
straight-line  method over the estimated  useful lives of the various  assets as
follows:

              Buildings and improvements             10 to 40 years
              Towers and antennae                    13 to 20 years
              Machinery and equipment                 3 to 20 years
              Broadcast equipment                     3 to 13 years
              Furniture and fixtures                  3 to 10 years

Intangible Assets

Goodwill and FCC licenses are being amortized as required by generally  accepted
accounting  principles.  Amortization is calculated on the  straight-line  basis
over a period of 40 years.

Covenants not to compete are being amortized on the straight-line basis over the
agreements' terms of five to six years.

Deferred  financing costs and favorable  leasehold rights are being amortized on
the  straight-line  basis  over the terms of the  underlying  debt (10 years) or
leases (3-20 years).

Long-Lived Assets

The Company annually  considers  whether  indicators of impairment of long-lived
assets held for use (including  intangibles) are present. If such indicators are
present,  the Company determines  whether the sum of the estimated  undiscounted
future cash flows is less than their carrying  amounts.  The Company  recognizes
any  impairment  loss based on the excess of the  carrying  amount of the assets
over their fair value. The Company

                                      -38-


<PAGE>

2.  Significant Accounting Policies (continued)

evaluated the ongoing  value of its property and equipment and other  long-lived
assets as of February 28, 1998.  From this  evaluation,  the Company  determined
that there were no indications of impairment and as such, no impairment loss has
been recognized for the year ended February 28, 1998.

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 amounts reported in the financial  statements and accompanying notes.
Actual results could differ from those estimates.

Advertising

Advertising costs are expensed as incurred and totaled $1,089,331, $838,534, and
$801,356,  for the years ended  February 28,  1998,  1997 and February 29, 1996,
respectively.

Revenue Recognition

The Company  recognizes revenue when an ad is aired by Radio or a publication is
distributed by News.  Radio also receives fees under time brokerage  agreements,
which are recognized based on a stated amount per month.

Recently Issued Accounting Standards

In June 1997,  the  Financial  Accounting  Standards  Board  issued SFAS No. 131
"Disclosure  about  Segments of an  Enterprise  and Related  Information"  which
requires  companies to report financial and descriptive  information about their
operating  segments based on a management  approach.  The Company is required to
adopt SFAS No. 131 in fiscal 1999.

In April 1998,  the AcSEC issued  Statement of Position  98-5  "Reporting on the
Costs of Start-Up  Activities"  (SOP),  which  requires all start-up costs to be
expensed  as  incurred.  Companies  will be  required  to  write-off  previously
capitalized start-up or organization costs upon adoption of the SOP. The Company
is required to adopt the SOP in fiscal 2000.

The Company does not expect SFAS No. 131 or the SOP to have a material effect on
its financial statements.


                                      -39-

<PAGE>

2.  Significant Accounting Policies (continued)

Reclassifications

Certain amounts in the 1996 and 1997 financial statements have been reclassified
to conform to the 1998 presentation.

3.  Acquisitions and Dispositions

During  the year  ended  February  29,  1996,  the  Company  acquired  two radio
stations,  located in Missouri and Minnesota for cash of $55,000 and  $1,069,500
in notes  payable to the  sellers.  The Company  also  secured a covenant not to
compete from one of the prior owners for $300,000  discounted at 11% to $165,290
for financial statement purposes.

On July 9, 1996, the Company acquired the common stock of Clinton  Distribution,
Inc., which owned and operated a weekly  newspaper  located in Michigan and paid
cash of $50,000 and entered into a note payable with the seller of $340,704. The
Company  also  entered  into a  covenant  not to  compete  with the  seller  for
$200,000, discounted at 12% to $127,430 for financial statement purposes.

In February,  1996,  the Company  entered into a contract to sell all  operating
assets of its radio  stations  located in Fargo,  North  Dakota,  and  Moorhead,
Minnesota, for $2,000,000 in cash. The pretax gain was approximately $1,065,000,
net of related expenses. The Company further contracted to lease the programming
of the  radio  stations  to the buyer  under a time  brokerage  agreement  (TBA)
beginning  March 1, 1996,  for  $15,000  per month,  until  transfer  of the FCC
license on August 13,  1996.  Accordingly,  other than  pursuant  to the TBA, no
broadcast  revenue  or  operating  expenses  were  recorded  for these  stations
subsequent to February 29, 1996.

On June 27,  1996,  the  Company  executed a TBA  effective  August 5, 1996,  to
operate a radio station  located in Loveland,  Colorado.  The TBA also gives the
Company an option to purchase the station.  In connection with this option,  the
Company made a nonrefundable  payment of $200,000 to the owner of the station in
fiscal  1997.  In May 1997,  the Company  exercised  its option to purchase  the
station for an additional $1,800,000 and paid $100,000 into escrow. The purchase
price  includes  the  initial  $200,000  payment,  $550,000  in cash  payable at
closing,  to which the escrow  deposit of $100,000  may be  applied,  and a note
payable to the seller in the amount of  $1,250,000.  The Company will also enter
into a five-year, $500,000 covenant not to compete.

                                      -40-

<PAGE>

3.  Acquisitions and Dispositions (continued)

On July 25, 1997,  the Company paid  $3,000,000 for a  noncompetition  agreement
among the Company,  one of the managed  affiliates  (see Note 9), and the former
owner of the related radio stations.

On October 24, 1997,  the Company  entered into  contracts to sell the operating
assets of its Missouri radio stations  (collectively,  the Missouri Properties),
for a net cash price of $7,419,000,  plus assumed  liabilities of $256,000.  The
expected pretax gain will be approximately $5 million,  net of related expenses,
which will be recognized upon transfer of the FCC licenses.  The Company further
contracted to lease the  programming of the combined radio stations to the buyer
under a TBA beginning November 1, 1997, for $50,000 per month, until transfer of
the FCC licenses is complete.  Accordingly,  other than  pursuant to the TBA, no
broadcast  revenue  or  operating   expenses  were  recorded  for  the  Missouri
Properties  subsequent  to October 31,  1997.  Applications  for transfer of the
broadcast  licenses of the Missouri  Properties  have been filed with the FCC by
the buyers.  A local  market  competitor  has  objected  to the  transfer of the
licenses  and on December  12,  1997,  filed with the FCC a Petition to Deny the
license  transfers  and to  terminate  the TBA.  No action has been taken on the
Petition to Deny by the FCC.  The  Attorney  General of the State of Missouri on
January 9, 1998  filed a civil  investigative  demand on the  Company to provide
documents in order to consider  whether the proposed  transaction  would violate
federal or Missouri antitrust laws. The Company has complied with the demand and
no further action has been taken with the State. The Company believes that, even
if the Petition to Deny were granted,  the consequences to the Company would not
be material.

During the year ended  February 28, 1998,  the Company  acquired  eleven  weekly
shopping  guide  publications,  a printing  business and two print  distribution
operations  reaching  approximately  164,000  households  in  the  north-central
portion of the lower peninsula of Michigan (the 1998 News  acquisitions)  for an
aggregate purchase price of $10,305,757.  The Company paid cash in the aggregate
of  $6,574,233  and  entered  into  notes  payable  with  the  sellers  totaling
$4,350,000 of which  $3,650,000  has been  discounted  at 12% to $3,031,524  for
financial statement purposes.  The Company also secured covenants not to compete
from the various sellers,  totaling $1,904,000,  discounted at 20% to $1,115,528
for financial statement purposes. Two weekly shopping guide publications and one
print  distribution  operation  were acquired on October 1, 1997 and nine weekly
shopping  guide  publications,   the  printing  business  and  one  distribution
operation were acquired on February 23, 1998.


                                      -41-


<PAGE>

3.  Acquisitions and Dispositions (continued)

The purchase price for the 1998 News acquisitions has been allocated as follows:


        Property and equipment                       $  3,300,000
        Intangibles                                     6,713,082
        Inventory                                         251,634
        Other assets, net of current liabilities           41,041
                                                     ------------
                                                     $ 10,305,757
                                                     ============

The above  acquisitions have been accounted for as purchases,  and the financial
statements include the results of operations from the acquisition dates.

The following table represents  unaudited pro forma financial  information which
presents the Company's  consolidated  results of operations  for the years ended
February 28, 1998 and 1997 as if the acquisitions  and dispositions  noted above
and related financings (see Note 7) occurred March 1, 1996.

                                  1998              1997
                               -----------------------------

        Revenues               $36,442,947       $34,035,512
        Operating income         6,123,253         4,984,863
        Net loss                 6,778,182         8,371,880

The pro forma  information  does not purport to be  indicative  of results  that
actually  would have  occurred had the  acquisitions,  dispositions  and related
financings  been made on the date indicated or of results which may occur in the
future.

4.  Property and Equipment

Property and equipment consists of the following at February 28, 1998 and 1997:

                                              1998              1997
                                          ----------------------------

        Land                               $  611,304       $  646,647
        Buildings and improvements          3,156,680        2,594,508
        Towers and antennae                 2,193,671        1,962,264
        Machinery and equipment             6,717,037        4,162,151
        Broadcast equipment                 4,243,808        4,106,725
        Furniture and fixtures              3,291,115        2,425,820
        Construction in progress              500,000          500,000
                                          ----------------------------
                                          $20,713,615      $16,398,115
                                          ============================


                                      -42-


<PAGE>

4.  Property and Equipment (continued)

Property and  equipment  includes the following  assets under capital  leases at
February 28, 1998:

Buildings and improvements                     $   828,337
Towers and antennae                                700,000
Machinery and equipment                            262,991
Broadcast equipment                                508,514
Furniture and fixtures                             246,115
                                               -----------
                                                $2,545,957
                                               ===========
5.  Income Taxes

The taxable income or loss of the Company's "S" corporation or limited liability
company  subsidiaries  for  federal  income tax  purposes is  ultimately  passed
through to Mr. Brill. Accordingly, the financial statements include no provision
for federal income taxes of the Company's "S"  corporation or limited  liability
company   subsidiaries.   Certain  of  the   Company's   subsidiaries   are  "C"
corporations.  The  Company  calculates  its  current  and  deferred  income tax
provisions  for the "C"  corporations  using  the  liability  method.  Under the
liability  method,  deferred tax assets and liabilities are determined  based on
differences  between financial reporting and tax basis of assets and liabilities
and are  measured  using the  enacted  tax rates and laws that will be in effect
when the differences are expected to reverse.

At February 28, 1998, the "C" corporations had net operating loss  carryforwards
of  approximately  $17.6 million for federal income tax purposes which expire in
fiscal years 1999 through 2013.

As a result of net operating loss carryforwards and temporary  differences,  the
Company has net deferred tax assets and has established a valuation allowance at
February 28, 1998 and 1997, as follows:
                                                         1998           1997
                                                     --------------------------
Gross deferred tax assets:
   Incentive plan expense                            $ 1,416,417    $ 1,685,877
   Net operating loss carryforwards                    7,048,013      5,281,599
   Other                                                 415,028        313,814
                                                     --------------------------
                                                       8,879,458      7,281,290
Gross deferred tax liabilities:
   Deferred gain on replacement assets                  (943,306)    (1,154,401)
   Other                                                (104,161)      (104,786)
                                                      -------------------------
                                                      (1,047,467)    (1,259,187)
                                                      -------------------------
Net deferred tax asset                                 7,831,991      6,022,103
Valuation allowance                                   (7,831,991)    (6,022,103)
                                                      -------------------------
Net deferred tax asset recognized in the balance
   sheet                                              $       --    $        --
                                                      =========================


                                      -43-

<PAGE>

5.  Income Taxes (continued)

Deferred  income  taxes  reflect  the net tax  effect of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes.

The components of the provision (benefit) for income taxes are as follows:

                                                                      Year ended
                                         Year ended February 28      February 29
                                          1998           1997           1996
                                       -----------------------------------------

Current federal tax                    $  22,954      $  80,000       $    --
Current state tax                        125,914        206,504         (38,869)
                                       ----------------------------------------
                                       $ 148,868      $ 286,504       $ (38,869)
                                       ========================================

The provision  (benefit) for income taxes for the "C" corporations  differs from
the amount of income tax benefit  computed by applying the United States federal
income  tax  rate to  loss  before  income  taxes  and  extraordinary  items.  A
reconciliation of the differences is as follows:

<TABLE>
<CAPTION>
                                                                                  Year ended
                                                      Year ended February 28     February 29
                                                       1998           1997           1996
                                                   ------------------------------------------
<S>                                                <C>            <C>            <C>         
"C" corporations income tax benefit at statutory
   federal tax rate                                $(1,584,605)   $  (870,606)   $(1,838,365)
Increase (decrease) resulting from:
   State income taxes, net of federal benefit         (208,356)       (17,343)      (350,071)
   Change in valuation allowance                     1,864,242      1,024,242      2,162,782
   Other, net                                           77,587        150,211        (13,215)
                                                   -----------------------------------------
Income tax provision (benefit)                     $   148,868    $   286,504    $   (38,869)
                                                   =========================================
</TABLE>

                                      -44-

<PAGE>

6.  Other Assets

Other assets consist of the following at February 28, 1998 and 1997:

                                                        1998             1997
                                                     ---------------------------

Deferred financing costs                             $5,581,835       $2,105,218
Favorable leasehold rights                              384,728          384,728
Other                                                   691,072          923,437
                                                     ---------------------------
                                                      6,657,635        3,413,383
Less:  Accumulated amortization                         586,588        1,250,740
                                                     ---------------------------
                                                     $6,071,047       $2,162,643
                                                     ===========================

7.  Long-Term Notes and Other Obligations

Long-term obligations consist of the following at February 28, 1998 and 1997:

<TABLE>
<CAPTION>
                                                                           1998          1997
                                                                      ---------------------------
<S>                                                                     <C>          <C>       
Senior unsecured notes (net of unamortized discount of
   $9,817,227), interest only payable semi-annually                    $95,182,773   $       --
Senior note, interest at 17 1/2%                                              --       41,824,718
Senior secured  seller  notes,  payable in  quarterly  installments
   of $127,648 including  interest at stated rate of 7% with final
   installment of $1,895,638 due February 2004                           3,031,524           --
Senior secured seller notes, payable monthly                               801,191        872,929
Mortgage notes, payable monthly                                          1,143,912      1,297,055
Capital leases, payable monthly                                            782,802        959,000
Subordinated secured seller notes, payable monthly                       1,533,578        945,286
Appreciation notes, unsecured and subordinated, (net of unamortized
   discount of $581,383)                                                 2,418,617           --
Unsecured noncompetition agreements, net of imputed interest,
   payable through 2004                                                  1,115,528           --
Unsecured notes, payable monthly                                           511,737        421,440
Performance incentive plans                                              3,535,000      4,155,000
                                                                      ---------------------------
                                                                       110,056,662     50,475,428
Less:  Current maturities                                                1,005,875        882,439
                                                                      ---------------------------
                                                                      $109,050,787   $ 49,592,989
                                                                      ===========================
</TABLE>


                                      -45-

<PAGE>

7.  Long-Term Notes and Other Obligations (continued)

On December 30, 1997, the Company issued  $105,000,000  of 12% senior notes (the
Senior Notes) and $3,000,000 of  appreciation  notes (the  Appreciation  Notes),
both due in 2007.  The Company  received  net  proceeds of  approximately  $96.8
million.  The proceeds were used,  in part,  to pay off the  Company's  existing
senior  note  of $70  million  plus  accrued  interest  of  $1.9  million  and a
prepayment  penalty of $2.8  million.  The  Company  also  wrote off  previously
deferred financing costs of $1,324,209 related to the senior note. This expense,
plus the prepayment penalty,  has been reflected as an extraordinary loss on the
early  extinguishment  of debt in the accompanying  1998 statement of operations
and members' deficiency.

The Senior Notes bear cash interest,  payable semiannually,  at a rate of 7 1/2%
through December 15, 1999, and at 12% after such date until maturity. The Senior
Notes were issued at a discount  of  approximately  $10,539,000,  which is being
amortized  to yield an  effective  interest  rate of 12.2%  over the term of the
Senior  Notes.  The Senior  Notes are not  redeemable  by the  Company  prior to
December 15, 2002 except in the event of an initial public offering.  After such
date, the Senior Notes are redeemable, at the Company's option, at the following
redemption  prices (expressed in percentages of principal  amount),  if redeemed
during the 12 month period  commencing  on December  15th of the years set forth
below, plus accrued and unpaid interest:

         Period                              Redemption Price
         ------------------------------------------------------
         2002                                      106%
         2003                                      104%
         2004                                      102%
         2005 and thereafter                       100%

In addition,  the Senior Notes are  redeemable at the  Company's  option upon an
initial public offering of the Company's capital stock with proceeds of at least
$25 million.  In such event,  the Company may redeem up to 25% of the  aggregate
principal  amount of the Senior Notes at 112% of the Accreted Value, as defined,
prior to December 15, 1999,  and at 112% of the principal  amount  subsequent to
December  15,  1999,  provided  the  principal  amount  outstanding  after  such
redemption is at least $79 million.


                                      -46-

<PAGE>

7.  Long-Term Notes and Other Obligations (continued)

Upon the  occurrence  of a change in  control,  as  defined,  each holder of the
Senior Notes has the right to require the Company to purchase all or any part of
such  holder's  notes,  in the case of a  repurchase  date prior to December 15,
1999,  at a purchase  price in cash equal to 101% of the Accreted  Value and for
any  repurchase  date on or after December 15, 1999, at a purchase price in cash
equal to 101% of the principal amount thereof, plus accrued and unpaid interest.

The Appreciation  Notes are non-interest  bearing but were discounted at 17% for
financial  reporting  purposes  resulting  in  an  original  issue  discount  of
approximately $651,000. This original issue discount is being amortized to yield
an effective  interest rate of 17% through June 15, 1999,  based on management's
expectation   that  the  Company  will  redeem,   subject  to  certain   defined
limitations, the Appreciation Notes on such date.

The Appreciation Notes entitle the holder to a cash payment, at maturity,  equal
to the principal  amount plus the amount by which the specified  percentage,  as
defined,  of the value,  as  defined,  of the Company at  maturity,  exceeds the
principal amount. The specified  percentage is approximately 5% and the value of
the  Company  is equal to 12 times  media cash flow,  as  defined,  for the most
recent  four  fiscal  quarters  plus  the cash  and  cash  equivalents  less the
aggregate  amount  of  indebtedness,   as  defined,   of  the  Company  and  its
subsidiaries.  If an initial public  offering has not occurred,  the Company may
redeem the Appreciation Notes at the following dates and amounts.

         June 15 of                                 Amount
         ------------------------------------------------------

             1999                               $  3,000,000
             2000                                  8,300,000
             2001                                 12,800,000
             2002                                 18,000,000
             2003                                 24,000,000
             2004                                 31,000,000
             2005                                 39,000,000
             2006                                 48,000,000
             2007                                 58,000,000

Upon the  occurrence  of an  initial  public  offering,  sale of the  Company or
liquidation of the Company,  each holder of the Appreciation Notes has the right
to require the Company to redeem all or any part of such  holder's  notes at the
relevant Specified Event Purchase Price, as defined. In addition,  if an initial
public  offering  has not  occurred  on or  before a date set forth  below,  the
holders may require the Company to redeem its Appreciation

                                      -47-

<PAGE>


7.  Long-Term Notes and Other Obligations (continued)

Notes,  in whole or in part,  on such  date at a price  equal to their  pro rata
percentage,  of the amount set forth below opposite such date (which amount,  in
each case, represents payment in full of all principal and interest thereon):

              Date                                 Amount
         ---------------------------------------------------

         June 30, 2003                           $24,300,000
         June 30, 2004                            20,000,000
         June 30, 2005                            13,000,000

Should the  Company  not  redeem the  Appreciation  Notes on June 15,  1999,  as
expected  by  management,  additional  interest  expense  will be  accrued  on a
prospective  basis,  based on the  optional  and  mandatory  repurchase  options
defined above.

 
The  Senior  Notes are  senior  unsecured  obligations  of the  Company  and the
Appreciation Notes are unsecured  subordinated  obligations of the Company.  The
Senior  Notes and  Appreciation  Notes are  unconditionally  guaranteed,  fully,
jointly, and severally,  by each of the Company's  subsidiaries (the Guarantors)
all of which are wholly owned.  BMC is a holding  company and has no operations,
assets,  or cash  flows  separate  from  its  investments  in its  subsidiaries.
Accordingly,  separate financial statements and other disclosures concerning the
Guarantors have not been presented  because  management has determined that they
would not be material to investors.

The Senior Notes  restrict  the Company from the  following in excess of defined
limitations:  incurring additional  indebtedness;  making restricted payments to
subsidiaries;  creating or permitting any liens to exist;  making  distributions
from restricted subsidiaries;  selling assets and subsidiary stock; transactions
with   affiliates;    completing   sale/leaseback   transactions;    designating
unrestricted  subsidiaries;  establishing  future note  guarantors,  engaging in
other  than  permitted   business   activities;   and  completing   mergers  and
acquisitions.

The Company's  senior secured seller notes and mortgage notes are secured by the
respective property for which the loan was initiated, and are effectively senior
in right of payment to the Senior Notes.

During fiscal year 1998 and 1997,  the Company  entered into new capital  leases
totaling approximately $109,000 and $347,000 respectively.  The present value of
obligations  under  capital  leases at February 28, 1998,  includes  $478,541 in
amounts due to affiliates of the Company.

                                      -48-

<PAGE>

7.  Long-Term Notes and Other Obligations (continued)

The Company has performance incentive plans with certain executives.  Such plans
accumulate value based on certain defined  performance  factors.  The executives
were vested to the extent of $3,535,000 and $4,155,000,  as of February 28, 1998
and 1997, respectively,  which was recorded as a long-term obligation.  Payments
under the terms of the plans  would  commence  only upon the death,  disability,
retirement, or termination of employment of an executive, and can be made at the
discretion  of the  Company in  amounts  and on terms no less  favorable  to the
executive than quarterly payments of 2.5% of the vested amount.

In fiscal 1996, the Company paid $3,250,000 to a subordinated note holder.  This
payment  reflected the original  principal  only,  and  $7,046,813 of contingent
interest  which had been  accrued at the  maximum  rate was  reduced at maturity
pursuant to the terms of an  alternative  valuation  formula,  as defined in the
agreement.  The Company  also wrote off certain  previously  deferred  financing
costs  at the  time  of the  refinancing  totaling  $131,378.  The  net  gain of
$6,915,435  related to these transactions has been reflected as an extraordinary
item in the accompanying 1996 statement of operations and members' deficiency.

Aggregate maturities of long-term  obligations during the next five years are as
follows:

           Fiscal Year                   Amount
           -------------------------------------------
           
           1999                           $1,005,875
           2000                            1,081,910
           2001                            1,160,023
           2002                              908,607
           2003                              837,919

The estimated fair market value of the Company's  Senior Notes and  Appreciation
Notes was  approximately  $99,225,000 at February 28, 1998, based on the average
trading  price at that date.  The fair market value of the  Company's  remaining
long-term debt approximates its carrying value.


                                      -49-

<PAGE>

8.  Commitments

The Company leases  certain land,  buildings,  and  equipment.  Rent expense for
fiscal  years  1998,  1997,  and  1996 was  $278,592,  $247,328,  and  $210,998,
respectively.  Future minimum lease payments  under  operating  leases that have
initial or  remaining  noncancelable  terms in excess of one year as of February
28, 1998, are as follows:

            Fiscal Year                      Amount
            ---------------------------------------
            
            1999                           $166,022
            2000                             70,388
            2001                             27,813
            2002                             20,192
            2003                             20,452
            Thereafter                       76,148

9.  Transactions With Affiliates

Brill Media  Company,  LP (BMCLP),  owned  indirectly by Mr.  Brill,  is a group
executive management operation which provides supervisory activities and certain
corporate-wide  administrative  services to the Company. BMCLP earns a fee, paid
monthly  as  permitted,   based  on  a  percentage  of  revenue  under  standard
contractual  arrangements.  The  Company  incurred  management  fees to BMCLP in
fiscal years 1998,  1997, and 1996 of approximately  $2,075,000,  $1,945,000 and
$1,833,000,  respectively. The payment of management fees is subordinated to the
payment of the Company's obligations under the Senior Notes.

The Company has management  agreements and loans with  affiliates,  owned by Mr.
Brill,  which  operate  radio  stations in the same markets as the  Company.  In
accordance  with the  management  agreements,  the managed  affiliates pay fixed
management  fees plus a  variable  fee based on  performance,  as  defined.  The
Company earned $240,000 and $40,000 in fiscal years 1998 and 1997, respectively,
in management fees from these managed affiliates.

At February 28, 1998 and 1997, notes receivable from managed  affiliates totaled
$16,315,747  and  $408,401  plus  accrued   interest  of  $324,357  and  $3,606,
respectively.  In connection with the Company's issuance of the Senior Notes and
Appreciation  Notes - see Note 7, the Company  refinanced the outstanding  17.5%
notes  receivable  from managed  affiliates.  The current notes  receivable bear
interest at 12%, payable  semi-annually.  Principal and any outstanding  accrued
interest is due in January 2001. The Senior Notes indenture generally limits the
Company to $20 million of outstanding loans to managed affiliates.

                                      -50-

<PAGE>

9.  Transactions With Affiliates (continued)

At February 28, 1997, due from  affiliates  included notes  receivable  from Mr.
Brill totaling  $3,966,194,  plus accrued  interest of $84,244,  affiliate notes
receivable  of  $1,886,909  plus  accrued  interest of $28,840,  and $40,000 for
management  fees from the managed  affiliates,  net of accrued  management  fees
payable of $144,153,  operating  payables due to affiliates  of $226,386,  and a
$500,000 demand note payable which bears interest at prime plus 1% (effectively,
9.25% at February 28, 1997). At February 28, 1997, amounts payable to affiliates
include notes payable of $374,779, plus accrued interest of $3,858.

At February 28, 1998,  amounts payable to affiliates  include accrued management
fees of $184,346 and other  operating  payables of $40,241 and a $500,000 demand
note  payable  which  bears  interest  at prime  plus 1%  (effectively,  9.5% at
February 28, 1998).
 

An affiliate of the Company has  exercised its option to acquire a facility that
is currently partially occupied by the Company.  The Company will effect a lease
with and has advanced to this affiliate  $500,000 for the Company's share of the
"build out" costs to renovate and occupy  additional  space in this  facility to
consolidate  certain of its operations.  Additionally,  another affiliate of the
Company acquired a building that upon completion of its build out will be leased
to and occupied by the Company.  Each of the leases will be at prevailing market
rental rates.

 
During  the  year  ended  February  28,  1997,  the  Company   received  capital
contributions of $15,036,667,  of which  $14,191,457 were outstanding  affiliate
receivables  owed to BMCLP by the Company and were offset by Company payables to
BMCLP.

10.  Business Segments

The Company has been engaged in two principal businesses: operation of AM and FM
radio  stations  (Radio)  and  publication  of daily and weekly  newspapers  and
shoppers (News).

                                      -51-

<PAGE>

10.  Business Segments (continued)

Information  for the years ended  February  28, 1998 and 1997,  and February 29,
1996,  regarding  the  Company's  major  business  segments is  presented in the
following table:

                                          Radio           News          Total
                                       -----------------------------------------
Revenues:
   1998                                $15,038,174    $14,528,473    $29,566,647
   1997                                 13,595,820     13,440,395     27,036,215
   1996                                 13,095,663     12,217,268     25,312,931
Operating income:
   1998                                  1,743,993      3,407,998      5,151,991
   1997                                  1,897,712      2,041,434      3,939,146
   1996                                    883,897      1,140,131      2,024,028
Identifiable assets:
   1998                                 35,740,717     30,408,274     66,148,991
   1997                                 11,074,545     15,367,692     26,442,237
   1996                                 14,499,338     11,511,203     26,010,541
Depreciation and amortization expense:
   1998                                  1,271,684        591,226      1,862,910
   1997                                    917,438        477,589      1,395,027
   1996                                    807,917        504,055      1,311,972
Capital expenditures:
   1998                                    590,527        368,882        959,409
   1997                                    336,952        931,895      1,268,847
   1996                                    819,440        157,498        976,938

11.  Subsequent Event

On June 15,  1998,  the  Company  made  additional  loans to managed  affiliates
totaling $1,000,000.


                                      -52-


<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

     The Company  has not made any changes in, nor has it had any  disagreements
with its accountants on, accounting and financial disclosure.


                                      -53-

<PAGE>

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Directors  of Media are  elected  annually  by its sole  shareholder,  BMC.
Executive  officers  of Media are  elected  by,  and serve at the  pleasure  of,
Media's board of directors.  The following table sets forth certain  information
with regard to Media's principal executive officers and directors as of June 30,
1998:

    NAME                AGE                    POSITION
    ----                ---                    --------

Alan R. Brill           55     Director, President, Chief Executive Officer and
                               Treasurer
Robert M. Leich         55     Director
Philip C. Fisher        59     Director
Clifton E. Forrest      49     Director, Vice President (Newspapers), and
                               Assistant Secretary
Charles W. Laughlin     69     Director
Alan L. Beck            46     Vice President (Radio)
Donald C. TenBarge      40     Vice President, Chief Financial Officer,
                               Secretary and Assistant Treasurer

     Information concerning the experience and affiliations of the directors and
executive officers of Media is as set forth below.

     ALAN R. BRILL, DIRECTOR,  PRESIDENT, CHIEF EXECUTIVE OFFICER AND TREASURER.
Mr. Brill founded the Company's  predecessor beginning in 1981 and has worked in
the media  industry for 24 years.  Prior to starting  the  Company,  after Peace
Corps  service in Ecuador,  Mr. Brill joined Arthur Young & Co. in New York City
where he practiced as a CPA with a diversified  clientele.  In 1972, he joined a
new,  publicly-traded  real  estate  investment  trust  in  Atlanta  as a senior
financial  and  administrative  executive.  The trust was  involved in short and
long-term real estate loans, primarily to proprietary hospitals. In 1973, he was
recruited by Worrell Newspapers,  Inc., a large, privately-owned newspaper group
headquartered in Charlottesville,  Virginia,  as its chief financial officer and
named to the company's Board of Directors. As a senior executive in the company,
Mr.  Brill  was  involved  in or  responsible  for  all the  company's  numerous
acquisitions and financings,  had a role in most significant  operating  matters
and built a small  television  group for the  company.  Soon  after the  founder
transferred  his  ownership  interest to his son and withdrew from the business,
Mr. Brill left Worrell to form the Company's predecessor in 1981. Mr. Brill

                                      -54-

<PAGE>

earned a B.A. in economics and mathematics from DePauw  University and an M.B.A.
from Harvard Business School. Mr. Brill is a Certified Public Accountant.

     ROBERT  M.  LEICH,   DIRECTOR.   Mr.  Leich  is  President  of  Diversified
Healthcare, Inc., successor to Charles Leich & Co., one of the country's largest
independent  drug  distributors.   He  is  a  director  of  Old  National  Bank,
Evansville,  Indiana and of the National Wholesale Druggists Association. He has
served on the board of numerous  civic and  business  organizations.  Mr.  Leich
graduated  from Yale  University  and  received  his M.B.A.  degree from Indiana
University at Bloomington.

     PHILIP C. FISHER,  DIRECTOR. Dr. Fisher is Dean of Business,  University of
Southern  Indiana and has  published  extensively  on the case study  method for
entrepreneurial  businesses.  He has held  numerous  civic and  business  posts,
including  the board of the  Evansville  Chamber of Commerce  and the  executive
committee  of the  Indiana  Council for  Economic  Education.  He  received  his
undergraduate  degree from Wayne State College, an M.B.A. from the University of
South  Dakota,  and a Ph.D.  from the  Graduate  School of  Business of Stanford
University.

     CLIFTON E. FORREST,  DIRECTOR,  VICE PRESIDENT  (NEWSPAPERS)  AND ASSISTANT
SECRETARY. Mr. Forrest joined the Company's predecessors in 1981 as publisher of
CMN. In 1987, he moved to Evansville  to become a senior  officer of BMCLP.  His
responsibilities  consist of managing the publishing,  printing and distribution
areas and overseeing employee benefit plans, risk management programs, personnel
issues,  and  certain  other  matters.  Mr.  Forrest  has 33 years  of  industry
experience  including 10 years at Worrell  Newspapers,  Inc.  where he served in
various roles publishing daily and weekly  newspapers in five different  states.
Mr.  Forrest  earned a B.A.  degree with an emphasis in  journalism,  marketing,
advertising and industrial sociology from Wichita State University.

     CHARLES W. LAUGHLIN,  DIRECTOR.  Mr.  Laughlin is a lawyer and presently of
counsel to Thompson & McMullan,  P.C.,  a law firm in  Richmond,  Virginia.  Mr.
Laughlin  received his  undergraduate  degree from the College of William & Mary
and his J.D. from the University of Virginia.  After completing a clerkship with
the United States Court of Appeals for the Fourth Circuit,  he has practiced law
in Richmond,  Virginia since 1956 and has served as counsel to the Company since
its inception.

     ALAN L. BECK,  VICE  PRESIDENT  (RADIO).  Mr.  Beck  joined  the  Company's
predecessor in 1985 as President/General  Manager of the Pennsylvania  Stations.
After two  years,  he moved to the BMCLP  where he became  Vice  President-Radio
Group Operations.  Currently, his major responsibilities include supervising the
Stations and promotional companies through the general managers, and acting as a
resource for other operations. Mr. Beck has 22 years of experience in all facets
of the  radio  and  television  industries.  Mr.  Beck  earned a B.A.  degree in
marketing from Southern Illinois University.

                                      -55-

<PAGE>

     DONALD C. TENBARGE, VICE PRESIDENT,  CHIEF FINANCIAL OFFICER, SECRETARY AND
ASSISTANT  TREASURER.  Mr.  TenBarge joined BMCLP in 1988. He is responsible for
the financial  management  and reporting of all  operations  and  companies.  In
addition to managing the information  systems, Mr. TenBarge also participates in
financing activities and acquisitions.  Prior to joining BMCLP, Mr. TenBarge was
a manager  in a regional  CPA firm  where he spent  nine  years  engaged in many
aspects of audit, tax, systems,  and financial  planning.  Mr. TenBarge earned a
B.S. in Accounting  from the University of Evansville and is a Certified  Public
Accountant.

     The Company's  businesses depend to a significant  extent upon the efforts,
abilities, and expertise of Messrs. Brill, TenBarge, Beck, and Forrest. The loss
of any of these executives of BMCLP  potentially would have an adverse effect on
the Company. Neither BMCLP nor the Company has any long-term employment contract
with Mr. Brill or any other  executive  officer.  Mr. Brill has procured key man
insurance  on his life in the face  amount  of $5.0  million  for the  Company's
benefit.

     To the full extent permitted by applicable Virginia law, Media is obligated
to indemnify its officers and directors for liabilities and expenses incurred by
them because of their status as officers or directors of Media.

ITEM 11.  EXECUTIVE COMPENSATION

     The following table sets forth the compensation  paid by the Company to Mr.
Brill,  as  its  President,  Chief  Executive  Officer  and  Treasurer,  in  all
capacities  during the  periods  indicated.  The  Company did not pay any of its
executive officers salary and bonus in excess of $100,000 in fiscal 1998.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                         ANNUAL COMPENSATION
                                                        -----------------------------------------------------
                                                                               OTHER ANNUAL       ALL OTHER
                                                        SALARY      BONUS      COMPENSATION      COMPENSATION
NAME AND PRINCIPAL POSITION                 YEAR           $          $             $                 $
---------------------------                 ----        ------      -----      ------------      ------------
<S>                                         <C>            <C>        <C>           <C>               <C>
Alan R. Brill...........................    1998           0          0             0                 0
  President, Chief Executive Officer,
  Treasurer and Director(1)
</TABLE>

----------
(1) Mr. Brill received no compensation from the Company, and the other executive
officers of the Company received no significant  compensation  from the Company.
All such  persons  also serve as  officers  of, and receive  compensation  from,
BMCLP. BMCLP provides  management services to the Company and also to affiliated
and  unaffiliated  entities  other than the Company  pursuant to  administrative
management  agreements.  During fiscal 1996,  fiscal 1997 and fiscal 1998, BMCLP
earned approximately $1.8 million, $1.9 million and $2.1 million,  respectively,
for such  services  to the  Company.  See  "Certain  Relationships  and  Related
Transactions."


                                      -56-

<PAGE>

Options/SAR Grants in Fiscal 1998

         The  following  table sets forth  certain  information  with respect to
option grants made to Mr. Brill for the fiscal year ended February 28, 1998.

<TABLE>
<CAPTION>
                                                                                                      POTENTIAL
                                                                                                     REALIZABLE
                                                    PERCENT OF                                    VALUE AT ASSUMED
                                NUMBER OF              TOTAL                                      ANNUAL RATES OF
                               SECURITIES          OPTIONS/SARS                                     STOCK PRICE
                               UNDERLYING           GRANTED TO          EXERCISE                  APPRECIATION FOR
                              OPTIONS/ SARS        EMPLOYEES IN           PRICE     EXPIRATION      OPTION TERM
NAME                             GRANTED            FISCAL YEAR          ($/SH)        DATE         5%       10%
----                             -------            -----------          ------        ----         --       ---
<S>                                 <C>                 <C>                <C>          <C>         <C>       <C>   <C>
Alan R. Brill............           0                   N/A                N/A          N/A         $0        $0    $
                                                                                                                    0
</TABLE>

          AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 1998 AND 1998
                        FISCAL YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                                                   NUMBER OF SECURITIES         VALUE OF UNEXERCISED
                               SHARES                             UNDERLYING UNEXERCISED        IN-THE-MONEY OPTIONS/
                             ACQUIRED ON                          OPTIONS/SARS AT FISCAL        SARS AT FISCAL YEAR-
                               EXERCISE           VALUE           YEAR-END, EXERCISABLE/          END, EXERCISABLE/
NAME                           (#)(1)         REALIZED ($)           UNEXERCISABLE (#)               UNEXERCISABLE
----                           ------         ------------           -----------------               -------------
<S>                               <C>              <C>                      <C>                           <C>
Alan R. Brill..........           0                $0                       0                             $0
</TABLE>

     The Company  made no grants to Mr.  Brill of options or stock  appreciation
rights, and Mr. Brill did not exercise any stock or appreciation  rights, in the
fiscal year ended  February 28,  1998.  Mr. Brill held no options or SARs of the
Company as of February 28, 1998.

Incentive Plan Agreements and Compensation of Directors

     The Company has entered into  performance  incentive plan  agreements  (the
"Plans")  with Clifton E. Forrest  with respect to the  Newspapers  business and
Alan L. Beck with respect to the Stations'  business (the "Executives") in their
capacities  as  executives  of the  Company.  The  Plans  accumulate  increments
annually based on certain defined performance criteria. As of February 28, 1998,
vested  interests of the  Executives  in the Plans  totaled  $1,500,000  for Mr.
Forrest,  and  $1,535,000  for Mr. Beck.  Payments under the Plans will commence
only upon fulfillment of certain contingencies, including the Executive's death,
disability,  retirement,  or  employment  termination  and can be  paid,  at the
Company's  option,  in amounts not to exceed  quarterly  payments of 2.5% of the
Executive's   vested  amount.   The  Company  also  participates  in  a  defined
contribution  profit  sharing  plan to  which  all  Company  employees  may make
voluntary contributions.

     In the year ended  February 28, 1998,  Thompson & McMullan,  P.C. (to which
Mr.  Laughlin is of counsel)  received  approximately  $389,000 in fees from the
Company.

                                      -57-

<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

     Mr. Brill is the ultimate owner of all of the equity of the Company.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Since their organization or acquisition, each Subsidiary or affiliate owner
of a Newspaper or Station has paid management fees to Brill Media Company,  L.P.
("BMCLP")  pursuant to management  agreements  (the  "Administrative  Management
Agreements").  BMCLP is a limited partnership whose limited partners are Alan R.
Brill and Northwest Radio, Inc., an affiliate owned indirectly by Mr. Brill, and
whose general  partner is Brill Media  Company,  Inc.,  also an affiliate of the
Company  also  owned  by Mr.  Brill.  Acting  pursuant  to  such  Administrative
Management Agreements, BMCLP is responsible for and provides to the Stations and
Newspapers  long-range  strategic  planning,  management  support and oversight,
establishment   of  primary  policies  and  procedures,   resource   allocation,
accounting and auditing,  regulatory and legal  compliance and support,  license
renewals and the evaluation of potential acquisitions.  In addition,  executives
of BMCLP visit the  Company's  Stations and  Newspapers  on a frequent  basis to
review  performance,  to assist local management with  programming,  production,
sales, and recruiting efforts, to develop, implement, and verify overall Station
and Newspaper  operating and marketing  strategies,  and, most  importantly,  to
remain aware of  developments  in each market.  The  executives of BMCLP are the
same persons that are executives of BMC (see  "Directors and Executive  Officers
of the  Registrant"),  for which they presently receive no compensation from the
Company.

     Pursuant  to such  Administrative  Management  Agreements,  BMCLP  earns an
annual fee,  paid monthly as permitted,  equal to ten percent of each  Station's
net cash revenues and five percent of each of the Newspapers' net cash revenues.
Non-operating  Subsidiaries  and  affiliates pay a nominal flat fee for any such
service received.  For the years ended February 28, 1998,  February 28, 1997 and
February  29,  1996  the  aggregate  amount  of such  Administrative  Management
Agreement fees charged to  Subsidiaries  was  approximately  $2.1 million,  $1.9
million and $1.8 million, respectively.

     Pursuant  to  reimbursement  agreements,  from  time  to  time  third-party
services or products (such as insurance coverage) may be provided to one or more
of the Company, its Subsidiaries,  or their affiliates, in which case such costs
are  reimbursed  on a ratable  basis to the  provider,  which may be BMCLP,  the
Company, or another Subsidiary or affiliate.

     From time to time one or more of the  Subsidiaries  may provide  management
services to a Managed  Affiliate on an agreed fee basis for  services  rendered.
Such fees  generally  consist of a nominal fixed fee plus a variable  additional
fee  based  upon  the  Managed  Affiliate's  performance.  One of the  Company's
Subsidiaries, Tri-State Broadcasting, Inc.


                                      -58-

<PAGE>

("Tri-State") has entered into such agreements (the "Tri-State Agreements") with
two Managed Affiliates, TSB III, LLC, the owner and operator of Stations WSTO-FM
and  WVJS-AM  licensed to  Owensboro,  Kentucky  and TSB IV, LLC,  the owner and
operator of Station  WKDQ-FM,  licensed to Henderson,  Kentucky,  each an entity
wholly owned  indirectly  by Mr. Brill.  Pursuant to the  Tri-State  Agreements,
Tri-State  will  receive  from each of the Managed  Affiliates  a monthly fee of
$10,000  and an  additional  annual  fee  based  upon such  Managed  Affiliate's
financial  performance.  The Company charged the Managed Affiliates $240,000 for
the year ended February 28, 1998, for such services.

     During the year ended February 28, 1998,  the Company  declared and paid in
cash $12.2 million in dividends.

     On a temporary basis, at a present cost of approximately  $70,000 per year,
a Subsidiary,  Central Michigan Newspapers, Inc. ("CAN"), presently leases space
from the current owner of a facility that will be owned by CMR Investments, L.P.
("CMR") a limited partnership affiliate of the Company (in which BMCLP's and the
Company's executives, Messrs. Brill, Forrest, and Beck each has an interest as a
limited  partner) after closing of the purchase of such property by CMR. CAN has
advanced  to CMR  the sum of  $500,000  (a  portion  of the  insurance  proceeds
resulting from a fire loss at CAN's prior production facilities) for CAN's share
of the "build out" costs of new  quarters  that CAN will lease from CMR and will
occupy after CMR has acquired and renovated the  property.  After  renovation is
complete,  CMR and CAN will  effect the  long-term  lease for  occupancy  of the
improved  property  for  use as  the  Newspapers'  main  office  and  production
facility,  all at a cost no greater  than that  required  for  comparable  space
elsewhere in that market, if available,  and CAN will be relieved of its present
several facility commitments.

     DRI, LLC, an affiliate  owned  indirectly by Mr. Brill,  recently  acquired
title  to a  building  in  Duluth,  Minnesota  (the  "Duluth  Building").  It is
anticipated  that DRI,  LLC will enter into a lease on market  rental terms with
the Subsidiary  Northland  Broadcasting,  LLC for use of a portion of the Duluth
Building  as a studio  facility  for the Duluth,  Minnesota/Superior,  Wisconsin
Stations.

     From time to time various Company  Subsidiaries and affiliates have entered
into loan transactions between themselves,  which transactions are duly recorded
in the appropriate Company books and records and the annual effects of which are
fully reflected in the Company's financial statements.

     The Company has loaned  approximately  $17.3 million (of which $1.0 million
was  loaned  in June of 1998) to  Managed  Affiliates  and  received  in  return
therefor Managed Affiliate Notes which are unsecured,  mature on January 1, 2001
and bear  interest at a rate of 12% per annum.  The  proceeds of such loans were
used by the Managed Affiliates to purchase property,  equipment, and intangibles
and to provide working  capital for operations.  Total interest income earned by
the Company on these loans totalled $1,759,000 for the year


                                      -59-

<PAGE>

ended February 28, 1998. It is  anticipated  that similar  relationships  may be
initiated  with other  affiliates in the future.  No  transaction  may cause the
aggregate principal amount of Managed Affiliate Notes then outstanding to exceed
$20.0 million  unless:  (i) the Board of Directors,  including a majority of the
disinterested members of the Board, determines that the terms of the transaction
are no less  favorable  than those that  could be  obtained  at the time of such
transaction  in  arms-length  dealings with a person who is not an  "Affiliate";
(ii) the Company obtains a written opinion of an independent  investment bank of
nationally  recognized standing that the transaction is fair to the Company from
a financial  point of view; and (iii) the Company at the time of the transaction
is able to make a  "Restricted  Payment"  (as  such  terms  are  defined  in the
Indenture) in an amount equal to such excess amount.

     BMCLP will provide  management  services to certain of the Subsidiaries and
may provide such  services to other  affiliates.  Mr.  Brill owns and  controls,
directly or indirectly,  all of such  entities,  which also may enter into other
contractual  relationships  from time to time. Such  relationships may present a
conflict between Mr. Brill's interests,  as the ultimate owner of all parties to
such relationships, and the interest of the holders of the Securities.

     The  Company  is  subject  to  provisions  of  Virginia  law that  restrict
transactions between the Company and its directors and officers, but the Company
does not additionally have a conflicts policy.

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K

(A)(1) CONSOLIDATED FINANCIAL STATEMENTS

       The  following  consolidated  financial  statements  of the  Company  are
attached hereto:

       Report of Independent Auditors

       Consolidated  Statements  of Financial  Position at February 28, 1998 and
1997

       Consolidated  Statements of Operations  and Members'  Deficiency  for the
Years Ended February 28, 1998 and 1997 and February 29, 1996

       Consolidated  Statements  of Cash Flows for the Years Ended  February 28,
1998 and 1997 and February 29, 1996

       Notes to Consolidated Financial Statements

(A)(2) FINANCIAL STATEMENT SCHEDULES

       The following financial statement schedule is set forth herein:


                                      -60-

<PAGE>

       Schedule II - Valuation and Qualifying Accounts and Reserves

       All other statements and schedules have been omitted because they are not
required under related instructions,  are inapplicable or are immaterial, or the
information is shown in the consolidated  financial statements of the Company or
the notes thereto.

                            Brill Media Company, LLC
          Schedule II - Valuation and Qualifying Accounts and Reserves

<TABLE>
<CAPTION>
                                                                                              Deductions -
                                                          Balance at         Charged to         Amounts
                                                         Beginning of        Costs and       Written Off Net    Balance at End
                   Description                              Period            Expenses         Recoveries         of Period
                   -----------                              ------            --------         ----------         ---------
<S>                                                        <C>               <C>               <C>                <C>      
Year ended February 28, 1998:
         Allowance for doubtful accounts                   $ 112,192         $ 402,803         $(340,310)         $ 174,685

Year ended February 28, 1997
         Allowance for doubtful accounts                     184,902           289,363          (362,073)           112,192

Year ended February 29, 1996
         Allowance for doubtful accounts                      90,261           292,305          (197,664)           184,902
</TABLE>

(A)(3) EXHIBITS:

(A)(4) REPORTS ON FORM 8-K

       The  Company on May 11,  1998  filed a report on Form 8-K to  report,  in
Items 2 and 7 thereof, the acquisition of certain newspaper publishing, printing
and distribution assets in northern Michigan.  The report included the following
financial statements as exhibits thereto:

(a)    Financial  Statements  of Business  Acquired - Star  Publications,  Inc.,
       Central Printing Corporation and Advertiser's Postal Service Corporation

       (1)    Independent Auditor's Report

       (2)    Combined Balance Sheet as of December 31, 1997

       (3)    Combined  Statement of Income and  Retained  Earnings for the year
              ended December 31, 1997

       (4)    Combined  Statement of Cash Flows for the year ended  December 31,
              1997 

       (5)    Notes to Combined Financial Statements

(b)    Pro Forma Financial Information of Brill Media Company, LLC

       (1)    Unaudited Pro Forma Condensed Combined Statement of Operations for
              the year ended  February 28, 1997 and nine months  ended  November
              30, 1997.

       (2)    Notes to  Unaudited  Pro Forma  Condensed  Combined  Statement  of
              Operations  for the year ended  February  28, 1997 and nine months
              ended November 30, 1997.

       (3)    Unaudited Pro Forma Condensed Combined Statement of Operations for
              the nine months ended November 30, 1997

       (4)    Notes to  Unaudited  Pro Forma  Condensed  Combined  Statement  of
              Operations for the nine months ended November 30, 1997

       (5)    Unaudited  Pro  Forma  Condensed  Combined  Balance  Sheet  as  of
              November 30, 1997

       (6)    Notes to Unaudited Pro Forma Condensed  Combined  Balance Sheet as
              of November 30, 1997

                                      -61-

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities  Exchange Act of 1934, Brill
Media Company, LLC has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                           BRILL MEDIA COMPANY, LLC

                                           By: BRILL MEDIA MANAGEMENT, INC.,
                                               Manager


June 30, 1998                              By /s/ Alan R. Brill
                                              ----------------------------------
                                                      Alan R. Brill
                                                DIRECTOR, PRESIDENT, CHIEF
                                              EXECUTIVE OFFICER AND TREASURER

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed below by the  following  persons on behalf of Brill Media
Management,  Inc., as Manager of Brill Media Company, LLC, and in the capacities
and on the dates indicated.

<TABLE>
<CAPTION>
    DATE                             SIGNATURE                                   TITLE
    ----                             ---------                                   -----
<S>                      <C>                              <C>
June 30, 1998              /s/ Alan R. Brill              Director, President, Chief Executive Officer and
                         ----------------------------     Treasurer (Principal Executive Officer)
                               Alan R. Brill   

June 30, 1998            /s/ Donald C. TenBarge           Vice President, Chief Financial Officer, Secretary and
                         ----------------------------     Assistant Treasurer (Principal Financial and Accounting
                             Donald C. TenBarge           Officer)

June 30, 1998             /s/ Robert M. Leich             Director
                         ----------------------------    
                              Robert M. Leich   

June 30, 1998              /s/ Philip C. Fisher           Director
                         ----------------------------    
                               Philip C. Fisher   

June 30, 1998             /s/ Clifton E. Forrest          Director, Vice President, and Assistant Secretary
                         ----------------------------    
                              Clifton E. Forrest  

June 30, 1998            /s/ Charles W. Laughlin          Director
                         ----------------------------    
                             Charles W. Laughlin 
</TABLE>


                                      -62-

<PAGE>

                                  EXHIBIT INDEX




   EXHIBIT
    NUMBER                           DESCRIPTION OF EXHIBIT


2(a)        Assets Purchase Agreement dated February 23, 1998 by and among Upper
            Michigan  Newspapers,  LLC, Star  Publications,  Inc., Gordon G. (as
            trustee),  Daniel F. Walsh (as  trustee),  James R.  Glasser,  David
            Baragrey and Mike Adams  (incorporated  by reference to Exhibit 2(a)
            to the Current Report on Form 8-K of Brill Media Company,  LLC dated
            February 23, 1998 (the "Company's Current Report on Form 8-K"))

2(b)        Assets  Purchase  Agreement  dated  February  23,  1998 by and among
            Advertisers P.S., LLC,  Advertiser's Postal Service Corp., Gordon G.
            Everett  (as  trustee),  Daniel  F.  Walsh  (as  trustee),  James R.
            Glasser, August A. Tranquilla, Clara Tranquilla, Douglas C. Johnson,
            Sherry L. Johnson,  Mike Adams and Ken Bradstreet  (incorporated  by
            reference to Exhibit 2(b) to the  Company's  Current  Report on Form
            8-K)

2(c)        Assets  Purchase  Agreement  dated  February  23,  1998 by and among
            Central Printing Service, LLC, Central Printing Corporation,  Gordon
            G.  Everett (as  trustee),  Daniel F. Walsh (as  trustee),  James R.
            Glasser,  August A. Tranquilla,  Clara  Tranquilla,  William L. Ezo,
            Jeffery Bodette, Frank E. Noverr, Paul Gunderson, Douglas C. Johnson
            and Sherry L. Johnson  (incorporated by reference to Exhibit 2(c) to
            the Company's Current Report on Form 8-K)

3(i)(a)     Articles of Organization of Brill Media Company,  LLC  (incorporated
            by reference  to Exhibit  3(i)(a) to the  Registration  Statement on
            Form S-4 of Brill Media Company, LLC and Brill Media Managment, Inc.
            (No. 333- 44177)(the  "Company's  Registration  Statement on Form S-
            4"))

3(i)(b)     Articles  of   Incorporation   of  Brill  Media   Management,   Inc.
            (incorporated  by  reference  to Exhibit  3(i)(b)  to the  Company's
            Registration Statement on Form S-4)

3(i)(c)     Articles of  Organization  of BMC  Holdings,  LLC  (incorporated  by
            reference to Exhibit 3(i)(c) to the Company's Registration Statement
            on Form S-4)


                                      -63-

<PAGE>

3(i)(d)     Articles of  Incorporation of Reading Radio,  Inc.  (incorporated by
            reference to Exhibit 3(i)(d) to the Company's Registration Statement
            on Form S-4)

3(i)(e)     Articles  of   Incorporation   of   Tri-State   Broadcasting,   Inc.
            (incorporated  by  reference  to Exhibit  3(i)(e)  to the  Company's
            Registration Statement on Form S-4)

3(i)(f)     Articles  of   Incorporation  of  Northern   Colorado  Radio,   Inc.
            (incorporated  by  reference  to Exhibit  3(i)(f)  to the  Company's
            Registration Statement on Form S-4)

3(i)(g)     Articles of Incorporation of NCR II, Inc. (incorporated by reference
            to Exhibit 3(i)(g) to the Company's  Registration  Statement on Form
            S-4)

3(i)(h)     Articles of  Incorporation of Central  Missouri  Broadcasting,  Inc.
            (incorporated  by  reference  to Exhibit  3(i)(h)  to the  Company's
            Registration Statement on Form S-4)

3(i)(i)     Articles of Incorporation of CMB II, Inc. (incorporated by reference
            to Exhibit 3(i)(i) to the Company's  Registration  Statement on Form
            S-4)

3(i)(j)     Articles   of   Organization   of   Northland   Broadcasting,    LLC
            (incorporated  by  reference  to Exhibit  3(i)(j)  to the  Company's
            Registration Statement on Form S-4)

3(i)(k)     Articles of Incorporation of NB II, Inc.  (incorporated by reference
            to Exhibit 3(i)(k) to the Company's  Registration  Statement on Form
            S-4)

3(i)(l)     Articles  of  Incorporation  of Central  Michigan  Newspapers,  Inc.
            (incorporated  by  reference  to Exhibit  3(i)(l)  to the  Company's
            Registration Statement on Form S-4)

3(i)(m)     Articles of Incorporation of Cadillac Newspapers, Inc. (incorporated
            by  reference  to  Exhibit  3(i)(m)  to the  Company's  Registration
            Statement on Form S-4)

3(i)(n)     Articles  of  Incorporation  of CMN  Associated  Publications,  Inc.
            (incorporated  by  reference  to Exhibit  3(i)(n)  to the  Company's
            Registration Statement on Form S-4)

3(i)(o)     Articles of Limited  Partnership  of Central  Michigan  Distribution
            Co.,  L.P.  (incorporated  by  reference  to Exhibit  3(i)(o) to the
            Company's Registration Statement on Form S-4)

3(i)(p)     Articles of Incorporation of Central Michigan Distribution Co., Inc.
            (incorporated by reference to


                                      -64-

<PAGE>

            Exhibit 3(i)(p) to the Company's Registration Statement on Form S-4)

3(i)(q)     Articles of Incorporation of Gladwin Newspapers,  Inc. (incorporated
            by  reference  to  Exhibit  3(i)(q)  to the  Company's  Registration
            Statement on Form S-4)

3(i)(r)     Articles of Incorporation of Graph Ads Printing,  Inc. (incorporated
            by  reference  to  Exhibit  3(i)(r)  to the  Company's  Registration
            Statement on Form S-4)

3(i)(s)     Articles   of   Incorporation   of  Midland   Buyers   Guide,   Inc.
            (incorporated  by  reference  to Exhibit  3(i)(s)  to the  Company's
            Registration Statement on Form S-4)

3(i)(t)     Articles   of   Incorporation   of  St.   Johns   Newspapers,   Inc.
            (incorporated  by  reference  to Exhibit  3(i)(t)  to the  Company's
            Registration Statement on Form S-4)

3(i)(u)     Articles  of  Organization  of  Huron  P.S.,  LLC  (incorporated  by
            reference to Exhibit 3(i)(u) to the Company's Registration Statement
            on Form S-4)

3(i)(v)     Articles of Organization of Huron  Newspapers,  LLC (incorporated by
            reference to Exhibit 3(i)(v) to the Company's Registration Statement
            on Form S-4)

3(i)(w)     Articles of  Organization of Huron Holdings,  LLC  (incorporated  by
            reference to Exhibit 3(i)(w) to the Company's Registration Statement
            on Form S-4)

3(i)(x)     Articles  of  Organization  of  Northern  Colorado   Holdings,   LLC
            (incorporated  by  reference  to Exhibit  3(i)(x)  to the  Company's
            Registration Statement on Form S-4)

3(i)(y)     Articles of Organization of NCR III, LLC  (incorporated by reference
            to Exhibit 3(i)(y) to the Company's  Registration  Statement on Form
            S-4)

3(i)(z)     Articles of Organization of NCH II, LLC  (incorporated  by reference
            to Exhibit 3(i)(z) to the Company's  Registration  Statement on Form
            S-4)

3(i)(aa)    Articles of Organization of Northland Holdings, LLC (incorporated by
            reference  to  Exhibit   3(i)(aa)  to  the  Company's   Registration
            Statement on Form S-4)

3(i)(bb)    Articles of  Incorporation  of CMN Holding,  Inc.  (incorporated  by
            reference  to  Exhibit   3(i)(bb)  to  the  Company's   Registration
            Statement on Form S-4)

3(i)(cc)    Articles of  Incorporation  of Brill Radio,  Inc.  (incorporated  by
            reference  to  Exhibit   3(i)(cc)  to  the  Company's   Registration
            Statement on Form S-4)



                                      -65-

<PAGE>



3(i)(dd)    Articles of Incorporation of Brill Newspapers, Inc. (incorporated by
            reference  to  Exhibit   3(i)(dd)  to  the  Company's   Registration
            Statement on Form S-4)

3(i)(ee)    Articles of Organization of Advertisers  P.S., LLC  (incorporated by
            reference  to  Exhibit   3(i)(ee)  to  the  Company's   Registration
            Statement on Form S-4)

3(i)(ff)    Articles  of  Organization   of  Central   Printing   Service,   LLC
            (incorporated  by  reference  to Exhibit  3(i)(ff) to the  Company's
            Registration Statement on Form S-4)

3(i)(gg)    Articles  of  Incorporation  of  Upper  Michigan  Management,   Inc.
            (incorporated  by  reference  to Exhibit  3(i)(gg) to the  Company's
            Registration Statement on Form S-4)

3(i)(hh)    Articles  of   Organization   of  Upper   Michigan   Holdings,   LLC
            (incorporated  by  reference  to Exhibit  3(i)(hh) to the  Company's
            Registration Statement on Form S-4)

3(i)(ii)    Articles  of   Incorporation  of  Upper  Michigan   Holdings,   Inc.
            (incorporated  by  reference  to Exhibit  3(i)(ii) to the  Company's
            Registration Statement on Form S-4)

3(i)(jj)    Articles  of   Organization  of  Upper  Michigan   Newspapers,   LLC
            (incorporated  by  reference  to Exhibit  3(i)(jj) to the  Company's
            Registration Statement on Form S-4)

3(i)(kk)    Articles of  Incorporation  of BMC Holdings,  Inc.  (incorporated by
            reference  to  Exhibit   3(i)(kk)  to  the  Company's   Registration
            Statement on Form S-4)

3(i)(ll)    Articles  of  Incorporation  of  Huron  Holdings  Management,   Inc.
            (incorporated  by  reference  to Exhibit  3(i)(ll) to the  Company's
            Registration Statement on Form S-4)

3(i)(mm)    Articles  of  Incorporation   Huron  Newspapers   Management,   Inc.
            (incorporated  by  reference  to Exhibit  3(i)(mm) to the  Company's
            Registration Statement on Form S-4)

3(i)(nn)    Articles   of   Incorporation   of  Huron  P.S.   Management,   Inc.
            (incorporated  by  reference  to Exhibit  3(i)(nn) to the  Company's
            Registration Statement on Form S-4)

3(i)(oo)    Articles of Incorporation of Northern Colorado Holdings  Management,
            Inc. (incorporated by reference to Exhibit 3(i)(oo) to the Company's
            Registration Statement on Form S-4)

3(i)(pp)    Articles of Incorporation of Northland Broadcasting Management, Inc.
            (incorporated  by  reference  to Exhibit  3(i)(pp) to the  Company's
            Registration Statement on Form S-4)



                                      -66-

<PAGE>

3(i)(qq)    Articles of Incorporation  of Northland  Holdings  Management,  Inc.
            (incorporated  by  reference  to Exhibit  3(i)(qq) to the  Company's
            Registration Statement on Form S-4)

3(ii)(a)    Operating  Agreement of Brill Media Company,  LLC  (incorporated  by
            reference  to  Exhibit   3(ii)(a)  to  the  Company's   Registration
            Statement on Form S-4)

3(ii)(b)    By-laws of Brill Media Management,  Inc.  (incorporated by reference
            to Exhibit 3(ii)(b) to the Company's  Registration Statement on Form
            S-4)

3(ii)(c)    Operating Agreement of BMC Holdings,  LLC (incorporated by reference
            to Exhibit 3(ii)(c) to the Company's  Registration Statement on Form
            S-4)

3(ii)(d)    By-laws of Reading Radio, Inc. (incorporated by reference to Exhibit
            3(ii)(d) to the Company's Registration Statement on Form S-4)

3(ii)(e)    By-laws of Tri-State  Broadcasting,  Inc. (incorporated by reference
            to Exhibit 3(ii)(e) to the Company's  Registration Statement on Form
            S-4)

3(ii)(f)    By-laws of Northern Colorado Radio, Inc.  (incorporated by reference
            to Exhibit 3(ii)(f) to the Company's  Registration Statement on Form
            S-4)

3(ii)(g)    By-laws  of NCR II,  Inc.  (incorporated  by  reference  to  Exhibit
            3(ii)(g) to the Company's Registration Statement on Form S-4)

3(ii)(h)    By-laws of Central  Missouri  Broadcasting,  Inc.  (incorporated  by
            reference  to  Exhibit   3(ii)(h)  to  the  Company's   Registration
            Statement on Form S-4)

3(ii)(i)    By-laws  of CMB II,  Inc.  (incorporated  by  reference  to  Exhibit
            3(ii)(i) to the Company's Registration Statement on Form S-4)

3(ii)(j)    Operating Agreement of Northland Broadcasting,  LLC (incorporated by
            reference  to  Exhibit   3(ii)(j)  to  the  Company's   Registration
            Statement  on  Form  S-4)  (incorporated  by  reference  to  Exhibit
            3(ii)(j) to the Company's Registration Statement on Form S-4)

3(ii)(k)    By-laws  of NB  II,  Inc.  (incorporated  by  reference  to  Exhibit
            3(ii)(k) to the Company's Registration Statement on Form S-4)

3(ii)(l)    By-laws  of  Central  Michigan  Newspapers,  Inc.  (incorporated  by
            reference  to  Exhibit   3(ii)(l)  to  the  Company's   Registration
            Statement on Form S-4)


                                      -67-

<PAGE>

3(ii)(m)    By-laws of Cadillac Newspapers,  Inc.  (incorporated by reference to
            Exhibit  3(ii)(m) to the  Company's  Registration  Statement on Form
            S-4)

3(ii)(n)    By-laws  of  CMN  Associated  Publications,  Inc.  (incorporated  by
            reference  to  Exhibit   3(ii)(n)  to  the  Company's   Registration
            Statement on Form S-4)

3(ii)(o)    Partnership  Agreement of Central  Michigan  Distribution  Co., L.P.
            (incorporated  by  reference  to Exhibit  3(ii)(o) to the  Company's
            Registration Statement on Form S-4)

3(ii)(p)    By-laws of Central Michigan Distribution Co., Inc.  (incorporated by
            reference  to  Exhibit   3(ii)(p)  to  the  Company's   Registration
            Statement on Form S-4)

3(ii)(q)    By-laws of Gladwin  Newspapers,  Inc.  (incorporated by reference to
            Exhibit  3(ii)(q) to the  Company's  Registration  Statement on Form
            S-4)

3(ii)(r)    By-laws of Graph Ads Printing,  Inc.  (incorporated  by reference to
            Exhibit  3(ii)(r) to the  Company's  Registration  Statement on Form
            S-4)

3(ii)(s)    By-laws of Midland Buyers Guide, Inc.  (incorporated by reference to
            Exhibit  3(ii)(s) to the  Company's  Registration  Statement on Form
            S-4)

3(ii)(t)    By-laws of St. Johns Newspapers,  Inc. (incorporated by reference to
            Exhibit  3(ii)(t) to the  Company's  Registration  Statement on Form
            S-4)

3(ii)(u)    Operating Agreement of Huron P.S., LLC (incorporated by reference to
            Exhibit  3(ii)(u) to the  Company's  Registration  Statement on Form
            S-4)

3(ii)(v)    Operating  Agreement  of  Huron  Newspapers,  LLC  (incorporated  by
            reference  to  Exhibit   3(ii)(v)  to  the  Company's   Registration
            Statement on Form S-4)

3(ii)(w)    Operating   Agreement  of  Huron  Holdings,   LLC  (incorporated  by
            reference  to  Exhibit   3(ii)(w)  to  the  Company's   Registration
            Statement on Form S-4)

3(ii)(x)    Operating Agreement of Northern Colorado Holdings, LLC (incorporated
            by  reference  to Exhibit  3(ii)(x)  to the  Company's  Registration
            Statement on Form S-4)

3(ii)(y)    Operating  Agreement of NCR III, LLC  (incorporated  by reference to
            Exhibit  3(ii)(y) to the  Company's  Registration  Statement on Form
            S-4)

3(ii)(z)    Operating  Agreement  of NCH II, LLC  (incorporated  by reference to
            Exhibit  3(ii)(z) to the  Company's  Registration  Statement on Form
            S-4)


                                      -68-

<PAGE>

3(ii)(aa)   Operating  Agreement of Northland  Holdings,  LLC  (incorporated  by
            reference  to  Exhibit  3(ii)(aa)  to  the  Company's   Registration
            Statement on Form S-4)

3(ii)(bb)   By-laws of CMN Holding,  Inc.  (incorporated by reference to Exhibit
            3(ii)(bb) to the Company's Registration Statement on Form S-4)

3(ii)(cc)   By-laws of Brill Radio,  Inc.  (incorporated by reference to Exhibit
            3(ii)(cc) to the Company's Registration Statement on Form S-4)

3(ii)(dd)   By-laws of Brill  Newspapers,  Inc.  (incorporated  by  reference to
            Exhibit  3(ii)(dd) to the Company's  Registration  Statement on Form
            S-4)

3(ii)(ee)   Operating  Agreement  of  Advertisers  P.S.,  LLC  (incorporated  by
            reference  to  Exhibit  3(ii)(ee)  to  the  Company's   Registration
            Statement on Form S-4)

3(ii)(ff)   Operating  Agreement of Central Printing Service,  LLC (incorporated
            by reference  to Exhibit  3(ii)(ff)  to the  Company's  Registration
            Statement on Form S-4)

3(ii)(gg)   By-laws  of  Upper  Michigan  Management,   Inc.   (incorporated  by
            reference  to  Exhibit  3(ii)(gg)  to  the  Company's   Registration
            Statement on Form S-4)

3(ii)(hh)   Operating Agreement of Upper Michigan Holdings, LLC (incorporated by
            reference  to  Exhibit  3(ii)(hh)  to  the  Company's   Registration
            Statement on Form S-4)

3(ii)(ii)   By-laws of Michigan  Holdings,  Inc.  (incorporated  by reference to
            Exhibit  3(ii)(ii) to the Company's  Registration  Statement on Form
            S-4)

3(ii)(jj)   Operating Agreement of Upper Michigan Newspapers,  LLC (incorporated
            by reference  to Exhibit  3(ii)(jj)  to the  Company's  Registration
            Statement on Form S-4)

3(ii)(kk)   By-laws of BMC Holdings,  Inc. (incorporated by reference to Exhibit
            3(ii)(kk) to the Company's Registration Statement on Form S-4)

3(ii)(ll)   By-laws  of  Huron  Holdings  Management,   Inc.   (incorporated  by
            reference  to  Exhibit  3(ii)(ll)  to  the  Company's   Registration
            Statement on Form S-4)

3(ii)(mm)   By-laws  of  Huron  Newspapers  Management,  Inc.  (incorporated  by
            reference  to  Exhibit  3(ii)(mm)  to  the  Company's   Registration
            Statement on Form S-4)


                                      -69-

<PAGE>

3(ii)(nn)   By-laws of Huron P.S. Management, Inc. (incorporated by reference to
            Exhibit  3(ii)(nn) to the Company's  Registration  Statement on Form
            S-4)

3(ii)(oo)   By-laws of Northern Colorado Holdings Management, Inc. (incorporated
            by reference  to Exhibit  3(ii)(oo)  to the  Company's  Registration
            Statement on Form S-4)

3(ii)(pp)   By-laws of Northland Broadcasting Management,  Inc. (incorporated by
            reference  to  Exhibit  3(ii)(pp)  to  the  Company's   Registration
            Statement on Form S-4)

3(ii)(qq)   By-laws of Northland  Holdings  Management,  Inc.  (incorporated  by
            reference  to  Exhibit  3(ii)(qq)  to  the  Company's   Registration
            Statement on Form S-4)

4.1         Indenture  dated as of December 30, 1997 among Brill Media  Company,
            LLC, Brill Media Management,  Inc., the Subsidiary  Guarantors named
            therein,  and United  States Trust  Company of New York, as Trustee,
            with the forms of 12% Senior  Notes due 2007 and Series B 12% Senior
            Notes  due 2007  included  therein  (incorporated  by  reference  to
            Exhibit 4.1 to the Company's Registration Statement on Form S-4)

4.2         Indenture  dated as of December 30, 1997 among Brill Media  Company,
            LLC, Brill Media Management,  Inc., the Subsidiary  Guarantors named
            therein,  and United  States Trust  Company of New York, as Trustee,
            with  the  forms  of  Appreciation  Notes  due  2007  and  Series  B
            Appreciation  Notes  due  2007  included  therein  (incorporated  by
            reference to Exhibit 4.2 to the Company's  Registration Statement on
            Form S-4)

4.3         First Supplemental  Indenture among Brill Media Company,  LLC, Brill
            Media Management, Inc., the Subsidiary Guarantors named therein, and
            United States Trust Company of New York, as Trustee, relating to the
            Appreciation  Notes due 2007  (incorporated  by reference to Exhibit
            4.3 to the Company's Registration Statement on Form S-4)

4.4         First Supplemental  Indenture among Brill Media Company,  LLC, Brill
            Media Management, Inc., the Subsidiary Guarantors named therein, and
            United States Trust Company of New York, as Trustee, relating to the
            12% Senior Notes due 2007  (incorporated by reference to Exhibit 4.4
            to the Company's Registration Statement on Form S-4)

10.1(a)     Performance Incentive Plan Agreement dated November 26, 1985 between
            Central   Michigan   Newspapers,   Inc.   and  Clifton  E.   Forrest
            (incorporated  by  reference  to Exhibit  10.1(a)  to the  Company's
            Registration Statement on Form S-4)


                                      -70-

<PAGE>

10.1(b)     Performance Incentive Plan Agreement dated November 26, 1985 between
            WIOV,  Inc. and Alan L. Beck  (incorporated  by reference to Exhibit
            10.1(b) to the Company's Registration Statement on Form S-4)

10.2        Managed Affiliates  Subordination  Agreement dated December 30, 1997
            among   Brill  Media   Company,   L.P.   and  certain   Subsidiaries
            (incorporated   by  reference  to  Exhibit  10.2  to  the  Company's
            Registration Statement on Form S-4)

10.3        Management  Agreements  dated  December  30,  1987  between  various
            subsidiaries  of Brill Media  Company,  LLC and Brill Media Company,
            L.P.  (incorporated  by reference  to Exhibit 10.3 to the  Company's
            Registration Statement on Form S-4)

10.4(a)     Managed  Affiliate  Management  Agreement  dated  December  30, 1997
            between Tri-State Broadcasting,  Inc. and TSB III, LLC (incorporated
            by  reference  to  Exhibit  10.4(a)  to the  Company's  Registration
            Statement on Form S-4)

10.4(b)     Managed  Affiliate  Management  Agreement  dated  December  30, 1997
            between Tri-State  Broadcasting,  Inc. and TSB IV, LLC (incorporated
            by  reference  to  Exhibit  10.4(b)  to the  Company's  Registration
            Statement on Form S-4)

10.5(a)     Managed  Affiliate  Promissory  Note dated  December 30, 1997 of TSB
            III, LLC in favor of Tri-State  Broadcasting,  Inc. (incorporated by
            reference to Exhibit 10.5(a) to the Company's Registration Statement
            on Form S-4)

10.5(b)     Managed Affiliate Promissory Note dated December 30, 1997 of TSB IV,
            LLC in  favor  of  Tri-State  Broadcasting,  Inc.  (incorporated  by
            reference to Exhibit 10.5(b) to the Company's Registration Statement
            on Form S-4)

10.6(a)     Asset Purchase  Agreement  dated October 24, 1997 between CMBH, Inc.
            and MVP Radio, Inc. (incorporated by reference to Exhibit 10.6(a) to
            the Company's Registration Statement on Form S-4)

10.6(b)     Asset  Purchase  Agreement  dated  October 24, 1997 between  Central
            Missouri Broadcasting,  Inc. and Zimmer Radio of Mid-Missouri,  Inc.
            (incorporated  by  reference  to Exhibit  10.6(b)  to the  Company's
            Registration Statement on Form S-4)

10.7        Amended and Restated Credit Agreement dated as of September 30, 1997
            by  and  among  the  Borrowers   named  therein,   Amresco   Funding
            Corporation and Goldman Sachs Credit Partners L.P.  (incorporated by
            reference to Exhibit 10.7 to the Company's Registration Statement on
            Form S-4)


                                      -71-

<PAGE>

10.8(a)     Time Brokerage Agreement dated November 1, 1997 between CMB II, Inc.
            and MVP Radio, Inc. (incorporated by reference to Exhibit 10.8(a) to
            the Company's Registration Statement on Form S-4)

10.8(b)     Time  Brokerage  Agreement  dated  November 1, 1997 between  Central
            Missouri Broadcasting,  Inc. and Zimmer Radio of Mid-Missouri,  Inc.
            (incorporated  by  reference  to Exhibit  10.8(b)  to the  Company's
            Registration Statement on Form S-4)

10.8(c)     Time  Brokerage  Agreement  dated June 27, 1996 between NCR II, Inc.
            and Onyx, Inc.  (incorporated by reference to Exhibit 10.8(c) to the
            Company's Registration Statement on Form S-4)

10.9        Purchase  Agreement dated December 22, 1997 by and among Brill Media
            Company,   LLC,  Brill  Media   Management,   Inc.,  the  Subsidiary
            Guarantors  named  therein,  and  NatWest  Capital  Markets  Limited
            (incorporated   by  reference  to  Exhibit  10.9  to  the  Company's
            Registration Statement on Form S-4)

10.10(a)    Registration  Rights  Agreement dated as of December 30, 1997 by and
            among Brill Media Company,  LLC, Brill Media  Management,  Inc., the
            Subsidiary  Guarantors  named therein,  and NatWest  Capital Markets
            Limited  (incorporated  by  reference  to  Exhibit  10.10(a)  to the
            Company's Registration Statement on Form S-4)

10.10(b)    Appreciation  Notes  Registration   Rights  Agreement  dated  as  of
            December 30, 1997 by and among Brill Media Company, LLC, Brill Media
            Management,  Inc., the  Subsidiary  Guarantors  named  therein,  and
            NatWest  Capital  Markets  Limited  (incorporated  by  reference  to
            Exhibit  10.10(b) to the  Company's  Registration  Statement on Form
            S-4)

10.11(a)    Revolving  Credit  Agreement dated December 30, 1997 between various
            Subsidiary  Guarantors  and  BMC  Holdings,   LLC  (incorporated  by
            reference  to  Exhibit   10.11(a)  to  the  Company's   Registration
            Statement on Form S-4)

10.11(b)    Revolving  Credit  Note dated  December  30,  1997  between  various
            Subsidiary  Guarantors  and  BMC  Holdings,   LLC  (incorporated  by
            reference  to  Exhibit   10.11(b)  to  the  Company's   Registration
            Statement on Form S-4)

10.11(c)    Promissory  Note dated  December 30, 1997 between BMC Holdings,  LLC
            and Brill Media Company,  LLC  (incorporated by reference to Exhibit
            10.11(c) to the Company's Registration Statement on Form S-4)



                                      -72-

<PAGE>

10.12       Form of Seller Note  (incorporated by reference to Exhibit 10 to the
            Company's Current Report on Form 8-K)

21          Subsidiaries of Brill Media Company, LLC

27          Financial Data Schedule



                                      -73-